Reid Et Al v. Asylum Entertainment

Reid et al v. Asylum Entertainment, LLC et al, Docket No. 2:18-cv-10171 (C.D. Cal.
Dec 06, 2018), Court Docket
Multiple Documents
Part Description
1 12 pages
2 Exhibit
3 Exhibit
4 Exhibit
5 Exhibit
© 2018 The Bureau of National Affairs, Inc. All Rights Reserved. Terms of Service
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Case 2:18-cv-10171 Document 1 Filed 12/06/18 Page 1 of 12 Page ID #:1
1 Ernest J. Franceschi, Jr. (State Bar No. 112893)

FRANCESCHI LAW CORPORATION
2 800 Wilshire Boulevard 12th Floor
Los Angeles, California 90017
3 Telephone: (213) 622-0835
Facsimile: (213) 622-0837
4 Email: ejf@franceschilaw.com
5 Attorneys for Plaintiffs
TARA REID and HI HAPPY FILMS, INC.
6
8 UNITED STATES DISTRICT COURT

9 CENTRAL DISTRICT OF CALIFORNIA
10
11 TARA REID, an individual; and HI ) CASE NO.

HAPPY FILMS, INC., a California )
12 corporation, )
Plaintiffs, ) COMPLAINT FOR:
13 )
vs. ) 1. FALSE ENDORSEMENT AND
14 ) MISAPPROPRIATION OF
) CELEBRITY LIKENESS [15 U.S.C.
15 ASYLUM ENTERTAINMENT, LLC., ) SECTION 1125(a)];
a California limited liability company; )
16 SYFY MEDIA PRODUCTIONS, LLC., ) 2. COMMON LAW WRONGFUL
a Delaware limited liability company; ) APPROPRIATION OF LIKENESS;
17 FELLS POINT, LLC, a California FTB )
forfeited limited liability company; ) 3. CALIFORNIA COMMON LAW
18 FELLS POINT PRODUCTIONS, LLC.,) UNFAIR COMPETITION;
a California limited liability company; )
19 SHAMROCKY, LLC., a business entity ) 4. VIOLATION OF CALIFORNIA
of unknown status; ARISTOCRAT ) CIVIL CODE SECTION 3344;
20 TECHNOLOGIES, INC., a Nevada )
corporation, ) 5. BREACH OF WRITTEN
21 Defendants. ) CONTRACT
)
22 ) DEMAND FOR TRIAL BY JURY
________________________________ )
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1
Complaint
1 COME NOW Plaintiffs TARA REID and HI HAPPY FILMS, INC. and for
2 cause of action against Defendants and each of them allege as follows:
3 NATURE OF THE ACTION
4 1. This is an action for preliminary and permanent injunctive relief and
5 damages arising from Defendants’ having misappropriated the likeness and image of
6 Tara Reid, a famous actress, for a commercial purpose without her consent.
7 Plaintiffs are informed and believe that the Defendants Asylum, SyFy Media
8 Productions, Fells Point Productions and Shamrocky have wrongfully licensed the
9 rights to use Tara Reid’s likeness (which they do not own) to manufacturers of slot
10 machines, gambling products, and beer makers, who in turn have marketed their
11 products with her likeness, and continue to wrongfully trade and profit therefrom.
12
13 JURISDICTION AND VENUE

14 2. This action is brought pursuant to the Lanham Act, 15 U.S.C. section
15 1125(a). The Court has subject matter jurisdiction of this action over the federal
16 claims pursuant to 28 U.S.C. § 1331 and 28 U.S.C. § 1338(a) and (b) and
17 supplemental jurisdiction over the state law claims pursuant to 28 U.S.C. section
18 1367(a)
19 3. Venue is proper in the Central District of California because Defendants
20 Asylum Entertainment, SyFy Media, Fells Point Productions, and Aristocrat
21 Technologies all maintain offices and do business therein. Moreover, the operative
22 events upon which this action is based occurred therein. 28 U.S.C. § 11391(b)( c).
23
24 THE PARTIES
25 4. Plaintiff Tara Reid is an individual residing in the Central District of
26 California and entered into the agreements which are the subject of this action in the
27 Central District.
28 5. Plaintiff Hi Happy Films, Inc. is a California corporation with its
2
Complaint
1 principal place of business in the Central District of California and entered into the
2 agreements which are the subject of this action in the Central District.
3 6. Upon information and belief, Defendant Asylum Entertainment, LLC.
4 was and is a California limited liability company, with its principal place of business
5 at 16633 Ventura Boulevard, Suite 913 Encino, California 91436.
6 7. Upon information and belief, Defendant SYFY Media Productions, LLC
7 was and is a California limited liability company, with its principal place of business
8 at 100 Universal City Plaza, Universal City, California 91608,
9 8. Upon information and belief, Defendant Fells Point, LLC is a California
10 FTB forfeited limited liability company, with its former principal office at 14124
11 Burbank Blvd. Sherman Oaks, California.
12 9. Upon information and belief, Defendant Fells Point Productions, LLC.
13 is a California limited liability company comprised of former principals of Fells
14 Point, LLC, with its principal office at 12855 Runway Road, Suite 1203, Playa Vista
15 California 90094
16 10. Upon information and belief, Defendant Shamrocky, LLC.
17 is a business organization of unknown status and may be a fictitious entity. Plaintiffs
18 shall seek leave to amend this complaint to assert this defendant’s true status when
19 ascertained.
20 11. Upon information and belief, Defendant Aristocrat Technologies, Inc.
21 was and is a Nevada corporation with it’s principal office at 7230 Amigo Street, Las
22 Vegas, Nevada 89119. Aristocrat Technologies is authorized to do business in
23 California and maintains offices and employees in the State of California at 16300
24 Nyemii Pass Pl, Valley Center, California 92082 and 129 Windsor Ave., Kensington
25 California 94708. Upon further information and belief, Plaintiffs allege that
26 Aristocrat Technologies, Inc. is a wholly owned subsidiary of Aristocrat Leisure
27 Limited, an Australian company with its principal office at Building A, Pinnacle
28 Office Park, 85 Epping Road, North Ryde NSW 2113, Australia.
3
Complaint
1 FACTUAL ALLEGATIONS APPLICABLE TO ALL CLAIMS

2 12. The original Sharknado movie was released in 2013 followed by five
3 sequels. The most recent, Sharknado 6 was released in August of 2018. Plaintiff Tara
4 Reid has played the role of April Wexler in each of the films, all of which have been
5 produced by Defendant Asylum Entertainment, LLC. and published by SYFY Media
6 Productions, LLC.
7 13. Due to the success of the Sharknado series, Plaintiffs are informed and
8 believe that sometime following the release of Sharknado 5 in 2017, Defendants
9 Asylum and Syfy entered into marketing agreements with Defendant Aristocrat, a
10 manufacturer of slot machines and video gambling products, to manufacture
11 Sharknado video slot machines. These slot machines prominently feature the
12 likeness of Plaintiff. Attached hereto as Exhibit 1 and made a part hereof by
13 reference is a depiction of Plaintiff Tara Reid on a Sharknado slot machine.
14 14. Plaintiffs are informed and believe that Defendant Aristocrat has
15 manufactured a large number of Sharknado slot machines, the exact number of which
16 is not presently known, which bear the likeness of Tara Reid and has sold, leased,
17 licensed, and distributed them to casinos and gaming establishments in the United
18 States as well as foreign countries.
19 15. Plaintiffs are informed and believe that Defendants Asylum, SyFy, and
20 Aristocrat have realized millions of dollars in profits, the exact amount of which is
21 not presently known by Plaintiffs, from the marketing, sale, lease, and distribution of
22 Sharknado slot machines bearing the likeness of Plaintiff Tara Reid.
23 16. On or about November 22, 2016, Plaintiffs entered into the “Performer
24 Engagement Agreement,” for the Sharknado 5 film. A true and correct copy of
25 which is attached hereto as Exhibit 2. The parties to the agreement are “Shamrocky,
26 LLC. and Plaintiffs Hi Happy Films and Tara Reid. Plaintiffs are informed and
27 believe that “Shamrocky, LLC.” is a fictitious entity and a front for Defendant
28 Asylum, the actual producer. Plaintiffs are also informed and believe that the name
4
Complaint
1 of the film “Silver Shamrock” is also a false name used for the purpose of concealing
2 the fact that Sharknado 5 was the actual movie.
3 17. The “Performer Engagement Agreement” contains a clause at
4 paragraph 11 which provides in pertinent part: “However, in no event shall
5 Performer’s likeness be used for any merchandising in association with alcohol,
6 tobacco, gambling, hygiene, or sexual products without Performer’s prior written
7 approval.” Plaintiffs have never approved the use of Tara Reid’s likeness on the
8 Sharknado slot machines, nor was such approval ever requested by any of the
9 defendants.
10 18. On or about January 24, 2018, Plaintiffs entered into the “Performer
11 Engagement Agreement,” for the Sharknado 6 film. A true and correct copy of
12 which is attached hereto as Exhibit 3. The parties to the agreement are “Fells Point,
13 LLC. and Plaintiffs Hi Happy Films and Tara Reid. Plaintiffs are informed and
14 believe that “Fells Point, LLC.” was FTB forfeited on January 24, 2018 and did not
15 have the legal capacity to do business in California and enter into contracts.
16 Accordingly, said “Performer Engagement Agreement” is voidable at the option of
17 Plaintiffs, who hereby exercise the option to void the agreement. Exhibit 3 contains
18 the identical clause in paragraph 11 as Exhibit 2, requiring the prior written approval
19 of Plaintiffs for her likeness to be used in conjunction with the marketing of alcohol,
20 tobacco, gambling, hygiene, or sexual products.
21 19. On February 9, 2018 Fells Point Productions, LLC. was registered with
22 the California Secretary of State. Plaintiffs on information and belief allege that Fells
23 Point Productions, LLC. at the time of its formation was controlled by the same
24 principals of the FTB forfeited Fells Point, LLC. and at some point in time thereafter
25 assigned the agreement and the production duties to Defendant Asylum. Plaintiffs
26 further allege the movie name “Fells Point” is a fictitious name used for the purpose
27 of concealing the true name Sharknado 6. To the extent that Defendant Fells Point
28 Productions, LLC. has assigned a voidable contract to Asylum, Plaintiffs allege that
5
Complaint
1 their option to void the agreement is enforceable as to Defendants Asylum and SyFy.
2 Plaintiffs allege that they are entitled to all marketing revenue realized
3 by Defendants Asylum and SyFy from the sale of all merchandise related to the
4 Sharknado 6 film in which Plaintiff’s likeness is utilized, due to agreement having
5 been rendered void. Plaintiffs are presently unaware of the exact amount of such
6 revenue but estimate that it is several million dollars.
7 20. Plaintiffs are further informed and believe that sometime following the
8 release of Sharknado 5 in 2017, Defendants Asylum and Syfy entered into marketing
9 and/or licensing agreements with a foreign beer manufacturer, the Northern Monk
10 Brewing Co., Ltd. in the United Kingdom for the production and sale of Sharknado
11 beer. A true and correct depiction of the Sharknado beer can which prominently
12 features Plaintiff’s likeness is attached hereto as Exhibit 4 and made a part hereof by
13 reference.
14 21. Plaintiffs allege that at no time did they approve the use of Tara Reid’s
15 likeness for use on the Sharknado beer cans, nor was such approval ever requested.
16 Plaintiffs are informed and believe that Defendants Asylum, and SyFy, have realized
17 millions of dollars in profits, the exact amount of which is not presently known, from
18 falsely representing to the Northern Monk Co. that they had the rights to license
19 Plaintiff’s likeness for use in conjunction with the sale of beer products and in fact
20 did falsely licenses Plaintiff’s likeness.
21
22 COUNT I
23 FALSE ENDORSEMENT AND MISAPPROPRIATION OF
24 LIKENESS 15 U.S.C. SECTION 1125(a)
25 21. Plaintiff Tara Reid incorporates by reference the allegations contained
26 in paragraphs 1 through 20 of this Complaint as if fully set forth herein. This cause
27 of action is asserted against all defendants.
28 22. Plaintiff Tara Reid alleges that a celebrity whose endorsement of a
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Complaint
1 product is implied through the imitation of a distinctive attribute of the celebrity’s

