1035-00004 · Client 1035 · Settlement Documents

restated-distribution-waterfall.docx DOCUMENT Litigation

10 / 12 ← → ✕

EXHIBIT A

RESTATED DISTRIBUTION WATERFALL — COASTAL MERIDIAN PRODUCTIONS LLP

Effective January 1, 2023

This Restated Distribution Waterfall (the "Waterfall") is attached to and incorporated by reference into the Settlement Agreement and Mutual Release dated July 14, 2023 (the "Settlement Agreement"), by and among Marguerite D. Fonseca ("Fonseca"), Desmond R. Rennick ("Rennick"), and Rennick Slate Ventures LLC ("RSV"). This Waterfall sets forth the exclusive methodology for calculating and distributing revenues derived from the exploitation of Film Properties (as defined below) produced by Coastal Meridian Productions LLP.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement or in the CMP Partnership Agreement dated March 8, 2017, as amended January 15, 2019 (the "Partnership Agreement"). In the event of any conflict between the definitions set forth in this Waterfall and those contained in the Partnership Agreement, the definitions in this Waterfall shall control. In the event of any conflict between this Waterfall and the Settlement Agreement, the Settlement Agreement shall control.

SECTION 1: DEFINITIONS

For purposes of this Waterfall, the following terms shall have the meanings set forth below:

1.1 "Gross Receipts." "Gross Receipts" means all revenues actually received by Coastal Meridian Productions LLP ("CMP"), EIN 83-2197644, from the exploitation of a Film Property in any medium, format, platform, or territory worldwide, without limitation. Gross Receipts shall include, but shall not be limited to, revenues derived from the following sources and exploitation windows:

(a) theatrical exhibition (domestic and international);

(b) home entertainment, including physical media (DVD, Blu-ray, Ultra HD Blu-ray) and electronic sell-through (EST) and video-on-demand (VOD) transactional rentals;

(d) advertising-supported video-on-demand ("AVOD") licensing and revenue-share arrangements;

(e) free television, including network, basic cable, and syndication;

(f) airline, hotel, and in-transit exhibition;

(g) ancillary revenues, including but not limited to soundtrack licensing, merchandising, novelization rights, remake and sequel option payments, clip licensing, and any other revenue derived from or attributable to a Film Property; and

(h) any other form of exploitation now known or hereafter devised.

Gross Receipts shall be calculated before any deductions, offsets, reserves, or holdbacks of any kind. For the avoidance of doubt, Gross Receipts represent the gross amount received by CMP from its distributors and licensees, net only of any amounts collected by such distributors and licensees and not remitted to CMP (i.e., Gross Receipts reflect CMP's actual collections, not third-party gross box-office or retail figures).

1.2 "Film Property." "Film Property" means each of the following feature films produced by CMP:

(a) Iron Lullaby (2018);

(b) The Perdition Room (2019);

(d) Nightjars (2021); and

(e) any future feature-film property produced by CMP during the term of the Partnership Agreement or any extension or successor thereof.

For reference purposes only and without creating any representation or warranty as to accuracy, aggregate Gross Receipts through the second quarter of calendar year 2022 (i.e., through June 30, 2022) totaled approximately Twenty-Three Million Two Hundred Twenty Thousand Dollars ($23,220,000) across the four existing Film Properties. The foregoing reference figure is provided solely for contextual purposes and shall not limit, cap, or otherwise affect the application of this Waterfall to actual Gross Receipts in any period.

1.3 "Distributor Fees and Expenses." "Distributor Fees and Expenses" means, with respect to each Film Property, the following amounts payable to or incurred by third-party distributors engaged by CMP for the exploitation of such Film Property:

(a) distribution commissions and distribution fees, as set forth in the applicable distribution agreement;

(b) prints-and-advertising costs ("P&A"), including theatrical prints (physical and digital), marketing materials, media buys, publicity costs, premiere and festival costs borne by the distributor, and trade advertising;

(c) residuals payable by or through third-party distributors pursuant to applicable collective-bargaining agreements (including, without limitation, SAG-AFTRA, DGA, WGA, and IATSE residuals), to the extent such residuals are deducted by the distributor from amounts otherwise remittable to CMP;

(d) freight, shipping, and customs costs related to physical delivery of materials;

(e) errors-and-omissions insurance premiums allocable to distribution activities;

(f) conversion, dubbing, and subtitling costs for international territories; and

(g) any other customary distribution expenses that are documented in reasonable detail and approved in accordance with the approval procedures set forth in the Partnership Agreement.

For the avoidance of doubt, Distributor Fees and Expenses do not include any fees, costs, or expenses payable to Rennick, RSV, or any affiliate of either of them, all of which are addressed exclusively under the Management Fee provisions set forth herein.

1.4 "Management Fee." "Management Fee" means the fee payable to Rennick's designee for production management, post-production supervision, festival strategy and submissions, distribution coordination, and related supervisory services rendered in connection with a Film Property. As of the Effective Date of this Waterfall, Rennick's designee for receipt of the Management Fee is Rennick Slate Ventures LLC, EIN 84-3056178, having its principal office at 1925 Ocean Park Blvd., Suite 200, Santa Monica, California 90405. Rennick may change the designee entity for receipt of the Management Fee upon thirty (30) days' prior written notice to Fonseca and to CMP's independent accountant, provided that the designee shall at all times be an entity controlled by Rennick. The Management Fee is subject to the cap and approval requirements set forth in Section 3 of this Waterfall.

1.5 "Net Receipts." "Net Receipts" means, with respect to each Film Property, the amount equal to Gross Receipts for such Film Property less all Distributor Fees and Expenses attributable to such Film Property. Net Receipts shall be calculated on a Film-Property-by-Film-Property basis and shall not be cross-collateralized across Film Properties unless both Fonseca and Rennick consent in writing to such cross-collateralization.

1.6 "Recoupable Costs." "Recoupable Costs" means, with respect to each Film Property, the aggregate of the following amounts allocable to such Film Property:

(a) Capital Contributions. The capital contributions of the partners allocated to the applicable Film Property in accordance with the Partnership Agreement. As of the date hereof, the aggregate capital contributions to CMP are as follows:

(i) Fonseca: Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000), representing a fifty-five percent (55%) partnership interest; and

(ii) Rennick: Two Million Three Hundred Thirty-One Thousand Eight Hundred Eighteen Dollars ($2,331,818), representing a forty-five percent (45%) partnership interest;

(iii) for a total CMP capitalization of Five Million One Hundred Eighty-One Thousand Eight Hundred Eighteen Dollars ($5,181,818).

The allocation of each partner's capital contribution among the individual Film Properties shall be as reflected in CMP's books and records as maintained by the independent accountant.

