# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT

This literary option agreement (the "Agreement") is made and entered into by and between the



Parties as of [*] [*], 2021, and shall be binding on the Parties.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th>1.</th><th>Parties</th><th>BRAVEN FILMS LLC ("Company"); and ("Author"
and collectively with Company, the "Parties" and individually, each
a "Party").</th></tr><tr><td>2.</td><td>Condition Precedent</td><td>The grants made by Author to Company shall be effective
immediately, subject to payment of the Option Price (as defined
below), but Company shall have no obligations under this
Agreement unless and until the following conditions precedent
have been satisfied (hereinafter, the "Conditions Precedent"): (a)
Company has approved the chain-of-title regarding the Property in
a form and substance acceptable to Company; (b) Company has
received fully-executed originals of this Agreement, together with
all exhibits and documents attached hereto, in form and substance
satisfactory to Company, including, but not limited to, the Short
Form Option; (c) Company has received a release fully executed by
Author's publisher; and (d) Company has received all required
documentation from Author in connection with compliance with
all statues/regulations (if and as applicable).</td></tr><tr><td>3.</td><td>Option</td><td>Author grants Company the exclusive, irrevocable option to
acquire all necessary rights of the book entitled "Silenced no More"
(the "Book"), including without limitation its titles, themes, plots,
contents, character, illustrations, artwork, stories, elements,
translations, adaptations and versions of any of all the foregoing,
written and/or created by Author (collectively, the "Property") in
connection with the development and production of potential
audio-visual projects based on the Property (hereinafter, the
"Productions").

