tess-as

c *

1C2C.01

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

20

.21

22

23

•24

25

26

27

28

Greene Broiilet & Wheeler, LLPLAWYERS

100 WILSHIRE BOULEVARD. SUITE 2t00P.O. BOX 21 31

SANTA MONICA. CALIFORNIA 90407-2(31TEL (310) 576-1200FAX. (310) 576-1220

SCOTT H. CARR, State Bar No. 156664CHRISTIAN T.F.NICKERSON, State Bar No. 281084

Attorneys for Plaintiff

(SPACE BELOW FOR FILING STAMP ONLY)

Superior Court of CaliforniaCounty, ofLos Angeles

JAN 09 2014:ive Officer/Clerk

Sherri R-Cai

By.Deputy

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

NATE BOLOTIN, an individual;

Plaintiff,

vs.

THEJOHNSON-ROESSLER COMPANY, aCalifornia limited liability company; ACT 4ENTERTAINMENT, LLC, a California limitedliability company, and DOES 1through 50,inclusive,

Defendants.

CASE NO.

COMPLAINT FOR DAMAGES

1. BREACH OF CONTRACT2. TORTIOUS INTERFERENCE WITH

CONTRACTUAL RELATIONS

DEMAND FOR JURY TRIAL

BC53-2847

COMES NOW the Plaintiff, and for causes of against Defendants, and each of them,alleges as follows:

GENERAL ALLEGATIONSjn x> -d rnr> -;r „, ,--,1. The true names and/or capacities, whether individual, plural, corporate, IJafjri&liip,< 2? -TJ XI

associate or otherwise, of Defendants, DOES 1through 50, inclusive, areluft?oia%"Piintiff :c? z x o .: .; ' '

who therefore sues said Defendants by such fictitious names. IT "" £ 2 o

2. The full extent of the facts linking such fictitiously sued Defendants with thecals!; ofaction alleged herein is unknown to Plaintiff. Plaintiff is informed and believes, and hereupon

2 tv<

1-

Complaint for Damages

*T *T Vit CJQ O o yt

O O O oo o o o

',4I—*

o

X

3 o3 I'll o>

• * m

03oCI< <l

'»

-•!

Ui <M

-* N.UJ oLU •»;r t- o5 «•> a>

c<S x Oti ° <

d()2o „ oa: a s

UJz

11!££

O

z<

fv i

1C2C.01

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

alleges, that each ofthe Defendants designated herein as aDOE was and is negligently, or in some

other actionable manner, responsible for the events and happenings hereinafter referred to, and

thereby negligently, or in some other actionable manner, proximately caused the hereinafter

alleged injuries and damages to the Plaintiff. Plaintiff will hereafter seek leave of Court to amend

this Complaint to show the Defendants' true names and/or capacities after the same have been

ascertained.

3. Plaintiff is informed and believes, and thereupon alleges, that at all times mentioned

herein, Defendants, and each ofthem, including DOES 1through 50, inclusive, and each ofthem,

were the agents, servants, employees, and/or joint venturers oftheir co-Defendants, and were, as

such, acting within the course, scope and authority of said agency, employment and/or joint

venture, and that each and every Defendant as aforesaid, when acting as aprincipal, was negligent

in the selection and hiring ofeach and every other Defendant as an agent, employee, and/or joint

venturer, and that each Defendant, by and through its officers, directors and/or managing agents,

authorized, ratified and/or otherwise approved the acts of the remaining Defendants and/or said

officers, directors, and/or managing agents participated in said acts by the Defendants, and each of

them.

4. At all times mentioned herein, Plaintiff, NATE BOLOTIN, was and is an individual

residing in the Countyof Los Angeles, Stateof California.

5. Plaintiff is informed and believes, and thereupon alleges, that at all times mentioned

herein, Defendant THE JOHNSON-ROESSLER COMPANY ("JOHNSON-ROESSLER") was,

and now is, aCalifornia Limited Liability Company organized and existing under and by virtue of

the laws ofthe State ofCalifornia, and that said defendant was, and now is, authorized to do, and

is doing business in the State of California, and that said defendant has regularly conducted

business in the State of California, and that defendant's principal place of business is located

within the State of California.

