1 STUBBS ALDERTON & MARKILES, LLP

Daniel A. Rozansky (SBN 161647)

2 [email protected]
Celina Kirchner (SBN 293446)
3
[email protected]
th
4 15260 Ventura Blvd., 20 Floor
Sherman Oaks, California 91403
5 Telephone: (818) 444-4548
Facsimile: (818) 444-6352
6
Attorneys for Plaintiff,
7 MAGENTA LIGHT PRODUCTIONS, INC.

9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

10 FOR THE COUNTY OF LOS ANGELES

11
STUBBS ALDERTON & MARKILES, LLP

SHERMAN OAKS, CALIFORNIA 91403

12 MAGENTA LIGHT PRODUCTIONS, INC., a Case No.

15260 VENTURA BLVD.

California Corporation
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13 COMPLAINT FOR:
Plaintiff,
14 (1) BREACH OF CONTRACT
v. (2) FRAUDULENT INDUCEMENT
15 (3) FRAUD
SPELLBINDER, LLC, a Wyoming Limited (4) MONEY HAD AND RECEIVED
16 Liability Company; MYOSIN, INC., an entity of (5) ACCOUNTING
unknown origin; SEAN CLAYTON, an
17 individual; GRANT CRAMER, an individual; DEMAND FOR JURY TRIAL
CHAD DOHER, an individual; and DOES 1
18 through 25, inclusive,

19 Defendants.
20

21

22

23

24

25

26

27

28

1
COMPLAINT
 1 Plaintiff Magenta Light Productions, Inc. (“Plaintiff” or “MLP”) complains and alleges

2 against Defendants Spellbinder, LLC (“Spellbinder”); Myosin, Inc. (“Myosin”); Sean Clayton

3 (“Clayton”); Grant Cramer (“Cramer”); Chad Doher (“Doher”); and Does 1 through 25 (collectively,

4 “Defendants”), as follows:

5 THE PARTIES AND OTHER RELEVANT PERSONS

6 1. Plaintiff is a California corporation with its principal place of business located in Los

7 Angeles, California.

8 2. Plaintiff is informed and believes, and based thereon alleges, that Spellbinder is a

9 Wyoming limited liability company with its principal place of business in Sheridan, Wyoming.

10 3. Plaintiff is informed and believes, and based thereon alleges, that Myosin is a

11 corporation. Plaintiff is not able to determine the location where Myosin was formed. Based on its
STUBBS ALDERTON & MARKILES, LLP

SHERMAN OAKS, CALIFORNIA 91403

12 website, Myosin purports to operate in California, New York, and Texas.

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4. Plaintiff is informed and believes, and based thereon alleges, that Clayton is an
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13

14 individual residing in Austin, Texas.

15 5. Plaintiff is informed and believes, and based thereon alleges, that Cramer is an

16 individual residing in Beverly Hills, California.

17 6. Plaintiff is informed and believes, and based thereon alleges, that Doher is an

18 individual residing in Miami, Florida.

19 7. Plaintiff is ignorant of the true names and capacities of the defendants sued herein as

20 DOES 1 through 25, inclusive, and therefore sues these defendants by such fictitious names. Plaintiff

21 will seek to amend this Complaint to allege such names and capacities as soon as they are ascertained.

22 Upon information and belief, each of the fictitiously named defendants is in some manner responsible,

23 liable, and/or obligated to Plaintiff in connection with the acts alleged herein.

24 JURISDICTION AND VENUE

25 8. This Court has subject matter jurisdiction over this case pursuant to Code of Civil

26 Procedure sections 86 and 88, as the amount in controversy exceeds $35,000.

27 9. Plaintiff is informed and believes, and based thereon alleges, that this Court has

28 personal jurisdiction over Spellbinder because the parties submitted to the jurisdiction of this Court

2
COMPLAINT
 1 pursuant to the terms of the contract at issue in this matter and the remaining Defendants as alter egos

2 of Spellbinder and because each of Myosin, Clayton, Cramer, and Doher provided the services at

3 issue in this Complaint in part in the State of California.

4 10. Venue is proper in the County of Los Angeles because Plaintiff and Spellbinder

5 entered into the contract at issue in this dispute in Los Angeles, California and because a substantial

6 portion of the business related to the dispute was transacted within this judicial district.

7 ALTER EGO LIABILITY

8 11. Plaintiff is informed and believes, and based thereon alleges, that Myosin, Clayton,

9 Cramer, and Doher (the “Spellbinder Alter Egos”) so completely dominated and controlled

10 Spellbinder that the company was merely a shell or instrumentality used to perpetrate the harms by

11 Spellbinder described herein, such that observing the corporate form would work an injustice. The
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12 Spellbinder Alter Egos exercised such complete domination over Spellbinder that the company had
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13 no separate identity or will of its own, and they used this control to commit fraud, engage in improper
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14 conduct, and perpetrate significant harm against Plaintiff.

15 12. Plaintiff is further informed and believes, and based thereon alleges, that the

16 Spellbinder Alter Egos (a) disregarded corporate formalities by commingling Myosin’s and

17 Spellbinder’s funds; (b) failed to adequately capitalize Spellbinder, as it pledged to spend one million

18 dollars ($1,000,000) pursuant to an agreement with Plaintiff, which would leave it with only forty-

19 five dollars ($45) in operating capital as a result; (c) failed to maintain proper corporate records,

20 including a contract setting forth the relationship between Spellbinder and Myosin; and (d) treated

21 each of Spellbinder’s and/or Myosin’s corporate assets as the property of the other company or of

22 Clayton, Cramer, and Doher personally. Further, the ownership of Spellbinder and Myosin are

23 identical. The Spellbinder Alter Egos are now using Spellbinder to shield themselves from liability

24 for their collective misconduct.

25 13. Plaintiff is further informed and believes, and based thereon alleges, that recognizing

26 the corporate fiction of the separate existence of Spellbinder would sanction a fraud or promote

27 injustice by allowing the Spellbinder Alter Egos to escape responsibility for Spellbinder’s wrongful

28

3
COMPLAINT
 1 actions, which directly harmed Plaintiff, such that if the corporate fiction were recognized, an unjust

2 result would follow.

3 14. Accordingly, all claims alleged herein against Spellbinder are also alleged against the

4 Spellbinder Alter Egos.

5 FACTUAL ALLEGATIONS

6 15. Plaintiff is a film, television, and new media production and distribution company that

7 holds the rights to distribute and market the film “Strange Darling” (the “Picture”) in the United

8 States and other territories.

9 16. Spellbinder is a company that purports to manage all aspects of film marketing,

10 including planning, purchasing, and trafficking all forms of advertising. Clayton, Cramer, and Doher

11 purport to be the founders and principals of Spellbinder.

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12 17. In early 2024, Plaintiff approached Doher and Cramer regarding financing and
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13 investing cash into the theatrical release of the Picture. Plaintiff had heard about Doher and Cramer
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14 and their company, Global Pictures Media (“GPM”), which specialized in financing theatrical release

15 of films. Doher and Cramer represented to Plaintiff that they had shut down GPM and raised capital

16 to start Spellbinder as a replacement for GPM. They further claimed that Spellbinder was a film

17 finance fund assisting with finance and media planning for theatrical releases and that Spellbinder,

18 just like GPM, financed and invested its own funds in connection with the theatrical release of films,

19 typically in an amount to match the distributor’s marketing spend.

20 18. Plaintiff approached Doher and Cramer for the investment and financing opportunity,

21 but in the course of committing Spellbinder’s investment in the marketing of the theatrical release of

22 the Picture, Doher and Cramer provided that Spellbinder would also perform media placements for

23 the release. Plaintiff had wanted to partner with Spellbinder solely so that Spellbinder would finance

24 and invest into the marketing of the Picture and notified Doher and Cramer that it did not need or

25 want Spellbinder to provide media plan or media buying services. However, to persuade Plaintiff to

26 accept this addition to the business relationship, Doher and Cramer repeatedly affirmed the quality

27 of Spellbinder’s media plan and buying services. Doher and Cramer promised to principals of

28 Plaintiff that Spellbinder would purchase media both directly and through bidding processes

4
COMPLAINT
 1 leveraging their revolutionary, advanced, new technology to target the most effective media

2 placements and to optimize bidding. This technology would also be used to present real-time updates

3 on media spending and results to Plaintiff throughout the campaign for the Picture.