All references in this document to the "Agreement" shall be
deemed to refer to the long form option agreement to be executed
by the Parties with the subject detailed above.</td></tr><tr><td>4.</td><td>Initial Option Period</td><td>In consideration of Company's agreement to pay Owner the sum
of Seven Thousand US Dollars (USD $7,000) (hereinafter, the
"Initial Option Price"), payable upon Company's receipt of the
documents mentioned in the Conditions Precedent in section 2,
Owner grants to Company the exclusive and irrevocable option
(hereinafter, the "Option") to acquire the Granted Rights (as
defined below) for a period commencing upon the execution date
of this Agreement and continuing for eighteen (18) months.
thereafter (hereinafter, the "Initial Option Period"). The Initial
Option Price shall be fully applicable against the Series Purchase
Price and/or the Film Purchase Price, as applicable.</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th>5.</th><th>Extended Option
Period</th><th>Company shall have the right, but not the obligation, to extend the
Initial Option Period for an additional and consecutive eighteen
(18) months period (the "Extended Option Period", and collectively
with the Initial Option Period, the "Option Period") by written
notice to Author and payment to Author of the additional amount
of Seven Thousand US Dollars (USD $7,000) prior to the expiration
of the Initial Option Period.</th></tr><tr><td>6.</td><td>Option Period
Activities</td><td>Company shall have the right throughout the Option Period to
engage in all customary development and pre-production activities
in connection with the Property and Author shall not exercise or
otherwise use (or permit others to use) any of the Granted Rights
(as defined below) during such Option Period.</td></tr><tr><td>7.</td><td>Extension for
Claims/Force Majeure</td><td>Notwithstanding anything to the contrary in this Agreement, the
Option Period shall be automatically suspended and extended by
written notice to Author for any period during which: (i) a bona
fide third party claim with respect to the Property (which claim
would, in Company's good-faith opinion, materially and adversely
affect Company's rights in connection with the Property and/or
Company's ability to develop and/or produce the Productions) has
been asserted and remains unresolved (whether or not taken to
the level of formal litigation); (ii) Company's development and/or
production activities in connection with the Productions based on
the Property is/are materially interrupted or postponed due to the
occurrence of any event of force majeure, including, but not
limited to guild, union strike, fire, war or governmental action,
pandemics, epidemics and/or quarantines; and/or (iii) Author is in
breach of this Agreement. In the event the Initial Option Period or
the Extended Option Period otherwise would expire on a Saturday,
Sunday or national holiday, said period shall be extended without
notice until the end of the next following business day.</td></tr><tr><td>8.</td><td>Exercise of the Option</td><td>The Option may be exercised at any time during the Option Period
by written notice to Author, with prompt payment to follow of the
Series Purchase Price and/or the Film Purchase Price (defined
below in section 10). Commencement of principal photography of
the first Production during the Option Period shall be deemed
exercise of the Option (subject to the payment of the Series
Purchase Price and/or the Film Purchase Price within fifteen (15)
business days following such commencement of principal
photography, provided, however, that production of a non-
broadcast presentation or mini-pilot that is twelve (12) minutes or
less in running-time, which is not publicly or commercially
exhibited, shall be considered allowable development of the
Property during the Option Period and shall not constitute a
Production or automatically trigger the payment of the Series
Purchase Price and/or the Film Purchase Price.</td></tr><tr><td>9.</td><td>Non-Exercise of
Option</td><td>If the Option is not timely exercised during the Option Period
pursuant to the terms of this Agreement, then all right, title, and
interest in and to the Property granted to Company shall revert to
Author upon the expiration of the Option Period (as the same may
be suspended and/or extended in accordance with section 18.a)
below). However, all additions to, extrapolations of and other</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>changes in the Property, written or made by, for or with the
authorization of Company, including, but not limited to, all
screenplays, teleplays, and presentation and other development
materials (collectively, "Company Materials"), shall remain the
sole and exclusive property of Company in perpetuity, throughout
the universe.</th></tr><tr><td>10.</td><td>Purchase Price</td><td>a) In the event Company decides to acquire the feature film
adaptation rights regarding the Property, the exercise of the
Option shall imply payment by Company to Author of a
purchase price equal to two-point five percent (2.5%) of the
below-the-line production budget, with a minimum amount
(floor) of Eighty Thousand US Dollars (USD $80,000) and a
maximum amount (ceiling) of Three Hundred Thousand US
Dollars (USD $300,000) (the "Film Purchase Price").
b) In the event Company decides to acquire the episodic audio-
visual rights regarding the Property, the exercise of the Option
shall imply a payment, by Company to Author, of a purchase
price equal to Ten Thousand US Dollars (USD $10,000) per
episode produced (the "Series Purchase Price“).</td></tr><tr><td>11.</td><td>Derivative Works
Bonus</td><td>a) In the event Company develop and produces subsequent
productions, Company shall pay Author a bump equal to two-
point five percent (2.5%) of the Film Purchase Price or the Series
Purchase Price, as applicable.
b) In the event Company develops and produces prequels, sequels
remakes, spin-offs and any other audio-visual derivative work
based on the Property, Company shall pay Author five percent
(5%) of the Series Purchase Price or Film Purchase Price, as
applicable.</td></tr><tr><td>12.</td><td>Payment Terms</td><td>All payments are made by Company and within thirty (30) days of
receipt of Author's invoice.</td></tr><tr><td>13.</td><td>Granted Rights</td><td>a) Upon exercise of the Option and payment of the Series
Purchase Price and/or the Film Purchase Price, Author shall be
deemed to have exclusively assigned and granted to Company,
and Company shall own solely, exclusively, and irrevocably,
without restriction or reservation, all rights, title, and interest
(hereinafter, the "Granted Rights") of every kind and nature
throughout the universe, in perpetuity, in all media, now
known and hereafter devised, in and to the Property and all
portions thereof (except for any Reserved Rights set forth in
section 14 below), in all languages and all versions (including,
without limitation, digitized versions), including, without
limitation, all production, distribution, exhibition, exploitation,
advertising, marketing, and publicity rights and all other rights
in and to the Property, as follows:
(i) Upon payment of the Film Purchase Price, animated
and/or live action motion picture rights (whether theatrical,
non-theatrical or DTC streaming)
(ii) Upon payment of the Series Purchase Price, animated
and/or live action audiovisual episodic series and/or
podcast.
Both (i) and (ii), inclusive of all necessary elements thereof,</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>live television rights, sequel, prequel, remake rights and spin-
off rights, and all allied, ancillary, and subsidiary rights
(including, without limitation, all interactive, video, and
computer games, interactive media, multi-media, internet
and wireless content, merchandising, commercial, and
promotional tie-up, music publishing, recording, soundtrack
album and audiodiscs), and publication rights (not to exceed
the lesser of ten percent (10%) of the text from the Book or
seven thousand five hundred (7,500) words in length in the
aggregate) for purposes of advertising, publicizing, or
promoting any of the foregoing rights (i.e., not for sale to the
public) and print publication rights to publish or cause to be
published souvenir booklets and "making-of" and "coffee-
table" type books relating to the Productions and other works
produced hereunder (provided that such publication(s) shall
not contain synopses of or excerpts from the Property in
excess of the lesser of ten percent (10%) of the text from the
Book or seven thousand five hundred (7,500) words in the
aggregate) and all versions thereof (including, without
limitation, digitized versions) in all languages, and any Author
trademarks, trade names, logos, designs, and trade dress
associated therewith or embodied therein or related thereto,
and all copyrights in the rights therein and renewals and
extensions of copyright thereof. Company shall have the right
to own, register and use the title of the Book as a trademark
or service mark in connection with all the goods and services
contemplated by the Granted Rights granted under this
Agreement.
b) Author is aware and hereby acknowledges that new rights to
the Property may come into being and/or be recognized in the
future, under the law and/or in equity (collectively, the "New
Exploitation Rights"), and Author intend to and hereby grant
and convey to Company any and all such New Exploitation
Rights to the Property subject to the Reserved Rights.
Company and Author are also aware and do hereby
acknowledge that new (or changed) technology, uses, media,
formats, modes of transmission, and methods of distribution,
dissemination, exhibition, or performance (collectively, the
"New Exploitation Methods") are being, and will inevitably
continue to be, developed in the future, which would offer new
opportunities for exploiting the Property. Author hereby
agrees to execute any document Company deems in its
interest to confirm the existence of the preceding and to
effectuate its purpose to convey such rights to Company,
including, without limitation, the New Exploitation Rights and
any and all rights to the New Exploitation Methods.
c) Company shall own all rights in and to the copyrights of all of
the foregoing and all rights to advertise, broadcast, exhibit, and</th></tr><tr><td></td><td></td><td>otherwise exploit any productions produced hereunder and all
rights therein and portions thereof in all languages.
d) Company shall have, in Company's sole discretion, the right to</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>add to, delete from, modify, and, adapt the Property in the
exercise of the Granted Rights, including, but not limited to,
changing the title, making musical or non-musical versions of
the Property, and adding, deleting, changing, or creating new
characters, plots, themes, situations, etc., as well as create
new characters, plots, themes, situations, etc. based on the
Property. Author hereby waives the benefits of any provision
of law known as "droit moral", "moral rights" or any similar
laws, regulations, or decisions in any country of the world with
respect to the Productions and agree not to institute, support,
maintain, or authorize any action or lawsuit on the ground that
any motion pictures, sound records, or other items produced
hereunder in any way constitute an infringement of any of
Author's "droit moral" or "moral rights" or a defamation or
mutilation of any part thereof or contain unauthorized
variations, alterations, modifications, changes, or translations.
In addition, Company shall have the right to manufacture, sell,
furnish, supply, and distribute products, by-products, services,
facilities, merchandise, and commodities of every nature and
description now known or hereafter devised, including, but not
limited to, still photography, drawings, posters, artwork, toys,
games, items of wearing apparel, foods, beverages, and similar
items, which make reference to or are based upon or adapted
from the Property or any part thereof, and the right to make
trade deals and commercial tie-ups of all kinds involving the
Property or any part thereof, including, but not limited to, the
characters. Company shall have the right to use any of the
rights set forth in this section in connection with the
promotion, publication, and advertisement of any production
based on the Property, or the exploitation thereof and in
connection with any commercial tie-up, or the manufacture,
advertising, distribution, and/or sale of any products,
commodities, or services in connection therewith.</th></tr><tr><td>14.</td><td>Reserved Rights</td><td>The following rights are reserved to Author for Author's use and
disposition (hereinafter, the "Reserved Rights"):
a) Publication Rights. "Publication Rights" shall mean the right to
publish and distribute in all languages (i) printed versions of the
Property owned or controlled by Author in book form, whether
hardcover or softcover, and in magazine or other periodicals,
whether in installments or otherwise; and (ii) electronic book
versions of the verbatim text of the Property in a manner
designed only to be read without any moving visual imagery
and/or interactive and/or multimedia elements. Company shall
have the right, for advertising and exploiting purposes granted to
Company under this Agreement: (i) to produce and publish (with
or without illustrations by photographs, drawings, or cartoons)
synopses, excerpts, summaries, resumes, on a "not for sale" basis
not to exceed ten percent (10%) of the text from the Books or
seven thousand five hundred (7,500) words in total, whichever is
less; (ii) to publish in any medium and form "making of" and
"behind-the-scenes" type books with respect to motion pictures</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th>and audio-visual programs and any other productions produced
hereunder based upon the Property; and (iii) to publish in any
medium and form the screenplays and teleplays of motion
pictures and audio-visual programs based upon the Property.
Notwithstanding anything to the contrary contained herein, the
right to create a "novelization" of the Production's
screenplay/teleplay shall be "frozen" so that neither Author nor
Company may exploit such rights without the prior written
consent of the other party.
b) Electronic Display Rights. The right to publish and distribute the
Property or adaptations thereof (including any photographs and
illustrations contained in the Property) in whole or in part by any
electronic means of storage, retrieval, distribution, or
transmission that makes the Property in its printed form
available in non-moving visual (but not audio) non-dramatic form
for reading; subject, however to Company's right to all times to
exercise its electronic display rights for advertising and
promotional purposes.
c) Author Written Prequel/Sequel. The "Author- Written
Prequel/Sequel" is a literary property written by Author using
one or more of the characters appearing in the Property,
participating in different events from those found in the Book,
and whose plot is substantially different from that of the Book.
Author shall have the right to exercise publication rights, i.e.,
in book or magazine form as set forth above in sections 15.a)
and b), at any time. Author agrees not to exercise, offer or
permit any other person or entity to exercise any rights
(including, but not limited to, motion picture, television or
other audiovisual rights) equivalent to the Granted Rights in or
to any Author-Written Prequel/Sequel earlier than three (3)
years after the first general release of the last episode of the
series based on the Books (or, if not a series, then three (3)
years after the first general release of the first Production
based on the Books). After the expiration of said restricted
period, Company shall have the right to first negotiate with
respect to said Author-Written Prequel/Sequel rights and last
refusal rights with respect thereto, in accordance with the
provisions of section 16 below. Company shall not, however,
be obligated to exercise or waive such right to negotiate prior
to having an opportunity to review a completed manuscript for
such Author-Written Prequel/Sequel. Author acknowledges
that any disposition of rights in an Author-Written
Prequel/Sequel pursuant to section 16 made to any person or
company other than Company shall be limited to new
characters and material not previously contained in the Books.
d) It is expressly agreed that Author's Reserved Rights under this
section 14 relate only to material written by Author, and not to
any screenplay, teleplay, music, lyrics, original character
aspects (enhanced or changed by Company) or sequels written
or authorized by Company, even though the same may contain
characters of other elements contained in the Property.</th></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>Notwithstanding anything to the contrary contained in this
section 14, it is specifically agreed that included among the
rights granted to Company under this Agreement and not
reserved to Author is their sole, exclusive and irrevocable right
to use and exploit the Property, the Productions and any other
work hereunder using the Property, in whole or in part, in or in
connection with any amusement/ theme park and the
advertising, promotion and exploitation thereof.</th></tr><tr><td>15.</td><td>Right of First
Negotiation/Last
Refusal</td><td>Subject at all times to the holdback provisions set forth in section
14:
a) First Negotiation. If Author desires to dispose of or exercise any
Reserved Rights (hereinafter, the "Offered Right(s)"), then
Author shall give notice to Company of such desire.
Commencing upon Company's receipt of such written notice,
there shall be a period of not less than thirty (30) days in which
Author and Company may negotiate in good faith for such
Offered Right. If by the end of such negotiation period no
agreement has been reached or if at any time during such
negotiation period Company gives Author a written notice that
Company declines to negotiate for such Offered Right, then
Author shall be free to negotiate elsewhere with respect to
such Offered Right, subject to Company's right of last refusal
set forth in section b) below.
b) Right of Last Refusal.
i. Reconsideration Period. If, with respect to the Offered
Right, Company declines to negotiate, or there is no
agreement pursuant to Company's right of first negotiation
as set forth above in section a), and, with respect to the
Offered Right, Author makes and/or receives any bona fide
offer that Author proposes to accept, which is equal to or
less favorable to Author than the last offer made by
Company as part of Company's first negotiation right set
forth above, Author shall give notice to Company of such
offer specifying the particulars thereof, including any
Offered Rights that are the subject of such offer, the name
and address of the offeror, the proposed financial terms,
and all other material terms of such offer. During the period
of ten (10) business days after receipt of said notice
(hereinafter, the "Reconsideration Period"), Company shall
have the exclusive option to license or acquire, as the case
may be, the particular Offered Right(s) referred to in such
offer, upon the same financial terms and other terms set
forth in such notice (hereinafter, the "Company's Purchase
Option"), provided that, in no event shall Company be
required to meet any term or condition that cannot be met
as easily by Company as by any other offeror (such as the
required employment of a particular performer or director
whose services are exclusive to such offeror).
ii. Company Purchase Option. If Company elects to exercise
Company's Purchase Option, Company shall notify Author
in writing of the exercise thereof within the</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>Reconsideration Period; Company and Author shall then
promptly execute written agreements subject to good faith
negotiations conveying to Company such Offered Right(s).
If Company does not elect to exercise Company's Purchase
Option, Author shall be free to accept said bona fide offer
(but only upon the terms and conditions specified in such
bona fide offer); provided, however, if any such proposed
offer is not confirmed in writing within sixty (60) days
following the expiration of the Reconsideration Period,
Company's Purchase Option shall revive and shall apply to
such proposed offer again and to each and every further
offer or offers at any time received by Author relating to the
particular Offered Right(s). Company's Purchase Option
shall continue in full force and effect, upon all of the terms
and conditions of section 15, so long as Author retains any
right, title, or interest in or to the particular Offered
Right(s).</th></tr><tr><td>16.</td><td>Screen Credit</td><td>Provided the Productions are produced based upon the Property
(or, in the case of an Author- Written Prequel/Subsequent
Production, based on original elements of the Property), Author
shall receive the following credits (as applicable):
a) Source Material Credit for Production. Author shall receive an
appropriate on-screen credit on a separate card on the
Productions substantially in the form of "Based upon the book
"Silenced No More" by ' or similar. If other
material is incorporated into the Production's screenplay or
teleplay, then Company may, in its sole discretion, also accord
credit with respect to such material.
b) Creative Consultant Credit. If Company develops and produces
a Production and Author provides creative consultant services,
Author shall receive an on-screen creative consultant.
c) General. Except as expressly provided above, all aspects of
Author's credits shall be at Company's sole discretion. No
casual or inadvertent failure by Company and no failure by any
third party to comply with the credit provisions of this
Agreement shall be deemed a breach of this Agreement, but in
the event of any failure by Company to accord such credit(s),
then upon written notice of same by Author to Company,
Company shall take reasonable good faith steps to cure such
failure on a prospective basis (but in no event shall be under
any obligation to recall or reprint any existing copies or
materials).</td></tr><tr><td>17.</td><td>Name and Likeness.
Publicity</td><td>Company shall have the perpetual, irrevocable and nonexclusive
right to use, and authorize others to use Author's name, likeness
and approved biography for advertising, publicity and promotional
purposes, in connection with the Productions and any other.
production or work based upon the Property, all ancillary and
subsidiary rights therein and thereto, and any other use of the
Property authorized under this Agreement, provided, that Author
shall be depicted as directly endorsing any product, commodity or
service (other than the applicable production or work) without</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>Author's prior written consent, as applicable.</th></tr><tr><td>18.</td><td>Reversion/Preemption</td><td>All right, title, and interest in and to the Property (and only to the
Property) shall revert to Author under the following
circumstances:
a) If the Option is not timely exercised pursuant to the terms of
this Agreement, all right, title, and interest in and to the
Property granted to Company hereunder shall revert to Author
(other than any original copyrightable material created by or for
Company, including, without limitation, new characters, new
elements, screenplays, designs, storyboards, and music and
lyrics created in connection with the Productions, ownership of
which shall remain vested solely in Company's name) upon the
expiration of the Option Period (as the same may be suspended
and extended) provided Author has notified Company of such
failure in writing and Company has failed to cure such failure by
payment within ten (10) business days of receipt of notice.
b) If Company exercises the Option, but has not commenced
production on a feature, pilot, or series if no pilot (or any other
initial production, e.g., an MOW, DTV, feature), by the date
(hereinafter, "Early Termination Date") that is seven (7) years
following exercise of the Option (subject to extension for
material delays due directly to force majeure events, principal
cast or director unavailability, and any other event outside of
Company's control), then Author shall have the right to give
Company written notice requesting a reversion of the Property
(hereinafter, the "Reversion Notice") on or after the Early
Termination Date (subject to subparagraph d) below) and
Company shall have the right to preempt such reversion by
commencing production of the first Production within twenty
(20) business days of Company's receipt of the Reversion Notice
from Author; in which event, the Reversion Notice shall be
deemed rescinded and shall not be operative in any way.
c) If Company produces a pilot but fails to produce a Production
(e.g., audio-visual series, motion picture, DTV or MOW, or
feature) by the date that is seven (7) years following the later
of (i) the Option exercise date or (ii) completion of principal
photography of the Production or pilot (subject to extension for
material delays due directly to force majeure events, principal
cast or director unavailability, and any other event outside of
Company's control), then Author shall have the right to give
Company a Reversion Notice (as defined below), subject to
subparagraph d. below. Company shall have the right to
preempt such reversion within fifteen (15) business days of
Company's receipt of the Reversion Notice (as defined below)
by either of the following methods: (1) commencing production
of the Production, or (2) paying Author an extension price
(hereinafter, the "Extension Price") of US Dollars two thousand
(USD 2,000, in which case Author shall not have the right to
send an additional reversion notice for two (2) years from the
date of such payment by Company. If Company preempts in
accordance with the previous sentence, the Reversion Notice</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>shall be deemed rescinded and shall not be operative in any
way.
d) If the rights revert to Author pursuant to the terms hereof,
other than pursuant to section 18.a):
i. Author shall reimburse Company, pursuant to the provisions
of this subparagraph: (1) for any and all costs paid and/or
incurred by Company in connection with the Production,
including, without limitation, the Series Purchase Price
and/or the Film Purchase Price paid to Author and other
costs paid or incurred by Company in connection with the
development of the Property; (2) interest computed
thereon from the date of Company's payment(s) thereof,
calculated at the rate of one percent (1%) over the prime
commercial rate from time to time in effect as announced
by Company's primary lending institution. All of the
foregoing costs, plus the interest thereon, are collectively
referred to herein as the "Reversion Amount". Pursuant to
the provisions of this subparagraph, Author is responsible
for the full and complete reimbursement to Company of the
Reversion Amount, and the full payment by Author of the
Reversion Amount is a condition precedent to the reversion
of the Property (i.e., until Company has been fully paid the
Reversion Amount, all right, title, and interest in and to the
Property shall remain with Company). Author shall
reimburse the Reversion Amount to Company out of the first
monies received by Author (or Author's successor, assignee,
licensee, or other transferee [collectively, "assignee"]) in
consideration of the sale, transfer, assignment, license, or
other disposition or production, distribution, or other
exploitation of the Granted Rights. If such first monies are
insufficient to fully reimburse Company for the Reversion
Amount, Author shall pay Company the remaining portion
of the Reversion Amount within ten (10) business days after
Author's receipt of the Reversion Amount from the
assignee. In the event Author does not pay the remaining
portion of the Reversion Amount within such ten (10)
business day period, Company shall have the right to recoup
the remaining portion of the Reversion Amount from any
and all monies then or thereafter due or payable to Author
under any and all agreements between Company and
Author. Such reimbursement of the Reversion Amount shall
be made promptly after Author's or any such assignee's
receipt of such first monies, but in no event later than the
commencement of principal photography or voice recording
of any motion picture, television production, or other
production based on or derived from any portion of the
Granted Rights. Author shall remain primarily liable for the
reimbursement to Company of the Reversion Amount until
full payment has been made. Notwithstanding any reversion
pursuant to this section, Company, shall retain the right to
advertise, broadcast, distribute and otherwise exploit the</th></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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EFTA00038149

