LIFE STORY RIGHTS AGREEMENT (the “Agreement”) made as of ________, by

and between ________ (“Producer”), [**address**], and ____________ (“Owner”) f/s/o

_________ (“Subject”), [**address**].
WHEREAS, Owner owns or controls all right, title and interest in and to Subject’s name,
likeness, persona, personal facts and personal stories, incidents and anecdotes (all of the
foregoing collectively referred to herein as the “Life Story Rights”); and
WHEREAS, Producer wishes to acquire the exclusive option to acquire the exclusive
right to create a musical stage play (the “Musical”) based upon the Life Story Rights, the right to
reasonable access to Subject, and the exclusive right to exploit any and all ancillary and
subsidiary rights in and to the Musical, and Owner wishes to grant such exclusive option, all on
the terms and conditions set forth herein;
NOW, THEREFORE, the parties do agree as follows:
W I T N E S S E T H:

1. Grant of Rights. In consideration of a non-returnable payment to Owner upon

execution of this Agreement in the amount of $__________, which shall be recoupable against
royalties described in Paragraph 4 below (in the manner set forth in Paragraph 3(e) below),
Owner hereby grants to Producer and its successors, representatives, permitted licensees and
permitted assigns, the exclusive option to acquire the following rights in and to the Life Story
Rights, to be exploited initially in a Broadway production (subject to sub-paragraph 1[e] below)
and subsequently throughout the world, in any and all languages, all on the terms and conditions
set forth herein:

(a) The sole and exclusive musical stage rights in and to the Life Story Rights,
including without limitation the right to create, or cause to be created, a musical stage play based
upon, or adapted from, the Life Story Rights;

(b) Subject to Paragraph 13(a) below, the right to select and engage one on
more bookwriter(s) (collectively referred to herein as the “Bookwriter”) as Producer may select;

(c) Subject to Paragraph 13(a) below, the right to use Subject’s name as or in
the title of the Musical (the “Title”) or alternatively, the right to use any Title that is original to
Producer and/or Bookwriter;

(d) Subject to Paragraphs 13(a) and 13(c) below, the right to use, adapt,
change, rearrange, transpose, interpolate, add to or subtract from the Life Story Rights and to
enter into agreements with third party music publishers (the music publishers, together with any
composers and lyricists of any new compositions, if any, collectively being referred to herein as
the “Music Publishers” and, with the Bookwriter, the “Author”) for the right to interpolate and
include in the Musical any songs or music performed and/ or popularized by Subject, to such
extent as the Bookwriter and Producer shall deem advisable;

(e) The right, prior to the Broadway production of the Musical, to produce
and present the Musical in one or more staged and/or un-staged readings, and also in one or more
so-called workshop productions, experimental productions, developmental productions and/or
regional theater production (each such production, excluding readings for the avoidance of
doubt, referred to herein as a “Try-Out Production”) in the United States;
 (f) Subject to the occurrence of merger as defined in Paragraph 9(a) below,
the exclusive right to produce and present the Musical in one or more First Class (as the term
“First Class” is defined in the Dramatists Guild Approved Production Contract for Musical Plays
[the “APC”]) and/or non-First Class sit-down and/or touring productions, bus and truck
productions and Las-Vegas-type productions throughout the world;

(g) The right to: (i) make an archival recording of the Musical for non-
commercial, non-distribution purposes; and (ii) make and distribute a “making-of” documentary
in order to market, publicize and promote productions of the Musical, provided any
incorporation of Subject’s image, likeness or voice in such documentary, or the promotion,
publicity and/or other exploitation thereof, shall require Owner’s prior written approval). Owner
shall not be entitled to additional remuneration in connection with the foregoing provided,
however, that in connection with any documentary Owner shall be entitled to be paid mutually
agreed reasonable compensation if anyone else involved in the making or exploitation of such
documentary is paid (other than those to the extent required by a union to be paid, or those
actually furnishing services in connection with the documentary - such as crew - but excluding
the Producer or any affiliated persons or entities), and;

(h) Subject to Paragraphs 1(g) above and 8(e) below, the exclusive right to
advertise and publicize the Musical or any part thereof, in any manner and in any media now
known or devised hereafter, which may include without limitation the broadcast and/or
transmission of excerpts from the Musical for advertising and publicity purposes (subject to any
time constraints or other restrictions set forth in Producer’s agreements with the Bookwriter
and/or Music Publishers);

(i) The right to copyright, in the name of the Producer or Bookwriter, or their
respective designee(s), the Musical and/or any authorized version(s) or derivative exploitation(s)
of the Musical, together with the right to renew and extend such copyrights; and

(j) Subject to Paragraphs 10(c), 11 and 12 below, the exclusive right to

exploit and/or to enter into agreements for the exploitation of Subsidiary Rights (as defined in
the APC) and ancillary rights in and to the Musical customarily exploited in connection with live
stage musical plays in any and all media now known or devised hereafter; provided, however,
that the foregoing shall not be deemed to grant any audio-visual right, except to the limited
extent specified in Paragraphs 1(g) and 1(h) above.

(k) As between the Producer and Owner, and insofar as Owner is concerned,
Owner shall exclusively own the Title to the extent the Title either incorporates Subject’s name
or, on its face, creates an obvious association with Subject. The foregoing notwithstanding, the
parties acknowledge and agree that (i) regardless of ownership, Producer and its licensees and
assigns shall have the right to use the Title for any and all purposes authorized herein; and (ii)
regardless of ownership, Owner and its licensees and assigns shall not use the Title for another
musical, theatrical play, motion picture, radio program, television program, or merchandise, to
the extent that the Title is unique to the Musical and does not include Subject’s name.

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 2. Required Markings. Producer shall clearly indicate in the Playbill and other
program for the Musical on the credits page, or elsewhere in the program where the music credits
appear, that (i) the Musical is created and presented under license by Subject; and (ii) Subject
and/or the Title (subject to Paragraph 1(k) above) is a trade mark owned by Subject.

3. Option Period.

(a) Owner’s exclusive option granted to Producer hereunder shall commence

on the date hereof and end on the date twelve (12) months hereafter (the “Initial Option
Period”), subject to extension as provided herein.

(b) Provided that (i) Producer has entered into an agreement with the
Bookwriter, which Bookwriter shall be subject to Owner’s approval as set forth in Paragraph
13(a) below, and further provided that (ii) the Bookwriter has delivered a Completed Book (as
defined in the APC), which Completed Book has been approved by Owner in accordance with
Paragraph 13(c) below, Producer shall have the right, but not the obligation, before the
expiration of the Initial Option Period, to extend the Initial Option Period for an additional
twelve (12) months (the “Second Option Period”) by making a non-returnable payment in the
amount of $__________ prior to the ending date of the Initial Option Period, which payment
shall be recoupable against royalties described in Paragraph 5 below.