6. Plaintiff is informed and believes, and thereupon alleges, that at all times mentioned

herein, Defendant ACT 4 ENTERTAINMENT, LLC ("ACT 4") was, and now is, a California

Limited Liability Company organized and existing under and by virtue of the laws of the State of

-_2_-Complaint for Damages"

of ?Ul <M

ui S

> J2 *

X

1

2

3

4

5

6

7

8

9

10

11

12

13

14«* X °

dOZO qJ Oa: a 2

¥ 15

UJzUiUIo;

O

z

1C2C.01

16

17

18

19

20

21

22

23

24

25

26

27

28

California, and that said defendant was, and now is, authorized to do, and is doing business in the

State of California, and that said defendant has regularly conducted business in the State of

California, and that defendant's principal place of business is located within the State of

California.

•7. Plaintiffis uncertain of the exact form of business entity under which DOES 1 through

50, inclusive conduct business, whether coiporate, partnership, proprietorship, association, or

otherwise, and Plaintiff will seek leave of Court to amend the Complaint to state the exact form of

legal entity under which said Defendants do business when the same have been ascertained.

8. At all relevant times herein, Plaintiff NATE BOLOTIN was and is a creative artist and

producer.

9. Plaintiff NATE BOLOTIN initially conceived the concept for the "American Psycho"

musical (hereinafter referred to as the "PROJECT"). On or about June 1, 2007, Plaintiff pitched

the PROJECT to, and ultimately entered into an agreement to work on the PROJECT with, The

Collective Management Group (hereinafter referred to as "The Collective"). After entering into

this agreement, Plaintiff worked diligently to see the PROJECT come to fruition.

10. On or about June 3, 2008, Plaintiff entered into a separation agreement with The

Collective, whereby Plaintiff would receive seventy-five percent (75%) of all revenue derived

from the Collective's interest in the PROJECT (hereinafter referred to as the "Separation

Agreement"). Specifically, the Separation Agreement provided that: "Employee shall be entitled

to continue pursue (sic) the project currently entitled 'American Psycho' with no obligation to

Company; provided that Employee shall pay to Company (or Company's designated entity)

twenty-five percent. (25%) of one hundred percent (100%) of all amounts received by Employee

(or his assignees, designees, or affiliated entity(ies)) arising in any way from the 'American

Psycho' project. Employee will pay all such amounts within five (5) business days after

Employee's (or his assignee's, designee's, or affiliated entity's) receipt of each applicable

payment of such amounts." Plaintiff continued to work diligently to see the PROJECT come to

fruition after the Separation Agreement was executed.

Complaint for Damages

1 I1

f

2

!

Jj

i

]

3

4

5

6

7

8

9

1

!

|_l

10

11

1 r- 17i of

rt

i Ul <N

-J Ul O nI _ o

«8 x

<J)

i <O 14

ii

i_* 5

7 151

03

Ul fS 16Z ztil <fUl w 17o

18

19

20

21

22

i. •') 23H

24

( '": 25i f'i

1 *'"'»26

IV 27

(,A 28

1C2C.01

•

11. In or around June of2008, the relevant terms ofthe Separation Agreement were shared

with Defendants JOHNSON-ROESSLER, ACT 4, and Does I through 50, inclusive, and each of

them. Said Defendants acknowledged the terms ofthe Separation Agreement.

12. In or around September 2008, The Collective entered into a partnership agreement with

Defendants JOHNSON-ROESSLER and ACT 4 with respect to the PROJECT (hereinafter

referred to as the "Partnership Agreement". See September 2008 Partnership Agreement attached

hereto as Exhibit 1). Plaintiff is informed and believes, and thereupon alleges, that at the time the

Partnership Agreement was entered into, Defendants JOHNSON-ROESSLER and ACT 4 were

fully aware of the Separation Agreement that Plaintiff had with The Collective, and that Plaintiff

was, and is, an intended and foreseeable third party beneficiary to the Partnership Agreement, and

entitled to 37.5% of the total income derived from the PROJECT.

13. In reliance upon both the Partnership Agreement and Separation Agreement, Plaintiff

continued to expend substantial time, effort and resources toward the development of the

PROJECT.

