PRODUCER AGREEMENT

This Agreement (the “Agreement”) is made as of May 25, 2023 (the “Effective Date”) by and between
Pink Flags LLC, with an address at 1910 Thomes Avenue, Cheyenne, WY 82001-3527 (“Company”) and Cronin
Cullen (“Producer”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and
intending to be legally bound, Company and Producer (each a “Party,” and collectively, the “Parties”) agree as
follows:

1.0 Producer Services. Company hereby engages Producer as a producer and co-executive producer of the motion
picture short currently entitled Pink Flags (the “Picture”). Producer shall personally render all services
customarily rendered by producers and co-executive producers in the motion picture industry with respect to
the pre-production, production, and post-production through delivery of the Picture as required by Company,
including, the following:

1.1. Development. Producer shall assist in the preparation of the budget and schedule for the Picture (to be
approved by Company), assist in procuring legal and financial advice in connection with the Picture,
assist with engaging cast, crew, and vendors on behalf of Company, provide feedback on developmental
drafts of the script, and assist with scouting locations.

1.2. Financing. Producer shall assist in securing financing for the Picture, maintaining investor relations and
communications with any investor(s), and using reasonable good faith efforts to ensure contractual
obligations with investors are upheld.

1.3. Pre-Production. Producer shall assist in all aspects of pre-production, including hiring crew,
supervising other associate and co-producers, finding office space for the production office, casting
principals, day players, and background, scouting locations, negotiating and managing crew and cast
contracts, negotiating departmental budgets, script revisions, finalizing shooting schedule, and
negotiating contracts with equipment, film, lab, and post-production facilities, and any other tasks
customary to pre-production (collectively, “Pre-Production”).

1.4. Principal Photography. Producer shall use reasonable, good faith efforts to assist Company to keep the
production of the Picture on budget and on schedule during principal photography, as well as any tasks
customary to production (collectively, “Principal Photography”).

1.5. Post-Production. Producer shall be engaged, at Company’s request, in assisting with the hiring of post-
production crew, negotiating contracts with post-production facilities, retakes and pickup days, if any,
overseeing the post-production of the Picture through delivery of an answer print thereof, assisting in
securing distribution, film festival fun, and in marketing of the Picture, and assisting in the coordination
of deliverable materials for distributor(s) (collectively, “Post-Production”).

1.6. Picture Specifications. It is understood and agreed that the Picture shall be produced and delivered in
accordance with:

1.6.1. the screenplay entitled Pink Flags written by Misha Calvert (the “Screenplay”);

1.6.2. Company’s approved budget for the Picture (“Budget”), which Budget shall not exceed
U.S.$50,000, subject to overages as expressly approved in writing by Company;

1.6.3. the approved production and post-production schedules for the Picture; and

1.6.4. the approved specifications for the Picture, as follows: (i) the Picture shall have a running
time of not less than five (5) minutes, and not more than twenty (20) minutes; (ii) in the event
 the Picture is submitted for an MPAA rating, the Picture shall have an MPAA rating no more
restrictive than “R”; (iii) the Picture shall be intended for release as a theatrical motion picture
short, subject to the approved Budget; and (iv) the Picture shall be substantially in the English
language.

1.7. For the avoidance of doubt, all business and creative decisions in connection with the Picture shall
be subject to the final approval of Company. The matters subject to such rights of approval shall
include, without limitation, the following: all key elements of Pre-Production, Principal
Photography, and Post-Production, including, without limitation, finalizing the Budget, finding
office space for the production office, casting principals and day players, scouting locations, negotiating
crew and cast contracts, negotiating departmental budgets, script revisions, finalizing shooting
schedule, negotiating contracts with equipment, film, lab, and post-production facilities, the line
producer, director, unit production manager, all writers, all principal cast members, the final
Screenplay (and any changes thereto), the title, director of photography, set and costume designers,
art director, music composer, production manager, editor, production designer, production
accountant, key crew members and all replacements and substitutions therefor, post-production crew,
negotiating contracts with post-production facilities, retakes, if any, overseeing the post-production of
the Picture through delivery of an answer print thereof, assisting in securing distribution, and in
marketing of the Picture, and assisting in the coordination of deliverable materials for distributor(s).
Producer shall assist in the production of the Picture in accordance with the Budget (subject to any
overages expressly approved by Company) and shall incur no additional expenses on behalf of
Company or the Picture other than those contemplated in the Budget, and any overages expressly
approved by Company, if any. Furthermore, it is understood and agreed that, as between Producer
and Company, Company shall have final cutting authority in connection with Picture.