(b) Third-Party Production Costs. All third-party production costs directly attributable to the Film Property, including but not limited to above-the-line costs (writer fees, director fees, and cast compensation), below-the-line costs (crew, equipment rental, location fees, set construction, wardrobe, and post-production), music licensing and scoring costs, and completion-bond premiums, in each case to the extent funded by CMP and not already included in capital contributions.

(c) Revolving Credit Facility Interest. Interest accrued and paid on draws under CMP's revolving credit facility with Ridgeline Commercial Bank (555 West 7th Street, 18th Floor, Los Angeles, California 90014), a $1,400,000 facility personally guaranteed by Fonseca, to the extent such draws and the related interest charges are allocable to the applicable Film Property. For the avoidance of doubt, the principal amount of any draw under the revolving credit facility that was used to fund production costs is captured under clause (b) above; this clause (c) addresses only the interest component.

Recoupable Costs for a given Film Property shall be deducted from Net Receipts (after the Management Fee) only until such Recoupable Costs have been fully recouped. Once all Recoupable Costs allocable to a Film Property have been recouped in full, no further deduction at Step 3 of the waterfall (as described in Section 2 below) shall be made with respect to such Film Property, and all remaining amounts shall flow directly to Distributable Profits for that Film Property.

1.7 "Distributable Profits." "Distributable Profits" means, with respect to each Film Property, the amount equal to Net Receipts for such Film Property, less the Management Fee allocable to such Film Property, and less Recoupable Costs allocable to such Film Property (but only to the extent not yet fully recouped). Once Recoupable Costs for a Film Property have been fully recouped, Distributable Profits for that Film Property shall equal Net Receipts less the Management Fee.

SECTION 2: WATERFALL PRIORITY

For each Film Property, all revenues received by CMP shall be applied in the following order of priority. No amount at any step shall be distributed or applied until all amounts due at the prior step have been satisfied in full, except as expressly provided herein.

Step 1: Payment of Distributor Fees and Expenses. Off the top of Gross Receipts for each Film Property, CMP shall first apply and pay all Distributor Fees and Expenses attributable to such Film Property. To the extent Distributor Fees and Expenses are withheld or deducted by the applicable distributor before remittance of funds to CMP, such amounts shall be treated as having been paid at this Step 1 and shall reduce the amount of Net Receipts flowing to subsequent steps accordingly. Any Distributor Fees and Expenses payable directly by CMP (rather than withheld by the distributor) shall be paid promptly upon receipt of a conforming invoice and shall be deducted at this step.

Step 2: Payment of the Management Fee. From Net Receipts remaining after the application of Step 1, CMP shall next pay the Management Fee to Rennick's designee (currently RSV). The Management Fee shall be calculated and paid in accordance with the terms of this Waterfall and shall in no event exceed the three percent (3%) cap set forth in Section 3 below. Payment of the Management Fee shall be made within fifteen (15) business days following the delivery of the applicable quarterly waterfall calculation by the independent accountant, subject to the dual-signature approval requirement described in Section 3.3 hereof.

Step 3: Recoupment of Recoupable Costs. From Net Receipts remaining after the application of Steps 1 and 2, CMP shall next apply amounts toward the recoupment of Recoupable Costs allocable to the applicable Film Property. Recoupment shall be made pro rata to each partner in proportion to such partner's capital contribution allocated to the Film Property, as follows:

(a) Fifty-five percent (55%) of each recoupment payment shall be credited to Fonseca's capital account; and

(b) Forty-five percent (45%) of each recoupment payment shall be credited to Rennick's capital account.

Recoupment payments shall continue at this step until all Recoupable Costs for the applicable Film Property have been fully recouped. Upon full recoupment, no further deduction shall be made at this step, and all Net Receipts remaining after Steps 1 and 2 shall flow directly to Step 4 for the applicable Film Property.

Step 4: Distribution of Distributable Profits. All amounts remaining after the application of Steps 1, 2, and 3 shall constitute Distributable Profits and shall be distributed to the partners as follows:

(a) Fifty-five percent (55%) of Distributable Profits to Fonseca; and

(b) Forty-five percent (45%) of Distributable Profits to Rennick.

Distributions of Distributable Profits shall be made within fifteen (15) business days following the delivery of the applicable quarterly waterfall calculation by the independent accountant. The foregoing distribution percentages reflect the partners' respective partnership interests as set forth in the Partnership Agreement and are not subject to adjustment except by written amendment of this Waterfall and the Partnership Agreement.

SECTION 3: MANAGEMENT-FEE CAP

3.1 Cap Amount. The Management Fee payable with respect to each Film Property shall not exceed three percent (3%) of Gross Receipts for such Film Property in any given quarter or any cumulative period. This three percent (3%) cap applies to all four existing Film Properties (Iron Lullaby, The Perdition Room, Salt Wind, and Nightjars) and to any future Film Property produced by CMP. The cap shall be applied on a Film-Property-by-Film-Property basis; unused capacity under the cap for one Film Property may not be carried over or applied to another Film Property. For illustrative purposes only, if Gross Receipts for Salt Wind in a given quarter are $500,000, the maximum Management Fee chargeable to Salt Wind for that quarter is $15,000.

3.2 Replacement of Prior Cap. The three percent (3%) cap set forth in Section 3.1 above replaces, in its entirety, the five percent (5%) cap previously set forth in Section 6.2 of the Partnership Agreement dated March 8, 2017, as amended January 15, 2019. The reduction from five percent (5%) to three percent (3%) is effective as of January 1, 2023, and applies to all Management Fee calculations for quarters beginning on or after that date. For quarters prior to January 1, 2023, the Management Fee shall remain subject to the five percent (5%) cap as set forth in the Partnership Agreement, and no retroactive adjustment to previously paid Management Fees shall be required except as may otherwise be provided in the Settlement Agreement.

3.3 Dual-Signature Approval. Any invoice submitted by Rennick or RSV (or any successor designee) for payment of the Management Fee shall be subject to the dual-signature approval requirement set forth in Section 5.1 of the Settlement Agreement. Specifically, any single CMP expenditure exceeding Twenty-Five Thousand Dollars ($25,000) requires the prior written approval of both Fonseca and Rennick before payment may be made. To the extent the Management Fee for any Film Property in any quarter exceeds $25,000, payment shall not be released until both partners have approved the applicable invoice in writing. Approval may be given by electronic mail, provided that the approving partner's email is sent from the email address on file with CMP's independent accountant and expressly references the invoice number and amount. Neither partner shall unreasonably withhold or delay approval of a Management Fee invoice that conforms to the terms of this Waterfall.