2 identity has standing to sue for false endorsement under the Lanham Act, 15 U.S.C.
3 section 1125(a).
4 23. Plaintiff alleges that defendants and each of them without her
5 knowledge and prior written consent misappropriated her likeness for the
6 commercial purpose of endorsing by implication gambling products and alcoholic
7 beverages.
8 24. By reason of the foregoing, Defendants’ use of the likeness and any
9 images of Plaintiff Tara Reid on the aforementioned slot machines and beer cans is
10 deceptive and likely to cause consumer confusion as to the sponsorship or affiliation
11 between those products and Plaintiff Tara Reid, who did not and would not endorse
12 such products. The foregoing conduct of Defendants further constitutes a false
13 designation of origin in violation of 15 U.S.C. section 1125(a).
14 25. Upon information and belief, if not preliminarily and permanently
15 enjoined by this Court, Defendants will continue to manufacture, distribute, market,
16 and profit from gambling and alcoholic beverage products that wrongfully bear
17 Plaintiff’s likeness and in violation of her rights under the Lanham Act, 15 U.S.C.
18 1125(a). Plaintiff alleges that she has no adequate remedy at law.
19 26. Plaintiff Tara Reid also seeks monetary damages and attorneys’ fees for
20 Defendants’ willful and wrongful use of her likeness, including but not limited to
21 disgorgement of all revenues earned from the licensing, marketing, sale, lease, or
22 distribution of the Sharknado slot machines and beer cans bearing Plaintiff’s
23 likeness.
24 COUNT II
25 COMMON LAW WRONGFUL APPROPRIATION
26 OF LIKENESS
7
Complaint

2 28. This cause of action under California state common law is separate and
3 independent of the federally-based cause of action previously set forth herein, but it
4 is between the same parties and is based on the same operative facts as set forth in
5 the prior cause of action; this Court accordingly has supplemental jurisdiction over
6 said claim pursuant to 28 U.S.C. section 1367(a).
7 29. Plaintiff Tara Reid alleges that Defendants and each of them used and
8 exploited her image and likeness for the promotion of gambling products and
9 alcoholic beverages. Plaintiff Tara Reid did not consent to this use of her likeness or
10 identity and that defendants and each of them gained a commercial benefit by using
11 her likeness or identity.
12 30. As a direct and legal result of the actions of defendants and each of them
13 Plaintiff Tara Reid has suffered economic and non economic damages in an amount
14 that will be shown at time of trial according to proof.
15 31. Plaintiff alleges that the wrongful appropriation of her likeness and
16 identity was intentional and with the objective of exploiting her. Defendants had
17 actual knowledge that they were required to first obtain her written consent before
18 they could use her likeness on gambling and alcohol products because of the
19 provision in paragraph 11 of the “Performer Engagement Agreements,” but refused
20 to do so in utter disregard for her rights under the law. As such, the actions of the
21 Defendants were malicious and oppressive and justify an award of punitive and
22 exemplary damages in an amount sufficiently large to set a public example of
23 deterrence, and in an amount no less than $100,000,000.00
24
25 COUNT III
26 COMMON LAW UNFAIR COMPETITION
8
Complaint

3 independent of the federally-based first cause of action previously set forth herein,
4 but it is between the same parties and is based on the same operative facts as set forth
5 in the prior cause of action; this Court accordingly has supplemental jurisdiction over
7 34. As set forth above, Plaintiff is a famous actress who derives economic
8 value from her identity and likeness, which is recognizable worldwide.
9 35. The use of Tara Reid’s likeness without her permission by Defendants
10 in connection with the marketing of gambling products and beer has caused and is
11 likely to cause confusion among consumers as to the source of the products, with
12 consumers associating the products as being endorsed or promoted by Plaintiff, so as
13 to unfairly compete with Plaintiff, by misusing her likeness and identity in a manner
14 that is inimical to her interest.
15 36. Upon information and belief, unless preliminarily and permanently
16 enjoined by this Court, Defendants will continue their aforesaid willful and
17 deliberate misappropriation of Plaintiff’s likeness. Plaintiff has no adequate remedy
18 at law.
19
20 COUNT IV
21 VIOLATION OF CALIFORNIA CIVIL CODE
22 SECTION 3344
24 in paragraphs 1 through 20 of this Complaint as if fully set forth herein. This Cause
25 of action is asserted against all Defendants.
9
Complaint
3 39. Defendants have appropriated Plaintiff’s famous likeness in connection
4 with the marketing of gambling and alcoholic beverage products, thereby knowingly
5 using her likeness for a commercial purpose.
6 40. Pursuant to California Civil Code section 3344(a) Plaintiff is entitled to
7 recover all profits realized by the Defendants in an amount that will be shown at time
8 of trial together with attorney fees, and punitive damages, in an amount sufficiently
9 large to set a public example of deterrence and in an amount no less than
10 $100,000,000.00.
11
12 COUNT IV
13 BREACH OF WRITTEN CONTRACTS
14 41. Plaintiffs Tara Reid and Hi Happy Films incorporates by reference the
15 allegations contained in paragraphs 1 through 20 of this Complaint as if fully set
16 forth herein. This cause of action is asserted against Defendants Asylum, SyFy, Fells
17 Point, LLC., Fells Point Productions, LLC., and Shamrocky, LLC.
23 43. Plaintiffs allege that at all relevant times there existed written contracts
24 manifested by Exhibits 1 and 3, true and correct copies of which are attached and
25 incorporated herein by reference.
26 44. The agreements contain a provision at paragraph 11 which states in
27 pertinent part: “However, in no event shall Performer’s likeness be used for any
28 merchandising in association with alcohol, tobacco, gambling, hygiene, or sexual
10
Complaint
1 products without Performer’s prior written approval.” Plaintiffs have never approved
2 the use of Tara Reid’s likeness on the Sharknado slot machines, Sharknado beer, nor
3 was such approval ever requested by any of the defendants.
4 45. Defendants breached their contractual obligations to Plaintiffs by selling
5 or licensing the right to publish Plaintiff’s likeness of slot machines and beer cans
6 without first obtaining Plaintiff Tara Reid’s written consent.
7 46. As a direct and legal result of the breach of contract by the Defendants
8 against whom this cause of action is asserted, Plaintiffs have sustained economic and
9 consequential damages in an amount that has not been fully ascertained, but for
10 which leave to amend this Complaint will be requested when ascertained.
11
12 WHEREFORE, Plaintiffs pray for judgment as follows:

13 1. For monetary damages as will be shown at time of trial;
14 2. For appropriate preliminary and permanent injunctive relief;
15 3. For punitive and exemplary damages on the Second and Fourth Claims
16 for Relief in an amount no less than $100,000,000.00
17 4. For an award of attorney fees, costs and expenses in this action pursuant
18 to the Lanham Act and California Civil Code section 3344(a);
19 5. For cost of suit incurred herein;
20 6. For such other and further legal and equitable relief as the court may
21 deem just and proper.
22
23 Dated: December 4, 2018 FRANCESCHI LAW CORPORATION

