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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

Effective Date: July 14, 2023

This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into as of July 14, 2023 (the "Effective Date"), by and among the following parties:

(1) MARGUERITE D. FONSECA, an individual residing at 2817 Cheremoya Avenue, Los Angeles, California 90068 ("Fonseca");

(2) DESMOND R. RENNICK, an individual residing at 438 Georgina Avenue, Santa Monica, California 90402 ("Rennick"); and

(3) RENNICK SLATE VENTURES LLC, a California limited liability company with its principal office at 1925 Ocean Park Boulevard, Suite 200, Santa Monica, California 90405, Employer Identification Number 84-3056178 ("RSV" and, together with Rennick, the "Rennick Parties").

Each of Fonseca, Rennick, and RSV is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Fonseca and Rennick are the partners of Coastal Meridian Productions LLP, a California limited liability partnership ("CMP"), Employer Identification Number 83-2197644, formed pursuant to that certain Partnership Agreement dated March 8, 2017, as amended by that certain First Amendment to Partnership Agreement dated January 15, 2019 (as so amended, the "Partnership Agreement"). CMP maintains its principal office at 1140 North La Brea Avenue, Suite 300, Los Angeles, California 90038, and its registered agent for service of process is Pacific Coast Registered Agents, Inc., 4200 Wilshire Boulevard, Suite 610, Los Angeles, California 90010.

B. Under the Partnership Agreement, Fonseca holds a fifty-five percent (55%) partnership interest in CMP and Rennick holds a forty-five percent (45%) partnership interest in CMP. Fonseca contributed Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000) in initial capital, and Rennick contributed Two Million Three Hundred Thirty-One Thousand Eight Hundred Eighteen Dollars ($2,331,818) in initial capital, for a total initial capitalization of Five Million One Hundred Eighty-One Thousand Eight Hundred Eighteen Dollars ($5,181,818).

C. Since its formation, CMP has produced and commercially exploited four feature-film properties: Iron Lullaby (2018), The Perdition Room (2019), Salt Wind (2020), and Nightjars (2021). Through the second quarter of calendar year 2022, these four properties generated aggregate gross receipts of approximately Twenty-Three Million Two Hundred Twenty Thousand Dollars ($23,220,000).

D. A dispute arose between the Parties (the "Dispute") regarding, among other things: (i) management fees paid by CMP to RSV during the period from 2018 through mid-2022, totaling Two Million Six Hundred Ninety-Four Thousand Five Hundred Dollars ($2,694,500), which Fonseca contends exceeded the five percent (5%) management-fee cap set forth in Section 6.2 of the Partnership Agreement — the permissible aggregate amount under the cap being One Million One Hundred Sixty-One Thousand Dollars ($1,161,000), resulting in alleged excess fees of One Million Five Hundred Thirty-Three Thousand Five Hundred Dollars ($1,533,500); and (ii) the reclassification of Eight Hundred Forty-Seven Thousand Two Hundred Dollars ($847,200) in domestic distribution revenues as recoupable advance repayments, which Fonseca contends was not authorized under the Partnership Agreement and improperly diverted funds from the distributable profit pool.

E. On January 24, 2023, Fonseca commenced a civil action styled Fonseca v. Rennick et al., filed in the Superior Court of the State of California, County of Los Angeles, bearing Case Number 23STCV01897 (the "Action"). Rennick filed an answer and counterclaim in the Action on March 6, 2023. The counterclaim asserted, among other things, claims for breach of fiduciary duty and tortious interference with prospective economic advantage.

F. The Parties participated in a full-day mediation session on May 19, 2023, before the Honorable Patricia Villareal (Ret.), conducted under the auspices of Apex Mediation Services, located at 633 West 5th Street, Suite 2600, Los Angeles, California 90071. Following the mediation, the Parties continued arms-length negotiations and ultimately agreed upon the material terms of a resolution, which were memorialized in a Settlement Term Sheet dated June 8, 2023 (the "Settlement Term Sheet"), executed by all Parties and their respective counsel.

G. The Parties now wish to fully and finally resolve the Dispute, including all claims and counterclaims asserted in the Action, and all other claims, known or unknown, relating to CMP's financial affairs from inception through December 31, 2022, on the terms and conditions set forth in this Agreement.

H. Fonseca is represented in this matter by Calderwood & Harkness LLP, 725 South Flower Street, Suite 4200, Los Angeles, California 90017. The Rennick Parties are represented in this matter by Hargrove, Pettit & Sun LLP, 800 South Figueroa Street, Suite 3100, Los Angeles, California 90017. Each Party acknowledges having had the opportunity to review this Agreement with their respective counsel and having received legal advice regarding the terms, conditions, and consequences of executing this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

Section 1: SETTLEMENT PAYMENT

1.1 Payment Amount and Schedule. As settlement consideration for the claims asserted by Fonseca against the Rennick Parties, Rennick shall pay, or cause to be paid, to Fonseca the aggregate sum of Nine Hundred Seventy-Five Thousand Dollars ($975,000) (the "Settlement Amount"), payable in two installments as follows:

(a) First Installment. Six Hundred Thousand Dollars ($600,000), payable by wire transfer of immediately available funds to a bank account designated by Fonseca in writing to Rennick or his counsel no later than five (5) business days after the Effective Date. The First Installment shall be due and payable within fifteen (15) business days of the Effective Date (the "First Installment Due Date"). The Parties acknowledge that, based on the Effective Date of July 14, 2023, and excluding weekends and federal bank holidays, the First Installment Due Date falls on August 4, 2023.

(b) Second Installment. Three Hundred Seventy-Five Thousand Dollars ($375,000), payable by wire transfer of immediately available funds to the same bank account designated by Fonseca pursuant to Section 1.1(a) above, on or before October 15, 2023 (the "Second Installment Due Date").

For purposes of this Agreement, each of the First Installment Due Date and the Second Installment Due Date may be referred to individually as an "Installment Due Date" and collectively as the "Installment Due Dates." Payment shall be deemed received on the date the wire transfer is credited to Fonseca's designated account.

1.2 Late Payment. In the event that any installment of the Settlement Amount is not received by Fonseca on or before its applicable Installment Due Date, the unpaid amount shall bear interest at the rate of ten percent (10%) per annum, calculated on a simple interest basis from the applicable Installment Due Date through and including the date of actual receipt of such payment by Fonseca. The accrual of interest under this Section 1.2 shall not limit or waive any other rights or remedies available to Fonseca under this Agreement, at law, or in equity, including the right to seek enforcement of this Agreement pursuant to California Code of Civil Procedure Section 664.6 as contemplated by Section 7.1 hereof.

1.3 Source of Funds. The Settlement Amount shall be the personal obligation of Rennick individually and shall not be paid, directly or indirectly, from the funds, accounts, assets, or revenues of CMP. Rennick represents and warrants that he has sufficient personal financial resources and liquidity to satisfy the Settlement Amount in accordance with the payment schedule set forth in Section 1.1 above. Nothing in this Section 1.3 shall prohibit Rennick from using funds distributed to him by CMP in the ordinary course of business in accordance with the Partnership Agreement and the Restated Waterfall (as defined below), provided that no CMP distribution shall be accelerated, preferentially directed, or otherwise manipulated for the purpose of funding the Settlement Amount.