2.0 Exclusivity. Producer’s services contracted for herein shall be on a non-exclusive, first priority basis to
Company during the Pre-Production and Post-Production periods. Producer’s services shall be on an exclusive
basis to Company during Principal Photography.

3.0 Term. Producer’s services hereunder shall continue through the completion of services more fully described
in paragraph 1 above (collectively, the “Term”). The Parties hereby acknowledge that the Term of Producer’s
employment hereunder is not guaranteed.

4.0 Meaningful Consultation. Producer shall have a right of meaningful consultation with respect to all creative,
financial, and business elements in connection with the Picture, including the Screenplay, cast, department
heads, locations, budget, post-production, schedule, overages, sales, and distribution; provided, however,
that to the extent there is any disagreement between Producer and Company, the decision of Company shall
be final and binding.

5.0 Compensation. As full and complete consideration for Producer’s services and Producer’s undertakings
hereunder and for all rights granted to Company hereunder, and subject to Producer’s full material
compliance with the terms and conditions of this Agreement, Company agrees to pay the following:

5.1. Fixed Compensation: Provided the Budget is financed in full with readily available funds and
Producer is not in material uncured breach of this Agreement, Producer shall be paid the sum of
Two Thousand Five Hundred Dollars ($2,500) (“Fixed Compensation”). Producer hereby
acknowledges that Producer’s Fixed Compensation is payable to Producer as follows: fifty percent
(50%) upon completion of Principal Photography of the Picture; and fifty percent (50%) upon
delivery of the Picture.

5.2. Company and Producer hereby mutually acknowledge that the Fixed Compensation as hereinabove
specified is a “flat fee” and Producer shall not be entitled to any additional and/or so-called
“overage” compensation for any services rendered by Producer. Producer acknowledges that Fixed

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 Compensation hereunder is full and equitable remuneration for any rental, lending, and similar
rights.

6.0 Ownership. Company is under no obligation to utilize Producer’s services, including, without limitation,
producing services, or the results and proceeds thereof. The results and proceeds of Producer’s services
hereunder in connection with the Picture shall be deemed a work-made-for-hire specifically ordered or
commissioned by Company under all applicable copyright laws. Company shall exclusively own all now
known and/or hereafter existing rights of every kind throughout the universe, in perpetuity and in all
languages, pertaining to such results and proceeds in and to the Picture, and all elements therein, for all
now known and/or hereafter existing uses, media, and forms, including, without limitation, all copyrights.
If any of the work product hereunder is determined to not be a work-made-for-hire, Producer hereby assigns
to Company in perpetuity, all right, title, and interest in and to such work product, including without
limitation, all copyrights in the work product (and all renewals and extensions thereof).

7.0 Moral Rights. Notwithstanding anything to the contrary contained in this Agreement, Producer agrees that
Company shall have the unlimited right to vary, change, alter, modify, and add to and delete from the results
and proceeds of Producer’s services hereunder. Producer hereby waives the benefits of any provision of
law known as “droit moral” and/or “moral rights” or any similar law in any jurisdiction of the universe and
hereby agrees not to institute or support, maintain, or permit any action or lawsuit on the grounds that the
Picture or any other film and/or soundtrack and/or any other ancillary, subsidiary, related, or other product
produced or exploited by Company violates any of Producer’s rights or is in any way a defamation or
mutilation of the product of Producer’s services and/or the Picture. Without limiting the foregoing, Producer
hereby irrevocable assigns, licenses, and grants to Company, exclusively, throughout the universe, and in
perpetuity, the rights, if any, of Producer to authorize, prohibit, and/or control the renting, lending, fixation,
reproduction, and/or other exploitation of the Picture (or any rights therein) by any media and means now
known or hereafter devised as may be conferred upon Producer under applicable laws, regulations, and
directives, including, without limitation, any so-called “Rental and Lending Rights” pursuant to any
European Economic Community (“EEC”) directives and/or enabling or implementing legislation, laws, or
regulations enacted by the member nations of the EEC.

8.0 Insurance. Producer shall be covered as additional insured on any general liability and errors and omissions
insurance policy(ies) that Company obtains in connection with the Picture during customary periods of
coverage, subject to the limitations, restrictions, and terms of said policy(ies).

9.0 Credit. Provided that Producer is not in uncured material breach of Producer’s obligations hereunder,
Producer shall be entitled to receive credit on the Picture as follows:

9.1. On-Screen Producer Credit: Producer shall be accorded Producer credit on all positive prints of the
Picture on a shared card in the main titles (or the end titles if no other producer credits are accorded
in the main titles) on screen in a size and font no less favorable than that accorded to any other
producers of the Picture. All other aspects of such Producer Credit shall be within the sole control
and discretion of Company.

