ANGEL STUDIOS 022 Rodeo Distribution Agreement

Exhibit 6.2

ANGEL STUDIOS 022 Rodeo

ANGEL STUDIOS 022 Rodeo, Inc., is a Delaware corporation (“We,” “Us,” or “Angel”) in the business of distributing video series and motion pictures that amplify light. We are pleased to join with The Last Rodeo Movie LLC a Delaware limited liability company (“You” or “Creator”) to distribute your motion picture currently entitled “The Last Rodeo” (“Content” or “Picture”) in furtherance of that goal. This “Agreement” sets forth the promises and commitments we’ve made to each other to enable that joint enterprise. It is made up of three parts (the “Agreement Documents”):

“The Deal Terms” which lay out all the basics of our joint enterprise; followed by

“The Standard Terms and Conditions” (or “ST&C”) that go more into the legal nitty-gritty of it all (Exhibit A); and finally,

“The Content Specifications & Delivery Requirements” which contain all the particulars of the Content and a comprehensive list of each element that must be created and delivered to fully facilitate our joint enterprise (Exhibit B).

This Agreement is dated as of April 23, 2025 (“Effective Date”). This agreement supersedes the September 20, 2024 version and contains the entire understanding of the parties.

THE DEAL TERMS

CONTINGENCIES: As a prerequisite to this Agreement taking effect: (1) Angel needs to review and approve the legal chain-of-title to the Content (more on this in Paragraph 1 of the ST&C); (2) Angel and its production financing partner, Angel Acceleration Fund (“AAF”) need to review and approve Creator’s Operating Agreement (this condition/prerequisite deemed satisfied as of the date hereof); (3) the Picture must ultimately pass the Angel Guild as described in Paragraph 8(b) below (this condition/prerequisite has been satisfied as of the date hereof); and (4) both parties must have signed this Agreement.

2.	RIGHTS: We begin with the basics. Upon the waiver or satisfaction of the foregoing, You agree to grant Us:

Media: The specific rights listed in Paragraph 2 of the ST&C) for the Term, on an exclusive basis except as may be otherwise specified therein (“Angel Rights”).

The Territory: Throughout the world, in all languages, except to the extent as may otherwise be agreed by the parties in writing (the “Territory”).

The Term: For the period commencing on the date that Angel accepts material Delivery consistent with Exhibit B hereof; and continuing for fifteen (15) years (the “Term”). In addition, ▇▇▇▇▇ is hereby granted a right of first negotiation to renew for an additional fifteen (15) year period (“Subsequent 15 Year Term”). Prior to the expiration of the Term, Creator and ▇▇▇▇▇ agree to negotiate exclusively to trigger the Subsequent 15 Year Term and Angel shall notify Creator in writing of its election to exercise the right of first negotiation. If Angel and Creator have not renewed or extended for the Subsequent 15 Year Term prior to the expiration of the Term, Creator may then negotiate with third parties for the distribution of the Picture. Notwithstanding the foregoing, ▇▇▇▇▇’s right to stream the Content inside the Angel Guild and to promote or add value to any “NFT”s sold during the Term pursuant to the “NFT” rights described in Paragraph ▇.▇.▇▇ of the ST&C shall continue in perpetuity and survive any termination or expiration of this Agreement, provided that any use by Angel of any rights that have terminated upon the end of the Term shall be subject to Licensor’s prior written approval; it being agreed and understood that the parties may elect to memorialize such perpetual license in a separate writing as may be mutually agreed.

EP Credits: Provided Angel is not in uncured material breach hereof, up to two (2) executive producer credits for Angel or Angel-affiliated executives on a single card in the Content’s main titles. Names to be provided by ▇▇▇▇▇ reasonably in advance to permit Creator to effectuate Delivery without delay. All aspects of the foregoing credits not expressly stated herein shall be at Creator’s discretion.

3.	MARKETING & DISTRIBUTION: We promise to use our reasonable best efforts to market and distribute your Content in a manner intended to maximize potential revenues, facilitated by the following back-and-forth between us:

US Theatrical Release: Angel will release the Content on a minimum of 1200 screens, in the top [30] US Markets (the “US Screen Guarantee”); The US Screen Guarantee shall increase based upon the table below based upon ticket pre-sales at least 21 days prior to opening weekend.

Pre-Sales at least 21 days prior to Opening Weekend	US Screen Guarantee
$2,000,000	1,500
$2,500,000	1,600
$3,000,000	1,700
$3,500,000	1,800
$4,000,000	2,000

The US Screen Guarantee in this Paragraph 3(a) shall not apply to Memorial Day, July 4^th, Thanksgiving, or Christmas releases (defined as the immediately preceding and succeeding weekends) nor on any weekend where there are at least four (4) “wide” releases by the Major studios. No failure to secure the US Screen Guarantee shall be deemed a breach of this Agreement by Angel; Creator acknowledges that the screen count is contingent on cooperation and agreements with third party exhibitors (e.g., AMC, Regal, Cinemark, etc.) outside Angel’s direct control. Angel will at all times keep Creator apprised as to the status of such cooperation and agreements, through periodic (no less than monthly) calls or meetings with Angel’s sales team, and shall have the right to be consulted as to material developments, terms and conditions thereof.

Third-Party Revenue Licensing: Creator shall additionally be permitted to meaningfully consult in advance on all other third-party revenue licensing (“Third-party Licensing”), for non-direct/exhibitor foreign theatrical distribution, PVOD, AVOD, and VOD streaming, pay and broadcast TV, physical (DVD) and digital sales, and/or other ancillary licensing, and may propose options for Angel’s consideration, including without limitation, where appropriate, engaging third parties to effectuate such distribution and sales. Notwithstanding Creator’s consultation on such deals, but provided that it occurs, Angel shall have the right to enter any Third-party Licensing deals and shall be the contracting party/licensor in such deals. Exhibit C attached hereto specifies agreed Third-party Licensing agreements as of the date hereof, together with a summary of their terms that support the specific packaging of the Picture. The proceeds, if any, of Third party Licensing deals which provide for funding or minimum guarantees payable prior to Delivery by Creator shall be made available by Angel to Creator to facilitate completion and Delivery of the Picture, with appropriate conforming adjustments to the consideration waterfall set forth in Section 4 below. Thereafter, such proceeds will be treated as ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue; provided, however, that they shall not be subject to the offsets and allowances set forth in subsections 4(b)(i) and 4(b)(ii)(a).

P&A Crowdfunding. Angel shall assist with a capital campaign to raise up to Five Million Dollars ($5,000,000) for Prints and Advertising (P&A) from retail investors in compliance with state and federal securities laws (the “Crowdfunding Campaign”). P&A financing may exceed the Five Million Dollar ($5,000,000) specified in this subsection, but shall not exceed Ten Million Dollars ($10,000,000) without the express prior written consent of Creator. All monies received by either party in connection with crowdfunding related to the Picture (calculated “at source”) shall either be applied toward P&A for the Picture (i.e., P&A financing raised via crowdfunding shall not be recouped by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as if ▇▇▇▇▇ had provided such financing out of pocket) or deemed ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues (defined below) and split between the parties according to the terms herein. Any such P&A financing campaign shall not use the name, likeness, or other proprietary rights of any third party without the prior written consent of such party.

Access to Marketing Assets: You will make available to Us “Behind-the-Scenes Footage” (to the extent available to Creator at no material cost and at all times be subject to applicable third party contractual restrictions) on a timely basis as well as any other creative marketing assets You have or may have access to related to the Content (to the extent available to Creator at no material cost), at all times subject to the applicable third party terms, conditions, restrictions, etc. (i.e., talent approval rights, etc.)