4 19. On April 19, 2024, Doher and Cramer met with principals of Plaintiff to discuss the

5 services Spellbinder could provide. Plaintiff emphasized the need for transparency in Spellbinder’s

6 execution of a media plan, including a requirement that documentation supporting the media spend

7 be timely provided to Plaintiff throughout the process. Doher and Cramer promised that Spellbinder

8 would provide invoices and receipts for all media purchased, as well as post-run reports detailing the

9 effectiveness of the spend.

10 20. On April 30, 2024, Plaintiff requested documentation demonstrating that Spellbinder

11 possessed funds sufficient to match Plaintiff’s cash investment of $1 million. In response, Spellbinder
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12 provided a screenshot of a bank statement indicating that Spellbinder possessed $1,000,045.00 in its
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13 bank account. The Agreement (defined below) contemplated payment by Spellbinder via cash or
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14 cash equivalents. Spellbinder’s counsel clarified that the phrase “cash equivalents” meant something

15 analogous to cash, such as a line of credit Spellbinder held with Viacom.

16 21. On May 3, 2024, in reliance on the promises Doher and Cramer repeatedly made

17 regarding Spellbinder’s ability to pay its 50% share of media costs, deliver on the media plan, as well

18 as the promise that invoices and other documentation sufficient to demonstrate spending and

19 execution on the media plan would be provided regularly, Plaintiff and Spellbinder entered into a

20 Motion Picture Media Services & Investment Agreement (the “Agreement”) whereby Spellbinder

21 agreed to finance and invest 50% of the media spend as well as serve as Plaintiff’s negotiating and

22 buying agency for marketing the theatrical release of the Picture. Spellbinder promised to provide

23 services “of the highest quality” “rendered in a first-class, professional manner consistent with the

24 entertainment industry standards for such service” and to conform to “applicable major studio

25 theatrical distribution and standards in the US.” A true and correct copy of the Agreement is attached

26 hereto as Exhibit A.

27 22. Pursuant to Paragraph 7 of the Agreement, Plaintiff and Spellbinder agreed to a

28 minimum two-million-dollar ($2,000,000) spend for marketing services and investment in connection

5
COMPLAINT
 1 with the theatrical release of the Picture (“Media Spend”), with Plaintiff contributing half of the

2 Media Spend and Spellbinder contributing the other half. Spellbinder was required to apply the full

3 Media Spend to the purchase of advertising media, as agreed by the parties in a media plan.

4 23. As required by the Agreement, Plaintiff wired one million dollars ($1,000,000) to

5 Spellbinder to pay Plaintiff’s portion of the Media Spend.

6 24. Pursuant to the Agreement, Spellbinder was to execute on the media plan with

7 Spellbinder paying the respective media providers from the funds contributed by each of Plaintiff and

8 Spellbinder. This means that since Plaintiff invested the cash amount of one million dollars

9 ($1,000,000), Spellbinder was required to pay the respective media providers (such as YouTube,

10 Instagram, TikTok, Reddit, Twitter, premium television, streaming television, radio, Rotten

11 Tomatoes, Fandango, influencer accounts, and to advertise in physical locations) its own one million
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12 dollars ($1,000,000) (in addition to the one million dollars it received from Plaintiff). Pursuant to
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13 section 11.e. of the Agreement, Spellbinder was required to pay media providers directly.
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14 25. Spellbinder was responsible for negotiating rates, locations, terms and conditions for

15 advertising on a variety of platforms and media outlets. Spellbinder agreed to monitor the various

16 media employed by the Media Spend and to notify Plaintiff of any underperformance. Spellbinder’s

17 proof of delivery of performance is inadequate and in breach of the Agreement, as more fully

18 described herein. Spellbinder failed to notify Plaintiff that the media plan was not performing as

19 projected and instead falsely represented to Plaintiff that it overperformed. Accordingly, Spellbinder

20 breached paragraph 11.i. of the Agreement.

21 26. For example, on June 17, 2024, Spellbinder indicated that its media spending, which

22 should have been occurring in full force at the time, had been throttled back because Plaintiff had

23 provided comments on a proposed media plan from Spellbinder. In response to Plaintiff’s request

24 for invoices supporting the media spend up to that date, a representative of Spellbinder encouraged

25 Plaintiff to “have a little faith” in Spellbinder’s expertise, strongly suggesting that Plaintiff should

26 not request the very transparency for which it had negotiated. Plaintiff emphasized that complete

27 transparency was needed and that Plaintiff was prepared to terminate the Agreement if the promised

28 transparency could not be provided.

6
COMPLAINT
 1 27. In response, on June 18, 2024, Doher affirmed that Spellbinder prided itself on

2 transparency and urged Plaintiff not to be concerned. He also promised that a dashboard providing

3 live updates regarding media spend and success would be provided in the near future. Unfortunately,

4 the rollout of this dashboard was delayed multiple times, and it ultimately did not function the way

5 that Spellbinder had promised.

6 28. In or around June 2024, Plaintiff learned that Spellbinder was partnering with Myosin,

7 a marketing agency that purports to provide services similar to Spellbinder’s. Given the overlap in

8 services, it is not clear why Spellbinder would need to work with Myosin or incur costs associated

9 with including Myosin in this project. Myosin was not identified in the Agreement, and Plaintiff was

10 not given the opportunity to investigate Myosin’s capabilities or reputation prior to entering into the

11 Agreement.
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12 29. In late June 2024, Plaintiff and Spellbinder agreed to a plan entitled “Strange Darling
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13 Media Plan Sign Off and Insertion Order” for the Media Spend (the “Media Plan”). The Media Plan
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14 was divided into three phases to be executed on June 12, 2024 (this phase had already been initiated),

15 June 28 – August 7, 2024, and August 8 – 24, 2024, with advertising running on YouTube, Instagram,

16 TikTok, Reddit, Twitter, premium television, streaming television, radio, Rotten Tomatoes,

17 Fandango, influencer accounts, and in physical locations. Spellbinder projected that this Media Plan

18 would generate nearly 123 million impressions, which it did not.

19 30. There are, in fact, two versions of the Media Plan signed by Spellbinder. Myosin was

20 identified as the party that would provide services pursuant to the Media Plan in a version of the

21 document executed on June 26, 2024; another version, signed June 29, 2024, identifies Spellbinder

22 as the party to provide services. Plaintiff is informed and believes, and based thereon alleges, that

23 Spellbinder and Myosin operate as a single entity and identify themselves separately only for

24 purposes of evading liability. Indeed, Clayton, who identified himself as a Founder of Spellbinder

25 when he executed the Agreement on Spellbinder’s behalf, purports to be the Founder of Myosin as

26 well. A true and correct copy of Clayton’s LinkedIn profile is attached hereto as Exhibit B. Nowhere

27 in the Agreement did Spellbinder state that Myosin would be providing services on behalf of

28 Spellbinder.

7
COMPLAINT
 1 31. After the Media Plan was signed by all parties, Plaintiff continued to request invoicing

2 or other backup supporting the actual amount Spellbinder spent on the various media identified in the

3 plan. On July 2, 2024, Plaintiff noted that pricing for certain aspects of the plan had been identified

4 as variable when it should have been fixed. Additionally, Plaintiff asked to review documentation of

5 actual spending on variable-rate media to track the use of the overall Media Spend. In response,

6 Spellbinder failed to explain why certain aspects of the Media Plan had been incorrectly identified as

7 having a variable rate and refused to provide documentation with the level of detail needed to confirm

8 the actual amounts paid for early spending pursuant to the plan.

9 32. On July 3, 2024, Spellbinder notified Plaintiff that the media buys contemplated in the

10 Media Plan had not yet been negotiated or purchased, even though the second phase of the Media

11 Plan should already have commenced. Spellbinder claimed that it required funds from Plaintiff to
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12 commence negotiating any media spending, even though Spellbinder was responsible for paying half
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13 of the costs of the Media Plan.

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14 33. In late June through mid-July 2024, Plaintiff repeatedly asked that Spellbinder provide

15 invoices and other documentation reflecting the amount spent on the Media Plan to that point.

16 Spellbinder refused to comply and instead provided an invoice for its services and, eventually,

17 promised to provide a redacted version of an insertion order for Myosin. These documents would

18 not provide the information Plaintiff needed to confirm that Spellbinder was adequately executing on

19 the Media Plan. Additionally, Spellbinder repeatedly delayed providing Plaintiff a dashboard to track

20 media spend and performance and then failed to provide adequate information when the dashboard

21 was finally made available to Plaintiff.