(c) Provided Producer has entered into an agreement with the director for the
Broadway production of the Musical, which director shall be approved by Owner as set forth in
Paragraph 13(a) below, and further provided that Producer shall have received price quotes, term
sheets and/or deal memoranda signed by the Music Publishers for not less than fifty percent
(50%) of the songs to be interpolated into the Musical, then Producer shall have the right, but not
the obligation, before the expiration of the Second Option Period, to extend the Second Option
Period for an additional twelve (12) months (the “Third Option Period”) by making a non-
returnable payment in the amount of $__________ prior to the ending date of the Second Option
Period, which payment shall be recoupable against royalties described in Paragraph 5 below.

(d) Provided that (i) Producer has presented a Try-Out Production of the
Musical, and further provided that (ii) Producer has raised an amount equal to not less than one-
third (1/3) of the capitalization for the Broadway production of the Musical, Producer shall have
the right, but not the obligation, to extend the Third Option Period for an additional twelve (12)
months (the “Fourth Option Period”), by making a non-returnable payment to Owner in the
amount of $__________ prior to the ending date of the Third Option Period, which payment
shall not be recoupable.

(e) With respect to recoupable payments to Owner enumerated above, said

payments shall be recoupable to the same extent and in the same proportions as the option
payments made to any Author are recoupable, provided in no event shall any option payments to
Owner hereunder be recoupable from weekly royalties to Owner below the Owner’s minimum
weekly guarantees.

4. Advances.

(a) Upon the first rehearsal of the Broadway production of the Musical,
Owner shall receive a non-returnable advance against royalties in an amount equal to the greater

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of (i) $__________ and (ii) an amount equal to one-third (1/3) of aggregate advance paid to the
Bookwriter and the Music Publishers (which, for the avoidance of doubt throughout this
Agreement and as stated in Paragraph 1(d) above, includes payments to composers and lyricists
of new compositions, if any).

(b) For purposes of clarity, Producer shall have the right (but not the
obligation) to pay Bookwriter a commissioning fee or writing fee for creating the book of the
Musical separate and apart from the above-described advance as set forth in Paragraph 4(a)
above (and/or option payments as set forth in Paragraph 3 above) with no matching or other
financial obligation to Owner. Said commissioning and writing fee shall be reasonable and
customary and shall not be disproportionately high in relationship to the option and/or advance
payments to the Bookwriter in order to avoid matching payments to Owner.

(c) Owner shall also receive an amount equal to one-third (1/3) of any
subsequent advances paid to Bookwriter and the Music Publishers (which amount shall be no
less than the advance paid to the Bookwriter or one-half (1/2) of the aggregate advances paid to
the Music Publishers), including without limitation advances in connection with foreign
productions of the Musical, such subsequent advances to be paid to Owner simultaneously with
payments to Bookwriter and the Music Publishers. Without limitation of the foregoing, in no
event will Owner receive less than Owner’s share of the advances set forth in Exhibit A, attached
hereto, in connection with foreign productions, and the parties further agree to all other terms set
forth in said Exhibit A.

5. Royalty.

(a) In consideration for the rights granted Producer, Producer shall pay Owner
a royalty in connection with each production of the Musical produced by or under the lease,
license or control of Producer in an amount equal to one and one-half percent (1.5%) percent of
gross weekly box office receipts (“GWBOR”) derived therefrom, as GWBOR is defined for the
Bookwriter and Music Publishers, increasing to an amount equal to two percent (2%) percent of
GWBOR upon “Recoupment” (as such term is defined for the Bookwriter and Music
Publishers) of production expenses on a company-by-company basis, but in no event (i) less than
the royalty paid to the Bookwriter or (ii) less than an amount equal to one-half (1/2) of the
aggregate royalties paid to the Music Publishers (collectively, the “MFN Clause” which, for the
avoidance of doubt, applies herein to option payments, advances, net profit participations and all
other financial remuneration to the Bookwriter and/or Music Publishers in addition to the
royalty).

(b) Owner’s royalty may be subject to a payment on the basis of a weekly net
operating profits royalty formula and/or payment on the basis of a fixed-fee formula, provided
the Bookwriter’s, Music Publishers’, Producer’s and every other percentage royalty participants’
royalties (other than the theater and stars) are so calculated (on the same proportionate basis and
to the same extent as the Bookwriter, Music Publishers, Producer and other percentage royalty
participants (other than the theater and stars) so agree); provided, however, that:

(i) Producer must elect to implement a royalty pool or similar

alternative royalty structure based on net operating profits (“NOP”) within two (2) weeks

4
following the official opening night performance of the Musical, on a company-by-company
basis, and retroactive to the first performance;

(ii) if royalties are based on NOP, then Owner’s royalty shall not be
less than an amount equal to five and nineteen one-hundredths percent (5.19%) of one hundred
percent (100%) of NOP, increasing to five and ninety-three one-hundredths percent (5.93%) of
one hundred percent (100%) of NOP following Recoupment on a company-by-company basis,
subject to the MFN Clause;

(iii) Owner is only agreeing in advance to a royalty pool in connection

with Broadway (including the pre-Broadway out-of-town commercial try-out, if any) and the
West End of London. The implementation of a royalty pool in connection with any other
companies of the Musical will be considered in good faith if all other percentage royalty
participants agree to a pool in connection with such other companies but shall otherwise be
subject to Owner’s prior written consent.

(iv) Owner agrees to negotiate in good faith the terms of an

amortization factor with respect to the Broadway and West End productions of the Musical.

(c) Notwithstanding the foregoing, Owner shall be entitled to receive an

amount equal to one-third (1/3) of the compensation (including royalties, option payments and
advances recoupable against same) paid to the Author for any Try-Out Production of the
Musical, if royalties are paid with respect to said Try-Out Production, subject to the MFN
Clause.