9.2. On-Screen Co-Executive Producer Credit. Subject to Producer raising and/or contributing at least
Ten Thousand U.S. Dollars (US$10,000) towards the budget of the Picture, on all positive prints of
the Picture, on screen, in the main titles (or in the end titles if no main titles are used), Producer shall
be accorded Co-Executive Producer credit. All other aspects of such credit shall be determined in
Production Company’s sole discretion. For the avoidance of doubt, Producer shall not be entitled
to any compensation, rights, or benefits (other than credit) as co-executive producer.

9.3. Paid Ads. Subject to Company’s and each distributor’s customary exceptions and exclusions,
Producer shall receive the Producer Credit in the billing block of all Paid Ads. All other aspects of
such credit shall be within the sole control and discretion of Production Company.

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 9.3.1. Paid Ads Definition. “Paid Ads,” as the term is used above, shall include, but are not
limited to, where the billing block appears, if any, in one-sheets, billboards, websites,
videocassettes and DVD packaging, soundtrack packaging, and half-page or larger print
advertisements in the Variety, NY Times, LA Times and/or Hollywood Reporter and
magazines, premiere invitations, and special award advertisements (other than in award,
congratulatory or nomination ads naming only the honoree(s)). Notwithstanding the
foregoing, Paid Ad credits shall be subject to each distributor’s customary exceptions and
exclusions.

9.4. No casual or inadvertent failure of Company, or failure of any person or entity other than Company,
to comply with the credit provisions of this Paragraph shall constitute a breach of this Agreement
by Company and Producer hereby recognizes and confirms that in the event of a failure to comply
with the provisions of this Paragraph, the damages, if any, caused Producer by Company are not
irreparable or sufficient to entitle Producer to injunctive or other equitable relief. Company shall
use its reasonable efforts to subsequently cure the failure to comply with the provisions of this
Paragraph.

10.0 Accommodations & Expenses. Producer acknowledges and agrees that he will be solely responsible for
arranging and paying for his travel, accommodations and living expenses in connection with his services
hereunder. Company will reimburse Producer for reasonable, documented, third-party expenses that
Company has pre-approved in writing (email to suffice).

11.0 Premieres/Festivals. Producer shall be provided with one (1) ticket to all celebrity premieres and festival
screenings of the Picture (Sundance, SXSW, Cannes, Tribeca). In the event that expenses in connection
with festivals and/or premieres are paid by distributor(s) of the Picture and/or Company, Producer shall be
entitled to travel and accommodations on a basis no less favorable than that provided to any other person
in connection with the Picture other than cast members and Misha Calvert.

12.0 Warranties and Representations. The Parties hereby warrant and represent that they are under no disability,
restriction, or prohibition with respect to their right to execute this Agreement and perform its terms and
conditions.

12.1. Warranties and Representations of Company. Company hereby warrants and represents to Producer
that Company has the full right and authority to enter into this Agreement.

12.2. Company hereby agrees to indemnify Producer and hold Producer harmless from and against any
and all losses, costs, liabilities, damages, and claims arising from Company’s development,
production, distribution, or exploitation of the Picture and not arising out of a breach by Producer
of any of Producer’s representations, warranties, or agreements hereunder and/or Producer’s actions
or failure to act.

12.3. Warranties and Representations of Producer. Producer hereby warrants and represents to Company
that:

12.3.1. All material or work product submitted by Producer to Company shall be wholly original
with Producer and shall not, to the best of Producer’s knowledge, infringe upon or violate
the rights of any other person and/or entity;

12.3.2. Producer has the full right, power, and authority to enter into this Agreement and grant
Company all the rights herein provided for; and

12.3.3. Producer will not divulge or make known to any person and/or entity any matters of a
confidential nature pertaining to the Picture and/or Company’s business.

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13.0 Suspension and Termination. Any or all of Producer’s services and the accrual of compensation hereunder
shall be suspended upon written notice to Producer during all periods when:

13.1. Disability. Producer is unable to perform Producer’s obligations hereunder by reason of mental or
physical disability (including the death of Producer) (“Disability” or “Disabled”).

13.2. Default. Producer fails, refuses, or neglects to comply with any of Producer’s obligations hereunder
or (directly or through any representative) states an intention to do so (“Default”), provided,
however, that Producer shall have a period of seventy-two (72) hours (or twenty-four (24) hours
during Principal Photography on the Picture) from the date of written notice from Company
detailing such Default to cure such Default.