14. Plaintiff is informed and believes, and thereupon alleges, that Defendants JOHNSON-

ROESSLER and ACT 4, and DOES 1-50 inclusive, and each of them, have breached the

Partnership Agreement, and have deprived Plaintiff of his rights, as well as his interest in the

PROJECT.

FIRST CAUSE OF ACTION

(Breach of Contract As AgainstDefendants, and Each of Them,

Including DOES 1through 50, Inclusive, And Each ofThem)

15. Plaintiff incorporates herein as though fully set forth at length all ofthe allegations and

statements contained in Paragraphs 1through 14, inclusive, ofthe General Allegations, above.

16. At all times mentioned herein, Defendants JOHNSON-ROESSLER and ACT 4 had a

valid and enforceable contract with The Collective with respect to the PROJECT (the Partnership

Agreement), and Plaintiff NATE BOLOTIN, was an intended and foreseeable third party

beneficiary of the Partnership Agreement.

-4-^Complaint for Damages

5

6

7

8

9

10

11

12

Ul CM

Ul o n3

o8 x<O 14

h- O

_*=! 6

6z 15

° CL o« °- >

£ 16z zUl 4Ul C/J 17«

18

19

20

21

22

r^) 23f~j,

24

U* 25

26

M 27

r-1" 28

&

1C2C.01

17. At all times mentioned herein, Plaintiff had a valid and enforceable contract with The

Collective with respect to the PROJECT (the Separation Agreement), and Defendants JOHNSON-

ROESSLER, ACT 4, and DOES I through 50, inclusive, and each of them, were aware of the

relevant terms of such agreement.

18. Pursuant to the terms of the Separation Agreement, and with knowledge by

Defendants, and each of them, Plaintiff was a person who was directly affected by the contractual

relationship between The Collective and Defendants JOHNSON-ROESSLER, ACT4, and DOES

1 through 50, inclusive, and each of them. Plaintiff was therefore a foreseeable third party

beneficiary of the Partnership Agreement between The Collective and Defendants JOHNSON-

ROESSLER and ACT 4.

19. Inherent in all contracts, and implied therein is a covenant of good faith and fair

dealing which required that Defendants JOHNSON-ROESSLER, ACT 4, and DOES 1 through 50

inclusive, and each of them, refrain from doing anything that would injure the rights of the

Plaintiff to receive the benefits from the PROJECT, render the performance of the Separation

Agreement by Plaintiff impossible, or otherwise invade the Plaintiffs rights. The covenant further

required the Defendants to refrain from needless injury or damage toward Plaintiff, and to act at

all times in good faith.

20. On or about August 16, 2012, Defendants JOHNSON-ROESSLER, ACT 4, and DOES

1 through 50, inclusive, and each of them, breached the Partnership Agreement, and violated the

implied covenant of good faith and fair dealing contained therein by depriving Plaintiff of his

rights, as well as his interest in the PROJECT;

21. Plaintiffhas duly performed all of the terms, conditions and covenants required to be

performed by him in accordance widi the contract identified herein.

22. As a direct legal and proximate result of this breach of contract and breach of the

implied covenant of good faith and fair dealing by Defendants, and each of them, Plaintiff has

sustained general and special damages, including consequential damages, according to proofto be

determined at the time of trial.

5-

Complaint for Damages

DL

Ul

WUl

=3

m

Ulz

Ul

5

dozo _ o_ a _

z<

1C2C.01

1 SECOND CAUSE OF ACTION

2 (Tortious Interference with Contractual Relations As Against All Defendants, and

3 Each of Them, Including DOES 1 through 50, Inclusive, and Each of Them.)

4 23. Plaintiff incorporates herein as though fully set forth at length all of the allegations and

5 statements contained in Paragraphs I through 14, inclusive, of the General Allegations and

6 Paragraphs 15 through 22 of the First Cause of Action, above.

7 24, As of June 3, 2008, and at all times mentioned herein, Plaintiff had a valid and

8 enforceable contract with The Collective with respect to the PROJECT (the Separation

9 Agreement).

10 25. Defendants JOHNSON-ROESSLER, ACT 4, and DOES 1 through 50, inclusive, and

11 each of them, at all relevant times herein, had knowledge of the existence of the valid and

12 enforceable contract between the Plaintiff and The Collective, and the relevant terms therein.