24
By /s/Ernest J. Franceschi, Jr.
25 Ernest J. Franceschi, Jr.
Attorneys for Plaintiffs
26 TARA REID and HI HAPPY FILMS, INC.
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Complaint
1 DEMAND FOR TRIAL BY JURY

2 Plaintiffs hereby demand a trial by jury in the within cause.
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4 Dated: December 4, 2018 FRANCESCHI LAW CORPORATION

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By /s/ Ernest J. Franceschi, Jr.
6 Ernest J. Franceschi, Jr.
Attorneys for Plaintiffs
7 TARA REID and HI HAPPY FILMS, INC.
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Complaint
Case 2:18-cv-10171 Document 1-1 Filed 12/06/18 Page 1 of 13 Page ID #:13
Exhibit"!"
PERFORMER ENGAGEMENT AGREEMENT
This Agreement dated November 22, 2016, sets forth the basic terms covering the
engagement of Hi Happy Films, Inc. ("Lender") to loan out the time and services of Tara
Reid ("Performer") to Shamrocky, LLC ("Producer") (all parties, collectively, may be
referred to as the "Parties") as a performer in the motion picture presently known under
the working title "SILVER SHAMROCK" (the "Picture").
1. CONDITIONS PRECEDENT. Producer's obligations under this Agreement are
conditioned upon receipt by Producer of the following documents.
1.1. A original copy of this Agreement and Exhibits A and B attached hereto (in form
and substance acceptable to Producer) that has been signed by Lender and
Performer before principal photography;
1.2. Lender's providing Producer with all documents which may be reasonably required
by any governmental agency or otherwise for Lender to render Performer's services
hereunder, together with Performer's submission to Producer of original documents
establishing Performer's eligibility (Producer acknowledge this condition has been
satisfied); and
1.3. Producer's receipt of all forms and documents necessary to enable Producer to
effect payment to Lender, including tax and corporation identification forms.
(Producer acknowledges this condition has been satisfied.)
2. ROLE: "April"
3. SERVICES. Producer agrees to borrow from Lender on a pay or play basis and
Lender agrees to lend to Producer upon the terms and conditions herein specified, the
services of Performer to perform the Role set forth in paragraph 2, above, in the
Picture. The services of Performer shall be on a first priority basis for on-location
principal photography for 24 non-consecutive Production Days to be determined from
January 20, 2017 through March 30, 2017, to perform such services for Producer.
Producer will use reasonable best efforts for Performer not to shoot from February 15
through February 21, but this is not a guarantee and Performer must make herself
available during this time. In addition, Performer shall make herself reasonably
available for a reasonable number of press and guests of the Producer as well as
participate in the taping of interviews (including live web events), TV Bumpers, and
behind-the-scenes recordings, including the production of an electronic press kit and
"making of-type recordings during production, otherwise subject to Performer's
availability, Performer shall have the right to disapprove any publicity provided
Performer performs timely and reasonable substitutions to be used for the promotion,
marketing and publicity of the Picture . Such publicity services of Performer shall
also include making herself available for a photo gallery shoot during production. In
addition, Performer shall make herself reasonably available for publicity of the
Picture in the three (3) weeks prior to the release date of the Picture currently
scheduled for July of 2017. Performer shall also positively promote the Picture and
its release using Performer's social media accounts during the release of the Picture.
Following completion of principal photography, Lender shall provide Performer for

one (1) day of looping. Any looping beyond one (1) day shall be at Performer's pro-
rata daily rate. Performer's services are conditioned upon Producer becoming a SAG
signatory prior to Performer's services. Producer will pay pension & health benefits
as per SAG rules in the normal course. Producer will provide a stunt double for
physical stunts that Performer is not comfortable doing herself.
4. COMPENSATION. Except as otherwise set forth herein, as compensation in full for

Performer's services and the rights granted to Producer pursuant to this Agreement,
provided, Lender/Performer is not terminated for material, uncured default and has
performed all material services reasonably required hereunder, Producer shall pay to
Lender one hundred twenty five thousand dollars ($125,000.00) under SAG schedule
F. The sum of one hundred twenty five thousand dollars ($125,000.00) shall be paid
to Performer through Performers Representation's Escrow Account, set up by
Performer's Representation, twenty four (24) hours before Performer's start of
Picture. Performer's engagement is "pay or play" and while Producer shall not be
obligated to utilize Performer's services in or in connection with the Picture
hereunder, Producer's sole obligation, subject to the terms and conditions of this
Agreement, being to pay Performer one hundred twenty five thousand dollars
($125,000.00.)
5. DRESSING ROOM. Producer shall provide Performer with a dressing room trailer,
no less than half a double banger, for Performer's exclusive use. Performer shall
enjoy most favored nation status vis a vis other cast members with respect to the size
and quality of such trailer.
6. TRANSPORTATION AND EXPENSES. Producer shall furnish Performer with one

airline ticket, First Class or Business Class if used and if available, for travel between
Los Angeles and the proximate airport to any location outside of Los Angeles County
for principal photography (the "Location") for the Picture and also provide one
additional airline ticket, no less than business class nature if used and if available for
travel between the Location and Los Angeles, California. Producer shall pay a per
diem to Performer the greater of, as outlined in the SAG CBA or Most Favored
Nations per diem paid to Ian Ziering while Performer is on Location for the
production of the Picture. Producer shall provide Performer with a vehicle and driver
to transport Performer to and from airports (exclusive) and Performer's Location
hotel accommodations and between Performer's Location hotel accommodations and
the Location site(s) (shared or exclusive with Above-the-Line only) whenever
Performer's services are requested. Producer shall provide hotel accommodations of
a four star nature if used and if available while Performer is on Location for the
production of the Picture. For clarity there will be no transportation, hotel or per
diem for Performer during principal photography in Los Angeles County to the extent
allowed under SAG rules.
7. PRODUCTION CONDITIONS. Notwithstanding anything in the foregoing it is

specifically agreed that with any water shoots, the water will be heated to no less than
ninety degrees (90°). This will include all tank shoots. Obviously, for natural water
body scenes artist reserves the right to use a stunt double as permitted by SAG.
CONTINGENCIES. Performer's services, and any obligations of Producer, may be

suspended during all periods (a) with written notice, that Performer does not render
material services hereunder because of illness, incapacity, or material default; (b)
with notice, that production of the Picture is materially prevented or interrupted
because offeree majeure events (i.e. any labor dispute, fire, war, governmental
action, or any other unexpected or disruptive event sufficient to excuse performance
of this Agreement as a matter of law), or the death, illness or incapacity of a principal
member of the cast. All dates herein set forth or provided for shall be postponed for a
period equivalent to the period of such event. If any matter referred to in (a), other
than default, shall exist for 10 business days or more, Producer may terminate
Performer's engagement hereunder. If any matter referred to in (b) shall exist for 8
weeks or more, either party may terminate this agreement. In the event of any refusal
to perform or other default on the part of Performer, Producer may terminate
Performer's engagement hereunder if Performer fails to cure such default (including
payment/credit of such production costs incurred which can be reasonably linked to
such default) within 48 hours of reasonable notice to Performer of such default.
Notwithstanding anything herein contained, if any suspension under (b) shall
continue for 2 weeks or more, Performer may render services for others during the
continuance of such suspension, subject to immediate recall on 72 hours notice on the
termination of such suspension. There shall be no selective
suspension/termination/reinstatement for any force majeure event. Provided Lender
and Performer are terminated for force majeure event or disability, the credit
(provided Performer appears in the Picture), insurance and indemnity provisions
hereof survive such termination.
CREDIT. Upon condition that Performer appears in the Picture, Producer shall give
Performer on-screen credit as a separate card in the main titles in no less than Second
position of any other on-screen performers as follows: "Tara Reid.'5 Performer's
credit shall not be less than the same size, type, style or duration of other performers
in the Picture. Performer shall receive credit in all paid ads issued by or under
Producer's control, subject to customary exclusions and exceptions. All other aspects
of Performer's credit (if any) shall be determined in Producer's sole discretion. In all
third party licensing and distribution agreements regarding the Picture, Producer shall
require that such third party comply with all Producer's credit obligations regarding
Performer. In the event that any such third party agreement has been previously
executed and does not include such requirement, Producer shall notify such third
party in writing of Producer's credit obligations herein regarding Performer.
Notwithstanding the foregoing, no casual or inadvertent failure to comply with the
provisions of this Paragraph or failure by any third parties to comply with their
agreements with Producer shall constitute a material breach of this Agreement by
Producer provided Producer shall use reasonable efforts, other than the payment of
money, to prospectively cure any such failure upon written notice from Performer.
9.1. Upon condition that Performer appears in the Picture, Producer shall also give
Performer on-screen credit in the main titles that is the same size, duration, and
placement as Ian Ziering's Co-Executive Producer credit as follows: "Co-
Executive Producer Tara Reid." All other aspects of Performer's credit (if any)
shall be determined in Producer's sole discretion. Notwithstanding the foregoing,
no casual or inadvertent failure to comply with the provisions of this paragraph
or failure by any third parties to comply with their agreements with Producer
shall constitute a material breach of this Agreement by Producer provided
Producer shall use reasonable efforts, other than the payment of money, lo
prospectively cure any such failure upon written notice from Performer.
10. GRANT OF RIGHTS, The results and proceeds of Performer's services hereunder
shall constitute a "work-made-for-hire" (it being acknowledged that the results and
proceeds of Performer's services are specially ordered and commissioned for use as
part of an audio-visual work). Lender/Performer hereby irrevocably and absolutely
transfers, sets over and grants to Producer all rights of every kind and nature
throughout the world and in perpetuity in and to all results and proceeds of
Performer's services hereunder. Performer hereby waives all so-called "moral rights."
Such grant of rights is limited to inclusion in the Picture and all matters relating to the
Picture, including, but not limited to, the promotion, marketing, and commentary
relating to the Picture.
11. NAME AND LIKENESS. Subject to paragraph 20, below, Lender/Performer hereby
grants to Producer the irrevocable and perpetual right to use and publish and to permit
others to use and publish Performer's name, voice, and approved likeness and/or
approved biography in solely connection with the production, exhibition, advertising
and other exploitation of the Picture and all subsidiary and ancillary rights therein, in
any and all media, including, but not limited to, audio recordings (in any
configuration) containing any material derived from the Picture, including, without
limitation, all or any part of the soundtrack of the Picture, publications, merchandise
(in-character only) and commercial tie-ups. If any such soundtrack, publication, or
merchandise generates income to Producer, Performer shall be entitled to ten percent
(10%) of Producer's gross share if the product license uses Lender's image
exclusively and two and one half percent (2.5%) if the product uses Lender's image
in addition to other performers who also share in product license royalties actually
paid. Producer shall provide Performer with statements and payment annually and
only in the event that royalties are due Performer. For avoidance of doubt, if
$100,000 is paid to Producer and Lender is the only person for which merchandising
is done, then Lender would receive $10,000. Or, if Producer receives $100,000 and
Lender appears with one other actor that is receiving 2.5%, and that actor is paid
$2500, then Lender shall receive a reduction to $7,500. Or, if Producer receives
$100,000 and Lender appears with two other actors that receive 2.5%, and those
actors are paid $2500 each, then Lender shall receive a reduction to $5,000. However,
in no event, shall Performer's likeness be used for any merchandising in association
with alcohol, tobacco, gambling, hygiene, or sexual products without Performer's
prior written approval.
12. BREACH OF CONTRACT. Except as set forth in paragraph 6, above, no act or