Section 2: RESTATED DISTRIBUTION WATERFALL

Simultaneously with the execution of this Agreement, the Parties shall execute the Restated Distribution Waterfall for Coastal Meridian Productions LLP in the form attached hereto as Exhibit A (the "Restated Waterfall"). The Restated Waterfall has been negotiated in good faith by the Parties and their respective counsel and accountants. Effective as of January 1, 2023, the Restated Waterfall shall supersede and replace, in their entirety, all prior waterfall schedules, distribution provisions, and allocation methodologies set forth in the Partnership Agreement or adopted by the partners of CMP, including without limitation Schedule B to the Partnership Agreement and any informal or written amendments or modifications thereto. In the event of any conflict or inconsistency between the terms of the Restated Waterfall and the terms of the Partnership Agreement (as amended by the Second Amendment set forth in Section 5 hereof), the Restated Waterfall shall control with respect to all matters relating to the allocation, distribution, and priority of CMP revenues and proceeds.

Section 3: EXCESS MANAGEMENT FEES — SATISFACTION

The Parties acknowledge and agree to the following facts and resolutions with respect to the management fees paid by CMP to RSV during the period from 2018 through mid-2022:

(a) During such period, CMP paid to RSV management fees in the aggregate amount of Two Million Six Hundred Ninety-Four Thousand Five Hundred Dollars ($2,694,500) for management, administrative, and overhead services rendered by RSV to CMP in connection with the production, marketing, and distribution of CMP's feature-film properties.

(b) Under Section 6.2 of the Partnership Agreement, management fees payable by CMP to any entity owned or controlled by a partner were subject to a cap of five percent (5%) of CMP's aggregate gross receipts. Based on aggregate gross receipts of Twenty-Three Million Two Hundred Twenty Thousand Dollars ($23,220,000) through the second quarter of 2022, the permissible aggregate amount of such management fees was One Million One Hundred Sixty-One Thousand Dollars ($1,161,000). The management fees actually paid to RSV therefore exceeded the permissible amount by One Million Five Hundred Thirty-Three Thousand Five Hundred Dollars ($1,533,500) (the "Excess Fees").

(c) The payment by Rennick of the Settlement Amount in accordance with Section 1 of this Agreement shall constitute full and complete satisfaction, settlement, and resolution of any and all claims, demands, causes of action, and liabilities that Fonseca or CMP may have against Rennick, RSV, or any of their respective affiliates, arising from, relating to, or in connection with the Excess Fees, including without limitation claims for breach of the Partnership Agreement, breach of fiduciary duty, unjust enrichment, conversion, accounting, constructive trust, disgorgement, or any other legal or equitable theory.

(d) Upon Fonseca's receipt of the Settlement Amount in full, no further clawback, restitution, repayment, refund, offset, credit, or other remedy of any kind shall be required of or available against Rennick, RSV, or any of their respective affiliates with respect to the Excess Fees. For the avoidance of doubt, this Section 3 does not release or waive any rights of Fonseca with respect to management fees paid or payable by CMP on or after January 1, 2023, which shall be governed exclusively by the Restated Waterfall and Section 10 of this Agreement.

Section 4: RECLASSIFIED REVENUES — RESTORATION

4.1 Restoration to Distributable Profit Pool. The Parties acknowledge that the aggregate sum of Eight Hundred Forty-Seven Thousand Two Hundred Dollars ($847,200) in domestic distribution revenues received by CMP was reclassified on CMP's books and records as recoupable advance repayments. The Parties agree that such reclassification was not authorized under the Partnership Agreement and that the reclassified amounts shall be restored to CMP's distributable profit pool, with such restoration treated as retroactive to the fiscal quarters in which the revenues were originally received by CMP, as follows:

(a) Five Hundred Thirty-Eight Thousand Two Hundred Dollars ($538,200) attributable to domestic distribution revenues received in connection with Salt Wind, to be restored to the distributable profit pool for the third quarter of calendar year 2020 (Q3 2020); and

(b) Three Hundred Nine Thousand Dollars ($309,000) attributable to domestic distribution revenues received in connection with Iron Lullaby, to be restored to the distributable profit pool for the first quarter of calendar year 2021 (Q1 2021).

4.2 Accountant Restatement. Within thirty (30) days following the Effective Date, CMP's independent accountant, Clearfield & Moss CPAs, shall restate the applicable waterfall schedules and distribution records for Q3 2020 and Q1 2021 to reflect the restoration of revenues set forth in Section 4.1 above. The restated schedules shall recalculate each partner's distributable share for the affected quarters in accordance with the Partnership Agreement as in effect during those periods. To the extent that the restatement results in an adjustment to distributions owed by one Party to the other for the affected periods, any net amount owed to Fonseca shall be credited against the Settlement Amount, and any net amount owed to Rennick shall be offset against his obligation to pay the Settlement Amount. The Parties and their respective counsel shall cooperate in good faith with Clearfield & Moss CPAs to facilitate the timely completion of the restatement contemplated by this Section 4.2.

Section 5: PARTNERSHIP GOVERNANCE REFORMS (SECOND AMENDMENT)

The Partnership Agreement is hereby further amended as set forth in this Section 5 (the "Second Amendment"). The Second Amendment shall be effective as of the Effective Date and shall be binding upon the Parties and upon CMP. Except as expressly modified by this Section 5, the Partnership Agreement (as previously amended) shall remain in full force and effect. In the event of any conflict between the provisions of this Section 5 and the provisions of the Partnership Agreement, the provisions of this Section 5 shall control.

5.1 Dual-Signature Requirement. Section 4.3 of the Partnership Agreement is hereby amended to add the following provision: Any single expenditure, commitment, or disbursement by or on behalf of CMP in an amount exceeding Twenty-Five Thousand Dollars ($25,000.00) shall require the prior written approval of both Fonseca and Rennick. For purposes of this Section 5.1, a "single expenditure" shall include any individual payment, invoice, purchase order, contract commitment, or series of related transactions that, in the aggregate, exceed the foregoing threshold. Written approval may be given by email from the approving partner's email address of record with CMP, provided that the email expressly references the specific expenditure and the amount thereof. Neither partner shall unreasonably withhold, condition, or delay approval of any expenditure that is consistent with CMP's approved annual operating budget and the ordinary course of CMP's business.

5.2 Quarterly Financial Reporting. Section 7.1 of the Partnership Agreement is hereby amended to require that CMP's independent accountant shall prepare and distribute to both Fonseca and Rennick a quarterly financial-reporting package within forty-five (45) days following the end of each calendar quarter. Each quarterly financial-reporting package shall include, at a minimum: (a) an unaudited balance sheet as of the quarter-end date; (b) an unaudited income statement for the quarter then ended and for the year-to-date period; (c) a statement of cash flows for the quarter then ended; (d) a detailed waterfall schedule showing the calculation and allocation of distributable profits for the quarter; (e) an accounts receivable aging report; and (f) a schedule of all management fees, related-party transactions, and overhead allocations for the quarter. The quarterly financial-reporting packages shall be delivered to each partner at the address set forth in the preamble to this Agreement, or to such other address as a partner may designate in writing, and simultaneously by electronic mail to email addresses designated by each partner.