SECTION 4: RESTORED REVENUES

4.1 Specific Restorations. Pursuant to the terms of the Settlement Agreement, the Parties have determined that certain amounts were improperly reclassified from distributable revenue to "advance recoupment — Tranche B" repayments during periods in which the underlying Tranche B advances for the applicable Film Properties had already been fully recouped. Accordingly, the following amounts are hereby restored to the distributable profit pool and shall be treated for all purposes as Distributable Profits in their respective original quarters:

The basis for these restorations is as follows: The underlying Tranche B production-financing advances for both Salt Wind and Iron Lullaby were fully recouped no later than the fourth quarter of calendar year 2019 (Q4 2019). The reclassifications of the above-referenced revenue amounts as "advance recoupment — Tranche B" repayments occurred approximately nine (9) to fifteen (15) months after full recoupment of the corresponding Tranche B advances. Because the Tranche B advances had already been fully recouped at the time of the reclassifications, there was no outstanding advance balance against which the reclassified amounts could properly be applied, and the reclassifications were therefore improper. The Parties have agreed, as part of the settlement reflected in the Settlement Agreement, that these reclassifications shall be reversed and the amounts restored as set forth in this Section 4.1.

4.2 Restatement of Quarterly Waterfall Schedules. CMP's independent accountant (currently Clearfield & Moss CPAs) shall prepare and deliver restated quarterly waterfall schedules for the affected quarters (Q3 2020 and Q1 2021) within thirty (30) days of the Effective Date of the Settlement Agreement (i.e., no later than August 13, 2023). The restated schedules shall reflect the following adjustments:

(a) For Q3 2020, the amount of $538,200 previously classified as "advance recoupment — Tranche B" for Salt Wind shall be reclassified as distributable revenue attributable to domestic home-entertainment exploitation of Salt Wind and shall flow through the waterfall at Step 4 (Distribution of Distributable Profits);

(b) For Q1 2021, the amount of $309,000 previously classified as "advance recoupment — Tranche B" for Iron Lullaby shall be reclassified as distributable revenue attributable to domestic SVOD exploitation of Iron Lullaby and shall flow through the waterfall at Step 4 (Distribution of Distributable Profits); and

(c) All cumulative waterfall schedules and partner capital account statements shall be updated to reflect the foregoing restatements on a retroactive basis.

The restated schedules shall be delivered to both Fonseca and Rennick simultaneously and shall be subject to review by Tillerman Forensic Advisory LLC in connection with its oversight responsibilities under Section 6.2 of this Waterfall.

4.3 Netting Against Settlement Amount. Any adjustment to Fonseca's cumulative distributions resulting from the restoration described in Section 4.1 above (i.e., the additional amounts that would have been distributable to Fonseca at her 55% share had the reclassifications not occurred) shall be netted against the Settlement Amount of Nine Hundred Seventy-Five Thousand Dollars ($975,000) payable to Fonseca under the Settlement Agreement. The purpose of this netting provision is to avoid any double recovery by Fonseca while ensuring that she receives the full economic benefit of the restored revenues. For the avoidance of doubt, Rennick's 45% share of the restored distributable amounts shall likewise be reflected in the restated schedules and credited to Rennick's capital and distribution accounts. The independent accountant shall prepare a reconciliation statement showing the netting calculation, which shall be delivered to both partners concurrently with the restated quarterly waterfall schedules.

SECTION 5: RECLASSIFICATION CONSENT REQUIREMENT

No revenue that has previously been categorized as "distributable revenue" (or as any component thereof, including Gross Receipts, Net Receipts, or Distributable Profits) on any quarterly waterfall schedule delivered by CMP's independent accountant may be reclassified, redesignated, or reassigned to any other category. Without limiting the generality of the foregoing, prohibited reclassification categories include, without limitation:

(a) recoupable advance repayments (including, without limitation, Tranche A, Tranche B, or any other tranche or designation of advances);

(b) reserves, holdbacks, or contingency accruals of any kind;

(d) management fee accruals or prepayments beyond the amounts otherwise payable under this Waterfall;

(e) any other non-distributable designation or classification that would have the effect of reducing, delaying, or deferring distributions to either partner.

Any reclassification of the type described above requires the prior written consent of both Fonseca and Rennick, which consent may be given or withheld in such partner's sole and absolute discretion. This consent requirement applies retroactively to any pending or proposed reclassifications as of the Effective Date of this Waterfall and prospectively to all future periods for the duration of CMP's existence. CMP's independent accountant shall not implement any such reclassification without first confirming receipt of dual written consent from both partners. Any reclassification implemented without the required dual written consent shall be void ab initio and shall be reversed by the independent accountant promptly upon discovery.

SECTION 6: INDEPENDENT ACCOUNTANT ADMINISTRATION

6.1 Quarterly Administration. All waterfall calculations required by this Waterfall shall be prepared by CMP's independent accountant on a quarterly basis, corresponding to the calendar quarters ending March 31, June 30, September 30, and December 31 of each year. As of the Effective Date of this Waterfall, CMP's independent accountant is Clearfield & Moss CPAs (Howard Moss, CPA, Partner-in-Charge), having its principal office at 9100 Sunset Blvd., Suite 220, West Hollywood, California 90069. Each quarterly waterfall calculation shall be completed and delivered to both Fonseca and Rennick within forty-five (45) days of the end of the applicable calendar quarter. The independent accountant shall prepare the waterfall calculations in accordance with generally accepted accounting principles ("GAAP") as applied on a consistent basis and in conformity with the definitions, priorities, and methodologies set forth in this Waterfall.

6.2 Tillerman Forensic Advisory Oversight (2023–2024). For the annual audits of calendar years 2023 and 2024, Tillerman Forensic Advisory LLC ("Tillerman") shall provide independent oversight of the quarterly and annual waterfall calculations prepared by CMP's independent accountant. Tillerman's engagement shall encompass a review of the methodology, accuracy, and completeness of all waterfall calculations, including verification of Gross Receipts against distributor statements, confirmation of Distributor Fees and Expenses against supporting documentation, verification of the Management Fee cap, and confirmation of the proper application of the waterfall priority set forth in Section 2. The principal responsible for the Tillerman engagement shall be Greta Sørensen, CPA, CFF, Principal, Tillerman Forensic Advisory LLC, 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071. Tillerman's fees and expenses for such oversight shall constitute a CMP partnership expense and shall be borne by CMP (and not by either partner individually), provided that Tillerman's fees shall be capped at Forty Thousand Dollars ($40,000) per audit cycle, for an aggregate cap of Eighty Thousand Dollars ($80,000) for both the 2023 and 2024 audit cycles combined. Any fees in excess of the applicable per-cycle cap shall require the prior written approval of both partners.