(d) Royalties shall be payable hereunder at the same time as royalties are paid
to the Bookwriter and Music Publishers in connection with any and all productions of the
Musical presented by or under the lease, license or control of Producer, and shall be
accompanied by such accounting statements as are received by any and all other royalty
recipients together with a statement of box office receipts signed and certified by Producer and
the box office treasurer. Without limiting the foregoing, and when royalty participants are paid
on the basis of GWBOR or a fixed-fee formula, Producer shall cause Owner to receive payments
and accountings no later than one (1) week after the applicable performance week with respect to
a Broadway production of the Musical, no later than two (2) weeks after the applicable
performance week with respect to non-Broadway United States productions of the Musical, and
no later than three (3) weeks after the applicable performance week with respect to foreign
productions of the Musical. When royalty participants are paid on the basis of NOP, then in lieu
of the foregoing Producer shall cause Owner to receive payments and accountings no later than
twenty-one (21) days after the applicable royalty cycle, provided minimum weekly guarantees
shall be paid to Owner on a weekly basis within one (1) week following the applicable
performance week. Producer shall furnish Owner with weekly box office reports signed by the
treasurer of the theater and the Producer or its authorized representative. Without limiting the
foregoing, Owner shall be paid and shall receive statements and accountings no less favorably
than any other royalty participant or investor.

(e) For the purposes of computing NOP and Recoupment in this Paragraph 5
(as well as the definition of “Net Profits” as set forth in Paragraph 6 below, for which the same
cap on producer compensation shall apply for the purposes of calculating production and weekly

5
expenses), the definitions set forth in the production contract with the Author shall apply
provided the production contract is in the form of an APC and certified by the Dramatists Guild.
If (i) the production contract with the Author is not in the form of an APC certified by the
Dramatists Guild, and (ii) the terms are inconsistent with other comparable terms certified by the
Dramatists Guild in connection with other musical stage productions in the two (2)-year period
preceding the execution of the production contract for the Musical, then the caps on producer
compensation set forth in the APC printed form (e.g., cash office charge, executive producer fee)
shall apply.

6. Net Profits.

(a) With respect to the financing entity (the “Mother Company”) formed to
produce and present the Broadway production of the Musical, Owner shall be entitled to receive
an amount equal to __% of one hundred percent (100%) of the “Net Profits” (as the term “Net
Profits” is defined in the formation documents [the “Offering Documents”] for the Mother
Company and payable at the same times as payments are made to the investors in the Mother
Company) of the Mother Company, increasing to __% of one hundred percent (100%) of Net
Profits upon two hundred percent (200%) Recoupment, subject to the MFN Clause.

(b) Intentionally Omitted.

(c) Regarding Net Profits: (i) Net Profits shall include all income from all
sources, including without limitation additional companies and subsidiary rights income; (ii)
production expenses shall exclude bonds, deposits and other recoverables; (iii) actual
recoupment of investors of their capitalization contributions is not required to achieve
Recoupment hereunder; (iv) all definitions are on a most favored nations basis with all other
royalty and Net Profit participants and are payable on additional companies as well as the
Mother Company if any one else is entitled to such benefits in connection with additional
companies; (v) all definitions shall be consistent with United States theatrical industry custom;
(v) no deduction for payments to any other Net Profit participants shall be made prior to Owner’s
calculation of Net Profits; (vi) Producer shall not accumulate funds for the purpose of
capitalizing additional companies; and (vii) Owner’s share of Net Profits shall not be subject to
recall once distributed.

7. Billing.

(a) At Owner’s election, Owner shall be accorded credit in connection with

each production of the Musical presented by or under the lease, license or control of Producer, on
the title page of any and all programs and wherever and whenever the Title appears, immediately
below the Title on a separate line with no other material appearing thereon, in such size as
Producer may determine but in no event less than (i) the size accorded to the Bookwriter and (ii)
seventy five percent (75%) the size of the largest letter of the non-artwork Title of the Musical
(and no less than thirty percent [35%] the size of the artwork or logo Title, if an artwork or logo
Title is used), substantially as follows: “_______________.” No other credit to any third party
shall be larger than the credit to Subject, and no other credit to any third party other than the
Bookwriter and director shall be as large as the credit to Subject. Subject shall also receive a bio,
approved by Subject, in the Playbills and any other programs for the Musical.

6
 (b) At Owner’s election, Subject also shall be accorded above-the-title billing
as a producer of the Musical wherever and whenever the other producers are credited.

(c) Intentionally Omitted.

(d) No casual or inadvertent failure to comply with the provisions of this

paragraph shall be deemed a breach of this agreement, provided Producer rectifies on a
prospective basis such failure promptly upon receipt of written notice from Owner.

8. Holdback.

(a) During the Initial Option Period, as same may be extended, Owner shall
refrain from licensing to third parties the right to create a live stage musical production based on
the Life Story Rights. The foregoing notwithstanding: (i) Owner shall not be precluded from
granting third party producers the rights to Subject’s Life Story Rights (and Producer will not
have any rights in connection with these productions) as long as such productions are not
principally based on Subject (that is, they only incidentally include details of Subject’s life, but
they are principally based on someone else’s life story); and (ii) Owner shall not be held
contractually liable for third party uses of the Life Story Rights not authorized by Owner.

(b) Upon the exercise of the exclusive option hereunder by the presentation of
the first paid public performance of the Broadway production of the Musical, the afore-described
holdback shall continue until such time as the Life Story Rights “merge” in and to the Musical as
set forth in Paragraph 9 below; provided, however, that if the Broadway production of the
Musical shall close prior to such merger, then Owner shall immediately have the right to exercise
live stage musical rights in and to the Life Story Rights, subject only to the terms of Paragraph 9
below.

(c) If Producer does not present the initial paid public performance of the
Broadway production prior to the expiration of the Initial Option Period, as same may be
extended, then this Agreement shall terminate and all rights granted hereunder by Owner will
revert to Owner and thereupon Owner and Producer shall be released and discharged from any
further liability or obligation to the other except as otherwise expressly provided in this
Agreement. Upon such termination, neither Owner nor Producer shall have any right, title or
interest in the aforesaid Musical or any right to use or authorize the use thereof, except however
that any and all (i) independently copyrightable music, lyrics and book material written and
composed for the Musical and not based on the Life Story Rights, and (ii) independently
copyrightable situations, characters, incidents, plots, dialogue, titles, names and other material
originally conceived and created by the Bookwriter for the Musical and not based on the Life
Story Rights shall remain the sole and absolute property of Producer and the Bookwriter (as their
respective interests may appear), with the free and unrestricted right to make any use or
disposition thereof as they may desire, free from any claim by Owner for any reason whatsoever;
provided, however, that nothing contained herein shall be deemed to restrict any rights which
any party hereto and/or the Bookwriter would otherwise have as members of the general public,
as long as Subject’s name and likeness are not used.