5.3 Annual Audit. Section 7.2 of the Partnership Agreement is hereby amended to require that the books and records of CMP shall be subject to an annual audit conducted in accordance with generally accepted auditing standards as promulgated by the American Institute of Certified Public Accountants. The audit report, including the auditor's opinion, audited financial statements, and any management letter, shall be issued and distributed to both partners within ninety (90) days following the end of each fiscal year of CMP. The cost of each annual audit shall be a CMP partnership expense.

5.4 Independent Accountant. Clearfield & Moss CPAs (Howard Moss, CPA, Partner-in-Charge; 9100 Sunset Boulevard, Suite 220, West Hollywood, California 90069) shall continue to serve as CMP's independent accountant for purposes of the quarterly financial reporting required by Section 5.2 and the annual audit required by Section 5.3. Notwithstanding the foregoing, the annual audits for calendar years 2023 and 2024 shall be subject to the oversight and review of Tillerman Forensic Advisory LLC (Greta Sørensen, CPA, CFF, Principal; 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071). Tillerman's oversight role shall include, without limitation, the right to: (a) review Clearfield & Moss's audit workpapers, methodologies, and conclusions; (b) conduct independent testing of selected account balances and transactions; (c) communicate directly with Clearfield & Moss regarding audit findings; and (d) issue a supplemental report to both partners summarizing its oversight activities and any concerns identified. Tillerman's fees and expenses for the oversight engagement shall be a CMP partnership expense, provided that such fees and expenses shall not exceed Forty Thousand Dollars ($40,000) per audit cycle without the prior written consent of both partners. Following the completion of the calendar year 2024 audit oversight engagement, Tillerman's oversight role shall terminate unless both partners agree in writing to extend it.

Section 6: MUTUAL RELEASE

6.1 Fonseca Release. Effective upon Fonseca's receipt of the First Installment, Fonseca, for herself and on behalf of her heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges each of the Rennick Parties and their respective agents, employees, officers, managers, members, representatives, attorneys, accountants, insurers, heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Rennick Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, liabilities, obligations, costs, expenses, and attorney's fees of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, or any other theory of recovery, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, fixed or contingent, which Fonseca now has, has ever had, or may hereafter have against any of the Rennick Released Parties, arising from, relating to, or in connection with the Dispute, the Action, the Excess Fees, the reclassified revenues described in Section 4, or CMP's financial affairs generally for the period from CMP's inception through and including December 31, 2022 (collectively, the "Fonseca Released Claims"). The Fonseca Released Claims do not include claims arising from a breach of this Agreement.

6.2 Rennick Release. Effective upon execution of this Agreement, each of the Rennick Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, members, managers, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges Fonseca and her agents, employees, representatives, attorneys, accountants, insurers, heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Fonseca Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, liabilities, obligations, costs, expenses, and attorney's fees of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, or any other theory of recovery, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, fixed or contingent, which the Rennick Parties now have, have ever had, or may hereafter have against any of the Fonseca Released Parties, arising from, relating to, or in connection with the Dispute, the Action, the counterclaim filed in the Action, the Excess Fees, the reclassified revenues described in Section 4, or CMP's financial affairs generally for the period from CMP's inception through and including December 31, 2022 (collectively, the "Rennick Released Claims"). The Rennick Released Claims do not include claims arising from a breach of this Agreement.

6.3 California Civil Code Section 1542 Waiver. Each Party acknowledges that he or she has been advised by his or her respective legal counsel regarding, and is familiar with, the provisions of California Civil Code Section 1542, which provides as follows:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Each Party, being aware of said provision of law, hereby expressly waives and relinquishes all rights and benefits that he, she, or it may have under California Civil Code Section 1542, and under any other statute, rule, regulation, or common-law principle of similar effect in any jurisdiction, with respect to the Fonseca Released Claims (in the case of Fonseca) or the Rennick Released Claims (in the case of the Rennick Parties), as applicable. Each Party understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542 is that, even if a Party should eventually suffer additional damages arising out of the facts, circumstances, or transactions that are the subject of the released claims, such Party will not be able to make any claim for those damages. Each Party acknowledges that he, she, or it intends these consequences even as to claims that may exist as of the date of this Agreement but which such Party does not know to exist, and which, if known, would have materially affected such Party's decision to execute this Agreement. Each Party further acknowledges that this waiver was separately bargained for and is a key element of this Agreement.

Section 7: DISMISSAL OF ACTION

7.1 Joint Stipulation. Within five (5) business days following Fonseca's receipt of the First Installment, the Parties, through their respective counsel of record, shall execute and file with the Superior Court of the State of California, County of Los Angeles, a Joint Stipulation for Dismissal of the Action (Case No. 23STCV01897), with prejudice, with each side bearing its own attorney's fees and costs. The Joint Stipulation shall provide that the Court shall retain jurisdiction over the Parties and the subject matter of this Agreement pursuant to California Code of Civil Procedure Section 664.6 for purposes of enforcing the terms and conditions of this Agreement, including without limitation the payment obligations set forth in Section 1 hereof. Counsel for Fonseca shall prepare the initial draft of the Joint Stipulation and circulate it to counsel for the Rennick Parties for review and approval, such approval not to be unreasonably withheld or delayed.

7.2 Counterclaim Dismissal. Simultaneously with the filing of the Joint Stipulation described in Section 7.1 above, Rennick shall dismiss with prejudice his counterclaim filed in the Action on March 6, 2023, including all claims and causes of action asserted therein, with each side bearing its own attorney's fees and costs with respect to the counterclaim. If required by the Court's local rules, the dismissal of the counterclaim may be included within the Joint Stipulation for Dismissal.

Section 8: NON-DISPARAGEMENT

From and after the Effective Date, no Party shall, directly or indirectly, make, publish, authorize, ratify, or cause to be made or published, whether orally, in writing, or through any electronic or digital medium (including without limitation social media platforms, blogs, podcasts, press releases, and industry publications), any statement, comment, or communication that is derogatory, defamatory, disparaging, or injurious to the reputation, business, or personal standing of any other Party, in connection with CMP, the Action, the Dispute, the subject matter of this Agreement, or the events, transactions, or circumstances giving rise thereto. Nothing in this Section 8 shall prohibit any Party from: (a) making truthful statements in response to a lawful subpoena, court order, or government investigation; (b) providing truthful testimony in any judicial, arbitral, or administrative proceeding; or (c) communicating in good faith with his, her, or its legal or tax advisors regarding the matters addressed in this Agreement.