6.3 Successor Accountant (2025 and Beyond). Beginning with the annual audit for calendar year 2025 and for each subsequent year thereafter, Fonseca and Rennick (the "Parties") shall mutually select a successor independent accountant to serve as CMP's independent accountant, or the Parties may elect to reappoint Clearfield & Moss CPAs by mutual written agreement. Selection of a successor independent accountant shall be made no later than ninety (90) days prior to the end of the applicable calendar year (i.e., by October 2, 2024 for the 2025 audit year). If the Parties are unable to agree on a successor independent accountant within such period, Clearfield & Moss CPAs shall continue to serve as CMP's independent accountant until a successor is mutually selected. There shall be no mandatory Tillerman Forensic Advisory oversight requirement for the calendar year 2025 audit or any subsequent audit, unless either Party provides written notice to the other Party requesting such oversight no later than sixty (60) days prior to the end of the applicable calendar year. In the event either Party requests Tillerman oversight for 2025 or any subsequent year, the requesting Party shall bear the full cost of Tillerman's oversight fees for such audit cycle, and such fees shall not constitute a CMP partnership expense.

SECTION 7: REPORTING REQUIREMENTS

The quarterly waterfall calculation delivered by CMP's independent accountant to both Fonseca and Rennick shall include, at a minimum, the following information and detail. Each quarterly report shall be accompanied by a certification from the independent accountant that the calculations have been prepared in accordance with this Waterfall and GAAP.

(a) Gross Receipts. A detailed schedule of Gross Receipts for the applicable quarter, broken down by Film Property and by revenue category. Revenue categories shall include, at a minimum: (i) theatrical, (ii) home entertainment (physical and digital), (iii) SVOD, (iv) AVOD, (v) free television, (vi) airline and in-transit, (vii) ancillary, and (viii) other. Any revenue categorized as "other" shall be accompanied by a brief narrative description of the source and nature of such revenue.

(b) Distributor Fees and Expenses. A detailed schedule of Distributor Fees and Expenses for the applicable quarter, broken down by Film Property. Each line item shall identify the distributor, the nature of the fee or expense (e.g., distribution commission, P&A, residuals), and the amount. Supporting documentation for any individual Distributor Fee or Expense item exceeding $10,000 shall be made available to either partner upon request within ten (10) business days.

(c) Management Fees. A schedule of Management Fees accrued and paid during the applicable quarter, presented on a Film-Property-by-Film-Property basis. The schedule shall include a comparison of the actual Management Fee charged to each Film Property against the three percent (3%) cap for such Film Property, expressed both in dollar terms and as a percentage of the applicable Film Property's Gross Receipts for the quarter and on a cumulative basis.

(d) Recoupable Costs Status. A recoupment status report for each Film Property, showing: (i) the total Recoupable Costs allocated to the Film Property; (ii) the cumulative amount recouped as of the end of the applicable quarter; (iii) the amount recouped during the applicable quarter; and (iv) the remaining unrecouped balance, if any. The report shall clearly identify any Film Property that has achieved full recoupment of its Recoupable Costs and the date on which full recoupment was achieved.

(e) Distributable Profits and Distributions. A calculation of Distributable Profits for each Film Property for the applicable quarter, showing the derivation of Distributable Profits from Net Receipts through the waterfall steps. The schedule shall set forth the distributions payable to Fonseca (55%) and Rennick (45%) for each Film Property and in the aggregate for the quarter, together with the date on which such distributions were or are expected to be made.

(f) Cumulative Totals. Cumulative totals since inception of CMP for each of the categories described in subsections (a) through (e) above, presented on a Film-Property-by-Film-Property basis and on a consolidated CMP basis. Cumulative totals shall reconcile to the prior quarter's cumulative totals plus the current quarter's activity, and any reconciling items shall be explained in a footnote or narrative supplement.

SECTION 8: DISPUTES REGARDING WATERFALL CALCULATIONS

Any dispute between Fonseca and Rennick regarding any waterfall calculation prepared pursuant to this Waterfall shall first be submitted in writing to CMP's independent accountant for resolution. The disputing partner shall provide the independent accountant and the other partner with a written statement identifying the specific items in dispute, the basis for the dispute, and the resolution sought. The independent accountant shall use reasonable efforts to investigate and resolve the dispute within thirty (30) days of submission, and shall communicate the proposed resolution to both partners in writing. If the independent accountant is unable to resolve the dispute within such thirty (30) day period, or if either partner objects in writing to the independent accountant's proposed resolution within ten (10) business days of receiving it, either Party may invoke the dispute-resolution provisions set forth in the Partnership Agreement, including any mediation and arbitration provisions contained therein. During the pendency of any dispute, all undisputed amounts shall continue to be calculated and distributed in accordance with this Waterfall without delay or offset. No partner shall withhold, delay, or set off any undisputed distribution on account of a dispute relating to other amounts or other Film Properties.

SECTION 9: AMENDMENT

This Waterfall may be amended, modified, supplemented, or restated only by a written instrument duly executed by both Fonseca and Rennick. No oral modification, waiver, or amendment shall be effective for any purpose. No course of dealing, course of performance, or trade usage shall operate to modify or amend any term of this Waterfall. Any amendment to this Waterfall must be consistent with the terms of the Settlement Agreement as then in effect; in the event that an amendment to this Waterfall would conflict with or require a modification to the Settlement Agreement, the Settlement Agreement must be concurrently amended to reflect such changes, and neither amendment shall be effective unless and until both instruments have been duly executed by all required parties.

[Remainder of this page intentionally left blank. Signature page follows.]

EXHIBIT A — SIGNATURE PAGE

RESTATED DISTRIBUTION WATERFALL — COASTAL MERIDIAN PRODUCTIONS LLP

ACKNOWLEDGED AND AGREED as of the date set forth below by each of the undersigned:

MARGUERITE D. FONSECA

By: ________

Name: Marguerite D. Fonseca

Date: July 14, 2023

DESMOND R. RENNICK (individually)

By: ________

Name: Desmond R. Rennick

Date: July 14, 2023

RENNICK SLATE VENTURES LLC

By: ________

Name: Desmond R. Rennick

Title: Sole Member

Date: July 14, 2023

Film Property	Quarter & Revenue Category	Amount Restored
Salt Wind	Q3 2020 — Domestic home-entertainment revenue	$538,200
Iron Lullaby	Q1 2021 — Domestic SVOD revenue	$309,000
Total Restored	$847,200