(d) For purposes of clarity, and without limitation of Paragraph 19 below,

nothing set forth herein shall be deemed to limit Subject’s right to perform live on stage in

7
concerts or to render personal performance services of any kind in any media now known or
devised hereafter, and neither Producer nor Author shall have any rights in connection therewith,
provided no independently copyrightable elements of the Musical are incorporated in any such
performance.

(e) Motion picture and television adaptations or versions of the Musical on

film, videocassette, DVD or any other media now known or devised hereafter, including without
limitation any remakes or sequels of any such motion picture or television adaptations or
versions (each, a “Motion Picture”) shall be “frozen” and subject to the joint approval of
Producer and Owner in order for the Producer (and/or Author) to exploit such Motion Picture
rights.

9. Merger.

(a) On the date six (6) months subsequent to the initial paid public
performance of the Broadway production of the Musical, provided said production is still in
performance on Broadway, all live stage musical rights in and to the Life Story Rights shall
automatically and completely merge and be combined in and with the Musical, to be used and
disposed of by Producer or its permitted assignee(s) (including without limitation the
Bookwriter) subject only to the terms of this Agreement. If such merger takes place then, subject
to the terms hereof (including without limitation Paragraph 10 below), Producer and the
Bookwriter (as their respective interests may appear) shall have the sole, exclusive and perpetual
right to own, make, perform, exhibit, produce, sell, publish, license, encumber, copyright and
otherwise deal in and with the Musical, and any and all subsidiary and ancillary rights in and to
the Musical specifically granted hereunder (and specifically subject to Paragraph 8[e] above), on
such terms and conditions as it or they deem reasonable in the exercise of its or their sole
discretion, and to enter into any and all agreements therefor (or refrain from so doing), subject
only to the terms hereof. The live stage musical rights in and to the Life Story Rights that shall
merge in and with the Musical shall include without limitation the sole and exclusive rights of
Producer and Bookwriter to exploit the Musical as granted in Paragraph 1 above, subject to the
terms and limitations set forth herein. Owner agrees that the Bookwriter and the Music
Publishers shall be deemed the sole authors of the Musical for all purposes, under copyright and
otherwise, as their respective rights may appear.

(b) If Producer presents the initial paid public performance of the Broadway
production prior to the expiration of the Initial Option Period, as same may be extended, but
merger does not occur prior to the close of the Broadway production, then Owner shall be free to
grant to third parties the non-exclusive right to exploit live stage musical rights in and to the Life
Story Rights, and Producer’s grant of rights hereunder shall be deemed non-exclusive.

(c) In addition, at such time as there is no First Class production of the

Musical being presented by or under the lease, license or control of Producer in North America
or the United Kingdom (as measured by a hiatus between performances of one [1] year or
longer), then Producer’s grant of rights in and to the Life Story Rights hereunder shall be deemed
non-exclusive, and Owner shall be free to grant to third parties the non-exclusive right to exploit
live stage musical rights in and to the Life Story Rights.

8
 (d) Provided Producer presents the initial paid public performance of the
Broadway production of the Musical, and notwithstanding anything to the contrary set forth
herein, Producer’s non-exclusive live stage musical rights in and to the Life Story Rights shall
endure for a period co-terminous with the life of the copyright in and to the Musical.

10. Subsidiary Rights.

(a) During the period equal to the full duration of copyright in and to the
Musical, Producer shall cause Owner to receive a pro-rata share of the aggregate income derived
by the Bookwriter and Music Publishers from the sale or disposition of Subsidiary Rights in and
to the Musical, but in no event less than twenty-five percent (25%) of the Owner’s, Bookwriter’s
and Music Publishers’ aggregate share of income derived from these sources after deduction of
all third party participations approved in writing by Owner. The only commission that may be
deducted off-the-top before Owner’s share of such income is calculated shall be the customary
deduction made by the stock and amateur licensing company (i.e., 10%, except 20% for amateur
productions). To the extent a stock and amateur licensing company shares any part of its
licensing commission with the agents/representatives of the Author, then Owner shall be entitled
to twenty five percent (25%) of such shared licensing commissions.

(b) For purposes of clarity, Producer’s right to share in the aggregate income
derived by the Bookwriter and Music Publishers from the sale or disposition of Subsidiary
Rights in and to the Musical shall be governed by the APC, or the predecessor to the APC (the
“MBPC”), as determined by Producer, unless and until Producer enters into an agreement to the
contrary with the Bookwriter and Music Publishers. If the Producer’s share of subsidiary rights
income is not governed by either the APC or the MBPC, then Owner shall have a right to
approve, with the Bookwriter and the Music Publishers, the subsidiary rights arrangement with
the Producer.

(c) In addition, Owner shall have the right to approve any and all agreements
for the exploitation of any and all Subsidiary Rights in and to the Musical permitted hereunder;
provided; however, that Owner shall use commercially reasonable efforts to cooperate with the
exploitation of any and all such Subsidiary Rights. Owner agrees to communicate Owner’s
approval or disapproval with respect to a given disposition of Subsidiary Rights within five (5)
business days of Owner’s receipt of written notice thereof; a failure to respond within the
aforementioned five (5) business day period shall be deemed an approval by Owner;

(d) Notwithstanding the foregoing, in keeping with industry standards, Owner

shall not be entitled to share in any proceeds derived from use of the music and lyrics of the
Musical separate and apart from the Musical, including without limitation mechanical
reproduction, synchronization, small performing rights of the separate music and lyrics of the
Musical, proceeds derived from ASCAP, BMI, or similar performing and mechanical rights
societies throughout the world or rights traditionally administered by music publishers, except to
the extent that Owner owns and/ or controls the copyright(s) in and to any songs interpolated into
the Musical.

9
 11. Cast Albums.

(a) As between Producer and Owner, Producer shall have the exclusive right
to exploit cast album and/or concept album rights in and to the Musical.

(b) The parties shall mutually approve the record company and any and all
agreements for the exploitation of any and all concept and/or cast album rights in and to the
Musical, such approval not to be unreasonably withheld or delayed.

(c) Owner shall receive twenty-five percent (25%) of the aggregate income
payable to the Owner and Author from the exploitation of cast and concept album rights in and
to the Musical (it being understood that Producer shall enter into a customary arrangement with
the Author whereby royalties will be allocated 60/40 between the Author and Producer in favor
of the Author); provided, however, that Owner shall not share in any mechanical license income
received by the Music Publishers in connection with said cast and concept album(s), except to
the extent Owner owns and/ or controls the copyright(s) in and to any song(s) included in such
cast album(s).

12. Merchandising Rights.

(a) As between Producer and Owner, Producer shall have the exclusive right
to exploit merchandising rights in and to the Musical.