Meaningful Consultation: We will regularly and meaningfully consult with You in advance regarding all our marketing and distribution activities, including sub-licensing opportunities with third parties. This will include periodic (no less than monthly) meetings, sharing our monthly marketing plan and projected income and expenses. In turn, You agree You will inform us regarding that whatever promotional activities You intend to undertake. You have the right to use short clips of the Content (less than 5 minutes in aggregate) to assist in that promotion, together with photographic stills, excerpts of the soundtrack or screenplay, and/or such other materials as you may reasonably request from time to time in connection with reasonable and customary promotional activities (“Social Media Clip Licenses”).

Cross Promotion: You acknowledge that We have the right to promote other content and content creators on any streaming channel or other distribution platform on which We distribute your Content, subject at all times to applicable third party contractual restrictions and provided such activities do not disparage, denigrate or otherwise cast the Picture or Creator in a negative light.

Soundtrack Promotion: ▇▇▇▇▇ shall coordinate the release of the Content in connection with the release of one or more soundtrack albums and/or singles for the Content (collectively, “Album”) and provide marketing funds commensurate with the budget of the Content, the Album, and the P&A Financing (defined below) in support of the Album. Angel shall also cooperate with Creator and applicable third parties (e.g., affiliated record labels and artists) to market and promote the Album and create further extensions and derivatives of the Album.

Sub-Contracting of Services to Angel Studios, Inc. You acknowledge and agree that We may, and hereby are granted all rights necessary to, contract with Angel Studios, Inc. (“Studios”) so that all or a portion of Our rights and obligations under this Agreement are performed by Studios on Our behalf. You agree that We and Studios may amend or modify this or any other Services Agreement between Angel and Studios in Our sole discretion, provided that neither this Agreement nor the Services Agreement, nor any amendment or modification to the Services Agreement, shall operate to alter to Your detriment any of Your rights contained in, nor deprive You of any economic or other benefit agreed to in, the Original Agreement. Angel represents and warrants that the Services Agreement shall not be altered between Angel and Studios in any manner which negatively impacts Your economic rights or which permits any deductions other than those articulated under this Agreement.

CONSIDERATION: As consideration for the Angel Rights, we’ve agreed to a revenue sharing arrangement after the recoupment of certain costs by each of us. To maximize the net revenues to be shared, Angel won’t take a distribution fee and it will cap the amount of deductible marketing costs, as follows:

Angel Revenue: Angel will report and account for all the gross and net revenues derived from exploitation of the Angel Rights from all sources throughout the Territory for the Term, including (but not limited to) One Hundred Percent (100%) (calculated “at source”) of any and all theatrical distribution fees, remittances, overages and participations, direct ticket sales, subscription fees, home video/streaming/VOD fees, licensing/sublicensing fees, all revenue owed to Angel under the Services Agreement with Studios (including Pay-It-Forward revenues, social media licensing revenues, and both direct and Third-party Licensing revenue from all ancillary sources, including without limitation and solely to the extent such rights are expressly authorized hereunder or subsequently agreed between the parties in writing, merchandising, video games, soundtrack, book and music publishing, novelizations, live and audio performances, and other revenues derived from the Picture that is received by or credited to Angel or Angel’s affiliates, licensees, sublicensees, sub-distributors, or assigns, as applicable (as further set forth in subsection 4(a)(iii)(1) below) (collectively “▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues”). ▇▇▇▇▇ agrees that, with respect to Creator Share of Net Licensing Revenues and Net Guild Picture Revenue held at any time or times in its possession or held in one or more accounts in its name, Angel is and shall be the agent and bailee of Creator, and Creator Share of Net Licensing Revenues and share of Net Guild Picture Revenue shall in all respects be the property of Creator, wherever and however held by ▇▇▇▇▇ as bailee.

Revenue Waterfall: From the ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues, Angel will deduct a share the balance as follows:

(i)

Distribution Fee: Neither Angel nor Studios nor any of their affiliates will be paid a distribution fee. Distribution fees do not include: (i) third-party participations and residuals described in Section 6 of the ST&C; or (ii) Guild revenue retained or deducted in the manner described in the Services Agreement and Paragraph 4.d. below.

(ii)

Recoupable Distribution and Marketing Expenses:

Angel may incur “Marketing Expenses” as more fully defined in Paragraph 5 of the ST&C may be recouped by ▇▇▇▇▇ as follows: Angel may incur Marketing Expenses with respect to the marketing and promotion of the Picture’s theatrical exhibition run of Ten Million Dollars ($10,000,000)) with such expenditures to be based on the performance of the Picture, (the “Theatrical Marketing Cap”). Angel may sell shares of its Series A Preferred Stock to fund the marketing/distribution of the Content, and may augment these funds with additional P&A financing up to the aforementioned Theatrical Marketing Cap, as applicable (collectively the “P&A Financing”) based upon ▇▇▇▇▇’s projected revenue performance of the Picture as determined in cooperation with You and shared with You prior to any commitments to secure such P&A Financing. Offering expenses and amounts used to redeem the shares of Angel’s Series A Preferred shareholders are deemed to be a Permitted Distribution and Marketing Expense, and shall be the first expense deducted (collectively the “P&A Break-Even Point”), from ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue. Any additional marketing expenses incurred by ▇▇▇▇▇ (up to the Theatrical Marketing Cap) will then be deducted from the ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue.

After the domestic theatrical run ends and domestic theatrical receipts applied, Angel may deduct up to 25% of subsequent ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue (“The Last Rodeo Marketing Cap”) to continue marketing the Content for the duration of the Agreement. Amounts in excess of the Theatrical Marketing Cap or The Last Rodeo Marketing Cap must be mutually approved by the parties in order to be deducted.

Any additional reasonable and customary deductions for Third-party Licensing revenues other than the Commissions defined above in Section 3(d) of this Agreement will be excluded. Up to 25% of ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue from Angel controlled streaming platforms to cover reasonable and customary third party expenses for marketing the Content for the duration of the Agreement on the Angel controlled streaming platform and/or app only (the “Angel Platform Marketing Cap”).

Any required SAG/DGA/WGA/MPI residuals, deposits, reserves, remittances and/or talent bonuses, participations, deferrals or other remittances, disclosed to Angel prior to the commencement of production of the Picture shall be treated as Distribution Expenses (Angel to execute and deliver standard assumption agreements with the relevant labor guilds);

Notwithstanding any other provision of this Agreement to the contrary, there will be no cap on Angel’s use of ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue or the Guild Marketing Expense (defined below) to pay the securities offering expenses incurred to fund the Content’s marketing and distribution, and to redeem its shares of Series A Preferred stock. The redemption terms provided for recoupment by the Series A Preferred stockholders of 100% of their investment plus a return of 15%.

Net Revenue Share: After the deductions above are taken, the balance of the remaining revenues (the “Net Licensing Revenues”) will be split as follows: 66.67% (“Creator Share”) payable to Creator and 33.33% (“Angel Share”) to Angel.

Angel Guild Membership Fees: Revenue from Angel Guild membership fees shall be separate from the Net Revenue Share and set aside for participating filmmakers after the deduction of certain Guild related costs including, but not limited to (A) transaction fees, (B) wholesale theatrical ticket costs; (C) 25% Guild marketing expense (“Guild Marketing Expense”); and(D) digital currency (“LUMENS”) transaction costs (“Net Guild Revenue”). The Net Guild Revenue shall be split fifty percent (50%) to participating filmmakers (“Filmmaker Guild Share”) and fifty percent (50%) retained by ▇▇▇▇▇ (“Angel Guild Share”). Filmmaker Guild Share will in turn be split between participating filmmakers based on a pro rata viewing time algorithm which is applied uniformly with any other picture or title appearing in the Angel platform. For example, if Producer’s Picture makes up 17% of the total time watched by Guild members, Producer would be entitled to 17% of the Producer’s Guild Share. Producer’s portion of the Filmmaker Guild Share shall hereafter be known as “Producer Guild Share.”