13 26. Defendants JOHNSON-ROESSLER, ACT 4, and DOES 1 through 50, inclusive, and

14 each of them intentionally and wrongfully shut Plaintiff and the Collective out of the PROJECT

15 by improperly declaring breach of the Partnership Agreement without any justifiable basis for

16 doing so.

17 27. As a direct and proximate result of the conduct of Defendants, and each of them,

18 Plaintiff has been deprived ofhis rights, as well as his interest in the PROJECT.

19 28. Defendants, and each of them, had no justification for their intentional interference

20 with Plaintiffs contractual relationship between Plaintiff and The Collective.

21 29. Plaintiff is informed and believes, and thereupon alleges, that as a direct and proximate

22 result of the aforementioned acts of Defendants, and each of them, Plaintiff has suffered general

23 and special damages in an amount according to proof, in an amount in excess of the jurisdictional

24 limits of this Court.

25

26 ////

27 ////

28 ////

-6

Complaint for Damages

Ul_i

UJUl

X

oS

1~UJ_J~J

O

CD

UlzulUlceo

™ <

O <

6 5

z

Si

rv-

1C2C.01

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays judgment against the Defendants, and each of them, as

follows:

1. For specialdamages, according to proof;

2. For general damages, according to proof and within the jurisdictional limits of this

Court;

3. For loss ofearnings and earning capacity, according to proof;

4. For damages for breach of contract, including consequential damages, according toproof;

5. For damages for Plaintiffs other economic losses, according to proof;

6. For costs of suit incurred herein:

7. Forprejudgment interest, according to proof;

8. For post-judgment interest, according to proof;

9. For attorneys fees; and

10. For such other and further relief as this Court may deem just and proper.

DATED: January 6,2014 GREENE BROILLET & WHEELER, LLP

Scbtt If.jCarr,'fOC^ ChKstikn T.F. NicUgbon, Esq.

Attorneys for Plaintiff

7-

Complaint for Damages

sq-7

1

' 2

3

4

5

6

7

8

9

10

11Q__l

_

ro12

UJ CM•JUl o n

j- o

o«CM < 14

-1

o <CO o

15o Ql Oor °- s

ui £ 16z zUl <Ulor

tf> 17O

18

19

20

21

22

J -') 23r"^

^ 24

r?i25

i ^!

26

W 27

u^.. 28

1C2C.01

DEMAND FOR JURY TRIAL

Plaintiff NATE BOLOTIN hereby demands a jurytrial on all causes ofaction.

DATED: January 6,2014 GREENE BROILLET & WHEELER, LLP

f<#-ChristiM T.F'. Nick4son, Esq.Attorneys for Plaintiff

8-

Complaint for Damages

EXHIBIT 1

i naiHxa

AMERICAN PSYCHO: THE MUSICAL - PARTNERSHIP AGREEMENT

The following agreement ("Agreement") is entered into as of September , 2008between The Collective Management Group, LLC ("TC") and The Johnson Roessler Company,LLC ("JRC") (TC and JRC will collectively be referred to herein as the "Parties") in connectionwith a partnership agreement between the Parties hereto with respect to the development andproduction of an on-stage musical based upon the novel entitled American Psycho written byBret Easton Ellis (the "Novel").

1. DEFINITIONS.

I-L Musical. As used herein, the term "Musical" shall mean the first dramatic stageproduction based in whole or inpartupon theNovel.

1.2. Property. As used herein, the term "Property" shall mean and include all of thefollowing: (!) the Novel; (ii) the book of the Musical ("Book"); (iii) any literary, dramatic andother material based on the Book or derived from the Book; (iv) any literary, dramatic and othermaterial on which the Book is based or derived, whether oral, written or otherwise; (v) the plot,scenes, titles, characters, characterizations and translations and any and all other parts, elementsorversions ofany and allof the foregoing; (vi) allmusical elements prepared inconnection withthe Musical, including without limitation all original music, songs, lyrics, scores, manuscripts,instrumental and vocal parts and other music and any and all otherparts, elements or versions ofany and all of the foregoing; and (vi) any and all present and future copyrights in and to theforegoing, including, but not limited to, any renewals, extensions or reversions thereof now orhereafter provided.