22 34. The Picture was released on August 23, 2024 on 1,135 screens around the United

23 States. It received high praise from critics and holds a 95% rating on Rotten Tomatoes. Despite its

24 critical acclaim and release on over 1,100 screens across the U.S., the film generated only $1.1 million

25 its opening weekend, significantly below the box office expected for a film of this genre (horror),

26 media campaign, reviews and broad theatrical release. Plaintiff is informed and believes, and based

27 thereon alleges, that Spellbinder’s failure to follow the Media Plan or to utilize the full Media Spend

28

8
COMPLAINT
 1 as agreed by the parties caused the Picture to fail to generate revenue commensurate with its quality

2 and the scope of its release.

3 35. Plaintiff is informed and believes, and based thereon alleges, that Spellbinder failed

4 to follow the Media Plan or to even contribute its one-million-dollar ($1,000,000) cash or cash

5 equivalent portion of the Media Spend. Indeed, Plaintiff is informed and believes, and based thereon

6 alleges that Spellbinder has not even spent the full one million dollars ($1,000,000) that Plaintiff

7 transferred to Spellbinder on the Media Plan. Plaintiff is further informed and believes, and based

8 thereon alleges, that Spellbinder employed fraudulent methods, including the purchase of “followers”

9 and “views” on various platforms, to create the appearance that Spellbinder had enacted a broad and

10 successful marketing campaign.

11 36. For example, it appears, based on the history of followers generated by the Picture’s
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12 Instagram account, which was created and managed by Spellbinder, that Spellbinder purchased
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13 followers for the account rather than generating them organically. This artificially generates a high
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14 follower count, which creates the appearance that Spellbinder created significant interest in the film

15 through its efforts. Indeed, Instagram has flagged 24,907 of the 27,1000 followers of the Instagram

16 account as likely spam. Further, it appears that Spellbinder purchased views of videos posted to

17 Plaintiff’s YouTube account. These videos have a high number of views but extremely limited

18 engagement (via comments and “Likes”), which suggests that the views are not genuine. The few

19 comments on these YouTube videos also appear to have been generated by bots. Additionally,

20 despite gaining millions of views on the top videos posted to the account, the account itself has

21 generated less than 500 subscribers. If the millions of views generated by videos on the YouTube

22 account were legitimate, the account should have a significantly higher number of subscribers.

23 37. Plaintiff notified Clayton, Cramer, and Doher of these issues via email on September

24 27, 2024 and requested an accounting of the money spent by Spellbinder on the Media Plan, including

25 documentation confirming that Spellbinder had purchased the media identified on the Media Plan

26 and spent the money required by the plan, including affidavits from each media platform and

27 influencer verifying the cash transferred to them and supporting agreement between Spellbinder and

28

9
COMPLAINT
 1 each media platform and influencer. Plaintiff also requested a copy of the contract between

2 Spellbinder and Myosin.

3 38. Nearly two weeks later, and after Plaintiff followed up, Mr. Doher responded on behalf

4 of Spellbinder blaming Plaintiff for the performance of the Picture. He refused to provide an

5 accounting of the money spent by Spellbinder. Further, rather than provide a copy of the contract

6 between Spellbinder and Myosin, he directed Plaintiff to the Media Plan, claiming that it served as

7 the agreement “in the media world.” The Media Plan, however, provides no details of the relationship

8 between Spellbinder and Myosin.

9 39. On October 17, 2024, Spellbinder provided a “Proof of Delivery” document that

10 purported to identify the impressions generated through different strategies and platforms and not

11 cash or even cash value spent, but provided limited, sometimes redacted, incomplete, unsigned, and
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12 unverified backup, such as partial screenshots of platform-specific advertiser dashboards, unsigned

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13 affidavits without verification of cash spent, and single-page summaries of marketing spend for a
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14 select few media outlets. The support for the out-of-home campaign simply provided photos of the

15 Picture’s poster on generic walls without identifying specific locations or estimating the number of

16 impressions generated by each poster. A lengthy summary of the “influencer campaign” supporting

17 the Picture estimated over $500,000 in “media value” generated without providing an explanation of

18 how the number was estimated. Plaintiff is informed and believes, and based thereon alleges, that the

19 documentation provided by Spellbinder was piecemeal, non-standard, and failed to identify all of the

20 media allegedly purchased. Spellbinder has repeatedly failed to cooperate with Plaintiff’s requests

21 for further documentation.

22 40. Plaintiff is informed and believes, and based thereon alleges, that to date it has lost not

23 less than ten million dollars ($10,000,000) in potential profits from the distribution of the Picture, not

24 only because Plaintiff has been unable to recover its own fees owed pursuant to the Agreement

25 (including a distribution fee, its portion of the Media Spend, its own premium on the Media Spend,

26 and any outstanding interest owed) but also because it held an interest in, and has received no benefit

27 from, all proceeds generated by the film following payment to Spellbinder.

28 / / /

10
COMPLAINT
 1 41. Plaintiff is informed and believes, and based thereon alleges, that GPM, the company

2 operated by Cramer and Doher that provided services similar to Spellbinder’s, has ceased operations.

3 Plaintiff is further informed and believes that Cramer and Doher have also formed a company called

4 Global View Entertainment (“GVE”), which also appears to have gone defunct within just a few years

5 of commencing operations. The existence and failure of GPM, Spellbinder, and GVE demonstrate a

6 history by Cramer and Doher of forming new entities to perform the same scheme over and over

7 while evading the liabilities each of these entities incur.

8 FIRST CAUSE OF ACTION

9 (For Breach of Contract against All Defendants)

10 42. Plaintiff hereby incorporates and realleges each and every allegation contained in

11 paragraphs 1 through 41, as though fully set forth herein.

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12 43. The Agreement is a valid and enforceable contract between the parties.
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44. Plaintiff performed all material obligations owed pursuant to the Agreement.
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13

14 45. Plaintiff is informed and believes, and based thereon alleges, that Spellbinder breached

15 the Agreement by failing to purchase media as agreed in the Media Plan, by failing to contribute its

16 portion of the Media Spend, by failing to provide services at the standard expected for a United States

17 film release, by failing to notify Plaintiff of underperformance of media purchased by Spellbinder,

18 and by failing to cooperate with Plaintiff’s requests for information about the Media Spend.

19 46. As a direct and proximate result of Spellbinder’s breaches, Plaintiff has been harmed

20 in an amount to be proven at trial, but not less than the portion of the one million dollars ($1,000,000)

21 contributed by Plaintiff for execution of the Media Plan that went unspent; amounts Spellbinder failed

22 to contributed to the Media Spend, up to one million dollars ($1,000,000) in cash or cash equivalents;

23 and damages from the underperformance of the Picture caused by Spellbinder’s breach of the

24 Agreement, which Plaintiff estimates to exceed ten million dollars ($10,000,000).

25 SECOND CAUSE OF ACTION

26 (For Fraudulent Inducement Against All Defendants)

27 47. Plaintiff hereby incorporates and realleges each and every allegation contained in

28 paragraphs 1 through 46, as though fully set forth herein.

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COMPLAINT
 1 48. In or around April 2024, Clayton, Cramer, and Doher, individually and through

2 entities they controlled, promised that Spellbinder would invest one million dollars ($1,000,000.00)

3 of its own funds in connection with the theatrical release of the Picture and would cause those funds

4 to be used for on marketing spend.

5 49. Plaintiff is informed and believes, and based thereon alleges, that Defendants knew at

6 the time they made these representations that Spellbinder would not, in fact, invest its own funds on

7 marketing spend for the Picture.

8 50. Plaintiff is informed and believes, and based thereon alleges, that Defendants made

9 these representations with the intent of inducing Plaintiff to execute the Agreement and subsequently

10 transfer one million dollars ($1,000,000.00) to Spellbinder.

11 51. In reliance upon the false representations made by Defendants, Plaintiff executed the
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12 Agreement and transferred one million dollars ($1,000,000.00) to Spellbinder.

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52. As a direct and proximate result of Spellbinder’s failure to contribute its own one
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13

14 million dollars ($1,000,000) towards marketing spend, Picture failed to generate revenue

15 commensurate with its quality.

16 53. Plaintiff has been harmed in an amount to be determined at trial, but not less than ten

17 million dollars ($10,000,000).

18 THIRD CAUSE OF ACTION

19 (For Fraud Against All Defendants)

20 54. Plaintiff hereby incorporates and realleges each and every allegation contained in

21 paragraphs 1 through 53, as though fully set forth herein.

