NOV Attorneys for Plaintiff and the Plaintiff Classes. 8 (Additional Attorneys Listed on Signature Page)

Transcription

1 1 Clifford H. Pearson (Bar No ) 2 Daniel L. Warshaw (Bar No ) 3 Bobby Pouya (Bar No ) 4 PEARSON, SIMON & WARSHAW, LLP Ventura Boulevard, Suite Sherman Oaks, California Telephone: (818) Facsimile: (818) NOV Attorneys for Plaintiff and the Plaintiff Classes 8 (Additional Attorneys Listed on Signature Page) SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES, CENTRAL CIVIL WEST STANLEY DONEN FILMS, INC., 17 Plaintiff, 18 VS. 19 TWENTIETH CENTURY FOX FILM CORPORATION, and DOES 1-100, 20 Defendants. 21 CASE NO. BC (related to BC499179, BC499180, BC499182, BC500040) CLASS ACTION [PRQFOOED] AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT Assigned to the Hon. Elihu Berle (Dept. CCW-323) rncsr'iaedl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

2 1 The Motion for Preliminary Approval of a Settlement came before this Court, on 2 November 9, The Court, having considered the proposed Settlement Agreement, 1 attached 3 hereto as Exhibit A, and the Exhibits attached thereto (hereafter collectively, the "Settlement 4 Agreement"); having considered the Motion for Preliminary Approval of Class Action Settlement 5 filed by the parties; having considered the respective points and authorities and declarations 6 submitted by the parties in support thereof; and good cause appearing, HEREBY ORDERS THE 7 FOLLOWING: 8 The Court grants preliminary approval of the settlement as set forth in the Settlement 9 Agreement and finds the terms to be within the range of reasonableness of a settlement that 10 ultimately could be granted approval by the Court at the final Fairness Hearing. For purposes of 11 the settlement, the Court finds that the proposed settlement class is ascertainable and that there is a 12 sufficiently well-defined community of interest among the Class in questions of law and fact. 13 Therefore, for settlement purposes only, the Court grants conditional certification of the following 14 "Settlement Class" defined as follows: 15 All persons and entities (and their successors-in-interest, assigns, and heirs) that are parties to a "Class Profit Participation Contract" (defined by the Settlement 16 Agreement as a Profit Participation Contract using form definitions drafted by Fox before May 31, 1989, that, either as initially drafted or later amended, do not state 17 an express percentage of Home Video Revenue and/or Electronic Sell-Through Revenue to use in calculating a Profit Participation) Excluded from the Settlement Class are 19 a. Fox and any person, trust, firm, corporation or other entity affiliated with or 20 related to Fox; Request for Exclusion in accordance with the requirements set forth by the Court; Affiliates and their predecessors, subsequent to their Profit Participation Contract but regarding 1 b. Any persons or entities who exclude themselves by submitting a timely c. Persons or entities who have entered into an agreement with Fox or its The defined terms set forth in the Settlement Agreement are hereby incorporated by reference in this Order rrr i F BiE:Dl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