2. DEVELOPMENT OF MUSICAL.

2.1. JRC will invest up to $150,000 ("Initial Development Investment") in connectionwith thecosts of development of the Musical, including but not limited to the costs of acquiringan option ("Option") to the rights necessary toexploit the Novel as a dramatic stage production("Stage Rights"), legal fees incurred in connection with the development of the Property and/orMusical, and the costs of hiring a writer to write the Book and a lyricist and composer to createthe musical elements for the Musical.

2.2. TC shall use its reasonable best efforts to provide and perform all services andacts necessary to assist in the development and production of the Musical as set forth hereinincluding, but not limited to: (a) targeting appropriate directors, lyricists, composers and writersto adapt the material into the Book, (b) requesting potential lyricists and composers to writesongs on spec to gauge their understanding of the concept, (c) obtaining world-wide options forsongs across various/unlimited territories, (d) identifying a suitable general manager to produce abudget based on the mutually approved Musical concept, (e) producing a table read or workshop,(f) securing additional financing required todevelop and the Musical.

2.3. TC shall have the exclusive right (in addition to the right of JRC itself) to shop theProperty and/or Musical to third parties ("Third Party Financiers") in an effort to finance thedevelopment and production of the Musical upon a plan pre-approved by and acceptable to JRC

1

;aKw

(such approval/acceptance not tobe unreasonably withheld). Such exclusive shopping right shallextend from the date hereof and continue for a period of one year after the completion of theBook(the"ShoppingPeriod").

2.4. All decisions with respect to the Property and Musical, including withoutlimitation all decisions concerning the Book and/or the Option, in whole or in part, will be madejointly by TC and JRC, with JRC having the tie-breaking vote in the event of a disagreement.

2.5. JRC shall own all rights to the Property, the Musical and the Option, each ofwhich shall be held in JRC's name and any rights in connection with the development of theMusical not owned by the writer of the Book, the lyricist or the composer, shall be owned byJRC. Once a Financing Agreement is secured that provides for 100% of financing for theproduction of the Musical, TC shall become vested in a right to share equally with JRC in allrevenue and receipts derived from the exploitation of the Musical (subject to JRC's right ofrecoupment as set forth in 4.1 below).

3. EXPIRATION OF SHOPPING PERIOD. Upon expiration of the Shopping Period, inthe event a Financing Agreement has not been secured, all rights granted to TC herein inconnection with theProperty and/or Musical shall terminate, and TCshall have no further rightsor interest in and to the Property or the Musical.

4. ALLOCATION OF INCOME.

4.1. Recoupment of Development Expenses. JRC, and any otherparties who invest inthe development of the Property and/or the Musical shall recoup their investments, with interestthereon at the rate ofone hundred twenty percent (120%).

4.1.1. From the production budget of the Musical, to the extent suchdevelopment expenses are recoupable from such budget;

4.1.2. To the extent such costs are not recoupable from the production budget,such development costs shall be recouped from revenues received from exploitation of theMusical, subject to negotiation with theThird Party Financiers.

4-2. Payment of Profits to JRC/TC. In the event the Musical is produced, any and allcompensation, credits, profits or other remuneration or income derived from the exploitationand/or sale of the Musical that becomes payable to JRC and/or TC shall be shared equally bythem, subject to recoupment by both parties of any amounts that have not been recouped abovepursuant to Section 4. i.

5- CREDITS. Any and all credits to be accorded to IRC and its principals and employeesand TC and its principals, employees and affiliates (and Nate Bolotin), shall be negotiated ingood faith.

6- DERIVATIVE WORKS. If the Musical is produced, TC shall have the right to shareequally with JRC in all revenue and receipts resulting from all subsequent productions (spin-offs,sequels, traveling productions, etc.) related to or derived from the Musical.

h:

J>

7. KEY MAN CLAUSE. If Aaron Ray ceases to be a partnerof TC or ceases to be activelyinvolved in the development of the Property and/or the Musical, JRC may, in its sole discretion,terminate this Agreement by providingwritten notice to TC.