22 55. In or around April 2024, Clayton, Cramer, and Doher all promised Plaintiff’s

23 principal, Bob Yari, that Spellbinder would provide transparency throughout its partnership with

24 Plaintiff, including providing invoices to support the media spend and live updates regarding the

25 success of the various media campaigns Spellbinder was managing.

26 56. Spellbinder made the promises set forth in the Agreement, including the promise to

27 pay one million dollars ($1,000,000) in cash or cash equivalents of the costs identified in the Media

28 Plan, on May 3, 2024.

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COMPLAINT
 1 57. Plaintiff is informed and believes, and based thereon alleges, that Spellbinder knew,

2 in April 2024 through the time that it executed the Agreement on May 3, 2024, that it had no intention

3 of providing the services or transparency as agreed in the Media Plan at the time that the Agreement

4 was executed.

5 58. Plaintiff is informed and believes, and based thereon alleges, that Spellbinder falsely

6 represented that it would contribute one million dollars ($1,000,000) in cash or cash equivalents

7 towards the costs identified in the Media Plan with the intent of causing Plaintiff to transfer one

8 million dollars ($1,000,000) to Spellbinder. Instead, Spellbinder intended to use Plaintiff’s funds

9 transferred pursuant to the Agreement to perform portions of the Media Plan with the intent that

10 Plaintiff would never learn that Spellbinder failed to fully execute on all parts of the Media Plan.

11 Indeed, when Plaintiff recently requested proof that Spellbinder spent one million dollars
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12 ($1,000,000) in cash or cash equivalents, Spellbinder refused to provide such proof. Spellbinder
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13 refused to even provide proof that it spent the full one million dollars ($1,000,000) that Plaintiff
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14 contributed on execution of the Media Plan.

15 59. Plaintiff justifiably relied on Spellbinder’s representations made in the Agreement,

16 including the promise to provide documentation supporting the Media Spend and to pay one million

17 dollars ($1,000,000) of the costs identified in the Media Plan, when executing the Agreement and

18 transferring one million dollars ($1,000,000) to Spellbinder.

19 60. As a direct and proximate result of Spellbinder’s failure to pay one million dollars

20 ($1,000,000) and to execute the complete Media Plan as agreed, the Picture failed to generate revenue

21 commensurate with its quality.

22 61. Plaintiff has been harmed in an amount to be determined at trial, but not less than ten

23 million dollars ($10,000,000).

24 FOURTH CAUSE OF ACTION

25 (For Money Had and Received Against All Defendants)

26 62. Plaintiff hereby incorporates and realleges each and every allegation contained in

27 paragraphs 1 through 61, as though fully set forth herein.

28 / / /

13
COMPLAINT
 1 63. Spellbinder received funds from Plaintiff that were intended to be used for Plaintiff’s

2 benefit.

3 64. Spellbinder did not use the funds for Plaintiff’s benefit as agreed.

4 65. Spellbinder has not returned the funds to Plaintiff.

5 FIFTH CAUSE OF ACTION

6 (For Accounting Against Spellbinder)

7 66. Plaintiff hereby incorporates and realleges each and every allegation contained in

8 paragraphs 1 through 65, as though fully set forth herein.

9 67. Plaintiff and Spellbinder entered into a relationship whereby Spellbinder agreed to

10 spend one million dollars ($1,000,000) contributed by Plaintiff on an advertising campaign for the

11 Picture.
STUBBS ALDERTON & MARKILES, LLP

SHERMAN OAKS, CALIFORNIA 91403

12 68. Plaintiff is informed and believes, and based there on alleges, that Spellbinder failed
15260 VENTURA BLVD.

13 to spend the full one million dollars ($1,000,000) contributed by Plaintiff on the Media Plan agreed
20TH FLOOR

14 by the parties and failed to contribute one million dollars ($1,000,000) in cash or cash equivalents to

15 execute the Media Plan. The amount actually spent by Spellbinder is so difficult to determine that it

16 can only be ascertained through an accounting.

17 69. Plaintiff is entitled to and hereby demands an accounting from Spellbinder of the funds

18 spent on the Media Plan.

19 PRAYER FOR RELIEF

20 1. For compensatory damages according to proof, in an amount Plaintiff is informed and

21 believes, and based thereon alleges, to be no less than ten million dollars ($10,000,000);

22 2. For punitive damages in an amount to be proven at trial;

23 3. For restitution in an amount to be proven at trial, plus pre-judgement interest;

24 4. For an accounting of the funds spent by Spellbinder on the Media Plan; and

25 5. For such other and further relief as the Court deems just and proper.

26 / / /

27 / / /

28 / / /

14
COMPLAINT
 1 DEMAND FOR JURY TRIAL

2 Plaintiff hereby demands a trial by jury for all issues so triable in this action.

4 Date: December 10, 2024 STUBBS ALDERTON & MARKILES, LLP

6 By:
Daniel A. Rozansky
7 Celina C. Kirchner
8 Attorneys for Plaintiff,
MAGENTA LIGHT PRODUCTIONS, INC.
9

10

11
STUBBS ALDERTON & MARKILES, LLP

SHERMAN OAKS, CALIFORNIA 91403

12
15260 VENTURA BLVD.
20TH FLOOR

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

15
COMPLAINT
Exhibit A
DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

This NON-PRECEDENTIAL, NON-CITABLE term sheet ("Term Sheet"), dated as of May 3, 2024 (the
"Effective Date"), is an outline of the basic and material terms relating to Spellbinder, LLC furnishing
media services and investment in connection with the distribution and exploitation of the motion
picture currently entitled, "STRANGE DARLING" (the "Picture") in the Territory, as defined below.
The parties acknowledge and agree that it is the intention of the parties to enter into a long form
financing agreement containing the terms set forth herein and other terms and conditions as are
customary in the motion picture industry to be negotiated in good faith with respect to the subject
matter hereof (the "Long Form Agreement"). In the event that a Long Form Agreement is not
executed by the parties hereto, then this Term Sheet shall be deemed binding and govern the terms
between the Parties as related to the distribution and exploitation of the Picture in the Territory. For
good and valuable consideration, including the mutual understandings, covenants, and undertakings
herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that
the terms, obligations, and commitments contained in this Term Sheet shall be binding as of the date
of execution of this Term Sheet until such time as a Long Form Agreement is negotiated, drafted, and
executed that supersedes this Term Sheet.

1 PARTIES Spellbinder, LLC, a Wyoming limited liability company ("SB")

10311 Clusterberry Court
Los Angeles, CA 90077

And

Magenta Light Productions, Inc., a CA corporation ("Company")

10850 Wilshire Blvd., Suite 1250
Los Angeles, CA 90024
(310) 689-1651

Collectively: the "Parties"

2 CONDITIONS PRECEDEN All SB's and Company's obligations hereunder are subject to the
satisfaction (or waiver) in writing of all the following for the Picture, and
for which time is of the essence ("Conditions Precedent" or "CP") :

a) Approval by SB, in its sole and absolute discretion, of Company's

chain-of-title in and to the Picture (which such CP has been
deemed satisfied for the purposes of these Conditions Precedent);

b) Parties' mutual approval of the P&A Budget;

c) No later than May 15, 2024 (unless Release Date changes), SB

showing proof to Company that SB has the SB Investment amount
(currently to be $1MM) (which such CP has been deemed satisfied
for the purposes of these Conditions Precedent);

d) No later than May 15, 2024 (unless Release Date changes),

Company showing proof to SB that Company has the Company

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 1

DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

Investment amount (currently to be $1MM) and another $1MM

for remaining P&A Budget;

e) No later than May 15, 2024 (unless Release Date changes),

Company's receipt of a Media Plan (as such term is defined
below);

f) Company approving the Media Plan at least 90 days prior to the

initial theatrical release of the Picture;

g) Access to SB of all available marketing and advertising materials

("Access Materials") which may be reasonably required to be
delivered to third parties, including, but not limited to, traditional
and online advertising media outlets, as reasonably necessary to
allow SB to perform the Media Services hereunder on a timely
basis;

h) With respect to Company's payment obligations hereunder,

Company's receipt of all forms and documents reasonably
necessary to enable Company to effect payment to SB, including
without limitation a properly completed IRS Form W-9 and
California Form 590, SB 's Articles of Incorporation and any other
tax and corpo ration identification forms required by Company.

3 PICTURE "STRANGE DARLING" (the "Picture") starring Willa Fitzgerald, Kyle Gallner,
and Ed Bagley Jr.; Written and directed by JT Mollner.