omission of either Party hereunder shall constitute an event of material default or
breach of this Agreement unless the injured Party first notifies the other Party in
writing setting forth such alleged breach or default and the Party does not cure the
same within two (2) weeks of receipt of actual written notice from the injured Party.
In the event of any breach by Producer of this Agreement, Lender/Performer shall be
limited to Lender's/Performer's remedy at law for damages, if any, and shall not have
the right to terminate or rescind this Agreement or any rights granted herein or in any
way to enjoin or restrain the production, distribution, advertising, or exploitation of
the Picture, or any parts or elements thereof.
13. INTEGRATION: This Agreement is the entire agreement among the Parties with
respect to the subject matter hereof, and no alteration, modification, or interpretation
hereof shall be binding as to any Party unless in writing, expressly designated as such
an alteration, modification, or interpretation hereof and signed by such Party.
14. FURTHER ASSURANCES: Each of the Parties, without further consideration,

agrees to execute and deliver such other documents consistent herewith and to take
such other action necessary, convenient or desirable consistent herewith, in the
reasonable opinion of any other party, to effectuate the provisions and intent of this
Agreement.
15. CONSTRUCTION. The language of this Agreement has been approved by the
Parties. This language shall be construed as a whole according to its fair meaning, and
none of the Parties hereto shall be deemed the draftsman of this Agreement or any
part hereof, for purposes of any litigation which may arise hereafter between them. If
any provision or portion of this Agreement shall be held for any reason to be
unenforceable or illegal, that provision shall be severed from this Agreement and the
remainder of this Agreement shall remain valid and enforceable between the Parties
hereto just as if the provision held to be illegal or unenforceable had never been
included in the Agreement.
16. CHOICE OF LAW AND VENUE. This Agreement has been entered into in the State
of California and its validity, construction, interpretation and legal effect shall be
governed by the laws of the State of California applicable to contracts entered into
and performed entirely within the State of California. The venue for any action, suit
or proceeding arising from or based upon this Agreement shall be the appropriate
State and Federal Courts located in the County of Los Angeles in the State of
California. In connection with the foregoing, the Parties agree to submit to and be
bound by the jurisdiction of the appropriate State and Federal Courts located in the
County of Los Angeles of the State of California.
17. BINDING AGREEMENT: This Agreement shall be binding upon all of the
employees, agents, officers, directors, shareholders, attorneys, accountants, and any
other person acting on behalf of or for the benefit of the Parties.
18. ASSIGNMENT: Producer may transfer or assign this Agreement or all or any part of
Producer's rights hereunder to any person, firm or entity, and this Agreement shall
operate to Producer's benefit and to the benefit of Producer's successors or assigns.
Lender/Performer may not assign this Agreement in whole or in part to any third
party. Notwithstanding any such assignment, Producer shall remain bound by all
duties contained herein unless such assignment is to a financially responsible third
party which assumes Producer's obligations in writing.
19. COUNTERPARTS: This Agreement may be executed in any number of counterparts,

each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.
20. SECTION HEADINGS: The captions and headings of the various sections of this
Agreement are for convenience only and are not to be construed as confining or
limiting in any way the scope or intent of the provisions hereof.
21. EMPLOYMENT ELIGIBILITY: Producer's obligations herein are expressly

conditioned upon Performer's completion and delivery to Producer of the W-9 form.
22. NOTICES: All payments, submittals and notices to Lender/Performer shall be

emailed or mailed to:
PERFORMER
Tara Reid
tara.d.reid@gmail.com
with a copy of all notices to:
AGENT
Bobby Moses
bobby.moses@mavrickartist.com
ATTORNEY
Darin Frank
darin@sowdllp.com
All notices to Producer shall be emailed to:

Theresa Bloomfield, Esq.
malibupictures@earthlink.net
23. PHOTO/LIKENESS APPROVALS: Producer agrees to submit to Performer (in

batches of reasonable numbers), through their agent, all still photographs and artistic
renderings of Performer which Producer intends to use in merchandising, commercial
tie-ins, advertising, exploitation, promotion and/or publicity for the Picture.
Performer agrees to respond within three (3) business days (or two (2) business days
if Producer advises Performer in writing that a quick response is needed) following

Performer's receipt of such submission and to approve for use not less than 50% of
all photographs where Performer appears alone, and 50% of all photographs where
Performer appears with other cast members who have approval rights. Performer shall
have two (2) "passes" as to non-photographic artistic renderings. Any photographs
and renderings approved pursuant to the foregoing shall be deemed approved for all
purposes. Further, if Performer fails to respond in a timely-fashion with respect to
such submission(s), any and all such submissions will be deemed approved for all
purposes.
24. EMPLOYMENT OF OTHERS. Except as set forth herein, Lender and Performer
agree not to employ any person to serve in any capacity, nor to contract for the
purchase or renting of any article or material, nor make any agreement committing
Producer to pay any sum of money for any reason whatsoever in connection with the
Picture or services to be rendered by Performer or provided by Lender hereunder or
otherwise, without the prior written consent of Producer.
25. SAG-AFTRA: During the rendition of Performer's sendees hereunder, at such time
or times and during such period or periods as it may be lawful for Producer to require
Performer so to do, Lender/Performer, at Lender/Performer's sole cost and expense,
and at Producer's request, shall cause Performer to remain or become a member in
good standing of the Screen Actors Guild. Producer warrants and represents that it is
or will become a signatory to the Screen Actors Guild Basic Agreement and in good
standing prior to the commencement of Performer's services hereunder. Accordingly,
Producer will comply with all SAG rules.
26. INSURANCE: Producer shall add Lender and Performer as an additional insured to
Producer's E&O and general liability insurance policies.
27. PREMIERES: Producer shall invite and provide exclusive, local (within Los Angeles
County) transportation to Performer and one (1) guest to any premiere of the Picture
sponsored by Producer.
28. DVD: Producer shall provide Performer with a copy of the DVD of the Picture when
such is released to the public.
29. HOLDBACK ON PUBLICITY. Lender and Performer agree that neither will make
any press release, public announcement (including, without limitation, facebook,
twitter, blogs), statement to media personnel, or respond to press inquiries concerning
the Picture or Performer's involvement in the Picture, prior to March 10, 2017,
without the express, written permission of Producer.
30. CONSULTING. Producer shall use reasonable efforts to consult with Performer
regarding his wardrobe, hair, and make-up. Notwithstanding anything in the
foregoing, it is agreed that the make up artist will have both airbrush and traditional
make up techniques. However, it is understood and agreed that Producer shall have
final say in all decisions and any such consultation shall not be allowed to cause delay
hi production of the Picture and such consultation, and any time expended thereon,
shall not be within Performer's services defined above or otherwise warrant any
compensation.
31. INDEMNIFICATION. Producer shall indemnify and hold Performer harmless

from and against all claims, liabilities, damages, costs, and expenses (including
outside attorney's fees] arising from Producer's breach of any representation,
warranty or agreement herein and arising from the use of any material supplied
by Producer to Lender or Performer, or arising out of the development,
production, distribution, or exploitation of the Picture or any element thereof,
except for claims which arise out of a breach by Lender and/or Performer
hereunder and/or intentionally tortious or grossly negligent act(s) or
omission(s]. Notwithstanding the foregoing, Producer shall have the sole right
to engage legal counsel for any such above matter.
32. DUBBING/DOUBLING. Producer will consult with Performer on the use of a

double if necessary. Any doubling or dubbing undertaken by Producer shall be per
Schedule C, Section 33 of the SAG Agreement, Producer shall have the right to
simulate Performer voice, appearance, acts, poses, performance and all instrumental,
musical and other sound effects to be performed by Performer in and in connection
with the Picture or any part thereof or in any advertising, publicizing or exploitation
thereof; (i) when reasonably necessary to expeditiously meet the requirements of
foreign exhibition; (ii) when reasonably necessary to expeditiously meet censorship
requirements, foreign or domestic; (iii) when, in the reasonable opinion of the
Producer, the failure to use a double for the performance of hazardous acts might
result in physical injury to Performer; (iv) when Performer is not available with
reasonable advanced notice; and (v) when Performer fails or is unable to meet certain
requirements of the role, such as, singing or the rendition of instrumental music or
other similar services requiring special talent or ability other than that in Producer's
opinion possessed by Performer. No nude scenes and no use of a double to perform in
the nude or simulated sex without prior written consent.
33. INTENTIONALLY OMITTED