8. TERMINATION. If TC fails to utilize its reasonable best efforts to fulfill its obligationshereunder or fails to comply with any of the material terms or material conditions of thisAgreement or any other agreement between JRC and TC, JRC shall have the right to terminatethis Agreementupon written notice to TC.

9- NOTICES. Until further notice, the addresses of the Parties shall be as follows:

9.1. ForTC:

9.2. For JRC: The Johnson Roessler Company3000 W. Olympic Blvd., Suite 2311Santa Monica, CA 90404Attn: David Johnson

Jesse Singer

9.3. With a copy to: Reder & Feig, LLP421 South Beverly Drive, Eighth FloorBeverly Hills, California 90212Telecopier: (310)789-4771Attn: Benjamin R. Reder, Esq.

Michael J. Castrillo, Esq,

10. APPLICABLE LAW. This Agreement will be construed and enforced in accordancewith the internal law of the State of California applicable to contracts negotiated, signed, andfully performed within that State, regardless of where negotiation, signature, or performance ofthis Agreement may actually occur and subject to the exclusive jurisdiction of the courts of theState of California.

11. ARBITRATION. Any controversy or claim arising out of this Agreement, or the breachhereof, shall be settled by arbitration in accordance with the rules of the American ArbitrationAssociation ("AAA"). Said arbitration shall be held before a single arbitrator, who is mutuallyagreed upon by the parties within (10) business days following receipt by one party hereto ofnotice from the other requesting arbitration. If the parties are unable to select a mutuallyacceptable arbitrator, then such arbitrator shall be appointed by application to AAA. Thedetermination of the arbitrator shall be final, binding and conclusive upon the parties hereto. Theprevailing party in any such arbitration shall be entitled to recover its reasonable attorney's feesand costs. The parties hereto agree that any and all disputes hereunder shall be exclusivityresolved through the arbitration procedure set forth herein and judgment thereon may be enteredin the highestcourt of the forum, state or federal, havingjurisdiction thereof.

!—•,

12. MISCELLANEOUS.

12.1. No Right To Injunctive Relief: In the event of any breach of this Agreement byJRC, TC will not be entitled to restrain, enjoin orotherwise impair the development, production,distribution, marketing or other exploitation of the Property or Musical or any rights in theProperty or Musical. It is expressly agreed that TC's sole remedy in the event ofJRC's breachof this Agreement shall bean action at law for damages.

12.2. Assignment: Neither party may assign its obligations and rights under thisAgreement without the prior written approval of the other party.

12.3. Indemnification. Each party represents and warrants that it has the right, powerand authority to enter into this Agreement. The parties agree to indemnify and hold each otherharmless from and against any claim, loss, damage, cost and expense (including attorneys' fees)suffered as a result of theotherparty'sbreach of any provision of thisAgreement.

13, ENTIRE AGREEMENT. The terms andconditions described herein may be set forth inlonger form agreements, which incorporate customary representations, warranties, covenants andconditions common in the entertainment industry applicable to theservices of producers and thefinancing of entertainment endeavors, and subject to any changes which are mutually agreedupon after good faith negotiations. Unless and until more formal agreements are executed suchterms and conditions shall be deemed incorporated herein, this Agreement shall constitute abinding agreement between the parties, superseding and replacing all prior oral or writtenunderstandings with regard to the subject matter hereof. No provision hereof may be waived oramended except by a written instrument executed by the party to be charged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as ofthe date first written above.

THE JOHNSON ROESSLER COMPANY, LLC

By: , ;

(Print Name)Its:

THE COLLECTIVE MANAGEMENT GROUP, LLC

By:

(Print Name)Its:

This amendment dated as of July , 2011 (the "Amendment") shatl constitute thefirst amendment to the partnership agreement dated as of September , 2008 (the"Partnership Agreement") by and between The Collective Management Group, LLC ("TC")and Act 4 Entertainment, LLC (formerly known as The Johnson-Roessler Company, LLC)("JRC").