Creator Revenue: Reciprocally, if applicable, You have agreed to treat all net revenues You may derive from exploitation of your Content on social media in the same fashion as ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues above. Such revenues shall be payable to Angel, after the deduction and credit to You of any Permitted Distribution & Marketing Expenses (not including creation costs of the Content itself, and which will also be subject to the same Last Rodeo Marketing Cap), disbursed in accordance with subsections 4(b) above. ▇▇▇▇▇ acknowledges and agrees that Creator shall have no obligation to monetize the Content on social media.

5.	DELIVERY: You understand and agree that for Us to effectively market and distribute the Content, it is essential that You comply with all the delivery requirements in The Content Specifications & Delivery Requirements attached as Exhibit B.

6.	CONTENT FUNDING: You are solely responsible for all production, post-production and Delivery costs related to the Content.

7.	NOTICES AND PAYMENTS: Here are the addresses for both:

To Creator:

▇▇▇ ▇▇▇▇▇▇▇▇ The Last Rodeo Movie LLC

Chief Executive Officer

Email: ▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

With copies to:

Ramo Law PC

▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇. ▇▇▇

Beverly Hills, CA 90212

Attn: ▇▇▇▇ ▇▇▇▇, Esq. and ▇▇▇ ▇▇▇▇▇, Esq.

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇@▇▇▇▇▇▇▇.▇▇▇

Roman Capital Investments LLC

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Birmingham, AL 35242

Attn: ▇▇▇▇ ▇▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Red Sky Productions LLC

▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇

Birmingham, AL 35242

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

To Angel:

▇▇▇▇ ▇▇▇▇▇▇, CEO

  Angel Studios, Inc.

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Provo, UT 84601

Email: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇

8.	SPECIAL PROVISIONS:

Credit: We both agree to “co-brand” the Content as follows:

Presentation Credit: Angel will meaningfully consult with Creator as to whether and, if so, how the branding moniker of “Angel Studios Presents” will appear on the Content and any of its marketing materials. Any inclusion of ▇▇▇▇▇’s presentation credit shall be incorporated at Angel’s sole cost.

ii)

Angel Non-Branding: But no matter what, Angel will have the right to withhold its brand name from any marketing and/or distribution of the Content or change the manner in which it is identified (all in its sole discretion). Creator will fully comply with any such changes and if there is no Angel branding whatsoever in any specific territory, the Angel Rights for such Territory will then become non-exclusive within such territory to enable the Creator to license any or all of the Angel Rights to another distributor on a non-exclusive basis and derive and retain all revenues therefrom.

iii)

All other credit determinations and all aspects of any credits not expressly stated herein shall be in Creator’s control and discretion.

Creative Control + Guild Process. Creator shall have final creative control over the Content subject to i) the following Angel Guild Process; and ii) Angel’s ability to approve the run time of the Content if it exceeds one hundred twenty (120) minutes. The foregoing notwithstanding, Creator shall determine how to meet ▇▇▇▇▇’s run time requirement in its sole discretion.

(1)

Guild Process¹: Upon completion of a “locked” edit (“Locked Edit”)² of the Content, Creator shall submit the “Locked Edit” to the Angel Guild for review. Provided the Locked Edit receives a passing score (i.e., 60% ‘Very Disappointed’ for theatrical releases and 50% for Angel App releases) by September 30, 2024, Angel will set a “soft lock” release date for the Content anticipated for the March or April 2025 timeframe. Angel will “hard lock” a date in 2025 its sole discretion after strategically reviewing the slate from other studios in consultation with Creator. Creator may terminate this Agreement and pursue alternative distribution with no further obligations hereunder if Angel does not set a Hard Lock that falls within six (6) months of ▇▇▇▇▇’s receipt of a Guild-passing Locked Edit.

(2)

If the Content does not receive a passing score from the Guild, the following options will apply:

(a)

Creator may terminate this Agreement with no further obligations hereunder and pursue alternative distribution.

(b)

Creator shall have six months to refine the cut (music, color, audio mix, VFX, etc.) to try to get a passing score and a committed release date that is mutually acceptable to the parties and, if such efforts are unsuccessful, Creator may terminate this Agreement as set forth above.

(3)

Any “material” changes to a Locked Cut, Final Cut, or Angel Cut shall require resubmission to the Guild for re-evaluation. Material changes are those that change the runtime by more than three minutes or materially alter the audio/visual elements of the Content and not merely technical improvements such as audio sweetening or color correction or reasonable and customary post-production actions.

Pay-It-Forward: The parties agree to periodically review and mutually approve the treatment and delivery of the “Pay-it-Forward” campaign (including any perks or other incentives offered by Creator as part of any Pay-it-Forward campaign) conducted as an appeal to viewers to pay money solely to show appreciation for the Content for which there is no other reward given in return, or to pay for the Content to be distributed to others (“PIF”). Creator agrees i) not to engage in any PIF campaigns without the consent and/or participation of Angel during and after the Term or after its termination (unless the parties agree otherwise); and ii) to use reasonable best efforts to fulfill any PIF perks or incentives offered by Creator in consultation with Angel. All gross proceeds from PIF activities by the parties shall be administered as ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues pursuant to Section 4 hereof.

DEFINITION OF TERMS: Words that begin with capital letters in these Deal Terms (like “Agreement” – sometimes called “terms of art”) that aren’t defined, will have the meaning given in the ST&C. But if You can’t find it there – then they’ll have the meaning commonly understood in the entertainment industry.

¹ Angel reserves the right to amend and update its Guild scoring requirements at any time during the Term, provided however, that such policy changes shall be applied uniformly across all projects currently in the Guild and shall not be applied on a film by film basis.

² Locked Edit means the timelines for the audio and visual elements are locked, but audio mixing, color correction, and VFX may still be in process.

10.

DEAL TERMS GOVERN: If there’s any conflict between The Deal Terms and The Standard Terms and Conditions of the Agreement Documents, The Deal Terms will govern; provided, however, that the parties agree to cooperate in good faith to make such adjustments as may be necessary or desirable to conform to the requirements of preexisting talent, financing, or production agreements.

THE LAST RODEO MOVIE, LLC		ANGEL STUDIOS, 022 INC.

/s/ ▇▇▇ ▇▇▇▇▇▇▇▇		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
By: ▇▇▇ ▇▇▇▇▇▇▇▇		By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: Producer		Its: Chief Executive Officer

Exhibit A

THE STANDARD TERMS AND CONDITIONS

The Standard Terms and Conditions (“ST&C”) of the Content Distribution Agreement, dated as of April 23, 2025 between The Last Rodeo Movie LLC, a Delaware limited liability company (“Creator”) and ANGEL STUDIOS 022, Inc., a Delaware-registered company (“Angel”).

CONTINGENCIES/APPROVAL OF CHAIN-OF-TITLE: To clear the chain-of-title, Creator must establish that Creator is the sole owner of any and all literary, dramatic or musical material not otherwise within the public domain free of any claim, lien, limitation or condition of any kind. Creator shall obtain all clearances and/or make or cause to be made any and all screenplay changes which may be necessary to obtain customary errors and omissions insurance. As used herein, “Underlying Material” shall mean all Underlying Material that is:

written or composed for use in the Content;

acquired, supplied or assigned by Creator (or by any other person that produced or was associated in the production of the Content) for or in connection with the Content;

included in the Content; and/or

on which the Content is based in whole or in part.