4 AGENCY OF RECORD SB shall be engaged as Company's exclusive media negotiating and buying
agency in the Territory for the theatrical release of the Picture. Upon
reasonably advanced written request by SB, Company will promptly
provide SB with a standard Agency of Record Letter, subject to Company's
review and negotiations thereof, authorizing SB to act in such a capacity.
SB will perform advertising planning, purchasing, and trafficking (the
"Media Services"), as further set forth below.

5 TERRITORY United States and its possessions ("Territory") .

6 THEATRICAL RELEASE Company committed to the Picture rightsholder to a minimum 800 screen
COMMITMENT theatrical release for the Picture in the Territory ("Theatrical
Commitment"), with a release date currently anticipated to be August 23,
2024 ("Release Date"). Company shall consult with SB in advance of any
change(s) to the Theatrical Commitment and/or Release Date provided
that Company decisions are final and inadvertent failure to consult shall
not constitute a breach of the agreement.

7 P&A BUDGET Minimum print & advertisement budget of approximately Three Million
Dollars ($3,000,000) ("P&A Budget"), which includes a minimum media

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

spend of approximately Two Million Dollars ($2,000,000) ("Media Spend").

If Media Spend is increased and/or chase funds are required and mutually
agreed by SB and Company, then SB and Company shall increase the SB
Investment and Company Investment under the same terms.

8 SB INVESTMENT a) Subject to timely satisfaction of the Conditions Precedent, SB will

provide cash or cash equivalent investment of fifty percent (50%)
of the total Media Spend for the Picture without offset, set-off,
deduction, reduction or withholding of any kind or nature (the
"SB Investment") pursuant to the Approved Media Plan (as
defined below). For purposes of illustration, for a Media Spend of
Two Million Dollars ($2,000,000), SB's Investment provided
hereunder would be One Million Dollars ($1,00,000).

In consideration of the SB Investment and, in addition to the

credits outlined below, SB shall be entitled to receive a premium in
the amount of Fifteen Percent (15%), on a per annum basis, on the
SB Investment (the "SB Premium") pursuant to allocation of Gross
Proceeds in section 15d) below.

In addition, SB shall be entitled to interest in the amount of Fifteen

Percent (15%), accruing on a per annum basis, on any amounts of
the SB Investment and SB Premium that remain outstanding on
the date that is twelve (12) months following the initial theatrical
release of the Picture pursuant to allocation of Gross Proceeds in
section 15e) below (the "SB Interest").

The SB Investment, SB Premium and, if applicable the SB Interest

shall be recouped by SB pursuant to the waterfall as set forth in
allocation of Gross Proceeds in section 15 below.

b) No other individuals and/or entities contributing financing for the

P&A Budget, including Company, its parent, subsidiaries, and
affiliates, shall be entitled to any premium, interest or any other
charge, fee or and/or return in connection with the financing for
the P&A Budget to exceed 15% without SB's prior, written consent
and, if approved, the premium and/or interest payable to SB shall
automatically be increased to so match.

c) $ means USD.

9 COMPANY INVESTMENT Subject to timely satisfaction of the Conditions Precedent, Company will
provide cash or cash equivalent investment of fifty percent (50%) of the
total Media Spend for the Picture without offset, set-off, deduction,
reduction or withholding of any kind or nature (the "Company
Investment") pursuant to the Approved Media Plan (as defined below).

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 3

DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

In consideration of the Company Investment, Company shall be entitled to

receive a premium in the amount of Fifteen Percent (15%) of the Company
Investment (the "Company Premium") pursuant to the allocation of Gross
Proceeds in section 15d) below.

In addition, Company shall be entitled to interest in the amount of Fifteen

Percent (15%), accruing on a per annum basis, on any amounts of the
Company Investment and Company Premium that remain outstanding on
the date that is twelve (12) months following the initial theatrical release
of the Picture pursuant to the allocation of Gross Proceeds in section lSe)
below (the "Company Interest").

The Company Investment, Company Premium and, if applicable the

Company Interest shall be recouped by Company pursuant to the waterfall
defined in Gross Proceeds in section 15 below.
10 WIRE
INSTRUCTIONS

11 MEDIA
SERVICES a) All services provided by SB shall be of the highest quality and shall
conform to the specifications approved by Company, including but
not limited to applicable major studio theatrical distribution
standards and practices in the US. SB's services shall be rendered
in a first-class, professional manner consistent with the
entertainment industry standard for such services. SB shall
prepare, in consultation with Company, a national, regional, and
local media plan (unless SB is further engaged for additional
marketing services as defined below, the plan will not be inclusive
of Exhibitor Relations, Creative, Publicity/Promotion, Social, Digital
Events and Activations or Grass Roots Campaigns) for advertising
the theatrical release of the Picture in the Territory (the "Media
Plan").

b) At such time as SB and Company have approved, in writing, to the

specifications and pricing included in the proposed Media Plan,
and provided that such written approval has occurred no later
than 90 days prior to the initial theatrical release of the Picture
(unless such time period is shortened or waived in writing by SB in
its sole discretion), then such Media Plan shall be the deemed the
approved Media Plan (the "Approved Media Plan"). The parties
may mutually agree to materially modify the Approved Media Plan
from time to time until insertion orders are signed.

c) Within forty-eight (48) business hours following the written

approval of the Media Plan for the Picture, SB shall provide

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

Company with insertion orders for the media outlined in the

Approved Media Plan (the "Insertion Orders").

d) Within forty-eight (48) business hours thereafter, Company shall

wire the Company Investment to the SB account as described in
para. 10 above.

e) SB will execute on the Insertion Orders with SB paying the

respective media providers its pro rata share of the SB Investment
to use towards the Insertion Order for each such execution.

f) SB shall only use the SB Investment and Company Investment

towards the Approved Media Spend and Insertion Orders.

g) The Media Services shall include negotiating and securing rates,

location, terms, and conditions available and coordinate media
added value and integrations with the media for space and/or
time to implement the Approved Media Plan, with the terms of
such agreements to include: (1) guaranteed audience delivery,
daypart delivery pursuant to the Approved Media Plan (+/-3%),
negotiated rate card (benchmarked), and the following of buying
guidelines; (2) providing a standard post-run report with a written
schedule of all media time placements for the Picture indicating
national and local media selected, and the dates and number of
days of that media.

h) With respect to television media, the Media Services shall include

a standard post-run report including a written schedule of all
media time placements for the Picture indicating national and
local media selected, and the dates and number of days of that
media. No sooner than 90 days after the initial theatrical release
of the Picture, SB shall provide proof of performance for any
media placements made for Company ("Media Placement
Performance").

i) With respect to the foregoing Media Services, it is agreed that (i)

all placements, insertions and/or postings of the media shall be
subject to availability, market conditions and each media
provider's rules on eligibility, which shall be at the discretion of
the provider; (ii) all media purchased under this Term Sheet shall
be subject to each media provider's standard terms and
conditions, including the provider's cancellation policies, and shall
be bound by such terms and conditions; (iii) SB will not be liable
for delays and errors in the delivery and/or non-delivery of
advertising materials that are beyond SB's reasonable control; (iv)
SB is not in any way to be involved in any creative content and
therefore will assume no responsibility for the success of the

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

creative content; and (v) SB makes no representation or

warranties as to the total number of viewer impressions or the
revenue generating performance of any advertising that SB
purchases under the Approved Media Plan. SB will monitor
delivery of the Approved Media Spend and will notify Company in
writing as soon as possible if SB believes that an under-delivery is
likely. In the case of a probable or actual under-delivery, SB and
Company shall negotiate in good faith to arrange for a
makegood(s) consistent with these terms (including, but not
limited to, reducing the amount SB recoups as its SB Investment
from the Gross Proceeds if applicable).

12 PENALTY/KILL FEE In the event that Company does not approve the proposed Media Plan on
a timely basis for it to qualify as an Approved Media Plan hereunder (i.e.,
by 90 days prior to initial theatrical release of the Picture), then the
parties will have no further obligation to each other with respect to the
applicable Picture; provided, however, that if Company thereafter
substantially and significantly utilizes the proposed Media Plan in
connection with the theatrical release of the Picture, Company shall pay to
SB a non-precedential media planning fee in the amount of two percent
(2%) of the Media Spend ("SB Planning Fee") as consideration for SB's
services provided hereunder. The SB Planning Fee will be payable upon
the later of the initial media start date or the initial commercial release for
the Picture in the Territory.