The above terms and conditions of this document have been read, agreed upon, signed
and dated, by all parties below,
"PRODUCER" "LENDER/PERFORMER"
By:
Authorized agent for Shamrocky, LLC Tara Reid, individually and as
President of Hi Happy Films, Inc.
Social Security number: 153-66-5950

Federal Tax ID number: 95-4397625
'£ '
EXHIBIT A
INDUCEMENT
Reference is hereby made to that certain Performer Engagement Agreement (the "Agreement") dated as of
November 22, 2017 and between Shamrocky, LLC ("Producer") and Hi Happy Films, Inc. ("Lender") for the
acting and other services of Tara Reid ("Performer") in connection with the Picture referenced in the Agreement.
As a material inducement to Producer to enter into the Agreement, the undersigned hereby represents, warrants and
agrees as follows:
1. I have heretofore entered into an agreement (the "Employment Agreement") with Lender requiring me to render
services exclusively to Lender for at least the full term of the Agreement and authorizing Lender to enter into
the Agreement and to furnish my rights and services to Producer upon the terms, covenants and conditions
thereof.
2. I am familiar with all of the terms, covenants and conditions of the Agreement and hereby consent to the
execution thereof; I shall be bound by and will duly observe, perform and comply with all of the terms,
covenants and conditions of the Agreement as if I had executed it directly as an individual, even if the
Employment Agreement should hereafter expire or be terminated or suspended, or if Lender should be
dissolved or should otherwise cease to exist; I hereby confirm that there have been granted to Lender all of the
rights granted by Lender to Producer under the Agreement; and I hereby join in and confirm all grants,
representations, warranties and agreements made by Lender under the Agreement
3. Unless I am deemed substituted for Lender as a direct party to the Agreement pursuant to paragraph 6, below, I
will look solely to Lender and not to Producer for compensation for the services and rights I may render and
grantto Producer under the Agreement and for the discharge of all other obligations of my employer with
respect to my services under the Agreement.
4. I will indemnify and hold Producer and its parents, affiliates, subsidiaries, employees, Performers, officers,
successors, assigns and licensees, and each of them, harmless from and against any and all taxes which
Producer may have to pay and any and all claims, liabilities, judgments, claims, damages, costs and expenses
(including, without limitation, reasonable outside attorneys' and accountants' fees) that Producer may incur by
reason of Lender's failure to pay taxes or payments relating to unemployment compensation or insurance, FICA,
workers' compensation, disability pensions or any other compensation, tax or other contribution required to be
paid in respect of Performer's services hereunder.
5. If Lender or its successors in interest should be dissolved or should otherwise cease to exist, or for any reason
should fail, refuse or neglect to perform, observe or comply with the terms, covenants and conditions of the
Agreement, subject to a reasonable cure period, I shall, at Producer's election, be deemed to be employed
directly by Producer for the balance of the term of the Agreement upon the terms, covenants and conditions set
forth therein.
6. If Producer serves Lender with any notices, demands or instruments relating to the Agreement or the rendition
of my services thereunder, such service upon Lender shah1 constitute service upon me. In the event of a breach
or threatened breach of the Agreement by Lender or rne, Producer may join me in any action against Lender
without first being required to resort to or exhaust any rights or remedies against Lender.
Executed // / ^3- ,20 11/

PERFORMER'S AGREEMENT
EXHIBIT B
CERTIFICATE OF OWNERSHIP OF RESULTS AND PROCEEDS (LOANOUT)
The undersigned Tara Reid ("Performer") hereby agrees and certifies that:
Performer is rendering services as an employee of Hi Happy Films, Inc. a California corporation, (Fed. ID #95-
4397625 ("Lender") pursuant to a valid employment agreement ("Employment Agreement") with Lender and a
Performer Agreement ("Agreement") between Lender and Shamrocky, LLC ("Producer"), dated as of November 16,
2017, pursuant to which Lender has loaned Performer's services to Producer in connection with the theatrical motion
picture entitled "SILVER SHAMROCK" ("Picture");
Lender and Performer, for good an valuable consideration, receipt of which is hereby acknowledged, hereby
certifies and agrees that all other results and proceeds of Performer's services in connection with the Agreement, and
all other materials of every kind whatsoever created by Performer during the period of Performer's exclusive
services under the Agreement and/or at any other time if relating to any version of the Picture (or relating to any
ancillary, subsidiary, supplemental promotional or derivative work relating to any versions of the Picture)
(collectively, "Work"), are a "work made for hire" (as that term is used in the United States Copyright Act) for
Producer, prepared within the scope of Performer's employment and/or as a work specially ordered or commissioned
for use as a part of a motion picture or other audio-visual work.
Producer is the "author" of the Work for all purposes, including without limitation the copyright laws of the United
States, and Producer is the sole and exclusive owner, in perpetuity and throughout the universe, of all right, title and
interest in and to the Work, including without limitation all copyrights in and to, the Work (and all renewals and
extensions thereof now or hereafter provided by law) and all the rights therein and thereto, including all so-called
"moral rights of authors" and "droit moral" rights and any similar rights under the laws of any country of the world,
and the right to make such changes therein and uses thereof as Producer may determine by any and all means and/or
media now known or hereafter devised.
Performer hereby waives all so-called "moral rights of authors" and "droit moral" rights (and any similar rights
under the laws of any country of the world). Performer further irrevocably assigns to Producer (or, if any applicable
law prohibits such assignment, Performer grants to Producer an irrevocable royalty-free license of) all of Performer's
rights, if any, to authorize, prohibit and/or control the renting, lending, fixation, reproduction and/or other
exploitation of the Picture by any media and means now or hereafter known or devised, in perpetuity throughout the
universe.
Any remedies Performer may have against Producer in connection with the Work and the Picture shall be limited to
the right to recover monetary damages, if any, and Performer waives any right or remedy in equity, including any
right to rescind Producer's right, title and interest in and to the Work or to enjoin, restrain or otherwise impair in any
manner the development, production, distribution, advertising or other exploitation of the Picture.
Without limiting the foregoing, if any of the Work is not deemed to be a "work made for hire" for Producer,
Performer irrevocably and exclusively grants and assigns to Producer all right, title and interest in and to such Work,
throughout the universe, in perpetuity, in any and all media, whether now or hereafter known or devised. At
Producer's request, Performer shall execute and deliver to Producer such instruments consistent herewith and
consistent with the Agreement as Producer may reasonably deem necessary to establish, protect, enforce and/or
defend any or all of Producer's rights in the Work and/or under the Agreement, and if Performer fails to do so within
ten (10) business days after Producer's written request therefor, Producer shall have the right to execute any and all
such documents. Producer shall provide Performer with courtesy copies of any such instruments executed in
Performer's name; provided, that Producer's failure to do so shall not be deemed to be a breach of this Certificate or
the Agreement or otherwise affect the validity of any such documents.
Performer acknowledges and agrees that Producer shall solely and exclusively own all now known or hereafter
existing rights of every kind throughout the universe, in perpetuity and in all languages, pertaining to the Work, the
Picture, and all elements therein for all now known, unknown or hereafter existing uses, digital delivery, media, and
forms, including, without limitation, all copyrights (and renewals and extensions thereof) and all forms of
distribution, exhibition, publication, communication, exploitation, broadcast, transmission, sale, licensing, allied,
ancillary and/or subsidiary rights (including character, sequel and remake rights) and in merchandising items of any
nature related to any version of the Picture and/or by Producer and/or its parents, affiliates or subsidiaries in
connection with geneiakcor&orate, archival or institutional uses (e g , trade shows, corporate meetings and inrho.
promotions fmancialiprps&ectusts and-annual reports, archival uses displays atcorporate'business.lo.ca'tions and
properties) or for promotion of their products, in any and all media, whethei no\r hereafter known, or devised
This Certificate of Ownership of Results and Proceeds are subject to the Agreement
IN WITNESS E"^ " executed this Certificate'- of OwiiersKip^ 6f Kesults .and. Proceeds' as of this
ay of _/
President-of :Hi Hapj>y;jgilmsy Inc.