ANGEL RIGHTS: Creator hereby exclusively and irrevocably grants, assigns, and licenses to Angel throughout the Term and in the Territory the sole and exclusive right, license and privilege under copyright to, and to authorize, license and sublicense others to, exhibit, distribute, release, sell copies of, dispose of, transmit, reproduce, broadcast, publicize, manufacture, publicly display, project, publicly perform, market, advertise, promote, tag and edit or cause the Content to be tagged and edited for i) skipping through the Content, ii) streaming the Content with or without sound at the user’s direction; and iii) the facility for users to tag and skip through tags at their own direction, and otherwise exploit the Content (and its plot, themes and other elements) and any and all cuts, re-cut, edited, re-edited, dubbed, re-dubbed and other versions thereof, and trailers and clips and excerpts therefrom, by any and every means, method, process, device, exhibition, distribution, exploitation, delivery and manner of transmission means now known or hereafter devised or invented, and in all markets and media now known and hereafter devised or exploited, in any and all languages (whether dubbed or subtitled or otherwise) in all linear formats, including, without limitation, (i) all forms of theatrical, (ii) all forms of non-theatrical, including without limitation all educational, industrial, hotel/motel, ships, commercial in-flight and trade distribution, (iii) all forms of television (including, without limitation, free, pay, pay per view, terrestrial, satellite, and cable, regardless of the delivery system or payment system (if any) involved, including without limitation all rights to transmit, broadcast and exhibit the Content by means of free, toll, pay, subscription and theatre (including transmission or broadcast by open or closed circuits to any theatre or other place where an admission fee is charged to view the broadcast or transmission of the Content) television, all other forms of satellite and relay television, pay-per-view television, and any and all other kinds of open or closed circuit systems), and all forms of video-on-demand (including without limitation SVOD, TVOD, AVOD, CVOD and NVOD), (iv) online/internet, digital streaming, interactive, clips, mobile (e.g., cell phones), and any and all allied and ancillary rights without reservation of any kind, as well as the exclusive right to advertise, publicize and promote any and all of the foregoing (hereinafter referred to as “Angel Rights”).

Included Rights. Without limiting the generality of the foregoing definitions included in Paragraph 2. above, the Parties agree that the “Angel Rights” include the following:

Promotional Clip Rights. The exclusive right to broadcast, transmit or reproduce, separately from other portions of the Content, the visual portion, sound or music contained in the Content, or clips or excerpts as well as dramatizations or summaries of such visual portion, sound or music of the Underlying Material, or any part or combination of all or any part of the foregoing, in connection with the advertising and promotion of the Content;

ii.

Name and Likeness. The exclusive right to use the names and likenesses of the cast, and any other person who rendered services or granted rights in or for the Content, and to use the name and trademark of Creator, in and in connection with the Content and the advertising and exploitation of the Content, including Commercial Tie-in Rights, subject to restrictions in written contracts with such persons, provided ▇▇▇▇▇ has received and been made aware of such restrictions, Angel shall be responsible for the unauthorized use of any cast or other person who rendered services in or for the Content, and shall be liable to Creator or such third parties for any damages caused by the failure of Angel or any of its affiliates or third parties, including but not limited to sublicensees, to so comply;

iii.

Commercial Tie-ins. The exclusive right to enter into and exploit commercial tie-ins with respect to advertising and promotion of the Content, subject at all times to applicable third party contractual restrictions. As used herein, the term “commercial tie-in” refers to a type of advertising or exploitation in which some product, service or commodity (in addition to the Content, subject to third party contractual restrictions) is advertised (“Commercial Tie-in Rights”);

iv.

Merchandising Rights. The exclusive right to manufacture, sell, license, advertise, promote, furnish, supply and distribute products, by-products, services, facilities, merchandise and commodities of every nature and description, board games, items of wearing apparel, food, beverages and similar items which make reference to or are based upon or adapted from the Content or any part thereof (including the title thereof), to the extent not included in Commercial Tie-in Rights (“Merchandising Rights”) to include the following:

Video Devices: All physical forms of home video or other home viewing technology now known or hereafter devised (including without limitation cassette, videodisc, DVD, HD DVD and Blu Ray (collectively, “Video Devices”); and

Electronic Publishing Rights: The exclusive right to license, reproduce, use, adapt, distribute, display, perform or create derivative works based on the Content or any portion thereof (including, without limitation, video games and interactive games and devices), that are electronically read, digitized, computer-based or computer-assisted systems, devices and services in photographic, audio, optical, or digital form, the purpose of which is to allow the user to selectively display, manipulate or perform the Content, derivative material based on the Content or portions thereof, alone or in conjunction with other audio, photographic, digital, computer software, firmware, hardware or any other systems now known or hereafter devised (“Electronic Publishing Rights”);

▇▇▇▇▇ agrees that ▇▇▇▇▇ shall negotiate directly, in consultation with Creator, with third party rights holders in connection with any necessary or desirable merchandising rights (including, without limitation trademark rights) not held by Creator in connection with the Content. Such negotiations and any agreements resulting therefrom shall at all times be in compliance with all applicable agreements and contractual restrictions.

Derivative Productions. Both ▇▇▇▇▇ and Producer shall have rights to any so-called derivative productions, including by way of example and not limitation, any prequel, sequel, spin-off, stage play, reboot, productions, books, graphic novels, novelizations, and all rights under this Agreement shall extend for the run of Picture. Angel hereby agrees, subject to ▇▇▇▇▇’s approval of the creative concept for a serial Derivative Project (approval not to be unreasonably withheld), to finance a serial Derivative Production in a per episode amount to be mutually determined in good faith after review of the creative concept in the event the gross domestic box office proceeds derived from the Content (as reported by Variety from time to time) is equal to or exceeds Seventy Five Million United States Dollars (US$75,000,000) on terms no less favorable than the terms set forth herein.

vi.

Non-Fungible Tokens (“NFTs”). The exclusive right to exploit physical or digital objects derived from or otherwise related to the Content and any Underlying Material upon which it is based as NFTs (including the right to create new physical or digital objects as NFTs). In connection therewith, the right to tag and employ other panning and scanning requirements (including any re-sizing of the picture to conform to NFT context requirements) subject to third party contractual restrictions at all times; and

vii.

Music Publishing Rights. To the extent retained by Creator and subject to third party contractual restrictions at all times, One Hundred Percent (100%) of all music publishing rights for original music contained in the Content to allow Angel to register the cue sheets with relevant performing rights societies (PROs) and collect royalties on behalf of composers, musicians, and artists rendering music composition services for the Content.

Pre-Delivery Activities; Sublicenses. Creator agrees that from and after the date hereof, Angel shall have the exclusive right to (i) advertise, promote, publicize and market, and engage in other customary pre-sales and pre-release activity in the Territory with respect to, the Content, (ii) subject to Creator’s prior meaningful consultation in each instance, negotiate, enter into, administer and service distribution agreements or licenses of the Rights in the Territory (each, a “Sublicense” and, collectively, “Sublicenses”), and (iii) subject to Creator’s prior meaningful consultation in each instance, to deliver the Content (including creating delivery materials to the extent permitted or require hereunder), collect amounts due, and otherwise perform its obligations or enforce its rights and remedies under Sublicenses. Notwithstanding anything to the contrary contained in this Agreement, Creator agrees to honor and abide by the terms of all Sublicenses hereunder to the extent such Sublicenses do not conflict with the terms of this Agreement. Subject to any existing liens on the Content or Creator as of the Effective Date, Creator further agrees that it will not exercise or permit any third parties which may have a lien in and to the Content, the Rights and/or the Gross Receipts (as defined below) to exercise its rights or liens as secured parties or otherwise act in a manner which will disturb, infringe upon, interfere with, prevent or impede the full, complete, free and unencumbered exercise by any distributor or licensee of its rights under any of the Sublicenses, except as otherwise may be agreed in writing in advance by ▇▇▇▇▇.

EDITING RIGHTS: Notwithstanding anything to the contrary in this Agreement, Angel may cut or edit the Content, or cause the Content to be cut or edited, solely for (i) standards and practices compliance (airline, broadcast, and otherwise), including time compression (and editing for time); (ii) creating commercial breaks; (iii) potential or actual legal claims; (iv) censorship compliance; (v) ratings compliance; (vi) panning and scanning requirements (including any re-sizing of the picture to conform to broadcast requirement); (vii) closed-captions materials, bonus materials and/or ▇▇▇▇▇’s own promotional reel (subject to third party contractual restrictions); and (ix) subtitling and dubbing (subject to third party contractual restrictions).