EXHIBIT A
RESTATED DISTRIBUTION WATERFALL — COASTAL MERIDIAN PRODUCTIONS LLP
Effective January 1, 2023
This Restated Distribution Waterfall (the "Waterfall") is attached to and incorporated by reference into the Settlement Agreement and Mutual Release dated July 14, 2023 (the "Settlement Agreement"), by and among Marguerite D. Fonseca ("Fonseca"), Desmond R. Rennick ("Rennick"), and Rennick Slate Ventures LLC ("RSV"). This Waterfall sets forth the exclusive methodology for calculating and distributing revenues derived from the exploitation of Film Properties (as defined below) produced by Coastal Meridian Productions LLP.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Settlement Agreement or in the CMP Partnership Agreement dated March 8, 2017, as amended January 15, 2019 (the "Partnership Agreement"). In the event of any conflict between the definitions set forth in this Waterfall and those contained in the Partnership Agreement, the definitions in this Waterfall shall control. In the event of any conflict between this Waterfall and the Settlement Agreement, the Settlement Agreement shall control.
SECTION 1: DEFINITIONS
For purposes of this Waterfall, the following terms shall have the meanings set forth below:
1.1 "Gross Receipts." "Gross Receipts" means all revenues actually received by Coastal Meridian Productions LLP ("CMP"), EIN 83-2197644, from the exploitation of a Film Property in any medium, format, platform, or territory worldwide, without limitation. Gross Receipts shall include, but shall not be limited to, revenues derived from the following sources and exploitation windows:
(a) theatrical exhibition (domestic and international);
(b) home entertainment, including physical media (DVD, Blu-ray, Ultra HD Blu-ray) and electronic sell-through (EST) and video-on-demand (VOD) transactional rentals;
(c) subscription video-on-demand ("SVOD") licensing and output arrangements;
(d) advertising-supported video-on-demand ("AVOD") licensing and revenue-share arrangements;
(e) free television, including network, basic cable, and syndication;
(f) airline, hotel, and in-transit exhibition;
(g) ancillary revenues, including but not limited to soundtrack licensing, merchandising, novelization rights, remake and sequel option payments, clip licensing, and any other revenue derived from or attributable to a Film Property; and
(h) any other form of exploitation now known or hereafter devised.
Gross Receipts shall be calculated before any deductions, offsets, reserves, or holdbacks of any kind. For the avoidance of doubt, Gross Receipts represent the gross amount received by CMP from its distributors and licensees, net only of any amounts collected by such distributors and licensees and not remitted to CMP (i.e., Gross Receipts reflect CMP's actual collections, not third-party gross box-office or retail figures).
1.2 "Film Property." "Film Property" means each of the following feature films produced by CMP:
(a) Iron Lullaby (2018);
(b) The Perdition Room (2019);
(c) Salt Wind (2020);
(d) Nightjars (2021); and
(e) any future feature-film property produced by CMP during the term of the Partnership Agreement or any extension or successor thereof.
For reference purposes only and without creating any representation or warranty as to accuracy, aggregate Gross Receipts through the second quarter of calendar year 2022 (i.e., through June 30, 2022) totaled approximately Twenty-Three Million Two Hundred Twenty Thousand Dollars ($23,220,000) across the four existing Film Properties. The foregoing reference figure is provided solely for contextual purposes and shall not limit, cap, or otherwise affect the application of this Waterfall to actual Gross Receipts in any period.
1.3 "Distributor Fees and Expenses." "Distributor Fees and Expenses" means, with respect to each Film Property, the following amounts payable to or incurred by third-party distributors engaged by CMP for the exploitation of such Film Property:
(a) distribution commissions and distribution fees, as set forth in the applicable distribution agreement;
(b) prints-and-advertising costs ("P&A"), including theatrical prints (physical and digital), marketing materials, media buys, publicity costs, premiere and festival costs borne by the distributor, and trade advertising;
(c) residuals payable by or through third-party distributors pursuant to applicable collective-bargaining agreements (including, without limitation, SAG-AFTRA, DGA, WGA, and IATSE residuals), to the extent such residuals are deducted by the distributor from amounts otherwise remittable to CMP;
(d) freight, shipping, and customs costs related to physical delivery of materials;
(e) errors-and-omissions insurance premiums allocable to distribution activities;
(f) conversion, dubbing, and subtitling costs for international territories; and
(g) any other customary distribution expenses that are documented in reasonable detail and approved in accordance with the approval procedures set forth in the Partnership Agreement.
For the avoidance of doubt, Distributor Fees and Expenses do not include any fees, costs, or expenses payable to Rennick, RSV, or any affiliate of either of them, all of which are addressed exclusively under the Management Fee provisions set forth herein.
1.4 "Management Fee." "Management Fee" means the fee payable to Rennick's designee for production management, post-production supervision, festival strategy and submissions, distribution coordination, and related supervisory services rendered in connection with a Film Property. As of the Effective Date of this Waterfall, Rennick's designee for receipt of the Management Fee is Rennick Slate Ventures LLC, EIN 84-3056178, having its principal office at 1925 Ocean Park Blvd., Suite 200, Santa Monica, California 90405. Rennick may change the designee entity for receipt of the Management Fee upon thirty (30) days' prior written notice to Fonseca and to CMP's independent accountant, provided that the designee shall at all times be an entity controlled by Rennick. The Management Fee is subject to the cap and approval requirements set forth in Section 3 of this Waterfall.
1.5 "Net Receipts." "Net Receipts" means, with respect to each Film Property, the amount equal to Gross Receipts for such Film Property less all Distributor Fees and Expenses attributable to such Film Property. Net Receipts shall be calculated on a Film-Property-by-Film-Property basis and shall not be cross-collateralized across Film Properties unless both Fonseca and Rennick consent in writing to such cross-collateralization.
1.6 "Recoupable Costs." "Recoupable Costs" means, with respect to each Film Property, the aggregate of the following amounts allocable to such Film Property:
(a) Capital Contributions. The capital contributions of the partners allocated to the applicable Film Property in accordance with the Partnership Agreement. As of the date hereof, the aggregate capital contributions to CMP are as follows:
(i) Fonseca: Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000), representing a fifty-five percent (55%) partnership interest; and
(ii) Rennick: Two Million Three Hundred Thirty-One Thousand Eight Hundred Eighteen Dollars ($2,331,818), representing a forty-five percent (45%) partnership interest;
(iii) for a total CMP capitalization of Five Million One Hundred Eighty-One Thousand Eight Hundred Eighteen Dollars ($5,181,818).
The allocation of each partner's capital contribution among the individual Film Properties shall be as reflected in CMP's books and records as maintained by the independent accountant.