Section 9: CONFIDENTIALITY

9.1 General Obligation. The Parties shall keep strictly confidential the existence and terms of this Agreement, the Settlement Amount, the payment schedule, and all related negotiations and communications, and shall not disclose such information to any third party, except:

(a) to their respective legal counsel, tax advisors, accountants, and financial advisors, each of whom shall be informed of and bound by the confidentiality obligations set forth in this Section 9;

(b) as may be required by applicable law, regulation, subpoena, court order, or governmental investigation or proceeding; and

(c) to Ridgeline Commercial Bank (555 West 7th Street, 18th Floor, Los Angeles, California 90014) and its authorized representatives, solely to the extent necessary in connection with CMP's existing One Million Four Hundred Thousand Dollar ($1,400,000) revolving credit facility and any renewals, amendments, or refinancings thereof, provided that any such disclosure shall be accompanied by a written request that the recipient maintain the disclosed information in confidence.

9.2 Notice of Compelled Disclosure. In the event that any Party receives a subpoena, court order, regulatory demand, or other legal process that would require or compel disclosure of the terms of this Agreement or any information subject to the confidentiality obligations of Section 9.1, the Party receiving such legal process (the "Compelled Party") shall, to the extent legally permissible, provide prompt written notice to the other Parties of such legal process no fewer than five (5) business days prior to making any such disclosure. The notice shall include a copy of the legal process and a description of the information proposed to be disclosed. The other Parties shall have the right, at their own expense, to seek a protective order or other appropriate remedy to prevent or limit such disclosure. The Compelled Party shall cooperate reasonably with any such efforts. If, after reasonable efforts, a protective order or other remedy is not obtained, the Compelled Party may disclose only that portion of the confidential information that is legally required to be disclosed.

Section 10: RSV GOING FORWARD

The Parties acknowledge that RSV has provided and may continue to provide management, administrative, production, and other professional services to CMP in connection with the ongoing exploitation of CMP's existing film library and any future projects undertaken by CMP. Nothing in this Agreement shall be construed to terminate or prohibit the engagement of RSV by CMP; provided, however, that any continuing or future services rendered by RSV to CMP on or after the Effective Date shall be subject to the following conditions:

(a) All invoices submitted by RSV to CMP for management services, overhead, administrative support, or any other services shall be subject to the management-fee cap of three percent (3%) of CMP's applicable gross receipts, as set forth in the Restated Waterfall. Any invoice or aggregate invoices from RSV that would cause total management fees paid to RSV in any calendar year to exceed such cap shall not be payable by CMP unless both partners expressly consent in writing to the excess amount.

(b) Each individual RSV invoice submitted to CMP, regardless of amount, shall be subject to the dual-signature approval requirement set forth in Section 5.1 of this Agreement. No RSV invoice shall be paid by CMP without the prior written approval of both Fonseca and Rennick. For the avoidance of doubt, this requirement applies in addition to, and not in lieu of, the general dual-signature requirement for expenditures exceeding Twenty-Five Thousand Dollars ($25,000) set forth in Section 5.1.

Section 11: REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other Parties, as of the Effective Date, as follows:

(a) Authority. Such Party has full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of RSV, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of RSV, and this Agreement constitutes the valid and binding obligation of RSV, enforceable against RSV in accordance with its terms.

(b) Voluntary Execution. This Agreement has been executed freely and voluntarily by such Party, without coercion, duress, or undue influence. Such Party has had the opportunity to review this Agreement with his, her, or its legal counsel, has in fact consulted with legal counsel regarding the terms and consequences of this Agreement, and fully understands the terms and significance hereof. Such Party has had a reasonable period of time within which to consider this Agreement before executing it.

(c) No Prior Assignment. Such Party has not heretofore assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of, in whole or in part, any claim, demand, cause of action, right, or interest released, compromised, or otherwise addressed by this Agreement. No other person or entity has any interest in any of the claims, demands, or causes of action referred to in this Agreement by reason of any assignment, grant, or transfer made or purported to have been made by such Party.

Section 12: MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to the conflict-of-laws principles thereof that might otherwise direct the application of the laws of another jurisdiction.

12.2 Entire Agreement. This Agreement, together with Exhibit A attached hereto (the Restated Waterfall), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, representations, warranties, and agreements, whether written or oral, between or among the Parties relating to the subject matter hereof, including without limitation the Settlement Term Sheet dated June 8, 2023. No Party has relied on any representation, warranty, or statement not expressly set forth in this Agreement in entering into this Agreement.

12.3 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a physically executed original.

12.5 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given: (i) when delivered personally; (ii) one (1) business day after being sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), charges prepaid; or (iii) three (3) business days after being deposited in the United States mail, certified or registered, return receipt requested, postage prepaid. All notices shall be addressed to the Parties at the addresses set forth in the preamble to this Agreement, or to such other address as a Party may designate by written notice given in accordance with this Section 12.5, with copies (which shall not constitute notice) delivered simultaneously to the following:

If to Fonseca, with a copy to:

Calderwood & Harkness LLP 725 South Flower Street, Suite 4200 Los Angeles, California 90017

Attention: Samuel Eklund

If to the Rennick Parties, with a copy to:

Hargrove, Pettit & Sun LLP 800 South Figueroa Street, Suite 3100 Los Angeles, California 90017

Attention: Elaine Chow

12.6 Enforcement. In the event that any Party commences any action, suit, or proceeding to enforce or interpret this Agreement, or to recover damages for breach hereof, the prevailing Party in such action, suit, or proceeding shall be entitled to recover from the non-prevailing Party its reasonable attorney's fees, costs, and expenses incurred in connection therewith, in addition to any other relief to which such prevailing Party may be entitled.

12.7 Severability. If any provision of this Agreement, or any portion thereof, shall be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of any other provision, or any other portion of such provision, which shall remain in full force and effect. The Parties agree that any invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible.

12.8 No Admission. This Agreement is a compromise and settlement of disputed claims. Nothing contained herein, and no action taken by any Party in connection with this Agreement, shall be construed as, or deemed to be, an admission by any Party of liability, wrongdoing, fault, error, or omission of any kind whatsoever. The Parties expressly deny any such liability, wrongdoing, fault, error, or omission. This Agreement, and the terms hereof, shall not be admissible in evidence in any proceeding, except in a proceeding to enforce the terms of this Agreement.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the Effective Date first written above.

MARGUERITE D. FONSECA

________________________________________

Marguerite D. Fonseca

Date: July 14, 2023

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

DESMOND R. RENNICK (Individual Capacity)

________________________________________

Desmond R. Rennick

Date: July 14, 2023

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RENNICK SLATE VENTURES LLC

By: ________

Name: Desmond R. Rennick

Title: Sole Member

Date: July 14, 2023

EXHIBIT LISTING

Exhibit A — Restated Distribution Waterfall, Coastal Meridian Productions LLP, Effective January 1, 2023