13 SB'S CONFIDENTIAL Company understands that SB uses third-party vendors ("Third-Party

INFORMATION Vendor(s)") for unique proprietary buying methods on media that it
purchases. Company understands that SB's relationships with Third-Party
Vendors ("Third-Party Vendor Relationships") are a trade secret of SB and
will remain non-disclosed to Company and Company disclaims any right,
title and/or interest to any of SB's Third-Party Vendor Relationships.
Notwithstanding the foregoing, SB shall provide a full transparency as to
how the Approved Media Spend and Insertion Orders are executed .

For a period of five (5) years from date of this agreement, Company agrees
to maintain in strict confidence, all of SB's Third-Party Vendor
Relationships shared with Company, if any. Notwithstanding any other
provision in this Agreement, nothing shall prohibit or limit Company's use
of any such information, or any portion thereof, which: (i) is disclosed with
SB's express written consent; (ii) which Company knew prior to the
disclosure of such information by SB; (iii) which has become publicly
known through no wrongful act of Company; (iv) which was independently
developed by Company, without reference to confidential information
received hereunder and not in breach of this Agreement; (v) is disclosed
pursuant to law, governmental, judicial, administrative or other validly
enforceable subpoena, summons, order or similar process, or professional
or regulatory standards; (vi) is disclosed by Company in connection with

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

any judicial or other proceeding involving the Picture; (vii) to the extent
necessary to comply with governmental disclosure requirements; (viii) to
Company's financial and legal representatives, owners, parent, and
partners, and the respective financial and legal representatives of each of
same; or (ix) as may be necessary and appropriate in connection with the
performance and enforcement of this Agreement.
14 MARKETING SERVICES Subject to Company option (to be exercised in Company's sole discretion),
SB will provide marketing strategy & positioning inclusive of this
agreement. SB will also make available services defined as but not limited
to: Exhibitor Relations, Creative, Publicity/Promotion, Social, Digital Events
and Activations or Grass Roots Campaigns.

In the event Company exercises its option to engage SB to render

marketing services, a fee of Two Hundred Thousand Dollars ($200,000) will
be paid to SB for total marketing services with additional terms to be
negotiated in good faith. With Company's prior written approval, hard
costs/net expenses to third party vendors (i.e., Trailer vendors, In theater
trailer play, etc.) will be billed to and paid directly by Company.

In the event Company exercises its option, regardless of the source of the
above services, there shall be meaningful consultation between SB and
Company for final approvals, provided that Company decision is final. If
Company does not exercise its option, Company will nevertheless
meaningfully consult with SB regarding the marketing strategy and
creative for the Picture provided that Company decisions are final and
inadvertent failure to consult shall not constitute a breach of the
agreement.

15 GROSS PROCEEDS "Gross Proceeds" shall mean and include all non-refundable, non-
returnable, distributable amounts actually received by or credited to
Company and its wholly owned subsidiaries and wholly owned affiliates
arising out of or in connection with the distribution of the Picture in the
Territory.

As consideration for the SB Investment, and provided that SB complies

with its material obligations hereunder and is not otherwise in material
breach or default hereof, SB shall be entitled to participate in Gross
Proceeds as follows:

Allocation of Gross Proceeds: The following shall be paid on a continuing

basis "off the top" of Gross Proceeds if and when they become due, in the
following order:

a) First, Company will retain a distribution fee of 25%, which shall be

inclusive of all subdistribution fees (provided ten percent [10%]
shall be deferred and retained and paid to Company per section

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

15c) below until SB has recouped its SB Investment (but not the SB
Premium or SB Interest);

b) Second, Company, SB, and any additional P&A Budget financiers

("Additional P&A Financiers") will be entitled to receive the
Company Investment, any additional Company P&A Budget
investment, SB Investment and Additional P&A Financiers
investment, as applicable, on pro rata pari passu basis until each
such Company Investment, any additional Company P&A Budget
investment, SB Investment and Additional P&A Financiers
investment are fully repaid. (Solely for example, if P&A Budget is
$3MM which includes the approximate $2MM Media Spend and
Company Investment is $1MM, SB Investment is $1MM_and
Company funded the remaining P&A Budget of $1MM, then
Company recoups 2/3 and SB recoups 1/3 on pari passu basis.);

c) Third, Company will retain and be paid its deferred distribution fee
of 10% to be made whole as part of the distribution fee payable to
Company pursuant to subsection 15a) above;

d) Fourth, Company and SB will be entitled to receive the Company

Premium and SB Premium, and the Additional P&A Financiers will
be entitled to receive a premium of 15% on their respective equity
contributions, all on a pro-rata pari passu basis;

e) Fifth, Company, SB and any Additional P&A Financiers will be

entitled to receive the Company Interest, SB Interest, and any
interest to Additional P&A Financiers, as applicable, on a pro-rata
pari passu basis; and

f) Sixth, any remaining sums shall be deemed the "Adjusted Gross

Proceeds" of the Picture and 100% of Adjusted Gross Proceeds
shall be allocated and distributed to Company.

For the avoidance of doubt, Gross Proceeds shall be defined on a most

favored nations basis with all other individuals and/or entities contributing
financing for the P&A Budget, including Company, its parent, subsidiaries
and affiliates.

There shall be no crossing of the Gross Proceeds with any revenue and/or
expenses attributable to the Picture outside of the Territory or any other
motion picture or other production.

The Company (or its agents, principals, or representatives) has not made
any express or implied representation, warranty, guarantee or agreement
as to the amount of proceeds which will be derived from the distribution
or any other exploitation of the Picture, nor has the Company made any

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

express or implied representation, warranty, guarantee or agreement that

there will be any sums payable or recoupable to SB hereunder, or that the
Picture will be favorably received by exhibitors or by the public, or will be
distributed continuously. In no event shall the Company incur any liability
based upon any claim that the Company (or its agents, principals, or
representatives) has failed to realize receipts or revenue, which should or
could have been realized .

16 ACCOUNTING/AUDIT/ a) SB shall keep accurate books and records regarding the Approved
COLLECTIONS Media Spend, Insertion Order executions and SB Investment ("SB
Books and Records"). Company shall have the right to audit the
SB Books and Records, during normal business hours, once within
12 months following the initial theatrical release of the Picture in
the Territory (and for no longer than thirty (30) days), on not less
than 10 business days' notice to SB, at Company's sole cost and
expense by a reputable CPA firm with experience in the media
buying sector of the entertainment industry; provided that, if an
audit reveals a discrepancy of 5% or greater from the Approved
Media Spend, then, in addition to promptly paying to Company the
pro-rata amount of such discrepancy based on the Company
Investment in the Approved Media Spend, SB shall promptly pay to
Company the third-party cost and expense of such audit.

b) Company shall keep accurate books and records regarding the

Picture (including, without limitation, the P&A Budget and the
execution thereof) and Gross Proceeds ("Books and Records") and
account and pay to SB its share of Gross Proceeds reflected
thereon (an "Accounting") on a calendar quarterly basis during the
first year after initial theatrical release of the Picture (and
semiannually thereafter), within 30 days from the last day of such
quarter (or semi-annual period as applicable), commencing in the
calendar quarter in which the Picture is initially commercially
released in the Territory. Notwithstanding the foregoing
sentence, no accounting statement shall be required for any
accounting period following the full recoupment by SB of the SB
Investment, SB Premium and, if applicable, the SB Interest. Each
such statement shall be conclusive and binding on SB twelve (12)
months after such statement is issued unless SB objects in writing
within such 12-month period . To the extent the items reflected in
such Accounting has not become incontestable or have not been
previously examined, SB shall have the right to audit Company's
Books and Records, during normal business hours, once every 12
months (and for no longer than thirty (30) days), on not less than
10 business days' notice to Company, at SB's sole cost and expense
by a reputable CPA firm with experience in the entertainment
industry; provided that, if an audit reveals a discrepancy in the
amount due to SB of 5% or greater, then, in addition to promptly

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

paying to SB the amount of such discrepancy, Company shall

promptly pay to SB the third-party cost and expense of such audit.

17CREDITS Subject to producer and rights holder approval (which Company shall use
good faith efforts to obtain) and provided that the film is not locked (if
credits and space are available) and SB's payment of the SB Investment, SB
shall be entitled up to two (2) executive producer credits on all positive
prints of the Picture in the Territory, in the main titles (or wherever EP
credits are) and in the billing block of paid ads, as well as an end title credit
substantially in the form "Media Placement Services provided by
Spellbinder, LLC." For purposes of clarification, this provision doesn't
apply to the Picture and there shall be no credits for SB in the Picture as
the Picture is locked.