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>e)

f)</th><th>pilot (and any other material produced prior to such
reversion) in any and all media now known or hereafter
known or devised throughout the universe in perpetuity.
ii. Upon exercise of the Option and payment of the Series.
Purchase Price and/or the Film Purchase Price, Author
grants to Company as security for the full repayment of the
Reversion Amount, a lien upon, and first priority security
interest in, the Granted Rights and the proceeds of all
exploitation of the Granted Rights or any portion thereof in
all media, whether now known or hereafter devised.
Promptly upon Company's request, Author shall execute
such security agreements, financing statements and other
documents as Company deems reasonably necessary to
create and perfect such security interest. If Author fails to
do so, Company may execute such documents, as Author's
attorney-in-fact, which appointment shall be irrevocable
and coupled with an interest. After all amounts due to
Company have been paid in full, upon Author's request,
Company will execute such documents as Author deem
reasonably necessary to terminate such security interest.
iii. Reversion is also subject to Author's indemnification of
Company in writing from all liability in connection with any
further development, production, distribution, and/or
exploitation of the applicable new production, such written
indemnification to be in a form reasonably satisfactory to
Company and entered into by, as Company reasonably
approves, Author or a third party.
iv. Provided the Reversion Amount is fully reimbursed to
Company and subject to Company's security interest
provided for herein, all rights relating to the Property that
are acquired by Company under this Agreement (other than
any original material created by or for Company, including,
without limitation, new characters, new elements,
screenplays, designs, storyboards, and music and lyrics
created in connection with the Productions, ownership of
which shall remain vested solely in Company's name) shall
revert to Author free and clear of any obligation to
Company, provided that Author execute, as a condition
precedent to such reversion, a project termination
agreement.