(b) Third-Party Production Costs. All third-party production costs directly attributable to the Film Property, including but not limited to above-the-line costs (writer fees, director fees, and cast compensation), below-the-line costs (crew, equipment rental, location fees, set construction, wardrobe, and post-production), music licensing and scoring costs, and completion-bond premiums, in each case to the extent funded by CMP and not already included in capital contributions.
(c) Revolving Credit Facility Interest. Interest accrued and paid on draws under CMP's revolving credit facility with Ridgeline Commercial Bank (555 West 7th Street, 18th Floor, Los Angeles, California 90014), a $1,400,000 facility personally guaranteed by Fonseca, to the extent such draws and the related interest charges are allocable to the applicable Film Property. For the avoidance of doubt, the principal amount of any draw under the revolving credit facility that was used to fund production costs is captured under clause (b) above; this clause (c) addresses only the interest component.
Recoupable Costs for a given Film Property shall be deducted from Net Receipts (after the Management Fee) only until such Recoupable Costs have been fully recouped. Once all Recoupable Costs allocable to a Film Property have been recouped in full, no further deduction at Step 3 of the waterfall (as described in Section 2 below) shall be made with respect to such Film Property, and all remaining amounts shall flow directly to Distributable Profits for that Film Property.
1.7 "Distributable Profits." "Distributable Profits" means, with respect to each Film Property, the amount equal to Net Receipts for such Film Property, less the Management Fee allocable to such Film Property, and less Recoupable Costs allocable to such Film Property (but only to the extent not yet fully recouped). Once Recoupable Costs for a Film Property have been fully recouped, Distributable Profits for that Film Property shall equal Net Receipts less the Management Fee.
SECTION 2: WATERFALL PRIORITY
For each Film Property, all revenues received by CMP shall be applied in the following order of priority. No amount at any step shall be distributed or applied until all amounts due at the prior step have been satisfied in full, except as expressly provided herein.
Step 1: Payment of Distributor Fees and Expenses. Off the top of Gross Receipts for each Film Property, CMP shall first apply and pay all Distributor Fees and Expenses attributable to such Film Property. To the extent Distributor Fees and Expenses are withheld or deducted by the applicable distributor before remittance of funds to CMP, such amounts shall be treated as having been paid at this Step 1 and shall reduce the amount of Net Receipts flowing to subsequent steps accordingly. Any Distributor Fees and Expenses payable directly by CMP (rather than withheld by the distributor) shall be paid promptly upon receipt of a conforming invoice and shall be deducted at this step.
Step 2: Payment of the Management Fee. From Net Receipts remaining after the application of Step 1, CMP shall next pay the Management Fee to Rennick's designee (currently RSV). The Management Fee shall be calculated and paid in accordance with the terms of this Waterfall and shall in no event exceed the three percent (3%) cap set forth in Section 3 below. Payment of the Management Fee shall be made within fifteen (15) business days following the delivery of the applicable quarterly waterfall calculation by the independent accountant, subject to the dual-signature approval requirement described in Section 3.3 hereof.
Step 3: Recoupment of Recoupable Costs. From Net Receipts remaining after the application of Steps 1 and 2, CMP shall next apply amounts toward the recoupment of Recoupable Costs allocable to the applicable Film Property. Recoupment shall be made pro rata to each partner in proportion to such partner's capital contribution allocated to the Film Property, as follows:
(a) Fifty-five percent (55%) of each recoupment payment shall be credited to Fonseca's capital account; and
(b) Forty-five percent (45%) of each recoupment payment shall be credited to Rennick's capital account.
Recoupment payments shall continue at this step until all Recoupable Costs for the applicable Film Property have been fully recouped. Upon full recoupment, no further deduction shall be made at this step, and all Net Receipts remaining after Steps 1 and 2 shall flow directly to Step 4 for the applicable Film Property.
Step 4: Distribution of Distributable Profits. All amounts remaining after the application of Steps 1, 2, and 3 shall constitute Distributable Profits and shall be distributed to the partners as follows:
(a) Fifty-five percent (55%) of Distributable Profits to Fonseca; and
(b) Forty-five percent (45%) of Distributable Profits to Rennick.
Distributions of Distributable Profits shall be made within fifteen (15) business days following the delivery of the applicable quarterly waterfall calculation by the independent accountant. The foregoing distribution percentages reflect the partners' respective partnership interests as set forth in the Partnership Agreement and are not subject to adjustment except by written amendment of this Waterfall and the Partnership Agreement.
SECTION 3: MANAGEMENT-FEE CAP
3.1 Cap Amount. The Management Fee payable with respect to each Film Property shall not exceed three percent (3%) of Gross Receipts for such Film Property in any given quarter or any cumulative period. This three percent (3%) cap applies to all four existing Film Properties (Iron Lullaby, The Perdition Room, Salt Wind, and Nightjars) and to any future Film Property produced by CMP. The cap shall be applied on a Film-Property-by-Film-Property basis; unused capacity under the cap for one Film Property may not be carried over or applied to another Film Property. For illustrative purposes only, if Gross Receipts for Salt Wind in a given quarter are $500,000, the maximum Management Fee chargeable to Salt Wind for that quarter is $15,000.
3.2 Replacement of Prior Cap. The three percent (3%) cap set forth in Section 3.1 above replaces, in its entirety, the five percent (5%) cap previously set forth in Section 6.2 of the Partnership Agreement dated March 8, 2017, as amended January 15, 2019. The reduction from five percent (5%) to three percent (3%) is effective as of January 1, 2023, and applies to all Management Fee calculations for quarters beginning on or after that date. For quarters prior to January 1, 2023, the Management Fee shall remain subject to the five percent (5%) cap as set forth in the Partnership Agreement, and no retroactive adjustment to previously paid Management Fees shall be required except as may otherwise be provided in the Settlement Agreement.
3.3 Dual-Signature Approval. Any invoice submitted by Rennick or RSV (or any successor designee) for payment of the Management Fee shall be subject to the dual-signature approval requirement set forth in Section 5.1 of the Settlement Agreement. Specifically, any single CMP expenditure exceeding Twenty-Five Thousand Dollars ($25,000) requires the prior written approval of both Fonseca and Rennick before payment may be made. To the extent the Management Fee for any Film Property in any quarter exceeds $25,000, payment shall not be released until both partners have approved the applicable invoice in writing. Approval may be given by electronic mail, provided that the approving partner's email is sent from the email address on file with CMP's independent accountant and expressly references the invoice number and amount. Neither partner shall unreasonably withhold or delay approval of a Management Fee invoice that conforms to the terms of this Waterfall.
SECTION 4: RESTORED REVENUES