(Attached separately as restated-distribution-waterfall.docx)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Effective Date: July 14, 2023
This SETTLEMENT AGREEMENT AND MUTUAL RELEASE (this "Agreement") is entered into as of July 14, 2023 (the "Effective Date"), by and among the following parties:
(1) MARGUERITE D. FONSECA, an individual residing at 2817 Cheremoya Avenue, Los Angeles, California 90068 ("Fonseca");
(2) DESMOND R. RENNICK, an individual residing at 438 Georgina Avenue, Santa Monica, California 90402 ("Rennick"); and
(3) RENNICK SLATE VENTURES LLC, a California limited liability company with its principal office at 1925 Ocean Park Boulevard, Suite 200, Santa Monica, California 90405, Employer Identification Number 84-3056178 ("RSV" and, together with Rennick, the "Rennick Parties").
Each of Fonseca, Rennick, and RSV is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Fonseca and Rennick are the partners of Coastal Meridian Productions LLP, a California limited liability partnership ("CMP"), Employer Identification Number 83-2197644, formed pursuant to that certain Partnership Agreement dated March 8, 2017, as amended by that certain First Amendment to Partnership Agreement dated January 15, 2019 (as so amended, the "Partnership Agreement"). CMP maintains its principal office at 1140 North La Brea Avenue, Suite 300, Los Angeles, California 90038, and its registered agent for service of process is Pacific Coast Registered Agents, Inc., 4200 Wilshire Boulevard, Suite 610, Los Angeles, California 90010.
B. Under the Partnership Agreement, Fonseca holds a fifty-five percent (55%) partnership interest in CMP and Rennick holds a forty-five percent (45%) partnership interest in CMP. Fonseca contributed Two Million Eight Hundred Fifty Thousand Dollars ($2,850,000) in initial capital, and Rennick contributed Two Million Three Hundred Thirty-One Thousand Eight Hundred Eighteen Dollars ($2,331,818) in initial capital, for a total initial capitalization of Five Million One Hundred Eighty-One Thousand Eight Hundred Eighteen Dollars ($5,181,818).
C. Since its formation, CMP has produced and commercially exploited four feature-film properties: Iron Lullaby (2018), The Perdition Room (2019), Salt Wind (2020), and Nightjars (2021). Through the second quarter of calendar year 2022, these four properties generated aggregate gross receipts of approximately Twenty-Three Million Two Hundred Twenty Thousand Dollars ($23,220,000).
D. A dispute arose between the Parties (the "Dispute") regarding, among other things: (i) management fees paid by CMP to RSV during the period from 2018 through mid-2022, totaling Two Million Six Hundred Ninety-Four Thousand Five Hundred Dollars ($2,694,500), which Fonseca contends exceeded the five percent (5%) management-fee cap set forth in Section 6.2 of the Partnership Agreement — the permissible aggregate amount under the cap being One Million One Hundred Sixty-One Thousand Dollars ($1,161,000), resulting in alleged excess fees of One Million Five Hundred Thirty-Three Thousand Five Hundred Dollars ($1,533,500); and (ii) the reclassification of Eight Hundred Forty-Seven Thousand Two Hundred Dollars ($847,200) in domestic distribution revenues as recoupable advance repayments, which Fonseca contends was not authorized under the Partnership Agreement and improperly diverted funds from the distributable profit pool.
E. On January 24, 2023, Fonseca commenced a civil action styled Fonseca v. Rennick et al., filed in the Superior Court of the State of California, County of Los Angeles, bearing Case Number 23STCV01897 (the "Action"). Rennick filed an answer and counterclaim in the Action on March 6, 2023. The counterclaim asserted, among other things, claims for breach of fiduciary duty and tortious interference with prospective economic advantage.
F. The Parties participated in a full-day mediation session on May 19, 2023, before the Honorable Patricia Villareal (Ret.), conducted under the auspices of Apex Mediation Services, located at 633 West 5th Street, Suite 2600, Los Angeles, California 90071. Following the mediation, the Parties continued arms-length negotiations and ultimately agreed upon the material terms of a resolution, which were memorialized in a Settlement Term Sheet dated June 8, 2023 (the "Settlement Term Sheet"), executed by all Parties and their respective counsel.
G. The Parties now wish to fully and finally resolve the Dispute, including all claims and counterclaims asserted in the Action, and all other claims, known or unknown, relating to CMP's financial affairs from inception through December 31, 2022, on the terms and conditions set forth in this Agreement.
H. Fonseca is represented in this matter by Calderwood & Harkness LLP, 725 South Flower Street, Suite 4200, Los Angeles, California 90017. The Rennick Parties are represented in this matter by Hargrove, Pettit & Sun LLP, 800 South Figueroa Street, Suite 3100, Los Angeles, California 90017. Each Party acknowledges having had the opportunity to review this Agreement with their respective counsel and having received legal advice regarding the terms, conditions, and consequences of executing this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
Section 1: SETTLEMENT PAYMENT
1.1 Payment Amount and Schedule. As settlement consideration for the claims asserted by Fonseca against the Rennick Parties, Rennick shall pay, or cause to be paid, to Fonseca the aggregate sum of Nine Hundred Seventy-Five Thousand Dollars ($975,000) (the "Settlement Amount"), payable in two installments as follows:
(a) First Installment. Six Hundred Thousand Dollars ($600,000), payable by wire transfer of immediately available funds to a bank account designated by Fonseca in writing to Rennick or his counsel no later than five (5) business days after the Effective Date. The First Installment shall be due and payable within fifteen (15) business days of the Effective Date (the "First Installment Due Date"). The Parties acknowledge that, based on the Effective Date of July 14, 2023, and excluding weekends and federal bank holidays, the First Installment Due Date falls on August 4, 2023.
(b) Second Installment. Three Hundred Seventy-Five Thousand Dollars ($375,000), payable by wire transfer of immediately available funds to the same bank account designated by Fonseca pursuant to Section 1.1(a) above, on or before October 15, 2023 (the "Second Installment Due Date").
For purposes of this Agreement, each of the First Installment Due Date and the Second Installment Due Date may be referred to individually as an "Installment Due Date" and collectively as the "Installment Due Dates." Payment shall be deemed received on the date the wire transfer is credited to Fonseca's designated account.
1.2 Late Payment. In the event that any installment of the Settlement Amount is not received by Fonseca on or before its applicable Installment Due Date, the unpaid amount shall bear interest at the rate of ten percent (10%) per annum, calculated on a simple interest basis from the applicable Installment Due Date through and including the date of actual receipt of such payment by Fonseca. The accrual of interest under this Section 1.2 shall not limit or waive any other rights or remedies available to Fonseca under this Agreement, at law, or in equity, including the right to seek enforcement of this Agreement pursuant to California Code of Civil Procedure Section 664.6 as contemplated by Section 7.1 hereof.
1.3 Source of Funds. The Settlement Amount shall be the personal obligation of Rennick individually and shall not be paid, directly or indirectly, from the funds, accounts, assets, or revenues of CMP. Rennick represents and warrants that he has sufficient personal financial resources and liquidity to satisfy the Settlement Amount in accordance with the payment schedule set forth in Section 1.1 above. Nothing in this Section 1.3 shall prohibit Rennick from using funds distributed to him by CMP in the ordinary course of business in accordance with the Partnership Agreement and the Restated Waterfall (as defined below), provided that no CMP distribution shall be accelerated, preferentially directed, or otherwise manipulated for the purpose of funding the Settlement Amount.
Section 2: RESTATED DISTRIBUTION WATERFALL