pederal;Taxtb JiiMfo: ^g-
"PRODUCER"
Exhibit"!"
Exhibit" 3 "
PERFORMER ENGAGEMENT AGREEMENT
This Agreement dated January 24, 2018, sets forth the basic terms covering the engagement of
Hi Happy Films, Inc. ("Lender") to loan out the time and services of Tarn Reid ("Performer") to
Fells Point; LLC ("Producer") (all parties, collectively, may be referred to as the "Parties") as a
performer in the motion picture presently known under the working title "FELLS POINT" (the
"Picture11).
1. CONDITIONS PRECEDENT. Producer's obligations under this Agreement are conditioned

upon receipt by Producer of the following documents,
.,1. A original copy of this Agreement and Exhibits A and B attached hereto (in form and
substance acceptable to Producer) that has been signed by Lender and Performer before
principal photography;
.,2. Lender's providing Producer with all documents which may be reasonably required by
any governmental agency or otherwise for Lender to render Performer's services,
hereunder, together with Performer's submission to Producer of original documents
establishing Performer's eligibility (Producer acknowledge this condition has been
satisfied); and
1.3. Producer's receipt of all forms and documents necessary to enable Producer to effect
payment to Lender, including tax and corporation identification forms, (Producer
acknowledges this condition has been satisfied.)
2. ROLE; "April"
3. SERVICES. Producer agrees to borrow from Lender on a pay or play basis and Lender
agrees to lend to Producer upon the terms and conditions herein specified, the services of
Performer to perform the Role set forth in paragraph 2, above, in the Picture. The services of
Performer shall be on a first priority basis for on-iocation principal photography for 24 non-
consecutive Production Days to be determined from Feburary 16, 2018 through March 22^
2018, to perform such services for Producer, In addition, Performer shall make herself
reasonably available for a reasonable number of press and guests of the Producer as well as
participate in the taping of interviews (including live web events); TV Bumpers, and behind-
the-scenes recordings, including the production of an electronic press kit and "making of -
• type recordings during production, otherwise subject to Performer's availability, Performer
shall have the right to disapprove any publicity provided Performer performs timely and
reasonable substitutions to be used for the promotion, marketing and publicity of the Picture .
Such publicity services of Performer shall also include making herself available for a photo
gallery shoot during production. In addition, Performer shall make, herself reasonably
available for publicity of the Picture in the three (3) weeks prior to the release date of the
Picture currently scheduled for August of 2018. Performer shall also positively promote the
Picture and its release using Performer's social media accounts during the release of the
Picture. Following completion of principal photography, Lender snail provide Performer for
one (1) day of looping. Any looping beyond one (1) day shall be at Performer's prorate daily
rate. Performer's services are conditioned upon Producer becoming a SAG signatory prior to
Performer's services. Producer will pay pension & health benefits as per SAG rules in the
normal course, Producer will provide a stunt double for physical stunts that Performer is not
comfortable doing herself.
4. COMPENSATION. Except as otherwise set forth herein, as compensation in full for

Performer's services and the rights granted to Producer pursuant to this Agreement, provided,
Lender/Performer is not terminated for material, uncured default and has performed all
material services reasonably required hereunder, Producer shall pay to Lender one hundred
seventy five thousand dollars ($175,000.00) under SAG schedule F, The sum of one hundred
seventy five thousand dollars ($175,000.00) shall be paid to Performer through Performers
Representation's Escrow Account, set up by Performer's Representation, twenty four (24)
hours before Performer's start of Picture. Performer's engagement is "pay or play" and while
Producer shall not be obligated to utilize Performer's services in or in connection with the
Picture hereunder, Producer's sole obligation, subjectto the terms and conditions of this
Agreement, being to pay Performer one hundred seventy five thousand dollars
($175,000.00.)
5. DRESSING ROOM. Producer shall provide Performer with a dressing room trailer, no less
than half a double banger, for Performer's exclusive use. Performer shall enjoy most favored
nati on status vis a vis other cast members with respect to the size and quality of such trailer.
6. TRANSPORTATION AND EXPENSES. Producer shall furnish Performer with one airline
ticket, First Class or Business Class if used and if available, for travel between Los Angeles
and the proximate airport to any location outside of Los Angeles County for principal
photography (the "Location") for the Picture and also provide one additional airline ticket, no
less than business class nature if used and If available for travel between the Location and
Los Angeles, California. Producer shall pay a per diem to Performer the greater of, as
outlined in the SAG CBA or Most Favored Nations per diem paid to Ian Ziering while
Performer is on Location for the production of the Picture. Producer shall provide Performer
with a vehicle and driver to transport Performer to and from airports (exclusive) and
Performer's Location hotel accommodations and between Performer's Location hotel
accommodations and the Location site(s) (shared or exclusive with Above-the-Line only)
whenever Performer's services are requested. Producer shall provide hotel accommodations
of a four star nature if used and if available while Performer is on Location for the production
of the Picture. For clarity there will be no transportation, hotel or per diem for Performer
during principal photography in Los Angeles County to the extent allowed under SAG rules.
7. PRODUCTION CONDITIONS. Notwithstanding anything in the foregoing it is specifically

agreed that with any water shoots, the water will be heated to no less than ninety degrees
(90°), This will include all tank shoots. Obviously, for natural water body scenes artist
reserves the right to use a stunt double as permitted by SAG.
8. CONTINGENCIES, Pel-former's services, and any obligations of Producer, may be
suspended during all periods (a) with written notice, that Performer does not render material
services hereunder because of illness, incapacity, or material default; (b) with notice, that
production of the Picture is materially prevented or interrupted because of force rnajeu're
events (i.e. any labor dispute, fire, war, governmental action, or any other unexpected or
disruptive event sufficient to excuse performance of this Agreement as a matter of law), or
the death, illness or incapacity of a principal member of the cast. All dates herein set forth or
provided for shall be postponed for a period equivalent to the period of such event. If any
matter referred to in (a), other than default, shall exist for 10 business days or more, Producer
may terminate Performer's engagement hereunder. If any matter referred to in (b) shall exist
for 8 weeks or more, either party may terminate this agreement. In the event of any refusal to
pei-form or other default on the part of Performer, Producer may terminate Performer's
engagement hereunder if Performer fails to cure such default (including payment/credit of
such production costs incurred which can be reasonably linked to such default) within 48
hours of reasonable notice to Performer of such default. Notwithstanding anything herein
contained, if any suspension under (b) shall continue for 2 weeks or more, Performer may
render services for others during the continuance of such suspension, subject to immediate
recall on 72 hours notice on the termination of such suspension. There shall be no selective
suspension/termination/reinstatement for any force majeure event. Provided Lender and
Performer are terminated for force majeure event or disability, the credit (provided Performer
appears in the Picture), insurance and indemnity provisions hereof survive such termination.
9. CREDIT. Upon condition that Performer appears in the Picture, Producer shall give
Performer on-screen credit as a separate card in the main titles in no less than Second
position of any other on-screen performers as follows; "Tara Reid." Performer's credit shall
not be less than the same size, type, style or duration of other performers in the Picture.
Performer shall receive credit in all paid ads issued by or under Producer's control., subject to
customary exclusions and exceptions. All other aspects of Performer's credit (if any) shall be
determined in Producer's sole discretion. In all third party licensing and distribution
agreements regarding the Picture, Producer shall require that such third party comply with all
Producer's credit obligations regarding Performer. In the event that any such third party
agreement has been previously executed and does not include such requirement, Producer
shall notify such third parly in writing of Producer's credit obligations herein regarding
Performer. Notwithstanding the foregoing, no casual or inadvertent failure to comply with the
provisions of this Paragraph or failure by any third parties to comply with their agreements
with Producer shall constitute a material breach of this Agreement by Producer provided
Producer shall use reasonable efforts, other than the payment of money, to prospectively cure
any such failure upon written notice from Performer.
9.1. Upon condition that Performer appears in the Picture, Producer shall also give Performer
on-screen credit in the main titles that is the same size, duration^ and placement as Ian
Ziering's credit as follows; "Co-Executive Producer Tara Reid," All other aspects of
Performer's credit (if any) shall be determined in Producer's sole discretion.
Notwithstanding the foregoing, no casual or inadvertent failure to comply with the
provisions of this paragraph or failure by any third parties to comply with their
agreements with Producer shall constitute a material breach of this Agreement by
Producer provided Producer shall use reasonable efforts, other than the payment of
money, lo prospectively cure any such failure upon written notice from Performer.
10. GRANT OF RIGHTS. The results and proceeds of Performer's services hereunder shall
constitute a "work-made-for-hire" (it being acknowledged that the results and proceeds of
Performer's services are specially ordered and commissioned for use as part of an audio
visual work), Lender/Performer hereby irrevocably and absolutely transfers, sets over and
grants to Producer all rights of every land and nature throughout the world and in perpetuity
in and to all results and proceeds of Performer's services hereunder. Performer hereby waives
all so-called "moral rights." Such grant of rights is limited to inclusion in the Picture and all
matters relating to the Picture, including, but not limited to, the promotion, marketing, and
commentary relating to the Picture.
11. NAME AND LIKENESS. Subject to paragraph 23, below, Lender/Performer hereby grants
to Producer the irrevocable and perpetual right to use and publish and to permit others to use
and publish Performer's name, voice, and approved likeness and/or approved biography in
solely connection with the production, exhibition, advertising and other exploitation of the
Picture and all subsidiary and ancillary rights therein, in any and all media, including, but not
limited to, audio recordings (in any configuration) containing any material derived from the
Picture, including, without limitation,, all or any part of the soundtrack of the Picture,
publications, merchandise (in-character only) and commercial tie-ups. If any such
soundtrack^ publication, or merchandise generates income to Producer, Performer shall be
entitled to ten percent (10%) of Producer's gross share if the product license uses Lender's
image exclusively and two and one half percent (2.5%) if the product uses Lender's image in
addition to other performers who also share in product license royalties actually paid.
Producer shall provide Performer with statements and payment annually and only in the
event'that royalties are due Performer. For avoidance of doubt, if $100,000 is paid to
Producer and Lender is the only person for which merchandising is done, then Lender would
receive $10,000. Or, if Producer receives $100,000 and Lender appears with one other actor
that is receiving 2.5%, and that actor is paid $2500, then Lender shall receive a reduction to
$7,500. Or, if Producer receives $100,000 and Lender appears with two other actors that
receive 2.5%, and those actors are paid $2500 each, then Lender shall receive a reduction to
$5,000. However, in no event, shall Performer's likeness be used for any merchandising in
association with alcohol, tobacco, gambling, hygiene, or sexual products without Performer's
prior written approval.
12. BREACH OF CONTRACT Except as set forth in paragraph 6, above, no act or omission of
either Party hereunder shall constitute an event of material default or breach of this
Agreement unless the injured Party first notifies the other Party in writing setting forth such
alleged breach or default and the Party does not cure the same within two (2) weeks of
receipt of actual written notice from the injured Party. In the event of any breach by Producer
.-of this Agreement, Lender/Performer shall be limited to Lender's/Performer's remedy at law
for damages, if any, and shall not have the right to terminate or rescind this Agreement or any
rights granted herein or in any way to enjoin or restrain the production, distribution,
advertising, or exploitation of the Picture, or any parts or elements thereof.
13. INTEGRATION: This Agreement Is the entire agreement among the.Parties with respect to
the subject matter hereof, and no alteration, modification, or interpretation hereof shall be
binding as to any Party unless in writing, expressly designated as such an alteration,
modification, or interpretation hereof and signed by such Party.
14. FURTHER ASSURANCES; Each of the Parties, without further consideration, agrees to
execute and deliver such other documents consistent herewith and to take such other action
necessary, convenient or desirable consistent herewith, in the reasonable opinion of any other
party, to effectuate the provisions and intent of this Agreement.
15. CONSTRUCTION. The language of this Agreement has been approved by the Parties, This
language shall be construed as a whole according to its fair meaning, and none of the Parties
hereto shall be deemed the draftsman of this Agreement or any part hereof, for purposes of
any litigation which may arise hereafter between them. If any provision or portion of this
Agreement shall be held for any reason to be unenforceable or illegal, that provision shall be
severed from this Agreement and the remainder of this Agreement shall remain valid and
enforceable between the Parties hereto just as if the provision held to be illegal or
unenforceable had never been included in the Agreement,
16. CHOICE OF LAW AND VENUE. This Agreement has been entered into in the State of
California and its validity, construction, interpretation and legal effect shall be governed by
the laws of the State of California applicable to contracts entered into and performed entirely
within the State of California. The venue for any action, suit or proceeding arising from or
based upon this Agreement shall be the appropriate State and Federal Courts located in the
County of Los Angeles in the State of California, In connection with the foregoing, the
Parties agree to submit to and be bound by the jurisdiction of the appropriate State and
Federal Courts located in the County of Los Angeles of the State of California.
17. BINDING AGREEMENT: This Agreement shall be binding upon all of the employees,
agents, officers, directors, shareholders, attorneys, accountants, and any other person acting
on behalf of or for the benefit of the Parties.
18. ASSIGNMENT: Producer may transfer or assign this Agreement or all or any part of
Producer's rights hereunder to any person, firm or entity, and this Agreement shall operate to
Producer's benefit and to the benefit of Producer's successors or assigns. Lender/Performer
may not assign this Agreement in whole or in part to any third party. Notwithstanding any
such assignment., Producer shall remain bound by all duties contained herein unless such
assignment is to a financially responsible third patty which assumes Producer's obligations in