4.1 Specific Restorations. Pursuant to the terms of the Settlement Agreement, the Parties have determined that certain amounts were improperly reclassified from distributable revenue to "advance recoupment — Tranche B" repayments during periods in which the underlying Tranche B advances for the applicable Film Properties had already been fully recouped. Accordingly, the following amounts are hereby restored to the distributable profit pool and shall be treated for all purposes as Distributable Profits in their respective original quarters:
The basis for these restorations is as follows: The underlying Tranche B production-financing advances for both Salt Wind and Iron Lullaby were fully recouped no later than the fourth quarter of calendar year 2019 (Q4 2019). The reclassifications of the above-referenced revenue amounts as "advance recoupment — Tranche B" repayments occurred approximately nine (9) to fifteen (15) months after full recoupment of the corresponding Tranche B advances. Because the Tranche B advances had already been fully recouped at the time of the reclassifications, there was no outstanding advance balance against which the reclassified amounts could properly be applied, and the reclassifications were therefore improper. The Parties have agreed, as part of the settlement reflected in the Settlement Agreement, that these reclassifications shall be reversed and the amounts restored as set forth in this Section 4.1.
4.2 Restatement of Quarterly Waterfall Schedules. CMP's independent accountant (currently Clearfield & Moss CPAs) shall prepare and deliver restated quarterly waterfall schedules for the affected quarters (Q3 2020 and Q1 2021) within thirty (30) days of the Effective Date of the Settlement Agreement (i.e., no later than August 13, 2023). The restated schedules shall reflect the following adjustments:
(a) For Q3 2020, the amount of $538,200 previously classified as "advance recoupment — Tranche B" for Salt Wind shall be reclassified as distributable revenue attributable to domestic home-entertainment exploitation of Salt Wind and shall flow through the waterfall at Step 4 (Distribution of Distributable Profits);
(b) For Q1 2021, the amount of $309,000 previously classified as "advance recoupment — Tranche B" for Iron Lullaby shall be reclassified as distributable revenue attributable to domestic SVOD exploitation of Iron Lullaby and shall flow through the waterfall at Step 4 (Distribution of Distributable Profits); and
(c) All cumulative waterfall schedules and partner capital account statements shall be updated to reflect the foregoing restatements on a retroactive basis.
The restated schedules shall be delivered to both Fonseca and Rennick simultaneously and shall be subject to review by Tillerman Forensic Advisory LLC in connection with its oversight responsibilities under Section 6.2 of this Waterfall.
4.3 Netting Against Settlement Amount. Any adjustment to Fonseca's cumulative distributions resulting from the restoration described in Section 4.1 above (i.e., the additional amounts that would have been distributable to Fonseca at her 55% share had the reclassifications not occurred) shall be netted against the Settlement Amount of Nine Hundred Seventy-Five Thousand Dollars ($975,000) payable to Fonseca under the Settlement Agreement. The purpose of this netting provision is to avoid any double recovery by Fonseca while ensuring that she receives the full economic benefit of the restored revenues. For the avoidance of doubt, Rennick's 45% share of the restored distributable amounts shall likewise be reflected in the restated schedules and credited to Rennick's capital and distribution accounts. The independent accountant shall prepare a reconciliation statement showing the netting calculation, which shall be delivered to both partners concurrently with the restated quarterly waterfall schedules.
SECTION 5: RECLASSIFICATION CONSENT REQUIREMENT
No revenue that has previously been categorized as "distributable revenue" (or as any component thereof, including Gross Receipts, Net Receipts, or Distributable Profits) on any quarterly waterfall schedule delivered by CMP's independent accountant may be reclassified, redesignated, or reassigned to any other category. Without limiting the generality of the foregoing, prohibited reclassification categories include, without limitation:
(a) recoupable advance repayments (including, without limitation, Tranche A, Tranche B, or any other tranche or designation of advances);
(b) reserves, holdbacks, or contingency accruals of any kind;
(c) deferred revenue or unearned revenue designations;
(d) management fee accruals or prepayments beyond the amounts otherwise payable under this Waterfall;
(e) any other non-distributable designation or classification that would have the effect of reducing, delaying, or deferring distributions to either partner.
Any reclassification of the type described above requires the prior written consent of both Fonseca and Rennick, which consent may be given or withheld in such partner's sole and absolute discretion. This consent requirement applies retroactively to any pending or proposed reclassifications as of the Effective Date of this Waterfall and prospectively to all future periods for the duration of CMP's existence. CMP's independent accountant shall not implement any such reclassification without first confirming receipt of dual written consent from both partners. Any reclassification implemented without the required dual written consent shall be void ab initio and shall be reversed by the independent accountant promptly upon discovery.
SECTION 6: INDEPENDENT ACCOUNTANT ADMINISTRATION
6.1 Quarterly Administration. All waterfall calculations required by this Waterfall shall be prepared by CMP's independent accountant on a quarterly basis, corresponding to the calendar quarters ending March 31, June 30, September 30, and December 31 of each year. As of the Effective Date of this Waterfall, CMP's independent accountant is Clearfield & Moss CPAs (Howard Moss, CPA, Partner-in-Charge), having its principal office at 9100 Sunset Blvd., Suite 220, West Hollywood, California 90069. Each quarterly waterfall calculation shall be completed and delivered to both Fonseca and Rennick within forty-five (45) days of the end of the applicable calendar quarter. The independent accountant shall prepare the waterfall calculations in accordance with generally accepted accounting principles ("GAAP") as applied on a consistent basis and in conformity with the definitions, priorities, and methodologies set forth in this Waterfall.
6.2 Tillerman Forensic Advisory Oversight (2023–2024). For the annual audits of calendar years 2023 and 2024, Tillerman Forensic Advisory LLC ("Tillerman") shall provide independent oversight of the quarterly and annual waterfall calculations prepared by CMP's independent accountant. Tillerman's engagement shall encompass a review of the methodology, accuracy, and completeness of all waterfall calculations, including verification of Gross Receipts against distributor statements, confirmation of Distributor Fees and Expenses against supporting documentation, verification of the Management Fee cap, and confirmation of the proper application of the waterfall priority set forth in Section 2. The principal responsible for the Tillerman engagement shall be Greta Sørensen, CPA, CFF, Principal, Tillerman Forensic Advisory LLC, 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071. Tillerman's fees and expenses for such oversight shall constitute a CMP partnership expense and shall be borne by CMP (and not by either partner individually), provided that Tillerman's fees shall be capped at Forty Thousand Dollars ($40,000) per audit cycle, for an aggregate cap of Eighty Thousand Dollars ($80,000) for both the 2023 and 2024 audit cycles combined. Any fees in excess of the applicable per-cycle cap shall require the prior written approval of both partners.