Simultaneously with the execution of this Agreement, the Parties shall execute the Restated Distribution Waterfall for Coastal Meridian Productions LLP in the form attached hereto as Exhibit A (the "Restated Waterfall"). The Restated Waterfall has been negotiated in good faith by the Parties and their respective counsel and accountants. Effective as of January 1, 2023, the Restated Waterfall shall supersede and replace, in their entirety, all prior waterfall schedules, distribution provisions, and allocation methodologies set forth in the Partnership Agreement or adopted by the partners of CMP, including without limitation Schedule B to the Partnership Agreement and any informal or written amendments or modifications thereto. In the event of any conflict or inconsistency between the terms of the Restated Waterfall and the terms of the Partnership Agreement (as amended by the Second Amendment set forth in Section 5 hereof), the Restated Waterfall shall control with respect to all matters relating to the allocation, distribution, and priority of CMP revenues and proceeds.
Section 3: EXCESS MANAGEMENT FEES — SATISFACTION
The Parties acknowledge and agree to the following facts and resolutions with respect to the management fees paid by CMP to RSV during the period from 2018 through mid-2022:
(a) During such period, CMP paid to RSV management fees in the aggregate amount of Two Million Six Hundred Ninety-Four Thousand Five Hundred Dollars ($2,694,500) for management, administrative, and overhead services rendered by RSV to CMP in connection with the production, marketing, and distribution of CMP's feature-film properties.
(b) Under Section 6.2 of the Partnership Agreement, management fees payable by CMP to any entity owned or controlled by a partner were subject to a cap of five percent (5%) of CMP's aggregate gross receipts. Based on aggregate gross receipts of Twenty-Three Million Two Hundred Twenty Thousand Dollars ($23,220,000) through the second quarter of 2022, the permissible aggregate amount of such management fees was One Million One Hundred Sixty-One Thousand Dollars ($1,161,000). The management fees actually paid to RSV therefore exceeded the permissible amount by One Million Five Hundred Thirty-Three Thousand Five Hundred Dollars ($1,533,500) (the "Excess Fees").
(c) The payment by Rennick of the Settlement Amount in accordance with Section 1 of this Agreement shall constitute full and complete satisfaction, settlement, and resolution of any and all claims, demands, causes of action, and liabilities that Fonseca or CMP may have against Rennick, RSV, or any of their respective affiliates, arising from, relating to, or in connection with the Excess Fees, including without limitation claims for breach of the Partnership Agreement, breach of fiduciary duty, unjust enrichment, conversion, accounting, constructive trust, disgorgement, or any other legal or equitable theory.
(d) Upon Fonseca's receipt of the Settlement Amount in full, no further clawback, restitution, repayment, refund, offset, credit, or other remedy of any kind shall be required of or available against Rennick, RSV, or any of their respective affiliates with respect to the Excess Fees. For the avoidance of doubt, this Section 3 does not release or waive any rights of Fonseca with respect to management fees paid or payable by CMP on or after January 1, 2023, which shall be governed exclusively by the Restated Waterfall and Section 10 of this Agreement.
Section 4: RECLASSIFIED REVENUES — RESTORATION
4.1 Restoration to Distributable Profit Pool. The Parties acknowledge that the aggregate sum of Eight Hundred Forty-Seven Thousand Two Hundred Dollars ($847,200) in domestic distribution revenues received by CMP was reclassified on CMP's books and records as recoupable advance repayments. The Parties agree that such reclassification was not authorized under the Partnership Agreement and that the reclassified amounts shall be restored to CMP's distributable profit pool, with such restoration treated as retroactive to the fiscal quarters in which the revenues were originally received by CMP, as follows:
(a) Five Hundred Thirty-Eight Thousand Two Hundred Dollars ($538,200) attributable to domestic distribution revenues received in connection with Salt Wind, to be restored to the distributable profit pool for the third quarter of calendar year 2020 (Q3 2020); and
(b) Three Hundred Nine Thousand Dollars ($309,000) attributable to domestic distribution revenues received in connection with Iron Lullaby, to be restored to the distributable profit pool for the first quarter of calendar year 2021 (Q1 2021).
4.2 Accountant Restatement. Within thirty (30) days following the Effective Date, CMP's independent accountant, Clearfield & Moss CPAs, shall restate the applicable waterfall schedules and distribution records for Q3 2020 and Q1 2021 to reflect the restoration of revenues set forth in Section 4.1 above. The restated schedules shall recalculate each partner's distributable share for the affected quarters in accordance with the Partnership Agreement as in effect during those periods. To the extent that the restatement results in an adjustment to distributions owed by one Party to the other for the affected periods, any net amount owed to Fonseca shall be credited against the Settlement Amount, and any net amount owed to Rennick shall be offset against his obligation to pay the Settlement Amount. The Parties and their respective counsel shall cooperate in good faith with Clearfield & Moss CPAs to facilitate the timely completion of the restatement contemplated by this Section 4.2.
Section 5: PARTNERSHIP GOVERNANCE REFORMS (SECOND AMENDMENT)
The Partnership Agreement is hereby further amended as set forth in this Section 5 (the "Second Amendment"). The Second Amendment shall be effective as of the Effective Date and shall be binding upon the Parties and upon CMP. Except as expressly modified by this Section 5, the Partnership Agreement (as previously amended) shall remain in full force and effect. In the event of any conflict between the provisions of this Section 5 and the provisions of the Partnership Agreement, the provisions of this Section 5 shall control.
5.1 Dual-Signature Requirement. Section 4.3 of the Partnership Agreement is hereby amended to add the following provision: Any single expenditure, commitment, or disbursement by or on behalf of CMP in an amount exceeding Twenty-Five Thousand Dollars ($25,000.00) shall require the prior written approval of both Fonseca and Rennick. For purposes of this Section 5.1, a "single expenditure" shall include any individual payment, invoice, purchase order, contract commitment, or series of related transactions that, in the aggregate, exceed the foregoing threshold. Written approval may be given by email from the approving partner's email address of record with CMP, provided that the email expressly references the specific expenditure and the amount thereof. Neither partner shall unreasonably withhold, condition, or delay approval of any expenditure that is consistent with CMP's approved annual operating budget and the ordinary course of CMP's business.
5.2 Quarterly Financial Reporting. Section 7.1 of the Partnership Agreement is hereby amended to require that CMP's independent accountant shall prepare and distribute to both Fonseca and Rennick a quarterly financial-reporting package within forty-five (45) days following the end of each calendar quarter. Each quarterly financial-reporting package shall include, at a minimum: (a) an unaudited balance sheet as of the quarter-end date; (b) an unaudited income statement for the quarter then ended and for the year-to-date period; (c) a statement of cash flows for the quarter then ended; (d) a detailed waterfall schedule showing the calculation and allocation of distributable profits for the quarter; (e) an accounts receivable aging report; and (f) a schedule of all management fees, related-party transactions, and overhead allocations for the quarter. The quarterly financial-reporting packages shall be delivered to each partner at the address set forth in the preamble to this Agreement, or to such other address as a partner may designate in writing, and simultaneously by electronic mail to email addresses designated by each partner.
5.3 Annual Audit. Section 7.2 of the Partnership Agreement is hereby amended to require that the books and records of CMP shall be subject to an annual audit conducted in accordance with generally accepted auditing standards as promulgated by the American Institute of Certified Public Accountants. The audit report, including the auditor's opinion, audited financial statements, and any management letter, shall be issued and distributed to both partners within ninety (90) days following the end of each fiscal year of CMP. The cost of each annual audit shall be a CMP partnership expense.