4.	RIGHT OF FIRST NEGOTIATION/FIRST REFUSAL: [intentionally omitted]

CONSIDERATION: All consideration set forth in Paragraph 4. of the Deal Terms is conditioned upon the Content being completely delivered on the Delivery Date. Such consideration shall be deemed full consideration for all rights granted and services performed by Creator hereunder. In connection with the calculation of the Net Licensing Revenues set forth in the Deal Terms, “Permitted Distribution & Marketing Expenses” shall include the following:

“Distribution Expenses:” All actual, direct, third party, verifiable out-of-pocket distribution costs and expenses including, without limitation, manufacturing costs, production costs, translation costs, dubbing costs, insurance costs, purchase costs, distribution costs, third-party processing fees, payment processing fees, costs for providing streams, fees charged by credit card issuers, fees charged by third-party e-commerce platforms, applications and services; fees charged by resellers, costs associated with returns and warranty claims; subject to the Last Rodeo Marketing Cap. Angel shall report to Creator on its Distribution Expenses on a monthly basis through the first twelve (12) months from the Effective Date (and quarterly thereafter) to allow Creator to meaningfully consult on Distribution Expenses on a prospective basis. For the avoidance of doubt, Distribution Expenses shall exclude any general overhead charge, there shall be no double deductions, no interest, no overrides, no markups, and no cross-collateralization with any other content.

“Marketing Expenses:” All actual, direct, third party, verifiable costs, charges and expenses incurred for or in connection with advertising, promoting and publicizing the Content in any way, including, without limitation, all costs incurred directly or charged by third parties in connection with trailer production, social media promotion, subject to the Last Rodeo Marketing Cap. For the avoidance of doubt, the foregoing Expenses shall exclude any general overhead charge, there shall be no double deductions, no interest, no overrides, no markups, and no cross-collateralization with any other content.

THIRD-PARTY OBLIGATIONS: Creator represents and warrants to Angel that it shall deliver the Content fully cleared, and that all third-party participations, music publishing fees, deferments, royalties, and other payments shall be borne solely by Creator, excluding public performance licenses (e.g., those issued by ASCAP, BMI, SESAC, and GMR in the United States) and other similar neighboring rights in foreign territories that are customarily licensed on a blanket basis by all exhibitors of copyright-protected material in the applicable jurisdiction, all of which shall be the responsibility of the party ultimately performing the Content for the public (including, without limitation, Angel) and Guild Residuals (defined below). Angel shall assume and act as paymaster for any and all collective bargaining payments and mandated residuals and/or bonuses/contingent payments (e.g., box office bonuses) payable to any party by reason of the exercise of the Angel Rights, including, without limitation, residuals required the Writers Guild of America, Directors Guild of America, Screen Actors Guild, American Federation of Musicians and IATSE, (collectively, “Guild Residuals”), and all such residual and/or bonus payments shall be considered a Distribution Expense. ▇▇▇▇▇ hereby agrees to execute customary distributor assumption agreements in connection with any and all Guild Residuals owed in connection with ▇▇▇▇▇’s exploitation of the Content prior to ▇▇▇▇▇’s commercial release of the Content hereunder. For the avoidance of doubt, the foregoing shall also apply to all marketing or promotional materials produced by Creator and used in the release of the Content.

7.	ACCOUNTINGS/PAYMENTS:

Accountings: Angel shall keep proper books and records showing its ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues, and Net Licensing Revenues (the “Records”). Angel shall pay Creator, all revenues payable to Creator, quarterly in the amounts payable pursuant to Paragraph 4. of the Deal Terms and deliver with the payment, statements of the Records, within forty-five (45) days after the expiration of the applicable quarter. The applicable accounting periods during the Term shall coincide with the following fiscal quarters: January through March, April through June, July through September, and October through December. Angel will account to Creator in customary manner in the Media and Entertainment industry of the United States of America - which accounting shall include a summary of distribution activities, costs, and revenues including, without limitation, the following:

	1.	All sources of ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenue and the respective amounts thereof from each source;

	2.	All third party agreements entered into by Angel relating to the Content;

	3.	All deducted Distribution Expenses, in aggregate and during the applicable accounting period; and

	4.	All deducted Marketing Expenses, in aggregate and during the applicable accounting period.

Notwithstanding the foregoing, after the first five (5) years of the Term, no accounting shall be rendered for any period in which no receipts are received, and/or no distribution activities occur, provided that Creator shall in any event be entitled to at least one (1) accounting statement per year upon Creator’s written request. After the first three (3) years of the Term, in the event the Angel Rights are not exploited in any territory or media, on a territory-by-territory and media-by-media basis, at any time, Creator may elect to exploit such right(s) in such territory(ies) by providing written notice to Angel, subject only to account to ▇▇▇▇▇ ▇▇▇▇▇’▇ Share of Net Licensing Revenues after deduction of Distribution Expenses and Marketing Expenses incurred by Creator in connection therewith.

Audit Rights: Creator may, at Creator’s expense (subject to the terms herein), but not more than once annually, audit those books and records of Angel that pertain to (a) ▇▇▇▇▇ ▇▇▇▇▇ Licensing Revenues, (b) the calculation of Net Licensing Revenues, and/or (c) Creator’s share thereof under this Agreement. Said audit shall be conducted by a qualified accountant selected by Creator, during regular business hours, upon no less than thirty (30) days’ notice, and in a manner that does not materially interfere with ▇▇▇▇▇’s normal business activities. The auditor shall simultaneously provide a complete written copy of the audit results to Angel and Creator. If said audit uncovers an underpayment to Creator, Angel shall pay the underpayment within thirty (30) days following receipt by ▇▇▇▇▇ of the audit results. If a disagreement occurs regarding such an underpayment, Angel shall pay the undisputed amount and shall, within ten (10) business days of the discovery of such underpayment, engage ▇▇▇▇▇’s own qualified accountant to prepare an independent report, time being of the essence and no later than the same amount of time between the initiation of Creators audit and delivery of Creator’s audit report. If such independent accountant is not engaged or the report is not provided within the applicable time, Angel shall pay the full underpayment within the aforementioned thirty (30) days. If ▇▇▇▇▇ does engage an independent accountant within such time, Angel shall pay any remaining disputed amount after the underpayment is determined. If any underpayment to Creator equals or exceeds five percent (5%) of the Creator’s Share of Net Licensing Revenues, Angel shall reimburse Creator its reasonable out-of-pocket audit costs at the same time that Angel pays the underpayment.

INSURANCE: Creator will procure and maintain, until April 12, 2027, at no cost to Angel, a Media errors and omissions insurance policy (“E&O Insurance”), with coverage of not less than Three Million Dollars ($3,000,000) per claim and Five Million Dollars ($5,000,000) in aggregate, for the Content, insuring Angel, its parent, subsidiary and affiliated companies, the sponsors and distributors of the Content and their respective advertising agencies (collectively, the “Angel Parties”), against any and all liability resulting from the transmission hereunder of the Content. The Media Insurance will (a) be issued by a reputable insurance carrier and rated A-/X or better in Best’s Insurance Guides, (b) name the Angel Parties as additional insureds, (c) be primary and not in excess of or contributory to any other insurance policies provided for the benefit of, or maintained by, Angel, (d) contain an express waiver of any and all rights of subrogation that the insurers may have against Angel, and (e) provide for at least thirty (30) days advance written notice to Angel of any cancellation, non-renewal or other material change thereto. Upon request, Creator will furnish Angel with a certificate of media liability insurance covering Angel’s authorized exhibitions and transmissions of the Content and satisfying, at a minimum, the coverage and term requirements specified above.