(b) The parties shall mutually approve the merchandising company or

companies and any and all agreements for the exploitation of any and or merchandising rights in
and to the Musical, such approval not to be unreasonably withheld or delayed. All merchandise
shall include the Title or the logo design of the Musical unless Owner agrees otherwise in
advance and in writing. Any use of Subject’s name or likeness on or in connection with items of
merchandise shall be subject to Owner’s absolute prior written approval, which may be withheld
for any reason or no reason. Without limiting the foregoing, Producer agrees to submit samples
of all licensed merchandise for the Musical to Owner incorporating Subject’s name and/or
likeness and/or merchandise for the Musical intended to create an obvious association with
Subject, which samples must be approved in writing by Owner before the merchandise is
advertised, distributed or sold. Any article submitted and to which no written objection is made
within seventy-two (72) hours after receipt of same by Owner will be deemed to have been
approved. After the requisite samples have been approved by Owner, all such merchandise must
materially conform to such a quality standard and appearance as demonstrated by the samples.
In the event there is a departure from the approved samples produced or distributed by Producer,
or in the event there is an occurrence connected with the licensed merchandise that reflects
unfavorably upon Owner, Owner may withdraw its approval, at which time this Agreement will
automatically terminate solely with respect to the type of licensed merchandise that did not
conform to the quality standards of Owner. Thereupon, Producer shall immediately cease the
use of the licensed merchandise. If there is other licensed merchandise under this Agreement not
affected by this paragraph, this Agreement will remain in full force and effect as to that other
licensed merchandise only.

(c) Owner shall receive twenty-five percent (25%) of the aggregate income
payable to the Owner and Author from the exploitation of merchandising rights in and to the

10
Musical. The parties acknowledge that the income payable to the Author (and Owner) with
respect to merchandising shall be as set forth in Section 11.05(a) of the APC.

(d) Notwithstanding the foregoing, but without limitation of Owner’s rights in

Paragraph 12(b) above, if any item of merchandise features the name and/ or likeness of Subject
then, in lieu of the compensation set forth in subparagraph 12(d) above, Owner shall receive an
amount equal to twenty-five percent (25%) of one hundred percent (100%) of the net receipts
(i.e., gross receipts less only actual direct out-of-pocket third party costs, excluding agency
commissions) derived from the sale of such merchandise and the remainder shall be divided
among Producer, Bookwriter and Music Publishers as set forth above. Unless Owner agrees
otherwise, Producer-authorized Musical-related merchandise shall be sold only at (i) venues in
which the Musical is presented, (ii) theater-specialty stores, and/or (iii) the official website of the
Musical and/or theater-specialty websites.

13. Approvals.

(a) Owner shall have the right to approve the following in Owner’s sole
discretion: (i) the Bookwriter; (ii) the musical compositions to be interpolated in to the Musical;
(iii) the composer(s) and lyricist(s) of any new musical composition(s) to be included in the
Musical; (iv) the director; (v) the choreographer; (vi) the principal cast and any replacements of
the foregoing; (vii) the Title; (viii) the logo and key artwork, and thereafter any substantial
deviations from the logo and key artwork; (ix) major advertising campaigns for the Musical
incorporating Owner’s name or likeness, and thereafter any substantial deviations from the
approved campaign; (x) any photos, likenesses and biographies of Owner; (xi) any co-producers
sharing control with Producer, licensees and assignees (other than Bookwriter); and (xii)
sponsors and sponsorships.

(b) The foregoing approvals shall be given by Owner in writing (e-mail will
be deemed sufficient for these purposes) within seventy two (72) hours of request therefore by
Producer (twenty-four [24] hours in the case of bona fide emergencies), and a failure to so
respond shall be deemed an approval. Approvals communicated by e-mail shall be deemed
acceptable.

(c) Owner shall have the right to approve the book of the Musical in Owner’s
discretion, such approval not to be unreasonably delayed, provided that the Initial Option Period
(as the same may be extended pursuant to Paragraph 3 above) shall be tolled by a period equal to
the period of time during which Owner evaluates said book.

14. Additional Composers and Lyricists. If Producer elects, subject to Paragraph

13(a) above (specifically, Owner’s approval rights), to retain one or more composers and
lyricists to write original songs for the Musical, then such composers and lyricists shall be
compensated from the Music Publisher’s share of income hereunder and Owner’s income
hereunder shall be unaffected. In no event shall the aggregate of any compensation payable at
any time to the Music Publishers and the new composers and lyricists exceed two hundred
percent (200%) of the compensation to Owner hereunder.

11
 15. Interviews.

(a) Upon Producer’s reasonable request, Owner agrees to cause Subject to be

interviewed by and to consult with Bookwriter and/or Producer, and their respective authorized
representative(s), as to the Life Story Rights and any versions thereof prepared by the
Bookwriter and/or Producer whenever reasonably required by Producer in connection with the
Musical. Owner hereby quitclaims to the Bookwriter and Producer the right to use any
information, material, ideas, incidents, events, experiences, observations and feelings disclosed
or referred to in said interviews and/or consultations (“Interview Information”) in and in
connection with the Musical. No additional compensation shall be payable for said services
and/or any use whatsoever of the Interview Information.

(b) No failure on Owner’s part to make Subject available to Producer or

Producer’s designee in accordance with sub-paragraph (a) above shall be deemed a breach of this
Agreement, provided Owner uses reasonable efforts to so make Subject available, subject to
Subject’s professional commitments.

16. House Seats. Producer shall make available to Owner _ pairs of house seats in
rows 3-13 of the center section of the orchestra (“Prime Location”) for each regular
performance of the Musical (except for theater parties and theater awards voter, benefit and
critics performances, for which only _ pairs shall be made available in Prime Location) and _
pairs of house seats in Prime Location (in lieu of the foregoing allocation) for each Official Press
Opening of the Musical. The foregoing allocation of reserved house seats shall remain in effect
for the first six (6) months of each company of the Musical, and thereafter shall be reduced to _
pairs per performance with respect to such company, all of which seats shall be in Prime
Location. All such tickets shall be made available for purchase by Owner at regular box office
prices (except for all opening night tickets, which shall be complimentary and which shall be
accompanied by complimentary opening night party passes) until ninety-six (96) hours prior to
performance. Producer further agrees to use best efforts to obtain additional house seats for
previews and openings as requested by Owner. Owner acknowledges and agrees that the theater
tickets made available hereunder cannot, except in accordance with the regulations promulgated
by the Office of the Attorney General and the State of New York or any other regulatory agency
having jurisdiction thereof, be resold at a premium, and that complete and accurate records will
be maintained by Owner, which may be inspected at reasonable times by a duly designated
representative of Producer and/or the Attorney General of the State of New York or such other
agency, with respect to the disposition of all tickets made available hereunder.