6.3 Successor Accountant (2025 and Beyond). Beginning with the annual audit for calendar year 2025 and for each subsequent year thereafter, Fonseca and Rennick (the "Parties") shall mutually select a successor independent accountant to serve as CMP's independent accountant, or the Parties may elect to reappoint Clearfield & Moss CPAs by mutual written agreement. Selection of a successor independent accountant shall be made no later than ninety (90) days prior to the end of the applicable calendar year (i.e., by October 2, 2024 for the 2025 audit year). If the Parties are unable to agree on a successor independent accountant within such period, Clearfield & Moss CPAs shall continue to serve as CMP's independent accountant until a successor is mutually selected. There shall be no mandatory Tillerman Forensic Advisory oversight requirement for the calendar year 2025 audit or any subsequent audit, unless either Party provides written notice to the other Party requesting such oversight no later than sixty (60) days prior to the end of the applicable calendar year. In the event either Party requests Tillerman oversight for 2025 or any subsequent year, the requesting Party shall bear the full cost of Tillerman's oversight fees for such audit cycle, and such fees shall not constitute a CMP partnership expense.
SECTION 7: REPORTING REQUIREMENTS
The quarterly waterfall calculation delivered by CMP's independent accountant to both Fonseca and Rennick shall include, at a minimum, the following information and detail. Each quarterly report shall be accompanied by a certification from the independent accountant that the calculations have been prepared in accordance with this Waterfall and GAAP.
(a) Gross Receipts. A detailed schedule of Gross Receipts for the applicable quarter, broken down by Film Property and by revenue category. Revenue categories shall include, at a minimum: (i) theatrical, (ii) home entertainment (physical and digital), (iii) SVOD, (iv) AVOD, (v) free television, (vi) airline and in-transit, (vii) ancillary, and (viii) other. Any revenue categorized as "other" shall be accompanied by a brief narrative description of the source and nature of such revenue.
(b) Distributor Fees and Expenses. A detailed schedule of Distributor Fees and Expenses for the applicable quarter, broken down by Film Property. Each line item shall identify the distributor, the nature of the fee or expense (e.g., distribution commission, P&A, residuals), and the amount. Supporting documentation for any individual Distributor Fee or Expense item exceeding $10,000 shall be made available to either partner upon request within ten (10) business days.
(c) Management Fees. A schedule of Management Fees accrued and paid during the applicable quarter, presented on a Film-Property-by-Film-Property basis. The schedule shall include a comparison of the actual Management Fee charged to each Film Property against the three percent (3%) cap for such Film Property, expressed both in dollar terms and as a percentage of the applicable Film Property's Gross Receipts for the quarter and on a cumulative basis.
(d) Recoupable Costs Status. A recoupment status report for each Film Property, showing: (i) the total Recoupable Costs allocated to the Film Property; (ii) the cumulative amount recouped as of the end of the applicable quarter; (iii) the amount recouped during the applicable quarter; and (iv) the remaining unrecouped balance, if any. The report shall clearly identify any Film Property that has achieved full recoupment of its Recoupable Costs and the date on which full recoupment was achieved.
(e) Distributable Profits and Distributions. A calculation of Distributable Profits for each Film Property for the applicable quarter, showing the derivation of Distributable Profits from Net Receipts through the waterfall steps. The schedule shall set forth the distributions payable to Fonseca (55%) and Rennick (45%) for each Film Property and in the aggregate for the quarter, together with the date on which such distributions were or are expected to be made.
(f) Cumulative Totals. Cumulative totals since inception of CMP for each of the categories described in subsections (a) through (e) above, presented on a Film-Property-by-Film-Property basis and on a consolidated CMP basis. Cumulative totals shall reconcile to the prior quarter's cumulative totals plus the current quarter's activity, and any reconciling items shall be explained in a footnote or narrative supplement.
SECTION 8: DISPUTES REGARDING WATERFALL CALCULATIONS
Any dispute between Fonseca and Rennick regarding any waterfall calculation prepared pursuant to this Waterfall shall first be submitted in writing to CMP's independent accountant for resolution. The disputing partner shall provide the independent accountant and the other partner with a written statement identifying the specific items in dispute, the basis for the dispute, and the resolution sought. The independent accountant shall use reasonable efforts to investigate and resolve the dispute within thirty (30) days of submission, and shall communicate the proposed resolution to both partners in writing. If the independent accountant is unable to resolve the dispute within such thirty (30) day period, or if either partner objects in writing to the independent accountant's proposed resolution within ten (10) business days of receiving it, either Party may invoke the dispute-resolution provisions set forth in the Partnership Agreement, including any mediation and arbitration provisions contained therein. During the pendency of any dispute, all undisputed amounts shall continue to be calculated and distributed in accordance with this Waterfall without delay or offset. No partner shall withhold, delay, or set off any undisputed distribution on account of a dispute relating to other amounts or other Film Properties.
SECTION 9: AMENDMENT
This Waterfall may be amended, modified, supplemented, or restated only by a written instrument duly executed by both Fonseca and Rennick. No oral modification, waiver, or amendment shall be effective for any purpose. No course of dealing, course of performance, or trade usage shall operate to modify or amend any term of this Waterfall. Any amendment to this Waterfall must be consistent with the terms of the Settlement Agreement as then in effect; in the event that an amendment to this Waterfall would conflict with or require a modification to the Settlement Agreement, the Settlement Agreement must be concurrently amended to reflect such changes, and neither amendment shall be effective unless and until both instruments have been duly executed by all required parties.
[Remainder of this page intentionally left blank. Signature page follows.]
EXHIBIT A — SIGNATURE PAGE
RESTATED DISTRIBUTION WATERFALL — COASTAL MERIDIAN PRODUCTIONS LLP
ACKNOWLEDGED AND AGREED as of the date set forth below by each of the undersigned:
MARGUERITE D. FONSECA
By: ________
Name: Marguerite D. Fonseca
Date: July 14, 2023
DESMOND R. RENNICK (individually)
By: ________
Name: Desmond R. Rennick
Date: July 14, 2023
RENNICK SLATE VENTURES LLC
By: ________
Name: Desmond R. Rennick
Title: Sole Member
Date: July 14, 2023
Film Property | Quarter & Revenue Category | Amount Restored
Salt Wind | Q3 2020 — Domestic home-entertainment revenue | $538,200
Iron Lullaby | Q1 2021 — Domestic SVOD revenue | $309,000
Total Restored | $847,200

EXHIBIT A

SECTION 1: DEFINITIONS

SECTION 2: WATERFALL PRIORITY

SECTION 3: MANAGEMENT-FEE CAP

SECTION 4: RESTORED REVENUES

SECTION 5: RECLASSIFICATION CONSENT REQUIREMENT

SECTION 6: INDEPENDENT ACCOUNTANT ADMINISTRATION

SECTION 7: REPORTING REQUIREMENTS

SECTION 8: DISPUTES REGARDING WATERFALL CALCULATIONS

SECTION 9: AMENDMENT

MARGUERITE D. FONSECA

RENNICK SLATE VENTURES LLC

Record

Parties

Dates

Amounts