WHEREAS, TC and JRC entered into the Partnership Agreement with respect to thedevelopment and production of a new stage musical (the "Musical") based on the novel"American Psycho" byBret Easton Ellis; and

WHEREAS, TC and JRC now wish to modify the terms and conditions of thePartnership Agreement;

NOW, THEREFORE, the parties hereby agree to the following modifications to thePartnership Agreement:

1. Financing Adjustments.

1.1 Pursuant to Paragraph 2.1 of the Partnership Agreement, JRC iscontractually responsible for contributing the first One Hundred Fifty Thousand Dollars($150,000) offunding (the "Initial Development Investment") in connection with the costs ofdevelopment of the Musical. The parties mutually acknowledge JRC's satisfaction of suchobligation.

1.2 The parties mutually agree that, notwithstanding any language to thecontrary set forth in the Partnership Agreement, JRC will be responsible for contributingadditional development funds up to a maximum of Two Hundred Fifty Thousand Dollars($250,000 which amount, for the avoidance of doubt, is inclusive of the Initial DevelopmentInvestment). Such additional development funds in excess of the Initial Development Investmentare referred to herein as the "Additional Development Investment."

1.3 JRC shall be entitled to recoup the Additional Development Investment inthe same manner as the Initial Development Investment pursuant to Paragraph 4.1 of thePartnership Agreement. That is, JRC shall be entitled to recoup one hundred twenty percent(120%) of the aggregate Initial Development and Additional Development Investment asfollows: (i) at the election ofJRC, from the production budget ofthe Musical, to the extent suchexpenses are recoupable from such budget; and (ii) to the extent such costs are not recoupablefrom the production budget, such expenses shall be recouped from all revenues (includingwithout limitation, royalties, cash office charges, executive producer fees, net profits, etc.)derived from exploitation of the Musical, subject to good faith negotiations with third partyfinanciers. Tothe extent that IRC elects option (ii) above, it shall be entitled tonegotiate in goodfaith with third party financiers the terms ofits investment in the production without obligationto TC.

2. Recalculation of Producer Net Profits. In consideration of JRC's committing toadditional funding in excess of the Initial Development Investment, the parties agree that theallocation of net profits as set forth in Paragraph 4.2 of the Partnership Agreement shall beadjusted as follows: (i) JRC shall be entitled to eighty percent (80%) of any and all

compensation, credits, profits or other remuneration or income derived as producers from theexploitation and/or sale of the Musical that becomes payable to JRC and/or TC, subject torecoupment of any amounts unrecouped in accordance with Paragraph 1above; and (ii) TC shallbe entitled to the remaining twenty percent (20%) ofany such amounts, subject to recoupment byJRC of any amounts unrecouped in accordance with Paragraph 1above. Paragraph 6 shall beamended so that JRC and TC share at a ratio ofeighty percent (80%) to twenty percent (20%),respectively.

3. Notices. Anything to the contrary notwithstanding in Paragraph 9.1 of thePartnership Agreement, notices to JRC shall be sent to Act 4 Entertaimnent, 1323 OceanAvenue, Santa Monica, CA 90401, Attn.: David Johnson and Jesse Singer.

In all other respects, the terms and conditions set forth in the Partnership Agreement shallcontinue togovern therelationship of the parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beexecuted as of the date first written above.

ACT 4 ENTERTAINMENT. LLC THE COLLECTIVE MANAGEMENTGROUP, LLC

By: By;Print Name: Print Name:Its: Its:-

WS3S_

ATTORNEY ORPARTY WITHOUT ATTORNEY (Hume. Stale8arnumber, andaddress):

Scott H. Carr, Esq. (SBN 156664)GREENE BROILLET&WHEELER, LLP100 Wilshire Boulevard, 21st FloorSanta Monica, California 90401

telephone*), (310) 576-1200 fAXNo.; (310) 576-1220attorney for yam): Plaintiff, NATE BOLOTIN

SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELESstreet address: 111 North Hill Street

mailing address. Same as Abovecityand zip code. Los Angeles 90012

branch name: Central Districtcase name: BOLOTIN v. THE JOHNSON-ROESSLER COMPANY, et al.