17. Right to Attend/ Travel and Living.

(a) Subject shall have the right to attend, at Producer’s expense, any and all
casting sessions, rehearsals, Try-Out Productions and any and all other events necessary for or
desirable, or reasonably related to, the exercise of Owner’s approval rights hereunder. In
addition, Subject shall have the right to be in attendance for each and every First Class
production of the Musical, commencing with the first rehearsal and continuing through the
Official Press Opening. In connection with all such periods of attendance, Subject shall receive
round trip first-class airfare (or, at Owner’s election, the cash equivalent thereof), round-trip
private ground transfers to and from all airports, a first-class hotel suite approved by Owner in
cities where Subject does not maintain a private residence and a per diem of $________ per day.

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The foregoing provisions shall be no less favorable than those applicable to the Bookwriter,
Producers or anyone else associated with the Musical.

(b) Intentionally Omitted.

18. Right to Invest/Raise. Owner shall have the right, but not the obligation, to invest
or cause third parties to invest up to fifty percent (50%) of the capitalization of the Mother
Company, on terms to be negotiated in good faith and consistent with industry standards, taking
into account both the timing and the amount of such investment. The foregoing notwithstanding:
(i) the investment terms applicable to Owner shall be no less favorable than the investment terms
offered to any other investor contributing the same or lesser amount during the same phase of
fund-raising; (ii) if Owner contributes at least twenty five percent (25%) of the aggregate
capitalization of the initial commercial production, then Owner’s investment terms shall be no
less favorable than a so-called “one-for-two” basis, meaning that for every two percent [2%] of
the adjusted net profits to which Owner (and/or Owner’s investors) is entitled as an investing
member of the Mother Company, Owner shall further be entitled to one percent [1%] of the
adjusted net profits payable out of the producers share thereof); (iii) Owner shall have the right to
invest proportionately in any subsequent companies of the Musical after the initial company on
the same terms.

19. Reservation of Rights. All rights in and to the Life Story Rights not expressly
granted to Producer hereunder are reserved to Owner including, without limitation, audiovisual
productions based on the Life Story Rights (as opposed to the Musical) and, except for the
limited rights granted to Producer hereunder, albums and merchandise.

20. Co-Producers, Licensees and Assigns.

(a) Subject to Paragraph 13(a) above, Producer shall have the right to present
the Musical alone or in association with one (1) or more co-producers, or to assign its production
rights hereunder to one (1) or more assignees and/ or licensees; provided, however, that:

(i) Owner shall have the right to approve any and all co-producers,
licensees and assigns, including without limitation licensees of foreign production rights; and

(ii) Any such assignee(s) shall assume all obligations to Owner

hereunder in writing.

(b) Producer agrees that the Broadway production of the Musical shall be
presented in association with one (1) or more experienced co-producers approved by Producer
pursuant to Paragraph 13(a) above.

(c) For purposes of clarity, Producer may assign its rights hereunder to the
Mother Company without the approval of Owner provided Producer is a managing member,
general partner, joint venturer or major shareholder of such Mother Company.

(d) Producer shall provide Owner with copies of any and all licenses and
assignments upon execution of same.

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 21. Additional Documents. Each of the parties agrees to execute and deliver to the
other any and all documents which may be reasonably requested, and which are consistent with
the terms of this Agreement, at any time, to more fully evidence the rights granted or rights
which may revert under this Agreement, or to more fully effectuate the purposes and intents of
this Agreement.

22. Representations and Warranties.

(a) Owner hereby represents and warrants that:

(i) Owner has the sole and exclusive right, title and interest to enter
into this Agreement and grant the rights in and to the Life Story Rights granted hereunder and to
furnish the services of Subject contemplated herein;

(ii) There are no contracts, commitments, licenses or commissions

outstanding relating to the Life Story Rights pursuant to which the full enjoyment or exercise of
any rights granted to Owner in this Agreement might be diminished, encumbered or impaired;
and

(iii) To the best of Owner’s knowledge, there is not now outstanding

and there has not been any claim, threatened or pending relating to the Life Story Rights or
involving the ownership or title thereof or the rights herein granted which might in any way
interfere with the full exploitation and enjoyment of the rights granted Producer hereunder.

(b) Producer acknowledges that Owner makes no representations or

warranties regarding any third party persons or entities that are references in the Life Story
Rights and Producer shall be responsible for obtaining any and all clearances, releases, consents
and/or permissions that may be necessary in connection therewith.

(c) All representations and warranties contained herein shall survive

termination of this Agreement.

23. Indemnification; Insurance.

(a) Owner agrees to indemnify and hold harmless Producer and Producer’s
successors, licensees and assigns from and against any and all costs, expenses, liabilities,
judgments or awards (including without limitation court costs and reasonable outside attorney’s
fees) arising out of any third party claims of breach by Owner of any representation or warranty
specified in this Agreement finally adjudicated (i.e., non-appealable) or settled with Owner’s
written consent. The foregoing indemnities shall survive expiration or termination of this
Agreement.

(b) Producer agrees to indemnify, defend and hold Owner and Subject
harmless from any and all costs, expenses, liabilities, judgments or awards (including without
limitation court costs and reasonable attorney’s fees) which may be incurred by Owner arising
out of any development, production or other exploitation of the Musical not arising from a
breach by Owner of any representation or warranty specified in this Agreement that is finally
adjudicated (i.e., non-appealable) or settled with Owner’s written consent. The foregoing
indemnities shall survive expiration or termination of this Agreement.

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 (c) Owner and Subject shall be added as additional named insureds on any
general liability and Errors & Omissions insurance policies relating to the Musical which
Producer elects to procure. Without limiting the foregoing, Producer agrees that it shall procure
general liability and Errors & Omissions insurance in connection with the Broadway production
of the Musical.

24. Notices and Payments. Except as otherwise provided in this Agreement, all
notices, payments or other communications (“Notices”) required or permitted by this Agreement
shall be deemed sufficiently given when delivered personally during a business day, or on the
business day of the sending of a facsimile or e-mail message (provided that the addressee has
compatible receiving equipment), or on the next business day of the sending of such Notice by
overnight mail from a nationally recognized overnight mail service.