13.3. Force Majeure. If as a result of any act of God; war; accident; epidemic/pandemic; fire; strike;
terrorism; lock-out or other labor controversy; riot; civil disturbance; act of public enemy; law,
enactment, rule, restraint, order or act of any governmental instrumentality or military authority,
failure or inability to obtain any necessary permit or license, failure of technical facilities; inability
to obtain sufficient labor, technical or other personnel (including, without limitation, cast, crew
members); failure, delay or reduction in transportation facilities or water, electricity or other public
utilities; death, disability, disfigurement, or unavailability of or inability to obtain life, accident, cast,
or health insurance for, a principal member of the cast, the director, any other producer or key crew
member or inability to obtain visas, labor permits or other governmental licenses for any such
persons; or other cause not reasonably within Company’s control or which Company could not by
reasonable diligence have avoided, Company is interrupted or prevented in the development or
production of the Picture or Company’s normal business operations become commercially
impracticable (“Force Majeure”).

13.4. Effect of Suspension. If any such Force Majeure, Disability, or Default should occur prior to the
commencement of Principal Photography, the commencement of Principal Photography may be
postponed by Company for a period equal to the duration of such Force Majeure, Disability, or
Default and such postponement shall not be deemed a suspension of this Agreement or Producer’s
services hereunder; provided, that Company may reduce the period of postponement in its own
discretion upon notice thereof to Producer. Any suspension shall be for the duration of any such
Force Majeure, Disability, or Default plus such reasonable period of time as may be deemed
necessary by Company to commence or recommence pre-production, production, or post-
production of the Picture. A suspension shall not relieve Producer of any of Producer’s obligations
to perform hereunder.

13.4.1 Such suspension shall continue until the cessation of the event giving rise to the suspension
and for such additional period as Production Company may reasonably require to reschedule
Producer’s services or recommence development or production of the Picture.

13.5. Termination Rights. Except with respect to Disability, Default, or Force Majeure, Company shall
not have the right to terminate Producer’s services at will.

13.5.1. Company’s Termination Right: If a Force Majeure event continues for a period in excess
of eight (8) consecutive weeks or upon a Default or Disability, Company shall have the
right, upon written notice to Producer, to terminate this Agreement.

13.6. If Company terminates this Agreement in connection with the foregoing, Company shall be released
and discharged from any liability or obligation whatsoever to Producer hereunder; provided,
Producer shall be entitled to receive that portion of the Fixed Compensation that has previously
accrued and become payable to Producer pursuant to this Producer Agreement for services rendered
by Producer prior to the date of such termination. The foregoing shall in no way limit any other
remedy that Company may have against Producer. In the event of termination, Company’s
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 indemnification and insurance obligations to Producer shall survive.

14.0 Assignment. Producer acknowledges that the personal services to be rendered by Producer hereunder are of
the essence of this Agreement and agrees that Producer shall not assign this Agreement, in whole or in part, to
any person or entity. Company shall have the right to assign this Agreement or any part hereof, and shall
be relieved of its obligations hereunder, if such assignee is a studio, network, or so-called mini-major or
other similarly financially responsible entity, that assumes the terms, conditions, and obligations of this
Agreement in writing.

15.0 Indemnification. The Parties shall indemnify and hold each other harmless against any and all liability,
damages, costs, and expenses, including reasonable outside attorneys’ fees and costs, in connection with
either Party’s actual or threatened breach of this Agreement and/or any of each Party’s representations and
warranties made herein.

16.0 Confidentiality/No Publicity.

16.1. Confidentiality. Producer agrees not to divulge or make known to any person or entity any confidential
information obtained by them pertaining to the Picture and/or Company’s business, including
information pertaining to the identity of financing sources for the Picture, the terms of financing of the
Picture, the budget of the Picture, terms of this Agreement, terms of any and all agreements pertaining
to the Picture, and all information regarding the story, treatments, and screenplay for the
Picture. Notwithstanding the foregoing, Producer shall have the right to disclose this Agreement to
Producer’s professional advisors only so long as such individuals likewise agree to the restrictions set
forth herein or to the extent necessary to comply with the law or the valid order of a court of competent
jurisdiction, in which event Producer shall so notify Company and shall seek confidential treatment of
such information. Producer shall not issue, release, authorize, or in any way participate in any publicity,
press releases, interviews, advertisements, or promotional activities relating to Company, its employees,
parent companies and/or affiliates, the Picture or Producer's services hereunder without the prior written
consent of Company, except personal publicity following the commercial release of the Picture in which
the Picture is only incidentally mentioned ("Personal Publicity"). No publicity issued by Producer,
whether Personal Publicity or otherwise, shall contain derogatory mention of Company, its employees,
parent companies and/or affiliates, the Picture or the services of Producer or others in connection with
the Picture. The term "Confidential Information" shall not include information that is or becomes
generally available to the public other than as a result of a disclosure by Producer or Producer’s
representatives.