Reversion is also subject to Author's indemnification of
Company in writing from all liability in connection with any
further development, production, distribution, and/or
exploitation of the applicable new production, such written
indemnification to be in a form reasonably satisfactory to
Company and entered into by, as Company reasonably
approves, Author or a third party.
Notwithstanding any reversion pursuant to this section,
Company, shall retain the right to advertise, broadcast,</th></tr><tr><td></td><td></td><td></td><td>distribute and otherwise exploit the pilot (and any other</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>material produced prior to such reversion) in any and all media
now known or hereafter known or devised throughout the
universe in perpetuity.</th></tr><tr><td>19.</td><td>Creative Consultation</td><td>Author shall be given a meaningful opportunity to review and
consult on the most relevant creative elements of the
development materials and the Productions.</td></tr><tr><td>20.</td><td>Ownership</td><td>Company shall be the sole owner of all finished Productions and of
all related materials, and shall be free to exploit and distribute the
Productions and the created audio-visual formats (the "Formats")
in all media, in perpetuity, subject to the revenue share detailed
below.</td></tr><tr><td>21.</td><td>Holdback</td><td>In the event Company does not acquire the adaptation rights to
develop and produce the episodic series or the feature film, and
should such adaptation rights are assigned to a third party, the
resulting audiovisual work shall not be premiered before a period
of five (5) years from the execution of the Option elapses and never
before two (2) years elapse from the premiere of the series or film
(if such rights are acquired), as applicable.</td></tr><tr><td>22.</td><td>Contingent
Compensation</td><td>Author shall be entitled to five percent (5%) of Company's MAGR
from the exploitation of the Productions (the "Contingent
Compensation"). MAGR is defined in Exhibit A.</td></tr><tr><td>23.</td><td>Premiers</td><td>In the event Company organizes a premier screening event of a
Production, then Company shall invite and Steve
Ross plus one guest each, to the premier of the Productions, if.</td></tr><tr><td>24.</td><td>Representations and
Warranties</td><td>Author represents and warrants, as follows:
a) Power and Authority. Author has the unrestricted right, power,
and authority to enter into this Agreement and to sell and
assign to Company the Granted Rights, and the consent of no
other person or entity is necessary in order for Author to enter
into and fully perform this Agreement;
b) Sole Author. Author is the sole writer of the Property (and any
revisions made by Author thereto) and Author is the sole and
exclusive owner of all of the Granted Rights (including, without
limitation, all copyrights and extensions and renewals of
copyright) and owns all necessary rights therein to grant all of
the Granted Rights to Company without payment of any
additional sums therefor by Company or any successor,
licensee, or assignee;
c) Granted Rights Unencumbered. Author has not granted or
assigned or otherwise transferred any of the Granted Rights to
any third party(ies), and will not do so during the Option Period
or thereafter if the Option is exercised, Author has not done or
authorized to be done any act or thing whereby the Granted
Rights have been encumbered or materially impaired, and will
not do so during the Option Period or thereafter if the Option is
exercised;
d) No Impairment of Rights. There are no and shall be no
outstanding options with respect to all or a portion of any of the
Granted Rights, and there are no and- to the best of Author's
knowledge- shall be no claims, demands, liens, litigation, or
other proceedings or encumbrances, pending, threatened, or</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th rowspan="2"></th><th>suspected, that could in any way impair, limit, or diminish any
of the Granted Rights, or which, if sustained, would be a
material breach to Author's warranties, representations,
and/or agreements contained in this Agreement. No attempt
hereafter will be made by Author or with Author's authorization
to encumber, diminish or impair any of the Granted Rights and
all appropriate protection of the Granted Rights will continue to
be maintained by Author;
e) Originality. The Property shall be wholly original by Author
except for pre-existing sources, research or materials in the
public domain or material added, changed, or altered by
Company, and no incident, element, or part of the Property is
taken or copied from any other work or source;
f) Title. The title of the Property may be legally and exclusively
used by Company in any manner whatsoever, including without
limitation, as the title of any motion picture, audio-visual
program or other work based upon the Property;
g) No Infringement. To the best of Author's knowledge in the
exercise of reasonable prudence, the Property does not and
shall not infringe any copyright of any person or entity and does
not violate the right of privacy or publicity or any other personal
or property right of, or constitute a libel or slander against, any
person or entity;
h) No Disability. Author is not subject to any conflicting obligations
or any disability that will or might prevent or materially
interfere with the execution and performance of this
Agreement by Author;
i) Copyright. The Property enjoys and will enjoy statutory
copyright protection in the U.S., and all countries adhering to
the Berne and/or Universal Copyright Convention, and no part
of the Property will be in the public domain;
j) Prior Exploitation. As of the date of this Agreement, neither the
Property nor any part thereof has been performed or otherwise
exploited in any audio-visual form or manner whatsoever;
k) Plugola/Payola. Author acknowledges that it is a crime under
Section 507 of the Federal Communications Act for any person
in connection with the production or preparation of any
Production intended for broadcasting to accept or pay any
money or provide any service or other valuable consideration
for the inclusion of any matter as a part of any such Production
without disclosing the same to the employer of the person to
whom such payment is made or to the person for whom such
Production is being produced, and that it is Company's policy
not to permit any employee to accept or pay any such
consideration. Author has not paid or accepted, shall not pay or
accept, and has no knowledge of the payment or acceptance of
any money, service, or other valuable consideration for the
inclusion of any plug, reference, product identification, or any
other matter in the Property and/or Productions and further
agrees to promptly deliver to, upon Company's request, such</th></tr><tr><td></td><td>affidavits and/or statements as Company may require with</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>respect to Section 508 of the Federal Communications Act, as
amended; and,
I) Author's Representations. All of the representations and
warranties of Author set forth in the Agreement are true and
correct and will be true and correct as of completion of all of
Author's services in connection with the Productions as
contemplated herein.</th></tr><tr><td>25.</td><td>Indemnification</td><td>Author agrees to indemnify, and hold harmless Company, its
successors, licensees and assigns, and the officers, parents,
affiliates, directors, shareholders, agents, representatives, and
employees of each of the foregoing, and any other person(s) or
entity(ies), in whole or in part, owning, financing, producing, or
otherwise exploiting the Productions and/or any other motion
picture or other work based on the Property, and each of them,
from and against any and all claims, liabilities, losses, damages,
costs, expenses (including, but not limited to, reasonable outside
attorneys' and reasonable outside accountants' fees and court
costs, whether or not in connection with litigation) and judgments
(collectively, "Claims") brought or incurred by third parties arising
out of Author's breach of this Agreement.</td></tr><tr><td>26.</td><td>Confidentiality</td><td>Author shall not individually, or through any publicity
representative or otherwise, circulate, publish or otherwise
disseminate any news story, article, book or other publicity
relating to the subject matter of this Agreement, Company, the
Productions or the Granted Rights to Company in connection with
the Productions, unless first approved in writing by Company.
Author shall not acquire any right under this Agreement to use,
and shall not use or permit the use of, the name or any fanciful
characters or designs, logos or trademarks of Company or that of
its successors or assigns, or of any telecaster or other exhibitor of
the Productions, or the parent, subsidiary or affiliated entities of
each of the foregoing. Author also shall not disclose to any third
party any information to which either of them has had or will have
access concerning any of the Productions and/or any of
Company's, or its related companies, operations or programming
or other services or the terms and conditions of this Agreement,
except as expressly permitted by Company in writing, or as
required by law or the valid order of a court of competent
jurisdiction, in which event Author shall so notify Company and
shall seek confidential treatment of such information (if available).
Without limiting the foregoing, Author shall not (nor shall Author
authorize others to) disclose to any party any information obtained
or learned as a result of any of their involvement with the
Productions, including without limitation any information
concerning or relating to the Productions, the performers,
participants, the events contained in the Productions, the outcome
of the Productions or any of the other narrative details of the
Productions, unless and solely to the extent such information
becomes available to the public through no breach (whether direct
or indirect) of this paragraph by Author. The foregoing shall not be
deemed to prohibit Author from: (a) providing the financial terms</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>of this Agreement solely for "quote" purposes to other third
parties who wish to engage Author (unless any such financial terms
are expressly referred to herein as "non-precedential" or "non-
quotable"); and (b) issuing personal publicity which includes
incidental references to the Productions and Author's involvement
therein, provided the same occurs after the initial press release for
the Productions has been issued by Company and does not
mention the Productions, Company or any other person or entity
involved therewith in an unfavorable or derogatory manner. For
the avoidance of doubt, Author's confidentiality obligations and
publicity restrictions hereunder shall apply to any and all media
whatsoever, including, without limitation, any social networking
site; micro-blogging service; user-generated or user-uploaded
content website; online forum, discussion thread or comment
section; personal website or blog; user modified website ("wiki");
and any other website, service, platform, program, application or
other form or method of communication, whether now known or
hereafter devised. For example, Author may not make disclosures
prohibited hereunder via Facebook, Twitter, YouTube, or any other
similar website or service, whether existing now or in the future.</th></tr><tr><td>27.</td><td>Notices</td><td>If to Author:
(*).</td></tr><tr><td></td><td></td><td>If to Company:
Cowan DeBaets Abrahams &amp; Sheppard LLP, 41 Madison Avenue,
38th Floor, New York, NY 10010.</td></tr><tr><td>28.</td><td>No Obligation to Sell,
Produce or Release</td><td>Notwithstanding any other provision of this Agreement to the
contrary, Company will not be obligated to: exercise the Option or
any extensions thereof; develop, produce, release, broadcast,
distribute, or otherwise exploit any audio-visual or podcast under
this Agreement or continue any such development, production,
release, broadcast, distribution, or exploitation, if commenced; sell
any or all of the rights granted herein to any Company or otherwise
exercise any of the rights granted to Company under this
Agreement. If any of the rights granted to Company herein are sold
to a third party, Company shall have no obligation to ensure that
any such third party exercises the Option or any extensions
thereof; develops, produces, releases, broadcasts, distributes, or
otherwise exploits any audio-visual or podcast under this
Agreement or continues any such development, production,
release, broadcast, distribution, or exploitation, if commenced.
Other than as specifically set forth in this Agreement, Company
shall not be obligated to make any so-called residual, rerun, foreign
use, or theatrical use payments with respect to any motion picture
produced pursuant to the rights granted to Company herein. The
compensation payable to Author herein is an all-inclusive flat fee
and shall constitute full and sufficient consideration for any and all
uses of the Productions, and all elements thereof, in any and all
media, whether now known or hereafter developed, throughout
the universe, in all languages, in perpetuity, in all versions
(including without limitation digitized versions), and for any and all</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