writing.
19, COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, and all of which taken together shall constitute one and
the same instrument.
20. SECTION HEADINGS: The captions and headings of the various sections of this Agreement
are for convenience only and are not to be construed as confining or limiting in any way the
scope or intent of the provisions hereof.
21. EMPLOYMENT ELIGIBILITY; Producer's obligations herein are expressly conditioned

upon Performer's completion and delivery to Producer of the W-9 form.
22. NOTICES: All payments, submittals and notices to Lender/Performer shall be emailed or
mailed to;
PERFORMER
TaraReid
tara.d.reid@gmail.com
with a copy of all notices to;
AGENT
Bobby Moses
bobby.moses@,inavrickartist.corn
ATTORNEY
Darin Frank
darin@sowdllp.com
All notices to Producer shall be emailed to:

Theresa Bloomfield, Esq.
malibupictures@eartlilink.net
23, PHOTO/LIKENESS APPROVALS: Producer agrees to submit to Performer (in batches of

reasonable numbers), through their agent, all still photographs and artistic renderings of
Performer which Producer intends to use in merchandising, commercial tie-ins, advertising,
• exploitation, promotion and/or publicity for the Picture. Performer agrees to respond within
three (3) business days (or two (2) business days if Producer advises Performer in "writing
that a quick response is needed) following Performer's receipt of such submission and to
approve for "use not less than 50% of all photographs where Performer appears alone, and
50% of all photographs where Performer appears with other cast members who have
approval rights. Performer shall have two (2) "passes" as to non-photographic artistic
renderings. Any photographs and renderings approved pursuant to the foregoing shall be
deemed approved for all purposes. Further, if Performer fails to respond in a timely fashion
with respect to such submission(s), any and all such submissions will be deemed approved
for all purposes.
24. EMPLOYMENT OF OTHERS, Except as set forth herein, Lender and Performer agree not
to employ any person to serve in any capacity, nor to contract for the purchase or renting of
any article or material, nor make any agreement committing Producer to pay any sum of
money for any reason whatsoever in connection with the Picture or services to be rendered
by Performer or provided by Lender hereunder or otherwise, without the prior written
consent of Producer.
25. SAG-AFTRA; During the rendition of Performer's services hereunder, at such time or times
and during such period or periods as it may be lawful for Producer to require Performer so to
do, Lender/Performer, at Lender/Performer's sole cost and expense, and at Producer's
request, shall cause Performer to remain or become a member in good standing of the Screen
Actors Guild. Producer warrants and represents that it is or will become a signatory to the
Screen Actors Guild Basic Agreement and in good standing prior to the commencement of
Performer's services hereunder. Accordingly, Producer will comply with all SAG rules.
26. INSURANCE; Producer shall add Lender and Performer as an additional insured to
27. PREMIERES; Producer shall invite and provide exclusive, local (within Los Angeles
28. DVD: Producer shall provide Performer with a copy of the DVD of the Picture when such is
released to the public.
29. HOLDBACK ON PUBLICITY. Lender and Performer agree that neither will make any press
release, public announcement (including, without limitation, facebook, twitter, blogs),
statement to media personnel, or respond to press inquiries concerning the Picture or
Performer's involvement in the Picture, prior to March 10,2017, without the express, written
permission of Producer.
30. CONSULTING. Producer shall use reasonable efforts to consult with Performer regarding his
wardrobe, hair, and make-up. Notwithstanding anything in the foregoing, it is agreed that the
make up artist will have both airbrush and traditional make up techniques. However, it is
understood and agreed that Producer shall have final say in all decisions and any such.
consultation shall not be allowed to cause delay in production of the Picture and such
consultation, and any time expended thereon, shall not be within Performer's services deined
above or otherwise warrant any compensation.
31. INDEMNIFICATION. Producer shall indemnify and hold Performer harmless from and
against all claims,, liabilities, damages, costs, and expenses (including outside attorney's fees)
arising from Producer's breach of any representation, warranty or agreement herein and
arising from the use of any material supplied by Producer to Lender or Performer, or arising
out of the development, production, distribution, or exploitation of the Picture or any element
thereof, except for claims which arise out of a breach by Lender and/or Performer hereunder
and/or intentionally tortious or grossly negligent act(s) or omission(s). Notwithstanding the
foregoing. Producer shall have the sole right to engage legal counsel for any such above
matter,
32. DUBBING/DOUBLING. Producer will consult with Performer on the use of a double if
necessary, Any doubling or dubbing undertaken by Producer shall be per Schedule C, Section
33 of the SAG Agreement, Producer shall have the right to simulate Performer voice,
appearance, acts, poses, performance and all instrumental, musical and other sound effects to
be performed by Performer in and in connection with the Picture or any part thereof or in any
advertising, publicizing or exploitation thereof: (i) when reasonably neceSvSary to
expeditiously meet the requirements of foreign exhibition; (ii) "when reasonably necessary to
expeditionsly meet censorship requirements, foreign or domestic; (Hi) when, in the
reasonable opinion of the Producer, the failure to use a double for the performance of
hazardous acts might result in physical injury to Performer; (iv) when Performer is not
available with reasonable advanced notice; and (v) when Performer fails or is unable to meet
certain requirements of the role, such as, singing or the rendition or instrumental music or
other similar services requiring special talent or ability other than that in Producer's opinion
possessed by Performer. No nude scenes and no use of a double to perform in the nude or
simulated sex without prior written consent.
33. INTNETIONALLY OMITTED
The above terms and conditions of this document have been read, agreed upon, signed and dated,
by all parties below.
£TRODUCER" BENDER/PERFORMER"
or Fells Point, LLC Tara Reid, individually and as

President of Hi Happy Films, Inc,
/- expeditiously meet the requirements of foreign exhibition; (ii) when reasonably necessary to
V, ' expeditiously meet censorship requirements, foreign or domestic; (iii) when, in the
reasonable opinion of the Producer,* the failure to use a double for the performance of
hazardous acts might result in physical injury to Performer; (iv) when Performer is not
available with reasonable advanced notice; and (v) when Performer fails or is unable to meet
certain requirements of the role, such as; singing or the rendition or instrumental music or
other similar services requiring special talent or ability other than that in Producer's opinion
possessed by Performer. No nude scenes and no use of a double to perform in the nude or
simulated sex without prior written consent.
33. INTNETIONALLY OMITTED
The above terms and conditions of this document have been, read, agreed upon,, signed and dated,
by all parties below.
"PRODUCER" "LENDER/PERFORMER"
J '. X-j--1*—\ ••?-—*-^ ( ~^ ' I si_ _t