16.2. Personal Information. Producer agrees not to divulge or make known to any person or entity any
business and/or personal affairs information obtained by them pertaining to the personal matters
concerning production personnel (e.g., producers, actors, writers, etc.) and acknowledge that any such
disclosure will result in an invasion of such individuals’ right of privacy, which privacy Producer
acknowledges such persons are entitled to maintain.

17.0 Representation By Counsel. The Parties acknowledge and agree that they have been represented by
independent counsel or have had the opportunity to be represented by independent legal counsel of their
own choice for purposes of advising them in connection with the negotiation and execution of this
Agreement. If any Party has not been represented by independent legal counsel of its own choice for
purposes of advising such Party in connection with the negotiation and execution of this Agreement, such
Party acknowledges and agrees that the other Party has advised such party to obtain independent legal
representation and that such Party’s failure to be represented by independent legal counsel in connection
with such Party’s negotiation and execution of this Agreement was determined solely by such Party, without
any interference by the other Party or any other person. Each Party waives any claim or any defense to the
full enforcement by the other Party of this Agreement based on the lack of independent, competent, or
experienced legal representation.

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18.0 Code of Conduct. If Producer should fail, refuse or neglect to govern Producer’s conduct with due regard
to social conventions and public morals and decency, or commit any act which brings Producer into public
disrepute, scandal, contempt or ridicule or which shocks, insults or offends a substantial portion or group
of the community or reflects unfavorably on Producer, the Picture, or Company, then Company may, in
addition to and without prejudice to any other remedy of any kind or nature set forth herein, terminate
Producer’s services under this Agreement and delete any credit theretofore given in connection with the
Picture.

19.0 Covid Policies. As a material term hereof, Producer agrees to cooperate with Company’s inquiries related
to public health matters and to follow Company’s instructions, rules, and processes, including, but not
limited to, sanitizing any equipment, wearing appropriate protective gear, submitting to testing and/or
temperature checks, and following processes or disclosures recommended or required by public health
authorities to protect the health and safety of Company’s personnel and others.

20.0 Name and Likeness. Company is hereby granted the right to use the name, approved likeness, and approved
biography of Producer in connection with the advertising, publicizing, and exploitation of the Picture and/or
any other use or exploitation of any of the rights herein granted to Company.

21.0 No Equitable Relief. In the event of a breach of this Agreement, Producer’s remedies shall be limited solely
to an action at law for monetary damages actually suffered, if any. In no event shall Producer be entitled to
(a) seek to or obtain injunctive or other equitable relief in connection herewith or with the Picture (or any
rights therein, thereto, or in connection therewith) or any rights granted or agreed to be granted herein, or
(b) restrain or otherwise interfere with the development, production, exhibition, promotion, distribution,
advertising, and/or other exploitation of the Picture, any rights therein, thereto, and/or in connection
therewith, or any rights granted or agreed to be granted herein.

22.0 Notices. Any and all notices pertaining hereto shall be in writing. Any such notice and any payment due
hereunder shall be served by delivering said notice or payment personally or by sending it by mail or express
delivery addressed as follows (or as subsequently designated in writing):

To Company: To address first set forth above

With copies to: Gray Schwartz LLP

To Producer: Cronin Cullen

23.0 Miscellaneous. This Agreement (including any attachments and exhibits) shall be interpreted in accordance
with the laws of the State of New York, applicable to agreements executed and to be wholly performed
therein without regard to such state’s conflict of laws principles. This Agreement contains the entire
understanding of the Parties relating to its subject matter. No change or modification of this Agreement
will be binding upon either Party unless it is made by a written instrument signed by both Parties. A waiver
by either Party of any provision of this Agreement in any instance shall not be deemed to waive such
provision for the future. All remedies, rights, undertakings, and obligations contained in this Agreement
shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or
obligation of either Party. Should any provision of this Agreement be determined to be void, it shall not
affect the validity of any other provision of this Agreement. This Agreement may be executed in
counterparts, all of which together shall constitute a single agreement. Execution of this Agreement may be
via PDF, facsimile and/or other electronic signature, all of which shall be deemed an original and be binding
and enforceable.
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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized
representatives with full rights, power, and authority to enter into and perform this Agreement.

Pink Flags LLC Producer

__________________________________ __________________________________
By: Misha Calvert, Authorized Signatory Cronin Cullen