Commented [GL1]: Please complete.
Gentile, Lucia
2021-12-13 10:48:00

6.Silenced No More Silenced No More Literary Option Agreement v2 d

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EFTA00038154

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>purposes, including, without limitation, all replays, broadcasts in
any foreign area, theatrical exhibitions and exhibitions in any
supplemental market.</th></tr><tr><td>29.</td><td>No Partnership/Joint
Venture</td><td>Nothing herein contained will constitute a partnership between, or
joint venture of, the parties to this Agreement or establish either
party as the agent of the other. No Party hereto will hold itself out
contrary to the terms of this section, and no Party will become
liable for the representation, warranty, act, or omission of any
other contrary to the provisions hereof.</td></tr><tr><td>30.</td><td>Remedies</td><td>a) Author's Remedies / No Injunctive Relief: Author acknowledges
that, in the event of any breach of this Agreement by Company
or any third party, the damage, if any, caused to Author thereby
will not be irreparable or otherwise sufficient to entitle Author
to seek injunctive or other equitable relief. Author
acknowledges that its rights and remedies in any such event will
be strictly limited to the right, if any, to recover damages in an
action at law, and Author shall not have the right to terminate
this Agreement or any of Company's rights hereunder, neither
the right to enjoin the distribution, publication, or other use of
the Granted Rights or the exercise of any right in and/or to the
Productions, nor the right to enjoin the production, exhibition
or other exploitation of any motion picture produced pursuant
to the Granted Rights, any element thereof, any subsidiary or
allied rights with respect thereto, or any other results and
proceeds of Author's services hereunder, nor will Author have
the right to terminate their respective services or obligations
hereunder by reason of such breach. Without limiting the
foregoing or Company's other rights under this Agreement or
at law or in equity, under no circumstances will any act or
omission of Company which would otherwise constitute a
breach or alleged breach of this Agreement be deemed such
unless Author notify Company in writing setting forth in detail
the basis for such breach or alleged breach and Company fails
to commence reasonable efforts to cure such breach or alleged
breach within thirty (30) days of Company's receipt of such
notice.
b) Company Remedies: The rights and services which are the
subject matter of this Agreement are of a special, unique,
extraordinary and intellectual character which gives them a
peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in an action at law and
which would cause Company great irreparable injury and
damage. Accordingly, Company shall be entitled to seek
injunctive relief, to preserve its rights and interest in and to such
rights and services. This provision shall not, however, be
construed as a waiver of any rights Company may have for
damages or otherwise arising from any breach of this
Agreement. At all times, Company shall have all rights and
remedies which it has at law or in equity pursuant hereto or
otherwise, all of which rights and remedies shall be construed</td></tr><tr><td></td><td></td><td>as cumulative.</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th>31.</th><th>Copyright</th><th>a) Protection of Copyright
i. Author shall ensure that the Property will be protected by
copyright and will be registered in the United States
Copyright Office in Washington, D.C. for copyright
protection, following initial publication in the United States.
In connection therewith, Author agrees and acknowledges
that (1) the Property is a work of authorship protected under
Title 17 of the United States Code and is intended to
constitute, and does constitute, "intellectual property"
within the meaning of sections 101(52)(E) and 365(n) of Title
11 of the United States Code (the "Bankruptcy Code"), and
(2) the rights of Company hereunder are "rights to
intellectual property" within the meaning of such sections.
ii. Author shall take all reasonable steps at Author's expense to
protect all copyrights pertaining to the Property from
infringement, and Author agrees that it will institute such
action and proceedings as may be reasonable to prevent any
unauthorized use, reproduction, exhibition or exploitation
by third parties of the Property or any part thereof which
may be in contravention of the rights granted to Company
hereunder. Company shall provide Author copies of all
documents executed pursuant hereto.
iii. If Author elect not to take any action in the event of an
infringement of copyright or of the Granted Rights, Author
shall so notify Company promptly, in writing, and Company
shall have the right, but not the obligation, to take such
action as Company shall deem reasonable in the
circumstances, at Author's sole cost and expense. Author
appoints Company as its attorney-in-fact (which power is
coupled with an interest) to act in its name for the purpose
of permitting Company to prevent any unauthorized use,
reproduction, exhibition or exploitation of the Property or
any part thereof.
iv. Author further agrees that it shall not take any steps to
prevent, challenge or otherwise hinder Company from
registering any and all of Company's interest in the
Productions with the United States Copyright Office in
accordance with this Agreement.