CM-010

FOR COURT USE ONLY

Superior Court of CaliforniaCounty, of Los Angeles

JAN 0 9 2014

Sherri R. Ca :iveOfficer/Clerk

Deputy

CIVIL CASE COVER SHEET_3 Unlimited D Limited

(Amount (Amountdemanded demanded isexceeds $25,000) $25,000 or less)

Complex Case Designation

• Counter • JoinderFiledwith first appearance by defendant

(Cat. Rules of Court, rule 3.4021

BC532847CASE NUMBER:

e^u

Items 1-6 below must be completed (see inslmctions on page 2).1. Checkone boxbelow for the case type that best describesmiscase:

Auto Tort

• Auto (22)f_] Uninsured motorisl (46)Other PI/PD/WO(Personal Injury/PropertyDamage/Wrongful Death) TortQ Asbestos (04)• Product liability (24)__ Medicalmalpractice (45)• Other PI/PD/WD (23)Non-PI/PD/WO (Other) Tort

QD

Da•D

Contract

_J Breach ofcontract/warranty (06)Q Rule 3.740 collections (09)• Other collections (09)_] Insurance coverage (18)Q Other contract (37)Real Property[_ Eminent domain/Inverse

condemnation (14)

• Wrongful eviction (33)Business tort/unfair business practice (07) • Other real property (26)

Unlawful Oetainer

(_ Commercial (31)Q Residential (32)• Orugs (38)Judicial Review

• Asset forfeiture (05)_| Petition re: arbitration award (11)• Writ ofmandate (02)Q Other judicial review (39)

Civil rights (08)Defamation (13)

Fraud (16)Intellectual property (19)

Professional negligence (25)

Other non-PI/PO/WD tort (35)Employment

Q Wrongful termination (36)P Other employment (15)_

Provisionally Complex CMI Litigation(Cal. Rules of Court, rules 3.400-3.403)_j Antitrust/Trade regulation (03)

Construction defect (10)

Mass tort (40)Securities litigation (28)Environmental/Toxic tort (30)

Insurance coverage claims arising fromtheabove listed provisionallycomplex casetypes (41)

Enforcement of Judgment

_l Enforcement ofjudgment (20)Miscellaneous Civil Complaint

[_ RICO (27)[_ Other complaint (not specified abova) (42)Miscellaneous Civil Petition

Q Partnership and corporate, governance (21)• Other petition (not specified above) (43)

••

This case O is _| is not" complex under rule 3.400 of the California Rules of Court. If the case is complex, mark thefactors requiring exceptional judicial management:a D Large number of separately represented parties d. U Large number of witnessesb • Extensive motion practice raising difficult or novel e. D Coordination with related actions pending in one or more courts

issues that will be time-consuming to resolve in other counties, states, or countries, or in a federal courtc. • Substantial amount of documentary evidence f. • Substantia! postjudgment judicial supervision

3. Remedies sought (check all that apply): a. |_monetary b. • nonmonetary: declaratory or injunctive relief c. Q punitive4. Number ofcauses ofaction (specify): Two (2)5. Thiscase Q is __ is not a class action suit.

Q, If there are any known related cases, file and serve a notice of related case. (You may-tale: Januarys, 2014, Scott H. Carr, Esq. (SBN 156664)

(TYPEOR PRINTNAME)

2.

NOTICE

. Plaintiff must file this cover sheet with the first paper filed in the action or proceeding (except small claims cases or cases filedunderThe Probate Code, Family Code, or Welfare and Institutions Code). (Cal. Rules of Court, rule 3.220.) Failure (o file may resultin sanctions.

• File this cover sheetinaddition to anycover sheetrequired bylocal court rule.. If this case is complex under rule 3.400 et seq. of the California Rules of Court, you must serve acopy of this cover sheet on all

other parties to the action or proceeding. . .. Unless this is acollections case under rule 3.740 or acomplex case, this cover sheet will be used for statistical purposes only. i^

_

"torm Adopted (orMandataryUseJudicial Council oi Csetomi»CM-010[Rav, July 1.2007)

CIVIL CASE COVER SHEETCal. Rutesof Court,rules 2.30. 3.220. 3.400-3.403.3.740;

Cal. Standards of Judicial Administration,6td.3.10iMMv.courfirtro.ca.0ov