EFTA00037015.pdf

CONFIDENTIAL
LITERARY OPTION/PURCHASE AGREEMENT
This literary option agreement (the "Agreement") is made and entered into by and between the Parties as of (*) (*), 2021, and shall be binding on the Parties.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Parties BRAVEN FILMS LLC ("Company"); and [REDACTED] ("Author" and collectively with Company, the "Parties" and individually, each a "Party").
2. Condition Precedent The grants made by Author to Company shall be effective immediately, subject to payment of the Option Price (as defined below), but Company shall have no obligations under this Agreement unless and until the following conditions precedent have been satisfied (hereinafter, the "Conditions Precedent"): (a) Company has approved the chain-of-title regarding the Property in a form and substance acceptable to Company; (b) Company has received fully-executed originals of this Agreement, together with all exhibits and documents attached hereto, in form and substance satisfactory to Company, including, but not limited to, the Short Form Option; (c) Company has received a release fully executed by Author's publisher; and (d) Company has received all required documentation from Author in connection with compliance with all statues/regulations (if and as applicable).
3. Option Author grants Company the exclusive, irrevocable option to acquire all necessary rights of the book entitled "Silenced no More" (the "Book"), including without limitation its titles, themes, plots, contents, character, illustrations, artwork, stories, elements, translations, adaptations and versions of any of all the foregoing, written and/or created by Author (collectively, the "Property") in connection with the development and production of potential audio-visual projects based on the Property (hereinafter, the "Productions").
All references in this document to the "Agreement" shall be deemed to refer to the long form option agreement to be executed by the Parties with the subject detailed above.
4. Initial Option Period In consideration of Company's agreement to pay Owner the sum of Seven Thousand US Dollars (USD $7,000) (hereinafter, the "Initial Option Price"), payable upon Company's receipt of the documents mentioned in the Conditions Precedent in section 2, Owner grants to Company the exclusive and irrevocable option (hereinafter, the "Option") to acquire the Granted Rights (as defined below) for a period commencing upon the execution date of this Agreement and continuing for eighteen (18) months thereafter (hereinafter, the "Initial Option Period"). The Initial Option Price shall be fully applicable against the Series Purchase Price and/or the Film Purchase Price, as applicable.

5. Extended Option Period Company shall have the right, but not the obligation, to extend the Initial Option Period for an additional and consecutive eighteen (18) months period (the "Extended Option Period", and collectively with the Initial Option Period, the "Option Period") by written notice to Author and payment to Author of the additional amount of Seven Thousand US Dollars (USD $7,000) prior to the expiration of the Initial Option Period.
6. Option Period Activities Company shall have the right throughout the Option Period to engage in all customary development and pre-production activities in connection with the Property and Author shall not exercise or otherwise use (or permit others to use) any of the Granted Rights (as defined below) during such Option Period.
7. Extension for Claims/Force Majeure Notwithstanding anything to the contrary in this Agreement, the Option Period shall be automatically suspended and extended by written notice to Author for any period during which: (i) a bona fide third party claim with respect to the Property (which claim would, in Company's good-faith opinion, materially and adversely affect Company's rights in connection with the Property and/or Company's ability to develop and/or produce the Productions) has been asserted and remains unresolved (whether or not taken to the level of formal litigation); (ii) Company's development and/or production activities in connection with the Productions based on the Property is/are materially interrupted or postponed due to the occurrence of any event of force majeure, including, but not limited to guild, union strike, fire, war or governmental action, pandemics, epidemics and/or quarantines; and/or (iii) Author is in breach of this Agreement.
8. Exercise of the Option The Option may be exercised at any time during the Option Period by written notice to Author, with prompt payment to follow of the Series Purchase Price and/or the Film Purchase Price (defined below in section 10).
9. Non-Exercise of Option If the Option is not timely exercised during the Option Period pursuant to the terms of this Agreement, then all right, title, and interest in and to the Property granted to Company shall revert to Author upon the expiration of the Option Period.

10. Purchase Price
a) In the event Company decides to acquire the feature film adaptation rights regarding the Property, the exercise of the Option shall imply payment by Company to Author of a purchase price equal to two-point five percent (2.5%) of the below-the-line production budget, with a minimum amount (floor) of Eighty Thousand US Dollars (USD $80,000) and a maximum amount (ceiling) of Three Hundred Thousand US Dollars (USD $300,000) (the "Film Purchase Price").
b) In the event Company decides to acquire the episodic audio-visual rights regarding the Property, the exercise of the Option shall imply a payment, by Company to Author, of a purchase price equal to Ten Thousand US Dollars (USD $10,000) per episode produced (the "Series Purchase Price").
11. Derivative Works Bonus
a) In the event Company develop and produces subsequent productions, Company shall pay Author a bump equal to two-point five percent (2.5%) of the Film Purchase Price or the Series Purchase Price, as applicable.
b) In the event Company develops and produces prequels, sequels remakes, spin-offs and any other audio-visual derivative work based on the Property, Company shall pay Author five percent (5%) of the Series Purchase Price or Film Purchase Price, as applicable.

[...Document continues with standard legal clauses regarding Payment Terms, Granted Rights, Reserved Rights, Reversion, Credit, Warranties, Indemnification, etc...]

23. Premiers In the event Company organizes a premier screening event of a Production, then Company shall invite [Redacted] and Steve Ross plus one guest each, to the premier of the Productions, if.

27. Notices
If to Author: [*]
If to Company: Cowan DeBaets Abrahams & Sheppard LLP, 41 Madison Avenue, 38th Floor, New York, NY 10010.

ACCEPTED AND AGREED TO:
BRAVEN FILMS LLC
By: [Redacted]

EXHIBIT A DEFINITION OF MODIFIED ADJUSTED GROSS RECEIPTS (MAGR)

SHORT FORM OPTION AGREEMENT
ASSIGNMENT AGREEMENT
PUBLISHER'S RELEASE

Commented [GL1]: Please complete. Gentile, Lucia 2021-12-13 10:48:00
Commented [GL2]: Please Complete. Gentile, Lucia 2021-12-13 12:27:00