3 1 the same Class Film, that includes (i) a buyout of a profit participation interest, or (ii) express 2 provisions regarding the calculation of the Profit Participant's Profit Participation with regard to 3 Home Video Revenue and/or Electronic Sell-Through Revenue, including but not limited to a 4 settlement agreement, an amendment to the relevant Profit Participation Contract, a side letter, or 5 any other writing that sets forth such provisions, and was made prior to the date of the Preliminary 6 Approval Order; and 7 d. Other motion picture studios and their affiliates or predecessors in interest For purposes of the settlement, the Court further designates named Plaintiff ~o >-l 0 >-l '<I ('") 12 ~ w 0 ~!::: :! ~ :J ({) en q; 13 C/J 6 z ~ O'. O'. ~ ~ ~ w ::i 14 ~ _J q; :) u z 0 " 0 m ({) 15 ~ q; ~ O'. q; C/J :) 0 ~ f- z z z q; 0 w:;: > O'. C/J I{) w ~ <O ;I: - ({) ~I{) ~- 9 Concourse Productions, Inc. ("Plaintiff') as Class Representative, and the law firms of Pearson, 10 Simon & Warshaw, LLP, Kiesel Law LLP, Johnson & Johnson LLP, Boucher, LLP as Class 11 Counsel The Court confirms Ange ion Group as the Claims Administrator. 4. A final fairness hearing on the question of whether the proposed settlement should be finally approved as fair, reasonable and adequate as to the members of the Settlement Class is scheduled in Department 323 of this Court, located at 600 South Commonwealth Avenue, Los Angeles, CA 90005, on April 9, 2018, at 11 :00 a.m. 5. At the final fairness hearing, the Court will consider: (a) whether the settlement should be approved as fair, reasonable, and adequate for the class; (b) whether a judgment 19 granting approval of the settlement should be entered; and ( c) whether Plaintiffs application for 20 an award of attorneys' fees, reimbursement of litigation expenses, and class representative 21 enhancement should be granted Counsel for the parties shall file memoranda, declarations, or other statements and 23 materials in support of their request for final approval by no later than February 2, Class Counsel shall file a motion for an award of attorneys' fees, reimbursement of 25 litigation expenses and class representative enhancement by no later than February 2, The Court approves, as to form and content, the Notice of Pendency of Class 27 Action, Proposed Settlement and Hearing Date for Court Approval ("Long Form Notice"), Notice 28 of Proposed Class Action Settlement ("Short Form Notice"), and Settlement Claim Form ("Claim l 3 rpp SPBBEDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

4 1 Form"), which are attached hereto as Exhibits "1," "2," and "3," to the Settlement Agreement 2 respectively. Class Counsel and Counsel for Fox shall have the ability to jointly authorize edits to 3 these notice documents that are consistent with the terms of the Settlement Agreement and this 4 Order. 5 9 form, or remain part of the settlement and receive the benefits provided thereunder ("Close of 10 Claims Period"). 9. The Notice Date shall commence no later Jhan 30 calenrar drys after the date of ~e>utjt.-- ~012-' t\\l\lung N\>T{,(r I> l~)s-ji1. 6 this Order. ~C)l..--\~~ ii)~ f U~Ul"\,b\-1' uj tn1l.(, I~ I J...[ 3011 r ft\~~s r\ie~\tpr,~de\mt\~as~~~:~zays from tae }fotiee~ for a 8 proposed member of the Class to opt out of settlement, object to the settlement, submit a claim ~o HO...:l -:t (') ~ w 0 is: t: ::: <G :::> Cll ~ U) ~ Cl) z 13 ~ ~ 0: is: ~ ~ 14 w J :::> u &j..1 <( z rn Ul ~ <( 0: ~ <( Cl) :::> 0 ~,_.. z z z <( 0 w ~ > 0: Cl) IJ") w ~ <OJ:: U) (J;.1 IJ") ~ The Court directs the mailing of the Long Form Notice and Claim Form by first class mail to the members of the Settlement Class on the Notice Date. 12. Commencing on the Notice Date, the Short Form Notice shall be published as follows: the Settlement Administrator shall cause the Publication Notice, substantially in the form attached as Exhibit "2" of the Settlement Agreement, to appear once in the Variety (in one-half page size) and once in The Hollywood Reporter (in one-third page size). The Settlement Administrator shall also cause the Short Form Notice, substantially in the form attached hereto as Exhibit "2" of the Settlement Agreement, the format of an E-Newsletter, to be disseminated to subscribers of Variety, The Hollywood Reporter, and The Wrap. The Settlement Administrator shall issue a press release in the form of the Short Form Notice to be disseminated through the 21 major media outlets. Plaintiff and Class Counsel are free to perform their duties and/or take 22 additional steps to maximize notice to the Class On or before the Notice Date, the Short Form Notice, the Long Form Notice, and 24 Claim Form shall be made available on an internet website On or before the Notice Date, the parties shall also set up a toll-free telephone 26 number that Settlement Class members may call to obtain a copy of the Long Form Notice and 27 Claim Form The Court finds that the forms of notice to the Settlement Class regarding the fpni!) 9?EDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