b) Copyright Termination
i. If at any time after Company's exercise of the Option, Author
or any party succeeding to Author's termination interest or
otherwise claiming through Author or any other party so
empowered by law is deemed to have any right to terminate
any or all of the rights granted to Company hereunder (the
"subject rights") pursuant to Section 203 or 304 of Title 17
of the U.S. Code (the "Copyright Act") or any other laws of
the United States, or any of its subdivisions, or of any foreign
country, nothing in this Agreement shall be deemed to
preclude Author from freely exercising said right to</th></tr><tr><td></td><td></td><td>terminate. Any exercise or further grant of the subject rights</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>so terminated shall be subject to the terms and conditions
of this paragraph. Any such right to terminate the subject
rights shall in no event apply to any rights granted to
Company hereunder other than those rights arising under
the Copyright Act or any comparable act of a foreign
country. If the parties do not reach an agreement with
respect to a reacquisition of the subject rights prior to the
effective date of such termination, Company shall have a
right of first negotiation and last refusal with respect to the
subject rights as follows: If at any time, Author proposes to
accept or make a bona fide offer to produce, license,
transfer or exploit ("Exploit") any of the subject rights,
Author shall first offer to negotiate to grant such rights to
Company by giving Company written notice of the rights
which Author desires to Exploit and the terms and
conditions of any proposed transaction. Within ten (10) days
after the receipt of such notice, Company may notify Author
whether or not Company desires to negotiate, failing which
Company shall be deemed to have elected not to negotiate.
If Company notifies Author within such ten (10) day period
that it elects to negotiate, then the parties shall negotiate in
good faith regarding the subject rights for a period of thirty
days thereafter. If Company agrees to negotiate, but such
negotiations do not result in an agreement between the
parties within such thirty (30) day period, then Author
thereafter may negotiate with any third party with respect
to the subject rights; provided, that Company may meet any
bona fide third party offer which Author are willing to accept
(or which is proposed by Author to any third party) ("Third
Party Offer"). Author shall give Company written notice of
the Third Party Offer, specifying its particulars, including, but
not limited to, the identity of the offeror or offeree, the price
and other terms, and Company shall have the exclusive right
for ten days after its receipt of such notice to acquire the
subject rights upon the terms and conditions in Author's
notice; provided, that Company shall not be required to
meet any term of condition of the proposed transaction
which may not be as easily met by Company as by any other
party. If Company exercises its right within such ten (10) day
period, then Company shall be deemed to have acquired the
subject rights and Author shall execute and deliver such
additional documentation as Company may reasonably
request to further evidence such acquisition. If Company
fails to exercise its rights, Author may make or accept the
Third Party Offer; provided, that if the transaction
contemplated by such Third Party Offer is not consummated
upon the terms and conditions in Author's notice within
sixty (60) days after the expiration of such ten (10) day
period, or if such transaction is so consummated but the
subject rights return to Author for any reason, then
Company's rights hereunder shall revive and apply to each</th></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th>further Third Party Offer regarding the subject rights.
ii. Author agrees to use commercially reasonable good faith
efforts to prevent the Property from becoming public
domain material to the extent possible; (to the extent
required by law) to cause to be affixed to each copy of the
Property or any part thereof published or offered by sale by
or with the authority of Author, notice of copyright
complying in all respects with the U.S. copyright law and
with the Universal Copyright Convention; and to register the
Property wherever necessary for such protection. If the
Property or any part thereof is unpublished at the time any
motion picture or sound record produced hereunder is
published or released, it is expressly agreed that any
statutory copyright secured by Company in its own name
hereunder, covering such motion picture or sound record,
shall extend to any and all copyrightable component parts of
such motion picture or sound record, and shall be held by
Company and that Company may, if it so elects, obtain
separate statutory copyright protection for the Property or
any part thereof in the name of Company, or otherwise, as
it may elect.
iii. Author recognizes that a material part of the consideration
motivating Company to enter into this Agreement is that
Company shall enjoy all rights granted to Company for the
full term of any and all of said copyrights (including, without
limitation, all extensions of such copyrights, and to the full
extent for or at any time hereafter permitted by law, the
renewal term of all United States copyrights involved). If any
United States statutory copyright in the Property or any part
thereof was existing prior to January 1, 1978 and is in its
initial term as of the date hereof, Author agrees to make
application for, and secure a renewal of, each and every such
United States copyright involved, prior to the expiration of
each such copyright, or, if Author is not entitled to renew
any such copyright, Author will use its best efforts to cause
the person entitled to do so to make application for, and
secure a renewal of, such copyright; and in either event
Author will promptly notify Company in writing that such
renewal copyright has been applied for and has been
secured. Promptly after each such copyright has been
renewed, Author shall, without payment of any further
consideration by Company, execute and deliver to Company,
or cause to be executed and delivered to Company, such
further instrument or instruments as shall be necessary or
proper to vest in Company all of the rights herein granted
for the full period of such renewal copyright, upon and
subject to all of the identical terms, conditions, limitations,
representations, covenants and warranties herein
contained, except for the monetary consideration herein
specified. Regardless of the execution and delivery of any
such instrument, all such rights shall be deemed to have</th></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>been acquired by Company under such renewal copyright
upon and subject to all of the terms, conditions, limitations,
representations, covenants and warranties herein contained
simultaneously with the effective date of renewal of such
copyright.</th></tr><tr><td>32.</td><td>Legal Clearance</td><td>Upon Company's request, Author shall cooperate with Company
or any attorneys for Company or any insurance company
providing errors and omissions insurance for the Productions, in
connection with the legal clearance of such Productions</td></tr><tr><td>33.</td><td>Public Domain
Material/Member of
the Public</td><td>Nothing contained in herein: (a) shall at any time limit Company's
right to utilize freely, in any work or production, any story, idea,
plot, theme, sequence, scene, episode, incident, name,
characterization or dialogue or other material which may be in
the public domain, whether included in the Property or derived
from some other source; or (b) shall be construed to be prejudicial
to or operate in derogation of or prejudicial to any rights,
licenses, privileges or property which Company may enjoy or be
entitled to as a member of the public, as if this Agreement were
not in existence. Company may exercise any such rights, licenses,
privileges or property at any time and in any manner, whether
or not competitive with the activities of Author. This section shall
not affect the scope or validity of Author's representations,
warranties or indemnities in this Agreement.</td></tr><tr><td>34.</td><td>Applicable Law</td><td>This Agreement shall be construed and enforced in accordance
with the internal laws of the state of New York. The Parties agree
to submit to the exclusive jurisdiction and venue of the federal and
state courts of the State of New York located in the City of
Manhattan, which the Parties acknowledge and agree are
convenient forums to litigate any such action. The Parties waive
any right to transfer such action to any other court and expressly
consent to the permanent jurisdiction of such courts with respect
to the resolution of any disputes under this Agreement and agree
to be bound by the judgment rendered by such courts.</td></tr><tr><td>35.</td><td>Additional Documents</td><td>a) Without limiting Author's obligations or Company's rights
under this Agreement, Author shall execute, acknowledge,
verify, and deliver to Company or cause to be executed,
acknowledged, verified and delivered to Company any and all
further assignments, instruments and documents pertaining to
the Granted Rights, consistent herewith, which Company may
request and deem necessary to effectuate the purposes and
intent of this Agreement and in the form Company may
prescribe, after opportunity to review; provided, however, that
Author's failure or refusal to do so shall not affect any of
Company's rights in the Property, or any of Author's
representations or warranties with respect thereto. Without
limiting the generality of the foregoing, Author agrees to timely
obtain or cause to be obtained renewals of all copyrights in and
to the Property. If Author fail or refuse to do so after a
reasonable opportunity to review and negotiate such
instruments or documents not to exceed five (5) business days
(or three [3] business days in exigent circumstances as</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th>determined by Company in good faith), Author hereby appoints
Company (which such appointment is coupled with an interest
and hence irrevocable) as Author's attorney-in-fact to execute
any such instruments and documents in Author's name and on
Author's behalf and to institute and prosecute such
proceedings as Company may deem expedient to secure,
protect, or enforce the rights Company is acquiring hereunder.
Company shall have the right to place the same of record in the
U.S. Copyright Office and elsewhere as Company may
determine. Company may sue in its own name or may use the
names of Author or may join Author as party plaintiff or
defendant in any such suit or proceeding. Company shall
provide copies of all final documents to Author executed on
Author's behalf under this section following Author's request
therefor provided, however, inadvertent failure to so provide
such documents shall not be a breach hereof. Notwithstanding
the failure or omission of any party to this Agreement to
execute and/or deliver such additional instruments, it is agreed
that upon the exercise of the Option, all rights agreed to be
transferred to Company pursuant to this Agreement shall be
deemed vested forever in Company, effective as of the date of
the exercise of the Option, which rights shall be irrevocable
under any and all circumstances, subject to reversion provided
for in section 18.
b) Concurrently with the execution of this Agreement, Author
shall execute the short-form assignment (hereinafter, the
"Assignment") attached to and incorporated in this Agreement.
If Company shall exercise the Option and pay the Series
Purchase Price and/or the Film Purchase Price, Author's
signature on the Assignment shall be deemed to be effective
and the Assignment shall constitute a valid and binding
agreement and assignment and shall be deemed to have been
executed, and shall be dated and deemed to be effective, as of
the date of exercise of the Option. Company is authorized and
empowered to date the Assignment accordingly. If Company
fails to exercise the Option, then Author's signature on the
Assignment shall be void and of no further force and effect
whatsoever, and Company shall not be deemed to have
acquired any rights in the Property other than the Option
provided for in this Agreement.
c) Concurrently with the execution of this Agreement, Author
shall execute and deliver to Company the short-form option
agreement (hereinafter, the "Option Agreement") which is
attached to and incorporated in this Agreement. Company may
record the executed short-form Option Agreement at any time,
and may record the executed Assignment (but only after
exercise of the Option and payment of the Series Purchase Price
and/or the Film Purchase Price) with the U.S. Copyright Office</th></tr><tr><td></td><td>and with the copyright office or comparable registry of any
country.</td></tr><tr><td>36. Assignment</td><td>Company may transfer and assign this Agreement or all or any of</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

<table><tr><th></th><th></th><th>its rights or privileges hereunder, and/or delegate all or any of its
obligations hereunder, to any person or entity. In the event of such
assignment or delegation, Company shall remain secondarily liable
hereunder (unless such assignment or delegation is to a so-called
"major" or "mini-major" motion picture distributor or television
network, any similarly financially responsible party, or any party
which substantially controls, is substantially controlled by or is
under common control with Company or which through merger,
consolidation or acquisition succeeds to substantially all of the
assets of Company, and such assignee/delegee assumes in writing
all of Company's obligations hereunder, in which event Company
shall be released and discharged from all of its obligations.
hereunder and Author shall look solely to such assignee or delegee,
as the case may be, for performance thereof). Author may not
assign this Agreement or any rights hereunder, in whole or in part,
except with Company's prior written approval, and any such
purported assignment shall be deemed null and void. This
Agreement shall be binding upon the parties hereto and their
successors and permitted assigns, and shall inure to the benefit of
Company's successors, licensees and assigns.</th></tr><tr><td>37.</td><td>Miscellaneous</td><td>Nothing herein shall be construed to require the commission of
any act contrary to law. In the event of any conflict between any
provision of this Agreement and any present or future statute, law
or regulation, the latter shall prevail and the affected provision of
this Agreement shall be modified only to the extent necessary to
bring it within legal requirements, such provision shall be deemed
stricken from this Agreement to the extent required to bring it
within the legal requirements and the remaining terms of this
Agreement shall continue in full force and effect. No waiver by
either Party of any failure by the other to perform hereunder shall
be deemed a waiver of any preceding or succeeding breach of the
same or any other obligation. Company may deduct and withhold
from Author's compensation all amounts required to be deducted
or withheld under any present or future statute, law, ordinance,
regulation, order, writ, judgment or decree.</td></tr><tr><td>38.</td><td>Entire Agreement</td><td>This Agreement (including exhibits and all accompanying
documents) contains the entire understanding between the
Parties regarding this subject matter, supersedes any prior or
contemporaneous understandings or agreements between the
Parties with respect to Property, whether written or oral, and
constitutes a valid and binding agreement. No officer, employee or
representative of Company has any authority to make any
representation or promise in connection with this Agreement or
the subject matter of this Agreement that is not contained in this
Agreement and Author has not executed this Agreement in
reliance upon any such representation or promise. Any
modification or amendment of this Agreement must be in writing
and signed by both Parties.</td></tr><tr><td>39.</td><td>Counterparts</td><td>This Agreement may be executed in any number of counterparts
(including, without limitation, in facsimile, PDF or other electronic</td></tr></table>

# CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT (cont.)

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form), all which taken together shall be deemed an original and constitute one single agreement between the Parties.