25. Additional Services. Nothing herein contained shall prevent Producer and/or the
Bookwriter from rendering additional services in connection with any production of the Musical
or the exercise of any rights therein or from receiving compensation therefore, all of which shall
at all time be their sole and exclusive property, and Owner shall not be entitled to any share or
percentage thereof, provided Producer’s and/or Bookwriter’s compensation for such additional
services is not inconsistent with industry custom and standard and reasonably allocated.

26. No Endorsements. Producer shall not use Subject’s name and/or likeness, or
authorize others to use Subject’s name and/or likeness, in such a manner as to constitute an
endorsement of any service or product (other than the Musical).

27. No Partnership. This Agreement shall not be deemed as creating a partnership,

joint venture or fiduciary relationship between Owner and Producer.

28. Books and Records; Audit. Producer agrees to keep books and records in
accordance with generally accepted accounting principles pertaining to any proceeds derived in
connection with Musical in which Owner has an interest. Owner shall have the right to inspect
such books and records, not more than once annually, during normal business hours at the place
such books and records are normally kept on reasonable prior written notice, in order to verify
the accuracy of such books and records.

29. Force Majeure. In the event of epidemic, fire, action of the elements, strikes,
labor disputes, governmental order, act of God, public enemy, wars, riots, terrorism, civil
commotion, illness of stars or director, or any other cause beyond Producers’ control (that is
unrelated to Producer’s financial circumstances or general economic conditions), such as
breakdown of a theater’s heating or air conditioning system, whether of a similar or dissimilar
nature, any of which events of force majeure should prevent or delay the production or
presentation of the Musical, the Initial Option Period or any extensions of the Initial Option
Period, as the case may be, shall be extended for a period of time equal to the duration of the
event of force majeure. No events of force majeure shall exceed four (4) weeks in any particular
instance, or more than four (4) months in the aggregate. Producer agrees to give Owner written
notice of the commencement of any such suspension. Following the conclusion of the event of
force majeure, the suspension period shall end and Producer shall have the right to resume
production of the Musical. No event of force majeure shall excuse Producer from making timely

15
payment of the option fees and advances hereunder; such event shall only extend the time of the
option or permitted hiatus period.

30. No Waiver. No waiver by either party of any breach of any term or provisions of
this Agreement will be construed as a waiver of any preceding or succeeding breach of the same
or of any other term or provision.

31. Cumulative Rights. The parties’ various rights and remedies hereunder will be
construed to be cumulative and no one of them shall be deemed to be exclusive of any other or of
any right or remedy allowed by law.

32. Severability. If any provision of this Agreement is found invalid or

unenforceable, that provision will be enforced to the maximum extent permissible and the other
provision of this Agreement will remain in full force and effect.

33. Entire Agreement. This Agreement constitutes the entire understanding between
the parties with respect to the subject matter of this Agreement; supersedes any and all previous
agreements, written or oral; and may only be changed or amended in a writing signed by both
parties. Neither party has made any representation, warranty or agreement not expressly set forth
herein.

34. Binding Agreement. This Agreement shall be the complete and binding
agreement between the parties and their heirs, successors, executors and assigns.

35. New York Law. All matters concerning this Agreement and its validity,
performance or breach shall be governed by the laws of the State of New York applicable to
contracts wholly entered into and to be entirely performed therein.

36. Arbitration. Any disputes, claims and controversies arising out of or relating to
any provision of this Agreement, or the breach hereof, shall be settled by arbitration before a
single arbitrator in New York City, in accordance with the rules then-obtaining of the American
Arbitration Association, and the award rendered in such proceeding shall be binding and
conclusive upon the parties hereto. The parties hereby consent to the jurisdiction of the Supreme
Court of the State of New York for the purpose of enforcing this arbitration agreement and
proceeding to entry of judgment on any award.

37. Construction. This Agreement will be construed and interpreted fairly, in

accordance with the plain meaning of its terms and there will be no presumption or interference
against the party drafting this agreement in construing or interpreting its provisions.

38. Headings. The headings contained in this Agreement are for convenience only,
and they shall not affect the construction of any provisions hereof.

16
 39. Execution. This Agreement may be executed in counterparts which, taken
together, shall constitute a fully integrated and binding contract. For the purposes of execution, a
facsimile signature or a signature otherwise scanned and transmitted electronically by computer
file (e.g., .PDF, .GIFF, .JPEG, .TIFF, .BMP, etc.) shall be deemed as valid as an original.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
written above.

OWNER

By: ________________________________
Its: ________________________________

ACCEPTED AND AGREED INSOFAR AS

RELATED TO THE SERVICES TO BE
PROVIDED BY ME HEREUNDER:

_________________________________
SUBJECT
PRODUCER

By: ________________________________
Its: ________________________________

17
 EXHIBIT A

Additional Territories

Upon the first first-class official press opening of the Play in a Broadway theater,
Producer shall acquire all rights in the Additional Territories (as defined in Section 9.03 of the
APC) set forth in the APC and on such terms and conditions as set forth in the APC. In addition:
(a) and provided that Producer has vested in the United States, which for
purposes of this Paragraph shall require an Official Press Opening on Broadway, Owner, to the
extent of Owner’s interest herein, hereby grants to Producer the sole and exclusive option to
produce the Play alone or in association with or under lease or license to other producer(s) in any
language in performances which are the supplemental territory equivalents of First Class
Performances (as defined in the APC) in the United States in one or more of the following ten
(10) “Supplemental Foreign Territories”:

(i) Japan

(ii) Far East (China, Hong Kong, Taiwan, Korea, Indonesia,

Singapore, Cambodia, Vietnam, Malaysia, Thailand, and the Philippines)

(iii) German Speaking Territory (Germany, Austria, Switzerland,

Liechtenstein)

(iv) Scandinavia (Finland, Sweden, Norway, Denmark)

(v) Belgium/Netherlands/Luxembourg/France

(vi) Spain/Portugal/Italy/Andorra

(vii) Israel

(viii) South Africa

(ix) Latin America (Mexico, Belize, Costa Rica, Cuba, El Salvador,

Guatemala, Haiti, Honduras, Nicaragua, Panama, Argentina, Bolivia, Brazil, Chile, Colombia,
Dominican Republic, Ecuador, French Guyana, Guyana, Paraguay, Peru, Uruguay, Venezuela)

(x) Eastern Europe (Albania, Bulgaria, Czech Republic, Greece,

Turkey, Hungary, Poland, Romania, Russia and the countries formerly contained in the U.S.S.R.
and the former Yugoslavia and their successors).