5 1 pendency of the action and of this settlement, and the methods of giving notice to members of the 2 Settlement Class. These forms and methods constitute the best notice practicable under the 3 circumstances and constitute valid, due, and sufficient notice to all members of the Settlement 4 Class. They comply fully with the requirements of California Code of Civil Procedure section 382, 5 California Civil Code section 1781, California Rules of Court and 3.769, the California and 6 United States Constitutions, and other applicable law The Court further approves the procedures for Class Members to participate in, opt 8 out of, or object to the Settlement, as set forth in the Settlement Agreement and Long Form 9 Notice To validly object to the Settlement Agreement, an objecting settlement class P ) 0...) '1" "1 11 ~ w ~ ~!:: - 12 ~ ::J 0) ::G <fl ~ VJ 6 z ~ a: er: 13 ~ ~ e 14 w J r}5 _J <l: ::Ju z Q CD <fl ~ <l::<: a: <l: ::J 0 VJ~ f- z z ~ ~ 0 > 0:: VJ Ill w ~ ld :r: - (/) u..:i Ill c member must provide the following information in the written objection: (i) the objecting settlement class member's full name, current address, telephone number, and signature; (ii) the settlement to which you are objecting: "Fox Home Video Settlement;" (iii) the settlement class member's objections to the Settlement Agreement and the reasons for the settlement class member's objections; (iv) whether the settlement class member intends to appear at the Fairness Hearing with or without separate counsel; and (v) if the settlement class member is represented by separate counsel, the name, address, bar number, and telephone number of all attorneys who will The procedures and requirements for filing objections in connection with the Fairness Hearing are intended to ensure the efficient administration of justice and the orderly 27 presentation of any Class Member's objection to the Settlement Agreement, in accordance with 28 the due process rights of all Class Members l 5 fp~~ed1 AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

6 1 19. In advance of the Final Fairness Hearing, on or before March 23, 2018, the 2 Settlement Administrator shall provide a sworn declaration attesting to its administration of the 3 notice plan approved by the Court Pending the Fairness Hearing, all proceedings in this action, other than proceedings 5 necessary to carry out or enforce the terms and conditions of the Settlement Agreement and this 6 Order, are stayed Counsel for the parties are hereby authorized to utilize all reasonable procedures in 8 connection with the administration of the settlement which are not materially inconsistent with 9 either this Order or the terms of the Settlement Agreement To facilitate administration of the Settlement pending final approval, the Court ~o HO...1 <t (") ~ w 0 ~ t: ~ <>::: ::J 0) ~ ([) '.'5 V) 6 z ~ o::o:: < <( 0 > > u, ;> w ::i ~...J <( ::Ju zo. 0 al([) 'S' <( :x: ;::i o:: <! ::J 0 V)~ f- z z z <( 0 w::;: > 0:: V) i!l w ~ \0 :r. < ([) µ:i i!l ~ - 11 hereby enjoins all Class Members from filing or prosecuting any claims, suits or administrative 12 proceedings regarding claims released by the Settlement unless and until such Class Members 13 have filed valid Requests for Exclusion with the Claims Administrator and the time for filing 14 claims with the Claims Administrator has elapsed The Court orders the following Implementation Schedule for further proceedings: Event Last day for defendant to provide class November 30, 2017 member data for preparation of the Notice. Notice Date: (i) last day for claims December 15, 2017 administrator to mail class notice and claim form to class members; (ii) the beginning of publication notice to class; (iii) last day to setup and make settlement website available to public; and (iv) last day to set up and make available toll-free telephone number. Last day for claims administrator to December 30, 2017 complete publication notice to class. Last day for class counsel to file motion February 2, 2018 for award of attorneys' fees, reimbursement of litigation expenses and class representative enhancement. Close of Claims Period: (i) last day for March 2, 2018 Timing rprip~eiedl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

7 ~o...::i 0...::i <;! (') ~ w 0 is: f- :: ~ :) (l) {/) <t VJ - z ~ ~ 0: :s ~ e 14 w- ~...J...J :i 6 0 al{/) z 0-15 ;: <t ::.:: 0: <t VJ :i 0 16 ~ f- z z z <t 0 w:;;: > 0: VJ lo w ~ (0 J; - {/) '1-1 lo ~ class members to submit opt-outs; (ii) last day for class members to submit objections; and (iii) last day for class members to submit claim forms and remain in the class and participate in the benefits thereunder. Last day for Plaintiff to respond to March 23, 2018 objections. Last day for claims administrator to March 23, 2018 provide declaration of mailing of class notice and claim form. Last day for parties to file motion and February 2, 2018 supporting documents for final approval of class action settlement. Last day for claims administrator to February 2, 2018 provide declaration of aggregate claim share amount. Hearing on final approval of class action settlement. 24. The Fairness Hearing and related prior deadlines set forth above may, from time to time and without further notice to the Settlement Class (except those who have filed timely and valid objections), be continued or adjourned by Order of the Court. IT IS SO ORDERED. DATED: Nov. I~ '2017 April 9, 2018 at 11 :00 a.m. ELIHU M. BERLE HONORABLE ELIHU M. BERLE Judge of the Superior Court fpp TWfiJEDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