ACCEPTED AND AGREED TO:

ACCEPTED AND AGREED TO:

BRAVEN FILMS LLC

By:
Name:

Title:



By:
Name:

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# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR)

a) "Gross Receipts" means all non-returnable, non-refundable revenues actually received and earned by Company (and which are convertible to U.S. currency) in the United States from all sources worldwide in connection with Ancillary Use(s) (as defined below) of the Series (herein, "Project"), if any, including (if and when earned) non-returnable, non-refundable advances specifically related to the Project that otherwise qualify as Gross Receipts, but excluding all: (i) revenues received, earned, allocated, or recorded from distribution, availability, or other exploitation of the Project on Network Services, including, but not limited to, advertising revenue and subscriber fees; (ii) revenues received, earned, allocated, or recorded from distribution, availability, or other exploitation of a Project cycle or episode on Third-Party Network Services (such a cycle, or the cycle of which such episode is a part, the "Applicable Cycle"), (x) which distribution, availability, or exploitation occurs before the end of the six months following the Applicable Cycle's last episode's Premiere during such Applicable Cycle's Premiere ("Premiere" means the first distribution, availability, or other exploitation on any Network Service(s) and/or Third-Party Network Service(s)) (such end date, the "Tail End Date") or (y) which revenues constitute advertising revenue; (iii) Network trademark license fees, Network brand fees, promotional fees, and/or marketing/advertising monies, in each case paid in connection with the Project and/or any Ancillary Uses; (iv) amounts paid or payable to Company to finance development, production, or distribution costs or expenses, or as advances for such amounts, or as reimbursement of such costs or expenses; (v) tax benefits related to the Project, including, but not limited to, tax or other governmental credits or incentives ("Tax Credits") and any foreign tax credits; and (vi) amounts paid or payable to Company in connection with Company furnishing, supplying, rendering, procuring, arranging for, or making available any materials, equipment, facilities, or services in connection with the Project and/or any Ancillary Uses thereof. With respect to revenues received pursuant to agreements that cover other projects in addition to the Project, which revenues would otherwise constitute Gross Receipts: Company will allocate to Gross Receipts a portion (determined in Company's sole good-faith discretion) of such revenues. Participant acknowledges that the foregoing allocation requires the application of subjective factors, and Participant therefore waives any remedy Participant may have at law or equity with respect to Company's allocation of revenues made in accordance with this Paragraph.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

b) "Modified Adjusted Gross Receipts" means Gross Receipts less the following items on a continuing basis in the following order: (a) a 15% distribution fee; (b) distribution costs and expenses incurred in connection with distribution and other exploitation of any Ancillary Uses (including, but not limited to, any and all development, production, manufacturing, publishing, publicity, advertising, marketing, promotion, delivery, and guild residual/reuse costs associated with such Ancillary Use, but less all Tax Credits received and credited against such costs and expenses (which Tax Credits are not excluded from Costs deducted pursuant to clause (f) below)) ("Expenses"); (c) the contingent portion of any agency package commission payable on account of any Ancillary Use (defined below); (d) any and all third-party participations payable by Company in connection with the Project, other than those payable to net profit participants; (e) interest on the Costs (as defined below) at an annual percentage rate equal to 2% over and above the rate announced from time to time by J.P. Morgan Chase as its prime rate on unsecured loans ("Interest"); and (f) any and all costs incurred in connection with the development, production, and delivery of the Project (as defined in the Agreement) (including, but not limited to, any amounts payable to Participant) (collectively, "Production Costs"), but less all Tax Credits received and credited against such costs, plus an overhead charge of 15% of the Production Costs and Interest ("Overhead") (Overhead and Production Costs, together, "Costs").

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

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	c) "Ancillary Use(s)" means all distribution, availability, and/or exploitation of the Project, if any, in any manner or media now known or hereafter devised (including, but not limited to, DTO (as defined below)), throughout the universe, in perpetuity, other than (i) on Network Services, (ii) on Third-Party Network Services (x) before the Tail End Date or (y) to the extent revenues therefrom constitute advertising revenue, and (iii) the use or licensing of elements or characters from the Project which were not created by Participant and/or on which Participant did not perform services. "DTO" means the method commonly referred to as download-to-own (DTO) or electronic-sell-through (EST), i.e., permanent download, or the method commonly referred to as download-to-rent (DTR), in each case directly to the consumer through retail digital-distribution services (e.g., iTunes or Amazon Video), including (notwithstanding clause (i) of the foregoing sentence) any such services that constitute Network Services, for a discrete charge paid by such consumer for such episode (or "season" or other bundle of episodes).

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

	d) "Network Services" means all Viacom CBS Media Networks ("Network") branded and/or affiliated worldwide content distribution services, blocks, and feeds made available on any platform (including television, online, players, areas, applications, etc.) and in any manner (including linear, on-demand, non-permanent download, etc.), by any means of transmission (including cable, satellite, telecom, internet, wireless, cellular, etc.), and/or on any device (including television, computer, tablet, mobile, etc.), whether now known or hereafter devised.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

	e) "Third-Party Network Services" means all third-party content distribution services to which Network makes available the Project, which services: make content available to their customers for exhibition on one or more platforms (including television, online, players, areas, applications, etc.) and in any manner (including linear, on-demand, non-permanent download, etc.), by any means of transmission (including cable, satellite, telecom, internet, wireless, cellular, etc.), and/or on any device (including television, computer, tablet, mobile, etc.), whether now known or hereafter devised; and charge their customers a subscription or other regular fee for the services and/or sell or display advertising in connection with making content available to customers. Third- Party Network Services do not include services or portions of services that charge a per-item transactional fee for the exhibition of one episode, series or project.

f) Interest will be charged only on the unrecouped Costs (i.e., (1) the aggregate of all amounts chargeable to Costs, minus (2) the aggregate of Gross Receipts, in each case on a continuing and cumulative basis) as of the mid-point and end-point of the applicable semi-annual accounting period.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

	g) Notwithstanding anything to the contrary contained in this Exhibit or in the Agreement: no exploitation of any subsequent production(s) based on the Project (each such subsequent production, a "Derivative Production") (as contrasted with exploitation of the Project) will constitute an Ancillary Use unless the Agreement specifically so provides; if the Agreement does specifically so provide, then, nonetheless, if Participant is engaged to render services and/or is entitled to receive contingent compensation in connection with a given Derivative Production, then revenue from such Derivative Production will not be included in the calculation of Participant's Modified Adjusted Gross Receipts participation set forth in the Agreement.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

h) The Parties acknowledge that, for purposes of the foregoing sentence, such subsequent productions that are a result of the sale, licensing, or other exploitation of the Project format ("Format Licensing") do constitute Derivative Productions, but because Format Licensing is an exploitation of the Project (and not of a Derivative Production), revenue from Format Licensing itself does not constitute Derivative Production revenue; however, license fees and (provided Participant is not otherwise receiving any contingent participation from such Format Licensing)

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contingent participation(s) from Format Licensing will be included in the calculation of Gross Receipts.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

	i) Company shall account to Participant with respect to Participant's share of Modified Adjusted Gross Receipts, if any, within 90 days after the end of each semi-annual period in which there are payments due Participant, and such statement of accounting will be accompanied by payment of Participant's share (if any) of any monies payable for such semi-annual period. Participant may, at Participant's own expense, audit Company's books and records relating to the Project in order to verify statements of accounting rendered hereunder. Each such audit will be conducted solely by a reputable firm of certified public accountants, upon reasonable advance written notice to Company, during reasonable business hours, at Company's offices, and in such manner so as not to interfere with Company's normal business activities, and, concurrently with each report such firm furnishes to Participant, such firm will furnish a true copy thereof to Company. Such right to audit is limited to the Project, and neither Participant nor Participant's representative will have the right to examine records relating to Company's business generally, or with respect to any other projects, for purposes of comparison or otherwise. Participant may so audit once per calendar year and each audit may continue for up to 30 consecutive calendar days. The records supporting the statements may not be audited more than once. Company's methods of treating any amount referred to in this Exhibit for tax or financial purposes will have no bearing on the computation of Modified Adjusted Gross Receipts. Each accounting statement furnished by Company pursuant to this Exhibit will be deemed conclusive and binding unless Participant objects thereto to Company in writing within 12 months after the statement is issued, stating in detail the basis for the objection. Participant may not bring any legal proceeding later than the expiration of the period of the applicable statute of limitations established by law or 12 months after making such objection, whichever occurs first. If Company makes any overpayment to Participant hereunder for any reason, Company (a) may deduct and retain for its own account the amount of such overpayment from any amounts that thereafter become due or payable by Company to Participant or for Participant's account, or (b) may demand repayment from Participant, in which event Participant shall repay such amount promptly.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

j) Participant acknowledges that Company is part of a diversified, multifaceted, international company, the commonly-controlled and third-party "affiliates" of which include, or may in the future include, among others and without limitation, exhibitors; television, online, wireless, application, and other "platforms"; networks, stations, programming services, distributors, video device distributors, cable and/or satellite operators, record companies, video game companies, and publishers (literary and/or electronic); and wholesale and/or retail outlets (individually or collectively, "Affiliated Company(ies)"). Participant further acknowledges that Company has the right in its sole discretion to make use of Affiliated Companies in connection with the distribution and exploitation of the Project as, when, and where Company deems it appropriate to do so. With respect to Company's dealings with commonly-controlled Affiliated Companies, Participant expressly waives any right to object to such distribution and exploitation of the Project (or aspects thereof) or assert any claim that Company should have offered the applicable distribution/exploitation rights to third parties (in lieu of, or in addition to, offering the same to commonly-controlled Affiliated Companies). In consideration thereof, if Company enters into any agreement with a commonly-controlled Affiliated Company with respect to any disposition of rights in the Project, the consideration for which falls within the definition of Gross Receipts hereunder, then Gross Receipts shall be credited with an amount equal to the reasonable value of such rights as determined by Company in its reasonable business judgment. Participant acknowledges and agrees that Participant's sole remedy against Company for any alleged failure by Company to comply with the terms of this subparagraph will be money damages, and Participant