9.	REPRESENTATIONS & WARRANTIES:

Creator and Angel each hereby represent, warrant and covenant to the other as follows: (i) It is duly incorporated or organized, validly existing and in good standing under the laws of its state or country of incorporation or organization; (ii) it has the full power, authority and ability to enter into, execute, deliver and perform all its obligations under this Agreement; (iii) this Agreement constitutes a valid and binding obligation of it enforceable in accordance with the terms hereof; and (iv) the execution, delivery and performance of this Agreement will not cause it to be in material breach of a third-party agreement which breach would jeopardize its ability to perform its obligations hereunder.

Creator hereby further represents, warrants and covenants to Angel as follows: (i) The Content when delivered to Angel will be free and clear of any liens (excluding customary guild and/or financier liens) or encumbrances which would impair or interfere with ▇▇▇▇▇’s quiet enjoyment of its rights hereunder throughout the License Term and Territory; (ii) To the best of Creator’s knowledge, including what Creator would know in the exercise of reasonable prudence, the Content is not in the public domain and will not violate or infringe any applicable law or regulation (iii) Creator has obtained all rights, permissions, releases and licenses (including all music master and synchronization licenses but excluding music public performance licenses) required to enable Angel to fully exploit and promote the Content in accordance with the terms of this Agreement; (iv) Creator shall deliver all the Delivery Elements by the Delivery Elements Due Date, including, without limitation, the E & O Insurance as required in Paragraph 8. above; (v) All third-party participations, deferments, royalties, fees and other payments shall be borne solely by Creator (excluding Guild Residuals and music public performance licenses), as further set forth in Paragraph 6. above; (vi) the Content has been produced and records kept in accordance with the Child Protection Restoration and Penalties Enforcement Act of 1990 and any amendments thereto; and (viii) Creator will promptly undertake to secure and diligently preserve throughout the Term of this Agreement any and all necessary and proper copyright registrations and renewals pertaining to the Content.

Angel further warrants and covenants to Creator that Angel’s changes or edits to or Angel’s promotion, advertising, distribution, or otherwise exploitation of the Content will not infringe on the rights of any third party.

10.	INDEMNITY:

Each party (the “Indemnitor”) to this Agreement shall indemnify and hold harmless the other party and its parent, subsidiaries, and permitted assigns from any and all third-party actions, causes of action, losses, liability, costs, expenses, damages, judgments, third-party claims and settlements, including reasonable outside attorney’s fees, arising out of or in connection with any breach of this Agreement by the Indemnitor of any representations, warranties, undertakings, covenants or agreements of any nature by the Indemnitor in this Agreement. The Indemnitor shall pay the defense costs of the other party and its parent, subsidiaries, and permitted assigns from any and all third-party actions, causes of action, demands and claims arising out of or in connection with any breach or alleged breach of this Agreement by the Indemnitor or any representations, warranties, undertakings, covenants or agreements of any nature by the Indemnitor in this Agreement. Without limiting the generality of the foregoing, ▇▇▇▇▇ shall indemnify and hold harmless Creator on the same terms as set forth above in connection with any P&A financing campaign asset forth in Paragraph 3.c of the Deal Terms or Angel’s exploitation of NFT rights pursuant Paragraph 2.a.iv hereof including, without limitation, any and all damages and claims arising or relating to any violation of securities or other applicable state or federal laws and regulations and/or third party rights in connection therewith.

Either party seeking indemnification under this Agreement (the “Indemnified Party”) shall give written notice to the party required to provide indemnification hereunder (the “Indemnifying Party”) and the Indemnifying Party shall promptly, at the Indemnified Party’s request, assume and diligently conduct the entire defense of any suit or action, or the making of any claim as to which indemnity may be sought hereunder, including settlements and appeals, at the Indemnifying Party’s sole cost and expense, and the Indemnifying Party shall pay and discharge any and all settlement amounts, judgments or decrees which may be rendered. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, consent to entry of any judgment or administrative order or enter into any settlement that: (i) could affect the intellectual property rights or other business interest of the Indemnified Party; (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability with respect to such claim or litigation; or (iii) requires any consideration other than the payment of money by the Indemnifying Party.

Creator shall promptly and timely execute, after a reasonable opportunity to review and negotiate same (which shall be no less than five [5] business days), any additional document(s) and take any additional action(s), at Creator’s sole cost and expense, that ▇▇▇▇▇ ▇▇▇▇▇ necessary in order for Angel to enforce and/or defend its rights under this Agreement.

11.	DEFAULT:

Creator shall be in default if Creator breaches any material term, covenant, or condition of this Agreement. Angel shall give Creator written notice detailing any claimed material default and Creator shall have thirty (30) business days after its receipt of such written notice to cure any default. If Creator fails to cure within the time provided, then Angel, may terminate this Agreement and all rights in and to the Content shall revert to Creator. Without limiting the foregoing, in the event Creator is in breach of the representations and warranties given in Paragraph 9, Angel shall have the right to terminate this Agreement and Creator shall be required to immediately reimburse Angel for all of its actual, verifiable, direct, third party, out-of-pocket costs and expenses incurred in connection with the Content.

No failure by ▇▇▇▇▇ to fulfill any of its obligations hereunder shall constitute a breach of this Agreement by Angel unless and until the Creator has provided ▇▇▇▇▇ with written notice specifying such failure(s) and Angel has failed to cure such failure within thirty (30) days after receipt of such notice. Such written notice by Creator to Angel must be delivered to Angel via only the approved means of notification identified in Paragraph 15 below, and must explicitly contain the following information: (i) the exact nature of the claimed failure, (ii) a statement that the writing constitutes a “formal notice of default”, and (iii) the date in which the failure must be remedied according to the terms of this Paragraph 11 b.

Creator may terminate this Agreement by written notice if ▇▇▇▇▇ commits a material breach of its terms (including, without limitation, failure to timely pay all monies owed to Creator hereunder) and fails to cure such breach (if capable of cure) within thirty (30) days after receipt of written notice demanding same, or if ▇▇▇▇▇ becomes subject to or seeks relief under the bankruptcy, insolvency, receivership, re-organization, moratorium or other like statute or law or enters into an assignment for the benefit of creditors or composition of creditors. If Creator terminates this Agreement due to an uncured, material breach by ▇▇▇▇▇, Producer will be limited to its remedies at law for monetary damages, if any, actually sustained by Producer. Producer hereby waives and disclaims, to the fullest extent permitted by law and notwithstanding anything to the contrary herein, any right to seek, accept or be awarded any equitable remedy against Angel or its Affiliates, including without limitation, any enjoining, revocation, rescission, limitation, impairment or alternation of Angel Rights, the Licenses or Angel’s rights to distribute, promote or exploit the Picture under the express terms of the Agreement.

If the Content is not commercially released in 2025 (the “Outside Release Date”), Creator shall have the right, but not the obligation and without limitation to any other remedies available to Creator hereunder or at law or equity, to terminate this Agreement by written notice and rescind all rights granted to Angel hereunder.

12.

ASSIGNABILITY: Neither Party shall assign this Agreement, in whole or in part, without the prior written consent of the Party; provided however, (a) Angel has the right to exercise its sublicensing rights hereunder, subject to the terms hereof and third party contractual restrictions, and (b) Creator has the right to assign Creator’s rights and obligations hereunder in the event of a dissolution of Creator and/or the assignment of all or substantially all of Creator’s assets. Notwithstanding the foregoing and only in the event the Date of Accepted Delivery has occurred, Creator may assign the right to receive payments under this Agreement to up to one additional payee upon timely written notice to Angel, pursuant to a customary ‘direction to pay’ letter to be provided by ▇▇▇▇▇ and signed by an authorized officer of Creator.

13.

TERMINATION: Angel’s accounting and payment obligations to Creator hereunder and Paragraphs 9, 10, 11, 14 and 17 shall survive any termination or expiration of this Agreement. Creator and ▇▇▇▇▇ acknowledge and agree that the foregoing covenant is a material inducement for Angel to enter into this Agreement. Except as expressly set forth above in the sole case of an uncured material breach by ▇▇▇▇▇, the foregoing covenant shall survive termination or expiration of this Agreement and shall continue without limitation as to time and shall bind Creator and Creator’s successors and assigns.

