Contract analysis

1. SETTLEMENT PAYMENT Rennick shall pay to Fonseca the aggregate sum of $975,000.00 (Nine Hundred Seventy-Five Thousand Dollars) (the "Settlement Amount"), payable in two installments as follows: (a) First Installment. The sum of $600,000.00 (Six Hundred Thousand Dollars) shall be due and payable within fifteen (15) business days following the date on which both Parties have fully executed the Definitive Documents. F

2. RESTATED REVENUE WATERFALL Effective as of January 1, 2023, the CMP revenue waterfall, as established in the CMP Limited Liability Partnership Agreement dated March 8, 2017, and as amended from time to time, shall be restated and amended in the Definitive Documents as follows: (a) Management-Fee Cap Reduction. The management fee payable by CMP to RSV (or any successor, affiliate, or assignee of RSV) shall be perma

3. INDEPENDENT ACCOUNTANT All waterfall calculations, partnership distributions, and related financial computations for CMP shall be administered on a quarterly basis by an independent certified public accountant mutually selected by Fonseca and Rennick in their capacities as partners of CMP. For the initial period following execution of the Definitive Documents, Clearfield & Moss CPAs (Howard Moss, CPA, Partner-in-C

4. GOVERNANCE REFORMS The Definitive Documents shall incorporate the following governance reforms applicable to CMP, effective immediately upon execution: (a) Dual-Signature Requirement. Any single expenditure, disbursement, payment, or financial commitment by or on behalf of CMP in an amount exceeding $25,000.00 shall require the prior written approval of both Fonseca and Rennick before the expenditure is made or th

5. MUTUAL RELEASE As part of the Definitive Documents, each Party shall execute a mutual general release, releasing the other Party — and each Party's respective agents, employees, attorneys, affiliates, successors, assigns, heirs, executors, and administrators — from any and all claims, demands, actions, causes of action, suits, debts, liabilities, obligations, damages, losses, costs, expenses, and attorneys' fees,

6. DISMISSAL Upon execution of the Definitive Documents and receipt by Fonseca of the First Installment of the Settlement Amount as set forth in Section 1(a), the Parties shall jointly file with the Los Angeles Superior Court a stipulation to dismiss LASC Case No. 23STCV01897 in its entirety, with prejudice, including Fonseca's complaint and all claims asserted therein, as well as Rennick's counterclaim as provided i

7. RENNICK COUNTERCLAIM Rennick shall dismiss his counterclaim, which was filed on March 6, 2023, and which alleges that Fonseca breached her obligations of good faith and fair dealing under the CMP partnership agreement by unilaterally retaining Tillerman Forensic Advisory LLC to conduct a forensic review of CMP's financial records without obtaining Rennick's prior consent. Such dismissal shall be with prejudice and

8. NON-DISPARAGEMENT Neither Fonseca nor Rennick shall, directly or indirectly, make, publish, or cause to be made or published any disparaging, defamatory, or derogatory statements — whether oral, written, or electronic — about the other Party in connection with CMP, the management or financial affairs of CMP, the underlying litigation (LASC Case No. 23STCV01897), the mediation, or the settlement reflected in this T

9. CONFIDENTIALITY The terms and conditions of this Term Sheet and of the Definitive Documents, including, without limitation, the existence and amount of the Settlement Amount, shall be kept strictly confidential by both Parties. Neither Fonseca nor Rennick shall disclose any such terms to any third party, except as follows: (a) Each Party may disclose the terms to his or her respective legal counsel, accountants, f

10. RSV GOING FORWARD RSV may continue to provide management services to CMP following the execution of the Definitive Documents, subject to the following conditions: (a) All future invoices submitted by RSV to CMP for management services shall be subject to the reduced management-fee cap of 3% of gross receipts as set forth in Section 2(a) above. No invoice in excess of such cap shall be valid or payable. (b) All fu

11. DEFINITIVE DOCUMENTS Calderwood & Harkness LLP (Jeffrey Park, Esq., lead counsel for Fonseca) shall prepare the initial drafts of the Definitive Documents, consisting of: (i) the Settlement Agreement and Mutual Release; and (ii) the Restated Distribution Waterfall Agreement reflecting the terms set forth in this Term Sheet and any additional terms reasonably necessary to implement the agreements reflected herein.

12. BINDING EFFECT This Term Sheet reflects the material terms agreed upon by the Parties at and following the mediation on May 19, 2023. This Term Sheet is not itself a binding agreement and does not create enforceable obligations between the Parties. The Parties' rights and obligations with respect to the settlement shall arise only upon the execution and delivery of the Definitive Documents by all Parties thereto.