8 EXHIBIT A

9 GREENBERG TRAURJG, LLP JEFF E. SCOTT (SBN ) 2 ROBERT J. HERRINGTON (SBN ) ALANA C. SROUR (SBN ) Century Park East, Suite 1900 Los Angeles, CA Telephone: Facsimile: Attorneys for Defendant 6 Twentieth Century Fox Film Corporation SUPERIOR COURT FOR THE STATE OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES IO 11 STANLEY DONEN FILMS, INC., l S VS. Plaintiff, TWENTIETH CENTURY FOX FILM CORPORATION, AND DOES 1-100, Defendants. CASE NO. BC CLASS ACTION STIPULATION AND AGREEMENT OF SETTLEMENT Judge: Dept.: Date Filed: Hon. Elihu M. Berle 323 ccw January 16, Ul v4 STIPULATION AND AGREEMENT OF SEITLEMENT

10 STIPULATION AND AGREEMENT OF SETTLEMENT 2 Concourse Productions, Inc. ("Plaintiff'), on behalf of itself and the Settlement Class, 1 and 3 Twentieth Century Fox Film Corporation ("Fox") (collectively, "the Parties"), by and through their 4 counsel, hereby stipulate to the settlement and release of the claims asserted by Plaintiff and the 5 Settlement Class against Fox in the lawsuit captioned as Stanley Donen Films, Inc. v. Twentieth Century 6 Fox Film Corporation, Los Angeles Superior Court Case Number BC499181, upon and subject to the 7 terms and conditions of this Stipulation and Agreement of Settlement (the "Stipulation") set forth below, 8 as of September 22, 2017, subject to the approval of the Court. 9 RECITALS 10 WHEREAS, on January 16, 2013, Stanley Donen Films, Inc. ("Donen"), the loan-out company 11 for Stanley Donen, filed a putative class action complaint against Fox in the Superior Court for the State 12 of California, County of Los Angeles (the "Court"); 13 WHEREAS, the complaint was filed on behalf of a putative class of persons who entered into 14 Profit Participation Contracts and who alleged breaches of those Profit Participation Contracts with 15 respect to the calculation of Profit Participation relating to Home Video Revenue and Electronic Sell- 16 Through Revenue; 17 WHEREAS, on November 26, 2013, a First Amended Complaint was filed that removed Donen 18 and added Plaintiff as the named plaintiff in the case. Concourse, which is the loan out company for 19 Mark Rydell, asserts similar claims for the same putative class; 20 WHEREAS, on January 17, 2014, Fox filed an answer to the First Amended Complaint that 21 generally denied the allegations and asserted certain affirmative defenses; 22 WHEREAS, the Parties have participated in two in-person mediation sessions as well as 23 numerous phone conferences among counsel; 24 WHEREAS, the Parties have exchanged certain documents, calculations and analyses relating to 25 the issues raised in the First Amended Complaint; 26 WHEREAS, Fox (i) denies all allegations of wrongdoing, fault, or liability or that it bas acted Capitalized terms, if not defined elsewhere, are defined in the "Definitions" section below LA v4 STIPULATION AND AGREEMENT OF SEITLEMENT