(b) The foregoing options shall be exercised if at all by Producer by payment

by Producer to Owner, Bookwriter and Music Publishers (collectively, the “Aggregate Author”,
of which Owner shall be deemed a twenty-five percent [25%] member) of the amount set forth in
Paragraph (d) below with respect to each Supplemental Foreign Territory, which amount shall in
each instance constitute a non-refundable advance against royalties payable to the Aggregate

18
Author with respect to performances of the Play in such Supplemental Foreign Territory and
shall be paid not later than on the following schedule:

Thirty percent (30%) of such amount at the conclusion of six (6)

months following the Official Press Opening of the Play in New
York City (the “Opening”);

Thirty percent (30%) of such amount at the conclusion of nine (9)

months following the Opening;

Forty percent (40%) of such amount at the conclusion of twelve

(12) months following the Opening.

Notwithstanding the foregoing schedule of payments, the entire amount shall be payable not later
than the date of the first paid public performance of the first production in the Supplemental
Foreign Territory to which the payments apply, or, if Producer or any affiliate, employee or
agent of Producer has received (or received credit for) payments which would cover two hundred
percent (200%) of the amounts owed to the Aggregate Author, promptly after receipt of such
funds. Producer shall notify the Aggregate Author in writing concerning receipt of third-party
advances promptly after receipt.
(c) Payment of any advance shall not obligate Producer to make the
remaining payments, it being understood however that Producer’s rights in respect of any
applicable Supplemental Foreign Territory shall automatically terminate on Producer’s failure to
pay any advance amounts for such Supplemental Foreign Territory as provided.

(d) The advances are as follows:

(i) Japan $
(ii) Far East $
(iii) German Speaking Territory $
(iv) Scandinavia $
(v) Belgium/Netherlands/Luxembourg/France $
(vi) Spain/Portugal/Italy/Andorra $
(vii) Israel $
(viii) South Africa $
(ix) Latin America $
(x) Eastern Europe $

Payments to the Aggregate Author pursuant to this Exhibit A shall be allocated among
them pro rata on the basis of their respective pre-Recoupment share of GWBOR payable for the
underlying rights, book, music and lyrics of the Play for the initial first-class production of the
Play.
(e) Notwithstanding the foregoing, in the event that Producer receives (and/or
any amount is credited to, or paid on behalf of, Producer or any affiliate of Producer, and/or any
consideration is otherwise granted to or on behalf of Producer) from any Supplemental Foreign
Territory an advance against its license fee in an amount greater than two hundred percent
(200%) of the foregoing advance payable to the Aggregate Author with respect to that
Supplemental Foreign Territory, Producer shall promptly following receipt pay to the Aggregate

19
Author (or credit to the Aggregate Author, in the event and to the extent that such 50% is
unavailable for payment) as an additional advance fifty percent (50%) of the excess over such
two hundred percent (200%).

(f) Unless Producer presents the first paid public performance of the Play in a
Supplemental Foreign Territory within three (3) years of the official press opening of the Play on
Broadway, Producer’s exclusive rights to present the Play in such Supplemental Foreign
Territory shall automatically terminate, except that if Producer has presented at least three
separate companies of the Play anywhere in the world within said 36-month period, Producer
shall have the right to extend (for an added consecutive period of eighteen (18) months) its
exclusive rights in any additional Supplemental Foreign Territories in which Producer has not
yet presented the Play by paying to the Aggregate Author, prior to the expiration of said three-
year period, as an additional non-returnable advance against royalties, an amount equal to twice
(200%) of the advance set forth in Paragraph (d) for each such Supplemental Foreign Territory in
which Producer desires to extend its rights.

(g) If a production produced or co-produced by Producer in any Supplemental

Foreign Territory hereunder has run at least twenty-one (21) paid public performances,
subsequent productions within such Supplemental Foreign Territory (which are the Supplemental
Foreign Territory equivalents of First or Second Class (as defined in the APC) productions in the
Territory) presented after the expiration of Producer’s rights to present the Play in such
Supplemental Foreign Territory shall be deemed to be Revival Performances pursuant to Section
11.01(g) of the APC, except that Producer’s participation period shall be thirty (30) years instead
of forty (40) years.

(h) The royalty payable to Aggregate Author for performances of the Play in
each Supplemental Foreign Territory shall be seven percent (7%) of GWBOR, said royalty not
shared with Producer or translator or any third party (except agent(s) of the Aggregate Author),
except as the Aggregate Author may elect. Where Producer leases or licenses the Play but does
not produce or co-produce the Play (i.e., Producer has no substantial voice in the management of
the production or financial contribution to the production), the following shall apply:

1. If that portion of the license fee to the Producer

which is calculated as a percentage of GWBOR exceeds
three percent (3%), then any excess over the ten percent
(10%) payable to the Aggregate Author and Producer in the
aggregate (i.e., seven percent (7%) to the Aggregate
Author, three percent (3%) to Producer) shall be shared
between the Aggregate Author and the Producer in a 7:3
ratio with respect to the first 1.5% over ten percent (10%),
and equally thereafter (i.e., one-half to the Aggregate
Author and one-half to Producer).

2. Nothing shall preclude Producer from negotiating a

percentage of profits for the Producer as part of a license
fee, provided that any such profit participation in excess of
ten percent (10%) of the profits shall be divided as follows:
forty percent (40%) to Aggregate Author, sixty percent

20
 (60%) to the Producer. Producer shall furnish to Owner
copies of agreements, accountings and statements relating
to any such profit participation promptly following receipt
by Producer.

(i) Owner shall have approval over any licensee, assignee, or lessee in
connection with any production which Producer does not produce or co-produce. For purposes
of this Paragraph (i), a production produced or co-produced by Producer shall mean a production
in which the Producer (or another entity in which either Producer or any of its principals or
companies controlled by any of their principals is a principal) has a material interest involving
material risk of loss on the production. If Owner has not granted its written approval with
respect to any co-production, Producer shall provide Owner notice of Producer’s investment and
risk of loss in such co-production together with that documentation bearing thereon.

(j) The advances paid with respect to each Supplemental Foreign Territory
shall be recoupable from the first dollar of royalties otherwise paid to the Aggregate Author with
respect to such Supplemental Foreign Territory.

(k) The contract between Producer and the Supplemental Foreign Territory
producer or manager shall require the Play to be produced in the manner and on all of the terms
provided in this Agreement Owner shall receive full and complete copies of all contracts relating
to productions in the Supplemental Foreign Territory promptly following execution thereof. If a
contract has not been executed prior to the first rehearsal, Producer shall furnish Owner with the
most recent draft.

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