5.4 Independent Accountant. Clearfield & Moss CPAs (Howard Moss, CPA, Partner-in-Charge; 9100 Sunset Boulevard, Suite 220, West Hollywood, California 90069) shall continue to serve as CMP's independent accountant for purposes of the quarterly financial reporting required by Section 5.2 and the annual audit required by Section 5.3. Notwithstanding the foregoing, the annual audits for calendar years 2023 and 2024 shall be subject to the oversight and review of Tillerman Forensic Advisory LLC (Greta Sørensen, CPA, CFF, Principal; 350 South Grand Avenue, Suite 1480, Los Angeles, California 90071). Tillerman's oversight role shall include, without limitation, the right to: (a) review Clearfield & Moss's audit workpapers, methodologies, and conclusions; (b) conduct independent testing of selected account balances and transactions; (c) communicate directly with Clearfield & Moss regarding audit findings; and (d) issue a supplemental report to both partners summarizing its oversight activities and any concerns identified. Tillerman's fees and expenses for the oversight engagement shall be a CMP partnership expense, provided that such fees and expenses shall not exceed Forty Thousand Dollars ($40,000) per audit cycle without the prior written consent of both partners. Following the completion of the calendar year 2024 audit oversight engagement, Tillerman's oversight role shall terminate unless both partners agree in writing to extend it.
Section 6: MUTUAL RELEASE
6.1 Fonseca Release. Effective upon Fonseca's receipt of the First Installment, Fonseca, for herself and on behalf of her heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges each of the Rennick Parties and their respective agents, employees, officers, managers, members, representatives, attorneys, accountants, insurers, heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Rennick Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, liabilities, obligations, costs, expenses, and attorney's fees of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, or any other theory of recovery, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, fixed or contingent, which Fonseca now has, has ever had, or may hereafter have against any of the Rennick Released Parties, arising from, relating to, or in connection with the Dispute, the Action, the Excess Fees, the reclassified revenues described in Section 4, or CMP's financial affairs generally for the period from CMP's inception through and including December 31, 2022 (collectively, the "Fonseca Released Claims"). The Fonseca Released Claims do not include claims arising from a breach of this Agreement.
6.2 Rennick Release. Effective upon execution of this Agreement, each of the Rennick Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, members, managers, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges Fonseca and her agents, employees, representatives, attorneys, accountants, insurers, heirs, executors, administrators, personal representatives, successors, and assigns (collectively, the "Fonseca Released Parties") from any and all claims, counterclaims, cross-claims, demands, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, liabilities, obligations, costs, expenses, and attorney's fees of every kind and nature whatsoever, whether at law or in equity, whether based on contract, tort, statute, or any other theory of recovery, whether known or unknown, suspected or unsuspected, matured or unmatured, liquidated or unliquidated, fixed or contingent, which the Rennick Parties now have, have ever had, or may hereafter have against any of the Fonseca Released Parties, arising from, relating to, or in connection with the Dispute, the Action, the counterclaim filed in the Action, the Excess Fees, the reclassified revenues described in Section 4, or CMP's financial affairs generally for the period from CMP's inception through and including December 31, 2022 (collectively, the "Rennick Released Claims"). The Rennick Released Claims do not include claims arising from a breach of this Agreement.
6.3 California Civil Code Section 1542 Waiver. Each Party acknowledges that he or she has been advised by his or her respective legal counsel regarding, and is familiar with, the provisions of California Civil Code Section 1542, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
Each Party, being aware of said provision of law, hereby expressly waives and relinquishes all rights and benefits that he, she, or it may have under California Civil Code Section 1542, and under any other statute, rule, regulation, or common-law principle of similar effect in any jurisdiction, with respect to the Fonseca Released Claims (in the case of Fonseca) or the Rennick Released Claims (in the case of the Rennick Parties), as applicable. Each Party understands and acknowledges that the significance and consequence of this waiver of California Civil Code Section 1542 is that, even if a Party should eventually suffer additional damages arising out of the facts, circumstances, or transactions that are the subject of the released claims, such Party will not be able to make any claim for those damages. Each Party acknowledges that he, she, or it intends these consequences even as to claims that may exist as of the date of this Agreement but which such Party does not know to exist, and which, if known, would have materially affected such Party's decision to execute this Agreement. Each Party further acknowledges that this waiver was separately bargained for and is a key element of this Agreement.
Section 7: DISMISSAL OF ACTION
7.1 Joint Stipulation. Within five (5) business days following Fonseca's receipt of the First Installment, the Parties, through their respective counsel of record, shall execute and file with the Superior Court of the State of California, County of Los Angeles, a Joint Stipulation for Dismissal of the Action (Case No. 23STCV01897), with prejudice, with each side bearing its own attorney's fees and costs. The Joint Stipulation shall provide that the Court shall retain jurisdiction over the Parties and the subject matter of this Agreement pursuant to California Code of Civil Procedure Section 664.6 for purposes of enforcing the terms and conditions of this Agreement, including without limitation the payment obligations set forth in Section 1 hereof. Counsel for Fonseca shall prepare the initial draft of the Joint Stipulation and circulate it to counsel for the Rennick Parties for review and approval, such approval not to be unreasonably withheld or delayed.
7.2 Counterclaim Dismissal. Simultaneously with the filing of the Joint Stipulation described in Section 7.1 above, Rennick shall dismiss with prejudice his counterclaim filed in the Action on March 6, 2023, including all claims and causes of action asserted therein, with each side bearing its own attorney's fees and costs with respect to the counterclaim. If required by the Court's local rules, the dismissal of the counterclaim may be included within the Joint Stipulation for Dismissal.
Section 8: NON-DISPARAGEMENT
From and after the Effective Date, no Party shall, directly or indirectly, make, publish, authorize, ratify, or cause to be made or published, whether orally, in writing, or through any electronic or digital medium (including without limitation social media platforms, blogs, podcasts, press releases, and industry publications), any statement, comment, or communication that is derogatory, defamatory, disparaging, or injurious to the reputation, business, or personal standing of any other Party, in connection with CMP, the Action, the Dispute, the subject matter of this Agreement, or the events, transactions, or circumstances giving rise thereto. Nothing in this Section 8 shall prohibit any Party from: (a) making truthful statements in response to a lawful subpoena, court order, or government investigation; (b) providing truthful testimony in any judicial, arbitral, or administrative proceeding; or (c) communicating in good faith with his, her, or its legal or tax advisors regarding the matters addressed in this Agreement.
Section 9: CONFIDENTIALITY
9.1 General Obligation. The Parties shall keep strictly confidential the existence and terms of this Agreement, the Settlement Amount, the payment schedule, and all related negotiations and communications, and shall not disclose such information to any third party, except:
(a) to their respective legal counsel, tax advisors, accountants, and financial advisors, each of whom shall be informed of and bound by the confidentiality obligations set forth in this Section 9;
(b) as may be required by applicable law, regulation, subpoena, court order, or governmental investigation or proceeding; and