Authorized agent for Fells Point Productions, LLC Tara Reifl, individually ancf^s
President of Hi Happy Films, Inc.
Social Security number: 153-66-5950

Federal Tax ID number; 95-4397625
do, Lender/Performer, at Lender/Performer's sole cost and expense, and at Producer's

request, shall cause Performer to remain or become a member in good standing of the Screen
Actors Guild. Producer warrants and represents that it is or will become a signatory to the
Screen Actors Guild Basic Agreement and in good standing prior to the commencement of
Performer's services hereunder. Accordingly, Producer will comply with all SAG rules.
26. INSURANCE: Producer shall add Lender and Performer as an additional insured to
27. PREMIERES: Producer shall invite and provide exclusive, local (within Los Angeles
28. DVD: Producer shall provide Performer with a copy of the DVD of the Picture when such is
released to the public,
29. HOLDBACK ON PUBLICITY. Lender and Performer agree that neither will make any press
release, public announcement (including, without limitation, facebook, twitter, blogs),
statement to media personnel, or respond to press inquiries concerning the Picture or
Performer's involvement in the Picture, prior to March 10, 2017, without the express, written
permission of Producer.
30. CONSULTING. Producer shall use reasonable efforts to consult with Performer regarding
his wardrobe, hair, and make-up. Notwithstanding anything hi the foregoing, it is agreed that
the make up artist will have both airbrush and traditional make up techniques, However, it is
understood and agreed that Producer shall have final say in all decisions and any such
consultation shall not be allowed to cause delay in production of the Picture .and such
consultation, and any time expended thereon, shall not be within Performer's services deined
above or otherwise warrant any compensation.
3L INDEMNIFICATION. Producer shall indemnify and hold Performer harmless from and
against all claims, liabilities, damages, costs, and expenses (including outside attorney's fees)
arising from Producer's breach of any representation, warranty or agreement herein and
arising from the use of any material supplied by Producer to Lender or Performer, or arising
out of the development, production, distribution, or exploitation of the Picture or any element
thereof, except for claims which arise out of a breach by Lender and/or Performer hereunder
and/or intentionally tortious or grossly negligent act(s) or omission(s). Notwithstanding the
foregoing, Producer shall have the sole right to engage legal counsel for any such above
matter.
32. DUBBING/DOUBLING. Producer will consult with Performer on the use of a double if
necessary. Any doubling or dubbing undertaken by Producer shall be per Schedule C,
Section 33 of the SAG Agreement, Producer shall have the right to simulate Performer voice,
appearance, acts, poses, performance and all instrumental, musical and other sound effects to
be performed by Performer in and in connection with the Picture or any part thereof or in any
advertising, publicizing or exploitation thereof: (i) when reasonably necessary to
EXHIBIT A
INDUCEMENT
Reference is hereby made to that certain Performer Engagement Agreement (the "Agreement") dated as
of January 24, 201 8 by and between Felis Point Productions, LLC ("Producer") and Hi Happy Films, Inc.
("Lender") for the acting and other services of Tara Reid ("Performer") in connection with the Picture
referenced in the Agreement, As a material inducement to Producer to enter into the Agreement, the
undersigned hereby represents, warrants and agrees as follows;
1. I have heretofore entered into an agreement (the "Employment Agreement11) with Lender requiring
me to render services exclusively to Lender for at least the full term of the Agreement and authorizing
Lender to enter Into the Agreement and to furnish my rights and services to Producer upon the terms,
covenants and conditions thereof.
2. I am familiar with all of the terms, covenants and conditions of the Agreement and hereby consent to
the execution thereof; I shall be bound by and will duly observe, perform and comply with al! of the
terms, covenants and conditions of the Agreement as if I had executed it directly as an individual,
even if the Employment Agreement should hereafter expire or be terminated or suspended, or if
Lender should be dissolved or should otherwise cease to exist; 1 hereby confirm that there have been
granted to Lender all of the rights granted by Lender to Producer under the Agreement; and I hereby
join in and confirm all grants, representations, warranties and agreements made by Lender under the
Agreement.
3. Unless 1 am deemed substituted for Lender as a direct party to the Agreement pursuant to paragraph 6,
below, I will look solely to Lender and not to Producer for compensation for the services and rights 1
may render and grant to Producer under the Agreement and for the discharge of all other obligations
of my employer with respect to niy services under the Agreement,
4. I will indemnify and hold Producer and its parents, affiliates, subsidiaries, employees, Performers,
officers, successors, assigns and licensees, and each of them, harmless from and against any and all
taxes which Producer may have to pay and any and all claims, liabilities, judgments, claims, damages,
costs and expenses (including, without limitation, reasonable outside attorneys1 and accountants' fees)
that Producer may incur by reason of Lender's failure to pay taxes or payments relating to
unemployment compensation or insurance, PICA, workers' compensation, disability pensions or any
other compensation, tax or other contribution required to be paid in respect of Performer's services
hereunder.
5. If Lender or its successors in interest should be dissolved or should otherwise cease to exist, or for
aiiy reason should fail, refuse or neglect to perform, observe or comply with the terms, covenants and
conditions of the Agreement, subject to a reasonable cure period, I shall, at Producer's election, be
deemed to be employed directly by Producer for the balance of the term of the Agreement upon the
terms, covenants and conditions set forth therein.
6. If Producer serves Lender with any notices, demands or instruments relating to the Agreement or the
rendition of my services thereunder, such service upon Lender shall constitute service upon me. In the
event of a breach or threatened breach of the Agreement by Lender or me, Producer may join me in
any action against Lender without first being required to resort toj>r_exhaust any right^or remedies
against Lender.
Executed January 24, 201 8.

[PERFORMER SIGNATURE]
ft/in
Exhibit"4
Reid et al v. Asylum Entertainment, LLC et al, Docket No. 2:18-cv-10171 (C.D. Cal. Dec 06, 2018), Court Docket
General Information
Court United States District Court for the Central District of California;
United States District Court for the Central District of California
Federal Nature of Suit Property Rights - Trademark[840]
Docket Number 2:18-cv-10171
© 2018 The Bureau of National Affairs, Inc. All Rights Reserved. Terms of Service
// PAGE 43

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Reid et al v. Asylum Entertainment, LLC et al, Docket No. 2:18-cv-10171 (C.D. Cal.

Dec 06, 2018), Court Docket

1 Ernest J. Franceschi, Jr. (State Bar No. 112893)

8 UNITED STATES DISTRICT COURT

11 TARA REID, an individual; and HI ) CASE NO.

13 JURISDICTION AND VENUE

1 FACTUAL ALLEGATIONS APPLICABLE TO ALL CLAIMS

1 product is implied through the imitation of a distinctive attribute of the celebrity’s

1 of action is asserted against all defendants.

1 of action is asserted against all defendants.

12 WHEREFORE, Plaintiffs pray for judgment as follows:

23 Dated: December 4, 2018 FRANCESCHI LAW CORPORATION

1 DEMAND FOR TRIAL BY JURY

4 Dated: December 4, 2018 FRANCESCHI LAW CORPORATION

PERFORMER ENGAGEMENT AGREEMENT

Following completion of principal photography, Lender shall provide Performer for

4. COMPENSATION. Except as otherwise set forth herein, as compensation in full for

6. TRANSPORTATION AND EXPENSES. Producer shall furnish Performer with one

7. PRODUCTION CONDITIONS. Notwithstanding anything in the foregoing it is

CONTINGENCIES. Performer's services, and any obligations of Producer, may be

12. BREACH OF CONTRACT. Except as set forth in paragraph 6, above, no act or

14. FURTHER ASSURANCES: Each of the Parties, without further consideration,

19. COUNTERPARTS: This Agreement may be executed in any number of counterparts,

21. EMPLOYMENT ELIGIBILITY: Producer's obligations herein are expressly

22. NOTICES: All payments, submittals and notices to Lender/Performer shall be

with a copy of all notices to:

All notices to Producer shall be emailed to:

23. PHOTO/LIKENESS APPROVALS: Producer agrees to submit to Performer (in

if Producer advises Performer in writing that a quick response is needed) following

31. INDEMNIFICATION. Producer shall indemnify and hold Performer harmless

32. DUBBING/DOUBLING. Producer will consult with Performer on the use of a

33. INTENTIONALLY OMITTED

Social Security number: 153-66-5950

Executed // / ^3- ,20 11/

President-of :Hi Hapj>y;jgilmsy Inc.

1. CONDITIONS PRECEDENT. Producer's obligations under this Agreement are conditioned

4. COMPENSATION. Except as otherwise set forth herein, as compensation in full for

7. PRODUCTION CONDITIONS. Notwithstanding anything in the foregoing it is specifically

assignment is to a financially responsible third patty which assumes Producer's obligations in

21. EMPLOYMENT ELIGIBILITY; Producer's obligations herein are expressly conditioned

with a copy of all notices to;

All notices to Producer shall be emailed to:

23, PHOTO/LIKENESS APPROVALS: Producer agrees to submit to Performer (in batches of

33. INTNETIONALLY OMITTED

or Fells Point, LLC Tara Reid, individually and as

33. INTNETIONALLY OMITTED

J '. X-j--1*—\ ••?-—*-^ ( ~^ ' I si_ _t

Social Security number: 153-66-5950

do, Lender/Performer, at Lender/Performer's sole cost and expense, and at Producer's

Executed January 24, 201 8.

Federal Nature of Suit Property Rights - Trademark[840]

Docket Number 2:18-cv-10171

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J '. X-j--1—\ ••?-—-^ ( ~^ ' I si_ _t