14.

CREATOR MARKS: The Parties agree that any and all uses of the trademarks owned by Creator in connection with the Content (“Creator Marks”), and all goodwill generated thereby, shall inure to the benefit of, and belong exclusively to, Creator and Creator’s successors and assigns. ▇▇▇▇▇ agrees to provide to Creator, on request and for no cost, specimens of use of the Creator ▇▇▇▇▇ and sworn statements of use. Creator shall be solely liable for any third-party claims for infringement that may arise from the use of the Creator Mark solely in connection with the Content or the promotion or advertising thereof in domestic and foreign jurisdictions. ▇▇▇▇▇ also agrees that the quality of all goods and services provided under the Creator Marks shall be of the same general quality as those provided by Creator and that Angel will cooperate with Creator’s monitoring of that quality. ▇▇▇▇▇ acknowledges and agrees that the Creator Marks expressly exclude any trademarks, tradenames, or other intellectual property of third parties, and all promotion of the Content hereunder, including, without limitation, use of hashtags on social media, shall exclude any use of such third party trademarks unless separately cleared by ▇▇▇▇▇ at Angel’s expense.

15.

NOTICES AND APPROVALS: Any notice hereunder must be in writing and shall be deemed given and received (except for notice of change of address which shall be deemed given and received only upon receipt thereof): (a) on the date of personal delivery; (b) on the third business day following the day of mailing by pre-paid certified mail (return receipt requested); (c) [intentionally omitted]; (d) in the case of Accounting Statements only, by regular mail on the postmarked date or via email; or (e) on the next business day following the day of shipment via a nationally recognized overnight courier service with signature of confirmation of receipt, as the case may be, to the party to be notified at the addresses set forth in Paragraph 7. of the Deal Terms.

16.

INTELLECTUAL PROPERTY DEFINITION IN BANKRUPTCY: In the event of a bankruptcy by Creator, including without limitation, a petition or bankruptcy court shall be filed by or against Creator, or If Creator shall be judged insolvent by any court or if a trustee or a receiver of any property of Creator shall be appointed in any suit or proceeding by or against Creator, or if Creator shall make an assignment for the benefit of creditors or shall take the benefit of any bankruptcy or insolvency act, or if Creator shall liquidate its business for any cause whatsoever, Creator acknowledges and agrees that the licensed rights hereunder are fundamentally in the nature of "intellectual property" as defined in the Title 11 of the United States Code entitled "Bankruptcy", as now or hereafter In effect, or any successor statute (the "Bankruptcy Code"), that all licensed rights are fundamental to the basic license hereunder; and therefore all licensed rights should be deemed intellectual property subject to Section 365(n)(1)(B) of the Bankruptcy Code. In the event Angel becomes insolvent, or files a petition in bankruptcy, or consents to an involuntary petition in bankruptcy or to any reorganization under the Bankruptcy Code, and/or files for bankruptcy hereunder, this Agreement shall automatically terminate, and all of the rights granted hereunder (including the Angel Rights) shall automatically and immediately revert to Creator.

17.	MISCELLANEOUS:

Integration and Amendments: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements (whether written or oral, express or implied) between the Parties relating to the Content. This Agreement shall not be modified or amended except in writing signed by the Parties and specifically referring to this Agreement. This Agreement may not be amended by course of conduct or oral agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith.

Advertising Materials: Creator hereby grants to Angel a limited, non-exclusive, non-transferrable, royalty-free license to use the Creator Marks in Angel’s marketing materials, and Creator agrees that Angel may indicate in such materials that the parties have entered into a license agreement pertaining to the Content. Creator may terminate Angel’s right to use the Creator Marks, in whole or in part, by providing written notice to Angel if Angel’s usage of the Creator Marks does not adhere to Creator’s then-current written policies provided to Angel regarding the use of Creator Marks. Upon termination of this Agreement, the foregoing license shall also terminate and all rights in the Creator ▇▇▇▇▇ granted hereunder shall revert to Creator. Angel will provide Creator with free access to any and all marketing materials and/or foreign language versions of the Content created by ▇▇▇▇▇.

Governing Law/Jurisdiction: The interpretation, construction, validity, performance, and enforcement of this Agreement shall be governed in accordance with the laws of the State of Utah, in the United States, as if performed wholly within Utah and without giving effect to the principles of conflicts of law. The exclusive jurisdiction and venue of any action regarding this Agreement shall be in the Fourth District Court in Provo, Utah, and each of the Parties submits itself to the exclusive jurisdiction and venue of that court. Any dispute arising hereunder related to ▇▇▇▇▇’s failure to timely account and pay to Creator shall be resolved solely through binding arbitration, before a single arbitrator familiar with entertainment law, and conducted in Provo, Utah (video/teleconference permitted) under and pursuant to the JAMS Streamlined (for claims under US$250,000.00) or the JAMS Comprehensive (for claims over US$250,000.00) Arbitration Rules and Procedures (“JAMS Rules”), as said rules may be amended from time to time. The parties agree to accept service of process in accordance with JAMS Rules in connection with such disputes. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award within thirty (30) days from the date the arbitration hearing concludes. With regard to any dispute arising hereunder related to ▇▇▇▇▇’s failure to timely account and pay to Creator, each party hereby irrevocably submits to the jurisdiction and venue in the state or federal courts of the State of Utah in the City and County of Provo for all purposes, including, but not limited to, in connection with any petition to confirm an arbitration award obtained pursuant to this Paragraph. Any award shall be final, binding, and non-appealable. The arbitration will be confidential and conducted in private, and will not be open to the public or media. No matter relating to the arbitration (including but not limited to, the testimony, evidence or result) may be: (i) made public in any manner or form; (ii) reported to any news agency or publisher; and/or (iii) disclosed to any third party not involved in the arbitration. The prevailing party in any dispute shall be entitled to reimbursement of its reasonable outside attorneys’ fees and costs.

Construction: References in this Agreement to “Sections” and “Exhibits” are to sections and exhibits herein and hereto unless otherwise indicated. Except as specified in a particular context, the word “or” means each as well as all alternatives. All terms defined in the singular form will have comparable meanings when used in the plural form and vice versa. This Agreement shall be construed as if the Parties had equal participation in drafting it.

Sublicensees: Angel shall be responsible for its sublicensees’ compliance with the terms and conditions of this Agreement as if each sublicensee were the Angel itself, including, without limitation, the accounting for and payment of all Compensation applicable to the sublicensee’s exercise of the license rights granted by this Agreement. Angel shall not grant a sublicense to any third-party except pursuant to an enforceable, written sublicense agreement consistent with the terms and conditions of this Agreement.

Mediation: In the event of a dispute between the Parties excluding any dispute regarding ▇▇▇▇▇’s failure to timely account and pay to Creator, prior to commencing any litigation the Parties agree to enter into good-faith non-binding mediation with a mediator mutually selected by the parties. Such mediation shall take place in Provo, Utah (participation via video/teleconference shall be permitted). Each party shall pay its own costs of the mediation and the cost of the mediator shall be divided equally between the parties.

Force Majeure: Notwithstanding anything herein to the contrary, neither party shall be liable to the other in damages or otherwise owing to any failure to perform hereunder, except for the payment of any fees or revenue splits, caused by fire; earthquake; flood; epidemic; accident; explosion; casualty; strike; lockout; labor action; riot; civil disobedience; act of a public enemy; embargo; war; declared disaster; act of God or force majeure; application of municipal, state or federal ordinance or law; act of a legally constituted executive authority, whether municipal, state of federal; or the issuance of any executive order (each and collectively, “Force Majeure”), provided such event of Force Majeure makes impossible or impracticable such party’s performance hereunder and such party promptly provides notice of suspension including a reasonably detailed explanation regarding such impossibility and/or impracticability. In no event, however, shall inclement weather be deemed or constitute an event of force majeure for any purpose of this Agreement. If this Agreement is suspended based on an event of Force Majeure for more than six (6) weeks, the other party shall have the rights, but not the obligation, to terminate this Agreement upon written notice to the other party. For clarity, Angel’s obligations regarding payment of any fees or revenue splits shall not be suspended in any event, including events of Force Majeure.