(c) to Ridgeline Commercial Bank (555 West 7th Street, 18th Floor, Los Angeles, California 90014) and its authorized representatives, solely to the extent necessary in connection with CMP's existing One Million Four Hundred Thousand Dollar ($1,400,000) revolving credit facility and any renewals, amendments, or refinancings thereof, provided that any such disclosure shall be accompanied by a written request that the recipient maintain the disclosed information in confidence.
9.2 Notice of Compelled Disclosure. In the event that any Party receives a subpoena, court order, regulatory demand, or other legal process that would require or compel disclosure of the terms of this Agreement or any information subject to the confidentiality obligations of Section 9.1, the Party receiving such legal process (the "Compelled Party") shall, to the extent legally permissible, provide prompt written notice to the other Parties of such legal process no fewer than five (5) business days prior to making any such disclosure. The notice shall include a copy of the legal process and a description of the information proposed to be disclosed. The other Parties shall have the right, at their own expense, to seek a protective order or other appropriate remedy to prevent or limit such disclosure. The Compelled Party shall cooperate reasonably with any such efforts. If, after reasonable efforts, a protective order or other remedy is not obtained, the Compelled Party may disclose only that portion of the confidential information that is legally required to be disclosed.
Section 10: RSV GOING FORWARD
The Parties acknowledge that RSV has provided and may continue to provide management, administrative, production, and other professional services to CMP in connection with the ongoing exploitation of CMP's existing film library and any future projects undertaken by CMP. Nothing in this Agreement shall be construed to terminate or prohibit the engagement of RSV by CMP; provided, however, that any continuing or future services rendered by RSV to CMP on or after the Effective Date shall be subject to the following conditions:
(a) All invoices submitted by RSV to CMP for management services, overhead, administrative support, or any other services shall be subject to the management-fee cap of three percent (3%) of CMP's applicable gross receipts, as set forth in the Restated Waterfall. Any invoice or aggregate invoices from RSV that would cause total management fees paid to RSV in any calendar year to exceed such cap shall not be payable by CMP unless both partners expressly consent in writing to the excess amount.
(b) Each individual RSV invoice submitted to CMP, regardless of amount, shall be subject to the dual-signature approval requirement set forth in Section 5.1 of this Agreement. No RSV invoice shall be paid by CMP without the prior written approval of both Fonseca and Rennick. For the avoidance of doubt, this requirement applies in addition to, and not in lieu of, the general dual-signature requirement for expenditures exceeding Twenty-Five Thousand Dollars ($25,000) set forth in Section 5.1.
Section 11: REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to the other Parties, as of the Effective Date, as follows:
(a) Authority. Such Party has full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. In the case of RSV, the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of RSV, and this Agreement constitutes the valid and binding obligation of RSV, enforceable against RSV in accordance with its terms.
(b) Voluntary Execution. This Agreement has been executed freely and voluntarily by such Party, without coercion, duress, or undue influence. Such Party has had the opportunity to review this Agreement with his, her, or its legal counsel, has in fact consulted with legal counsel regarding the terms and consequences of this Agreement, and fully understands the terms and significance hereof. Such Party has had a reasonable period of time within which to consider this Agreement before executing it.
(c) No Prior Assignment. Such Party has not heretofore assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of, in whole or in part, any claim, demand, cause of action, right, or interest released, compromised, or otherwise addressed by this Agreement. No other person or entity has any interest in any of the claims, demands, or causes of action referred to in this Agreement by reason of any assignment, grant, or transfer made or purported to have been made by such Party.
Section 12: MISCELLANEOUS
12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to the conflict-of-laws principles thereof that might otherwise direct the application of the laws of another jurisdiction.
12.2 Entire Agreement. This Agreement, together with Exhibit A attached hereto (the Restated Waterfall), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, understandings, representations, warranties, and agreements, whether written or oral, between or among the Parties relating to the subject matter hereof, including without limitation the Settlement Term Sheet dated June 8, 2023. No Party has relied on any representation, warranty, or statement not expressly set forth in this Agreement in entering into this Agreement.
12.3 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a physically executed original.
12.5 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given: (i) when delivered personally; (ii) one (1) business day after being sent by nationally recognized overnight courier service (such as Severin Partners LLC or Halcyon Partners LLC), charges prepaid; or (iii) three (3) business days after being deposited in the United States mail, certified or registered, return receipt requested, postage prepaid. All notices shall be addressed to the Parties at the addresses set forth in the preamble to this Agreement, or to such other address as a Party may designate by written notice given in accordance with this Section 12.5, with copies (which shall not constitute notice) delivered simultaneously to the following:
If to Fonseca, with a copy to:
Calderwood & Harkness LLP 725 South Flower Street, Suite 4200 Los Angeles, California 90017
Attention: Samuel Eklund
If to the Rennick Parties, with a copy to:
Hargrove, Pettit & Sun LLP 800 South Figueroa Street, Suite 3100 Los Angeles, California 90017
Attention: Elaine Chow
12.6 Enforcement. In the event that any Party commences any action, suit, or proceeding to enforce or interpret this Agreement, or to recover damages for breach hereof, the prevailing Party in such action, suit, or proceeding shall be entitled to recover from the non-prevailing Party its reasonable attorney's fees, costs, and expenses incurred in connection therewith, in addition to any other relief to which such prevailing Party may be entitled.
12.7 Severability. If any provision of this Agreement, or any portion thereof, shall be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of any other provision, or any other portion of such provision, which shall remain in full force and effect. The Parties agree that any invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible.
12.8 No Admission. This Agreement is a compromise and settlement of disputed claims. Nothing contained herein, and no action taken by any Party in connection with this Agreement, shall be construed as, or deemed to be, an admission by any Party of liability, wrongdoing, fault, error, or omission of any kind whatsoever. The Parties expressly deny any such liability, wrongdoing, fault, error, or omission. This Agreement, and the terms hereof, shall not be admissible in evidence in any proceeding, except in a proceeding to enforce the terms of this Agreement.
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SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement and Mutual Release as of the Effective Date first written above.
MARGUERITE D. FONSECA
________________________________________
Marguerite D. Fonseca
Date: July 14, 2023
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
DESMOND R. RENNICK (Individual Capacity)
________________________________________
Desmond R. Rennick
Date: July 14, 2023
SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE
RENNICK SLATE VENTURES LLC
By: ________
Name: Desmond R. Rennick
Title: Sole Member
Date: July 14, 2023
EXHIBIT LISTING
Exhibit A — Restated Distribution Waterfall, Coastal Meridian Productions LLP, Effective January 1, 2023
(Attached separately as restated-distribution-waterfall.docx)

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RECITALS

AGREEMENT

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

MARGUERITE D. FONSECA

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

SIGNATURE PAGE TO SETTLEMENT AGREEMENT AND MUTUAL RELEASE

RENNICK SLATE VENTURES LLC

EXHIBIT LISTING

Record

Parties

Dates

Amounts