18 REPRESENTATIONS, a) Company represents and warrants that (i) it has the full right,
WARRANTIES AND power and authority to enter into this Term Sheet and grant the
INDEMNIFICATION rights granted to SB hereunder without the consent of any other
party; (ii) it has all rights necessary to distribute the Picture in the
Territory; and (iii) to the best of Company's knowledge, there are
no claims or litigation pending or threatened in connection with
the Picture; and (iv) and except with respect to materials that SB
provides to Company, to the best of Company's knowledge upon
exercise of reasonable due diligence, any materials provided by
Company will not infringe any statutory or common-law copyright,
will not be actionably libelous or obscene, will not violate any right
of privacy or publicity, or, to the best of Company's knowledge
upon exercise of reasonable due diligence, otherwise violate any
law or any person's personal or property rights, and will be wholly
original with Company. Furthermore, Company represents and
warrants that it is not relying upon any representation, warranty,
or statement (except any such representation, warranty or
statement expressly set forth in this Term Sheet) of SB. Company
agrees to indemnify, defend and hold harmless SB and its affiliated
companies, licensees, agents, successors, assigns, directors,
officers, and employees, from and against any third-party losses,
liabilities, demands, damages, charges, expenses and costs
(including reasonable outside attorneys' fees and expenses) arising
from a third-party claim incurred by reason of any breach of
Company's representations, warranties or covenants contained in
this Agreement and arising out of the distribution, exhibition,
advertising, or other exploitation of the Picture by Company.
Company's representations and warranties, and Company's
obligation to indemnify SB hereunder, shall survive termination of
this Agreement for any reason.

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DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

b) SB represents and warrants that: (i) SB has full power and

authority to make this Agreement and grant the rights granted
herein; (ii) in performing under this Agreement, SB will not violate
the terms of any agreement with any third party; and (iii) except
with respect to materials that Company provides to SB, any
materials provided by SB will not be in the public domain, will not
infringe any statutory or common-law copyright, will not be
action ably libelous or obscene, will not violate any right of privacy
or publicity, or, to the best of SB's knowledge (upon reasonable
due diligence), otherwise violate any law or any person's personal
or property rights, and will be wholly original with SB.

Furthermore, SB represents and warrants that it is not relying

upon any representation, warranty or statement (except any such
representation, warranty or statement expressly set forth in this
Term Sheet) of Company.

SB shall indemnify, defend, and hold Company harmless from and

against any liabilities, losses, damages, costs, and expenses,
including reasonable attorneys' fees and court costs, arising from
any third-party claim, action, or proceeding based on any breach
of any of SB's representations, and/or warranties set forth herein.
SB's representations and warranties, and SB's obligation to
indemnify Company hereunder, shall survive term ination of this
Agreement for any reason.
19 MISCELLANEOUS a) Controls/Approvals. Notwithstanding anything to the contrary
herein, all decisions made in connection with the distribution,
marketing, release, and exploitation of the Picture (including,
without limitation, the exercise of all approvals and controls with
respect to the distribution, marketing and promotion of the
Picture and any elements thereof) shall be within the sole and
absolute discretion of Company.

b) Ownership of Picture. For good and valuable consideration, the

receipt and adequacy of which is hereby acknowledged, SB
irrevocably grants, assigns, and transfers to Company all of SB's
right, title, and interest in and to SB'S results and proceeds hereof.
Notwithstanding anything to the contrary herein, SB acknowledges
and agrees that it has not, and shall not, acquire, own, or
otherwise control any copyright, intellectual property, distribution
or other right or interest in or to the Picture (or the results and
proceeds thereof) by virtue of this agreement or otherwise.

c) Remedy. SB's remedy, if any, for any breach of this Agreement by

Company shall be solely in monetary damages, and SB shall solely
look to Company for recovery of such damages. SB waives and
relinquishes any right SB otherwise might have to (i) obtain

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 11

DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

injunctive or equitable relief for any reason, and (ii) proceed

against any third party with respect to any dispute arising under
this Agreement.

d) Confidentiality. SB agrees to maintain in strict confidence,

before, during and after the term of SB's Media Services
hereunder, all information and materials provided by Company to
SB, including but not limited to Company's creative briefing on the
content, elements, and characteristics of the Picture. SB shall not
disclose or make available to any third-party any information
concerning Company, its affiliated companies, employees,
programming services, operations, businesses or activities, the
Picture, SB's Media Services, or this Agreement without Company's
prior written approval; provided, however, nothing shall prohibit
or limit SB's use of any information, or any portion thereof, which
(i) with Company's express written consent; (ii) which SB knew
prior to the disclosure of such information by Company; (iii) which
has become publicly known through no wrongful act of SB; (iv)
which was independently developed by SB, without reference to
confidential information received hereunder and not in breach of
this Agreement; (v) is disclosed pursuant to law, governmental,
judicial, administrative or other validly enforceable subpoena,
summons, order or similar process, or professional or regulatory
standards; (vi) is disclosed by SB in connection with any judicial or
other proceeding involving the Picture; (vii) to the extent
necessary to comply with governmental disclosure requirements;
(viii) to SB's financial and legal representatives, owners, parent,
and partners, and the respective financial and legal
representatives of each of same; or (ix) as may be necessary and
appropriate in connection with the performance and enforcement
of this Agreement. Any party to whom disclosure is made
hereunder shall be obligated to comply with the terms of this
paragraph.

e) Press Release. Company shall have the sole and exclusive right in its
sole discretion to issue any information, advertising or publicity in
any form relating to the Picture, SB's Media Services, and this
Agreement. SB shall not make any statements to the press or any
media service or distribute or circulate any written release,
promotional literature, news story, advertising, publicity, or
communications of any kind to any other party regarding Company,
its affiliated companies, employees, programming services,
operations, businesses or activities, the Picture, SB's Media Services,
or this Agreement without Company's prior written approval in each
instance. SB shall at no time use or refer to the name(s), logos, trade
names, trademarks or service marks of Company or companies

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 12

DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

related thereto in any manner without Company's prior written

approval in each instance.

f) This Term Sheet will be binding upon and will inure to the benefit
of the parties and their respective successors and permitted
assigns.

g) Assignment. Neither party may assign this Term Sheet or any of its
rights or obligations hereunder without the other party's prior
written consent, provided however SB shall have the right to freely
assign any payment due to SB hereunder and provided that
Company may assign to any person or entity all or any portion of
this agreement, in which event Company shall remain primarily
liable for all of Company's obligations so assigned, except,
however, that Company shall have no further liability for any such
obligations which are assumed in writing by (i) a person or entity
into which Company merges or is consolidated or (ii) a person or
entity which acquires all or substantially all of Company's business
and assets or (iii) a person or entity which is controlled by, under
common control with, or controls Company or (iv) any major or
"mini-major" motion picture company, broadcast or cable
television network or (v) other similarly financially responsible
party.

h) Notices. Notices and other communications required or permitted

to be given under this Agreement shall be given in writing and
delivered in person, delivered via certified mail or email, or
delivered by nationally-recognized courier service, properly
addressed and stamped with the required postage (if applicable) to
the applicable individuals and addresses specified in the subsection
of this agreement. Failure by either party to provide "courtesy
copies" shall not constitute a breach of the agreement. Notice
shall be deemed effective upon delivery on the date personally
delivered, or the date two (2) business days after the date mailed if
mailed in the United States, and five (5) business days after the
date mailed if mailed outside of the United States. Until further
notice, the addresses of the parties shall be as follows:

To SB: Spellbinder, LLC, a Wyoming limited liability company

10311 Clusterberry Court
Los Angeles, CA 90077
Phone: 352-239-3310
Attn : Chad Doher
Email: [email protected]

With a courtesy copy to:

Davis Wright Tremaine LLP

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 13

DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

865 South Figeuroa Street

Los Angeles, CA 90017
Phone: 213.655.9645
Attention: Ian Brereton, Esq.
Email: [email protected]

To Company: Magenta Light Productions, Inc., a CA corporation

10850 Wilshire Blvd., Suite 1250
Los Angeles, CA 90024
(310) 689-1651
Attn: Business & Legal Affairs
Email: [email protected]

i) No Joint Venture. This Term Sheet does not evidence or constitute,

and nothing contained in this Term Sheet shall be construed as
creating, an agency, partnership, joint venture, or other fiduciary
relationship between the parties. SB shall be solely responsible
for any workers' wages, social security, and Medicare contribu-
tions, and similar withholdings, deductions, and payments which
may be required by federal, state, or local law with respect to (i)
sums paid to SB hereunder and (ii) SB's employees, subcontractors,
and vendors, and SB's employees shall look solely to SB in
connection therewith. SB is not Company's employee hereunder
for purposes of Company's employee benefits or any other such
purposes.

j) Waivers, Amendments; Headings. This Term Sheet may not be

changed or modified, or any covenant or provision hereof waived,
except by an agreement in writing. Paragraph headings are used in
this Term Sheet for convenience only and will not be used to
interpret or construe the provisions of this Term Sheet. No delay
in enforcing any right under this Term Sheet will constitute a
waiver of such right. The parties agree that each paragraph,
subparagraph, or clause of this Term Sheet shall be viewed as
separate and divisible and if any paragraph, subparagraph, or
clause is held to be invalid, the remaining paragraphs,
subparagraphs and/or clauses shall continue in full force and
effect.

k) Governing Law. This Term Sheet will be construed in all respects in

accordance with the laws of the State of California and the parties
submitto the jurisdiction of the Federal and State Courts located in
Los Angeles, CA.