Confidentiality: Each Party, on behalf of itself and its Affiliates, agrees not to disclose the terms or conditions of this Agreement to any third-party without the prior consent of the other party. These confidentiality obligations are subject to the following exception: (i) disclosure is permissible if to financial advisors, accountants, and attorneys; and (ii) disclosure is permissible if required by the government, court order, or subpoena, if required by law or if required to enforce rights under this Agreement; provided the Party required to disclose first gives the other Party sufficient prior notice to enable the non-disclosing Party to seek a protective order, and reasonable steps are taken to maintain the confidentiality of this Agreement.

No Publicity: Except in connection with Angel’s promotion and marketing of the Content in accordance with this Agreement and Creator’s non-derogatory publication of Angel’s role as distributor of the Content, as a material obligation of this Agreement, neither party will use the other party’s names, brands, service marks or trademarks, or directly or indirectly reference or identify the other party, its products or services, or this Agreement, in any press release, advertising, case study or other public announcement, without such other party’s prior written consent in each instance (such consent not to be unreasonably withheld).

Successors and Assigns: This Agreement shall be binding on and shall inure to the benefit of the Parties and their Affiliates, successors, and assigns as authorized in accordance with the terms of the Agreement. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies hereunder on any person other than the Angel or the Creator, their respective Affiliates, and their respective successors and permitted assigns. No assignment of this Agreement or any of a Party’s rights and obligations hereunder shall be binding on either of the Parties without the written consent of the non-assigning Party unless such assignment is otherwise authorized hereunder.

Waiver: No waiver by either Party of any default hereunder shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. A waiver shall only be valid if in writing.

Severability: If any provision of this Agreement, or the application of such provision to any person or party, in general or the circumstances, is determined to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, and this Agreement will remain in full force and effect and be legally effective as if that illegal, invalid, or unenforceable provision were not a part of this Agreement.

Relationship of Parties: Nothing in this Agreement shall be construed to create among the Parties a partnership, joint venture, or principal and agent relationship, or to impose upon either Party any obligation for any loss, debt, or other obligation incurred by the other Party except as expressly set forth herein.

Signatures and Counterparts: Execution of the Agreement may be delivered via email transmission as a PDF, each of which shall be deemed an original hereof. This Agreement shall not be binding until executed by both parties. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which together constitute one and the same instrument.

Exhibit B

THE CONTENT SPECIFICATIONS AND DELIVERY REQUIREMENTS

▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇▇/▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇

BASIC LEGAL DELIVERABLES (Angel reserves the right to request additional documentation as needed to effectuate its distribution rights in and to the Picture).

A copy of the insurance application, a copy of the full policy and a copy of the current certificate of occurrence based producer’s liability (errors and omissions) insurance policy, with an insurance carrier approved by Distributor, inclusive of title and music coverage and without any non-standard exclusions with three year coverage, along with a prior acts endorsement (if not already part of the policy), with liability limits of not less than $3,000,000 for each occurrence and $5,000,000 in the aggregate, with a deductible not to exceed $25,000 per occurrence, plus, if requested by Distributor, a “Term of Contract Endorsement” (also known as a “Rights Period Endorsement”) for the length of the Term. Producer shall deliver to Distributor a certificate of such insurance and endorsement, in a form acceptable to Distributor, naming as additional insured’s thereunder the additional insureds specified in the Agreement. Producer shall be responsible for all deductibles and retentions under the policy. The policy shall cover all aspects of the Picture and any and all materials relating thereto (including all underlying material with respect thereto, all behind-the-scene footage, “making of” documentaries, bloopers, EPK’s, and DVD bonus materials), all trims and outtakes, as well as the title of the Picture, the music therein, and the distribution/release of the Picture on video cassettes, tapes, discs and future technology) and each endorsement to this effect shall be delivered. The policy shall include a provision that the policy shall be primary and not contributory to any other insurance provided for the benefit of or by any additional insured. The policy shall be on a per-claim basis and shall be issued from a reputable company. The insurance carrier shall agree to name any other person and/or entity as an additional insured, at no additional cost, and provide a certificate of insurance and additional insured endorsement with respect thereto, as requested by Distributor throughout the policy term. If the Picture is based on (or inspired by) a true story and/or true event(s), the true-life components shall be covered under the policy and documentation to this effect shall be delivered.

Licensor shall submit to Distributor complete and accurate copies of all documents comprising the full and complete chain of title for the Picture complete and sufficient to grant the rights to Distributor hereunder in form and substance satisfactory to Distributor, which satisfaction will not be arbitrarily withheld, including, without limitation, receipt by Distributor of all necessary releases, assignments, supporting agreements and documentation required by Distributor

Title and copyright reports – Licensor shall submit to Distributor the following reports and opinions: (i) a current (i.e. within sixty (60) days of the delivery date) U.S. copyright report from a reputable service (e.g. ▇▇▇▇▇▇▇ CompuMark or IP Innovations), and (ii) a current (i.e. within sixty (60) days of the delivery date) title report (from a reputable service (e.g. ▇▇▇▇▇▇▇ CompuMark or IP Innovations) and opinion of counsel indicating that the title “Last Rodeo” is cleared for use as the title of the Picture.

If SAG-AFTRA production – copy of SAG-AFTRA final cast list in the format approved by SAG-AFTRA. If DGA production – copies of DGA form deal memos for all DGA personnel. If WGA production – copies of all writer agreements and the WGA final credit determination letter for the Picture and proof of payment of script publication fee. If IATSE-- copies of IATSE form deal memos for all IATSE personnel.

5)	Copyright Registration:

One certificate of United States copyright registration for the screenplay. If the certificate has not been returned from the Library of Congress, Licensor shall deliver a copy of the filed application and proof of payment of the registration fee. Licensor shall deliver one copy of the Certificate of Copyright Registration for the screenplay once registered.

One certificate of United States copyright registration for the motion picture. If the stamped certificate has not been returned from the Library of Congress, Licensor shall deliver a copy of the filed application and proof of payment of the registration fee. Licensor shall deliver one copy of the Certificate of Copyright Registration for the motion picture once registered.

Personnel Documentation (All agreements shall include work-for-hire and/or assignment language unequivocally granting all rights to The Last Rodeo Movie LLC (“Producer”), language which prevents equitable relief (including right of termination waiver and waiver of injunctive relief) and no limitation on Producer’s rights of assignment.):

List of main cast and personnel and their contact information.

Copies of all agreements or other documents relating to the engagement of personnel in connection with the Picture not set forth above (including copies of the agreements for the principal cast (inclusive of any featured voices and cameo appearances) and all key personnel (e.g. director, director of photography, costume designer, production designer, editor, screenwriters (inclusive of all agreements for all rewrites), producer(s), unit production manager, 1st assistant director, 2nd assistant director, composers, music producers (if applicable), for all individuals and entities accorded credit in the billing block, etc.

All agreements for all minors appearing in the Picture shall be provided. The work permits (if applicable in the jurisdiction in which principal production took place), guardian release forms (if applicable), parental consent/inducement agreements, production permits (e.g., permit to employ minors as required in the jurisdictions in which principal production took place), the trust account documents (if applicable in the jurisdiction in which principal production took place (e.g., “▇▇▇▇▇▇ Account” for U.S. productions)), etc. shall accompany all agreements for all minors. All documents shall be fully executed. Note: the employment of a minor must adhere to state, local and federal guidelines.

ANGEL STUDIOS 022 Rodeo Distribution Agreement

Document Metadata

Document Metadata

Table of Contents