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

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hereby waives any right to seek or obtain preliminary or permanent equitable relief in connection with any such alleged failure.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

k) If any provision(s) (or any portion(s) of any provision(s)) in this Agreement conflict(s) or could be interpreted to conflict with this paragraph for any reason (including, without limitation, any references to court, jurisdiction, judiciary, jury, action-at-law, or any other terms), the terms of this paragraph will control. Participant and Company agree that any and all controversies, claims or disputes arising out of or relating to this Exhibit and/or the conduct of the Parties hereunder or in connection herewith ("Dispute") will be the subject of good faith negotiation. If after good faith negotiation the Dispute is not resolved, and either party wishes to pursue the matter further, the Parties agree that the Dispute will be submitted to final and binding arbitration at the New York City office of JAMS, or its successor ("JAMS"), pursuant to the procedure set forth in subparagraph A. below. (A.) The arbitration will be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, in effect at the time the request for arbitration is made (the "Arbitration Rules"). The Parties agree that a Dispute will include the determination of the scope or applicability of this Agreement to arbitrate and the arbitrability of the Dispute, including, but not limited to, any claim of waiver. The arbitration will be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Unless the Parties agree otherwise, the neutral arbitrator will be a former or retired judge or justice of any New York state or federal court with substantial experience in matters involving the entertainment industry, who is affiliated with JAMS. The arbitrator will follow New York law in adjudicating the Dispute. The arbitrator will provide a detailed written statement of decision which will be part of the arbitration award. The arbitrator's award will be final and binding except to the extent that limited judicial review is permitted by applicable law. The Parties are to share the arbitration costs and the arbitrator's fees equally. Each party will remain responsible for its own attorneys' fees. The Parties waive the right to seek punitive damages and the arbitrator will have no authority to award such damages. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed. Neither the Parties nor the arbitrator will disclose the existence, content, testimony, evidence or results of the arbitration, except as necessary to comply with legal, statutory or regulatory requirements. Before making any such disclosure, a party will give written notice to all other parties and will afford such parties a reasonable opportunity to protect their interests. If either party refuses to perform any or all of its obligations under the final arbitration award within thirty (30) days of such award being rendered, then the other party may confirm or enforce the final award in any court of competent jurisdiction in New York County, New York. All Parties consent to the personal jurisdiction of the state and federal courts located in New York County, New York for purposes of confirming or enforcing any arbitration award. This clause will not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction in New York County, New York. (B.) The Parties acknowledge that this provision constitutes a waiver of each party's rights to a civil court action or a jury trial concerning matters covered by this provision; only an arbitrator, not a judge or jury, will decide the Dispute.

# EXHIBIT A
DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR) (cont.)

***

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# SHORT FORM OPTION AGREEMENT

FOR GOOD AND VALUABLE CONSIDERATION, receipt of which hereby is acknowledged,

(hereinafter, the "Author") hereby grants to BRAVEN FILMS LLC and its successors,

licensees, and assigns (collectively, "Company") the exclusive and irrevocable right and option to

purchase and acquire from Author certain rights, whether now known or hereafter devised (including,

without limitation, all copyrights and copyright renewals and extensions, all trademarks and trade

names, and all motion picture, audio-visual projects, allied, ancillary incidental, and subsidiary rights,

but excluding only such rights as are expressly reserved to Author pursuant to the "Agreement"

described below) throughout the universe in perpetuity, in and to the book written and owned by

Author entitled "Silenced No More", all as more particularly set forth in and subject to the terms and



conditions of that certain literary option/purchase agreement between Company and Author as of [*],

[*], 2021, to which this short form option agreement is expressly made subject (hereinafter, the

"Agreement").

The option herein granted may be exercised by Company as provided for in the Agreement.



Dated as of [*] [*], 2021.

ACCEPTED AND AGREED TO:

By:
Date:

# SHORT FORM OPTION AGREEMENT (cont.)

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ASSIGNMENT AGREEMENT

# SHORT FORM OPTION AGREEMENT (cont.)

KNOW ALL MEN BY THESE PRESENTS: That (hereinafter, the "Author"), for good and valuable consideration, receipt of which hereby is acknowledged, hereby sell, grant, transfer, assign and set over to BRAVEN FILMS LLC and its successors, licensees, and assigns (collectively, "Company"), certain rights (including, but not limited to, all copyrights in the rights granted and copyright renewals and extensions, all trademarks and trade names and all motion picture rights, audio-visual rights, television rights, and all allied, ancillary, incidental, and subsidiary rights, but excluding only such rights as are expressly reserved to Author pursuant to the "Agreement" described below) throughout the universe in perpetuity, in and to that certain book and all other literary material, characters, illustrations, artwork, plots, outlines, dramatizations, adaptations, translations, storylines, titles, and other elements, trademarks, and intellectual property in and/or based on the book entitled "Silenced No More" written and owned by Author, whether now existing or created hereafter, and the title(s) and all themes, illustrations, artwork, plots, contents, characters (to the extent applicable, if at all), stories, elements, adaptations, and versions thereof heretofore or hereafter written or created by Author or under his authority (collectively, the "Property"), all as more particularly set forth and upon and subject to the terms and conditions in that certain agreement between Company and Author dated as of [*], [*], 2021 (hereinafter, the "Agreement").

# SHORT FORM OPTION AGREEMENT (cont.)

Company is also hereby empowered to bring, prosecute, defend, and appear in suits, actions, and proceedings of any nature under or concerning all copyrights in and to the rights to the Property granted in the Agreement and all renewals and extensions thereof, or concerning any infringement thereof, or interference with any of the rights granted under said copyrights, or renewals and extensions thereof, in its own name or in the name of Author as copyright proprietor and, at its option, Company may join Assignors as a party plaintiff or defendant in any such suit, action or proceeding.

Dated as of [*] [*], 2021.

## ACCEPTED AND AGREED TO:

By:
Date:

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# PUBLISHER'S RELEASE

For good and valuable consideration, the undersigned hereby acknowledges and agrees in perpetuity, for the express benefit of BRAVEN FILMS LLC ("Company") and its representatives, successors, assigns and affiliates, that the undersigned has no claim to or interest in the worldwide motion picture rights (silent, sound, talking), episodic audio-visual series, live action and/or animated, podcast, radio broadcasting rights, home video rights, CD-ROM, DVD, CD-I and merchandising rights, or any other rights of any kind other than the print publication, eBook and single-or two voice non-dramatic "book- on-tape" rights that have been previously granted to the undersigned, in or to that certain literary work published (or to be published) by the undersigned and described as follows:

Title: "Silenced No More"
Written by:
Date and Place of Publication: [*].
Copyright Registration: [*].

# PUBLISHER'S RELEASE (cont.)

The undersigned hereby consent to the use of excerpts from the said literary work, not exceeding the lesser of ten percent (10%) of the text thereof or 7,500 world in the aggregate, for the purpose of advertising, publicizing and/or exploiting any feature film, audio-visual episodic series, podcast or other version based principally on said literary work, through the publication of such excerpts in summaries, synopses and fictionalizations, which may be copyrighted by and/or in the name of said author and/or author's heirs, representatives, licensees, and assigns, in any languages, in any and all countries of the world and in any form or media.

IN WITNESS WHEREOF, the undersigned has executed this instrument this [*] day of [*], 2021.

# PUBLISHER'S RELEASE (cont.)

Commented [GL3]: Please Complete.
Gentile, Lucia
2021-12-13 12:27:00

Notwithstanding anything in the contrary set forth above, the undersigned hereby consent to, and agrees that it will make no objection to, the publication and copyright, in any and all languages, in ant and all countries in the world, in any form or media, by Company or Company's affiliates, successors, assigns of licensee, forever, of screenplays, teleplays and scripts adapted form or based in whole or in part upon the literary work.

Commented [GL2]: Please Complete.
Gentile, Lucia
2021-12-13 12:27:00

M]

Name:

Title:

Date:

Commented [GL4]: Please complete.
Gentile, Lucia
2021-12-13 12:28:00

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