I) Counterparts. This Term Sheet may be executed in multiple

counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument. In addition, this Term Sheet

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 14

DocuSign Envelope ID: ED076C99-D3EC-4614-B87E-F56605A6A474

MOTION PICTURE MEDIA SERVICES & INVESTMENT AGREEMENT

"STRANGE DARLING"

may be executed via electronic scanned copy (transmitted via email, pdf,
etc.) and/or facsimile and such electronic scanned copy or facsimile copy
shall constitute an original copy of this Term Sheet.

AGREED & ACKOWDLEDGED BY:

Spellbinder, LLC ht Productions, Inc.

X:

Its: Founder Its: Manager

5.1 Spellbinder Strange Darling P&A Term Sheet.docx 15

Exhibit B
 1 19 Network Smarter,
Home My Network Jobs Messaging Notifications Me For Business Try Premium Free

Sean Clayton (He/Him) · 3rd

Abundance Alchemist - Resilient Reindustrialization Strategist - Radical
Optimist - AI and Web3 Strategist- Board Member - DAOist - Connecting
Love with Business - Conscious Capital

Myosin Inc.

Massachusetts Institute of Technology - Sloan School of Management

New York, New York, United States · Contact info
7,161 followers · 500+ connections

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Profile enhanced with Premium

About
Sean Clayton, a visionary in venture growth, digital marketing, and holistic well-
being, stands out with his unique approach of leading with love and compassion.
As a Dallas native, he founded Myosin, a full-service growth marketing
accelerator known for its unique blend of data artistry, scientific precision,
…seeand
more

Featured

Post Post Post

The #StopHateForProfi Over the last few weeks, The

t campaign and the I’ve shared updates on global #location intellig

How to Create
Meaningful Marketing
martechseries.com

How Advertisers Can

Turn the Facebook
What brands need to streetfightmag.com
do if they want to break
techcrunch.com 37 ·

27 · 1 comment 3 comments 11 · 1 comment

Activity
7,161 followers

Follow

Posts Comments Images

Sean Clayton reposted this • 5h

What a journey it’s been for us as a company. We’ve grown from stressful
meetings and chasing tasks to creating stillness, leading with love, and
…show
fostering
more

Working Well: The simple act of taking deep breaths can reduce …
apnews.com

Sean Clayton reposted this • 1d

In a world of ceaseless motion, we often overlook the quiet power within a single
breath. At Myosin, we're shifting how teams connect, starting with a simple
…showyetmore

How deep breathing can boost staff productivity | TLNT

tlnt.com

17

Sean Clayton reposted this • 2d

It was such an honor to chat with Michelle Lawrence for Muse by

Clios #BlackTea, a series amplifying the incredible voices of Black
women in advertising. I'm grateful for the opportunity to share
…showmymore

32

Show all posts

Experience
Founder
Myosin Inc.
Jun 2020 - Present · 4 yrs 6 mos
New York, New York, United States

Abundance Alchemist
Science of Abundance
Jan 2023 - Present · 1 yr 11 mos

Board Member
Civics Unplugged · Part-time
Oct 2022 - Present · 2 yrs 2 mos
New York, New York, United States

Partner
Gotham Labs
Jan 2023 - Present · 1 yr 11 mos
New York, New York, United States · Remote

Strategic Advisor
Ampathy
Jan 2024 - Present · 11 mos
New York, United States

Show all 33 experiences

Education
Massachusetts Institute of Technology - Sloan School of
Management
Blockchain Technologies: Business Innovation and Application Field Of
StudyMIT Management , Executive Education
2018 - 2018
 University of Houston
Bachelors , Marketing
1998 - 2002

Ran Track and Field.

Show all 3 educations

Licenses & certifications

Blockchain Technologies: Business Innovation and
Application
MIT Sloan Executive Education
Issued Oct 2018
Credential ID 12263965

Show credential

Volunteering
Volunteer
Austin Street Shelter
Aug 2014 - Present · 10 yrs 4 mos
Poverty Alleviation

Bless Dallas - Volunteer

City of Dallas
Mar 2015 - Present · 9 yrs 9 mos
Economic Empowerment

Skills
Marketing
Endorsed by Eric Forst and 12 others who are highly skilled at this

Endorsed by 4 colleagues at Splash

Media

99+ endorsements

Sales
Endorsed by Daniel Cantu and 4 others who are highly skilled at this

Endorsed by 3 colleagues at Splash

Media

99+ endorsements

Show all 50 skills

Recommendations
Received Given
 Justin Fahey · 3rd
The Disruptive Guys, LLC
July 18, 2015, Justin worked with Sean but they were at different
companies

Sean has a good overall understanding of marketing along with

advertising, and operating models across the advertising landscape
especially at optimizing client markets and their media buys across the
board. Sean has a gift at specifically targeting clients needs for
advertising in order for them to gain maximum ROI. Sean is unassuming,
professional and reliable. He is a pleasure to deal with and due to this,
and his abilities, I have recommended him to several colleagues and he
has a very strong network globally at all levels which gives strong

Publications
Location Intelligence 2020
eMarketerLocation data has been a boon for marketers who have learned to use it
in their customer segmentation, analytics, attribution and targeting. But with new
restrictions, the location industry will undergo major changes in 2020. · Feb 18,
2020

Show publication

Location data has been a boon for marketers who have learned to use it in their
customer segmentation, analytics, attribution and targeting. But with new
…see more

Other authors

Reimagining the Human Touch in Retail with Real-time Location

Intelligence
RIS News · Aug 16, 2019

Show publication

The apparel retail industry is no stranger to artificial intelligence. Smart mirrors

allow customers to quickly “try on” products, ‘scan and go’ apps reduce …see
shopping
more

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Languages
Spanish
Limited working proficiency

Interests
Top Voices Companies Groups Newsletters Schools

Arianna Huffington · 2nd

Founder and CEO at Thrive Global
9,616,101 followers

Follow

Fiamma Zarife · 3rd

Country Manager at Airbnb / Board Member / Caboré 2020 / WTW 2019
256,189 followers

Follow

Show all Top Voices

Causes
Arts and Culture • Children • Civil Rights and Social Action • Economic
Empowerment • Education • Health • Poverty Alleviation

Promoted

Sell on Amazon
C.J., keep up with the latest insights from
Sell on Amazon
Stay informed on industry news and trends
Aamna & 2 other connections also
follow

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Simon Yi · 2nd
is accelerating the collaborator economy.

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Jon Bond · 2nd

Founder Weightless.co

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Rob Webb · 2nd

Marketing & Growth

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Mary Kathryn Bryant · 3rd

(aka MK) People Strategist | Executive Maestro

View profile

Zanzibar Vermiglio · 2nd

Managing Partner at Zanzibar Enterprises | When we are truly on
Purpose, the Purpose will always win.

Connect

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People you may know

Julie Hoobler
Vice President, Business & Legal Affairs at Paramount

Connect

Rochelle Gerson
--

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Stephen Dormer
Senior Director at Netflix

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 Erika K.
Executive Vice President, Head of Business Affairs at Paramount
Television Studios

Connect

Rebecca Tantalo
Experienced Business Affairs and Film Finance Professional. Skydance,
Paramount Pictures, BRON Studios, Akin Gump

Connect

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Pages for you

Fox Corporation
Broadcast Media Production and Distribution
73,856 followers

6 connections work here

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The Hollywood Reporter

Entertainment Providers
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