11 improperly in any way; (ii) believes that the First Amended Complaint in this Action lacks merit; (iii) 2 would have continued to resist vigorously Plaintiffs claims and contentions, including the class 3 allegations, and would have continued to assert its defenses had this Stipulation not been reached; and 4 (iv) has entered into this Stipulation to put the claims to rest finally and forever solely for the purpose of 5 avoiding prolonged and expensive litigation, without acknowledging in any way any fault, wrongdoing 6 or liability whatsoever; and 7 WHEREAS, Plaintiff and its counsel believe that the claims asserted in the Action are 8 meritorious, but they have considered and weighed the issues involved in establishing the validity of 9 their claims and have concluded that, in light of the uncertainty of the outcome as well as the substantial 10 risks and inevitable delay in proceeding to trial, compared to the benefits being provided hereby, the 11 terms and conditions set forth herein are fair and reasonable and should be submitted to the Court for 12 approval. 13 NOW THEREFORE, without any admission or concession on the part of Plaintiff of any lack 14 of merit of the Action, and without any admission or concession on the part of Fox of any liability or 15 wrongdoing or lack of merit in the defenses, IT IS HEREBY STIPULATED AND AGREED, by and 16 among the Parties to this Stipulation, through their respective attorneys, subject to approval of the Court, 17 in consideration of the benefits flowing to the Parties from the Settlement, that all Released Claims as 18 against the Released Parties shall be compromised, settled, released and judgment entered, upon and 19 subject to the following terms and conditions DEFINITIONS As used in this Stipulation, the following capitalized terms (not already defined above or 22 as may be defined below) shall have these meanings: "Action" means the action entitled Stanley Donen Films, Inc. v. 24 Twentieth Century Fox Film Corporation, Los Angeles Superior Court Case Number 25 BC "Affiliate" means a second entity that is related in whole or in part to the 27 first entity as a direct or indirect parent, subsidiary or affiliate, or is otherwise owned or 28 controlled in whole or in part by the first entity or by a direct or indirect parent; subsidiary or I 2 STfPULA TION AND AGREEMENT OF SETTLEMENT LA v4

12 affiliate of the first entity "Claim Form" refers to the claim form attached hereto as Exhibit 3, or as 3 otherwise approved by the Court. Claim Forms only need to be filed by Participating 4 Unrecouped Class Members "Class Counsel" means Johnson & Johnson LLP; Boucher LLP; Kiesel 6 Law LLP; and Pearson, Simon & Warshaw, LLP "Class Film" means a film with one or more "Class Profit Participation 8 Contract(s)" on which there have been "Home Video Revenue" and/or "Electronic Sell- 9 Through Revenue." "Class Member" means a member of the Settlement Class. "Class Profit Participation Contract" means a Profit Participation 12 Contract using form definitions drafted by Fox before May 31, 1989, that, either as initially 13 drafted or later amended, do not state an express percentage of Home Video Revenue and/or 14 Electronic Sell-Through Revenue to use in calculating a Profit Participation "Confidential Supplemental Agreement" means the agreement so entitled 16 and signed between the Parties concurrently herewith "Effective Date" means the date on which the Settlement contemplated 18 by this Stipulation shall become effective, as set forth in Paragraph 14 below "Electronic Sell-Through Revenue" means revenue received by Fox and 20 Affiliates from the sale of digital versions of motion pictures that are delivered to the consumer 21 via electronic transmission. Electronic Sell-Through Revenue excludes revenue derived from 22 digital streaming of motion pictures, now known or hereafter created, including through 23 services commonly known as "rental," "video-on-demand" ("VOD") or "subscription video-on- 24 demand" ("SVOD"), where the consumer does not obtain permanent ownership of a version of 25 the motion picture ("Streaming"). Fox acknowledges and agrees that, in the absence of an 26 existing or future agreement that includes express provisions regarding the calculation of the 27 Profit Participant's Profit Participation with regard to revenue received by Fox and Affiliates 28 from Streaming a motion picture ("Streaming Revenue"), Fox has accounted and will continue I 3 STIPULATION AND AGREEMENT OF SETfLEMENT LA v4

13 to account to each Class Member for Streaming Revenue on the basis of 100% of such revenue 2 received by Fox and Affiliates "Horne Video Revenue" means revenue derived from the sale of physical 4 copies of motion pictures that are delivered to the consumer in tangible products such as 5 Videocassettes, DVDs, and Blu-Ray discs "Named Plaintiff' or "Plaintiff' means Concourse Productions, Inc "Notice" means the Notice of Pendency of Class Action and Proposed 8 Settlement, which is to be sent to Class Members substantially in the form attached hereto as 9 Exhibit "Participating Unrecouped Class Member" means an Unrecouped Class 11 Member who files a valid and timely Claim Form for recovery pursuant to the procedures set 12 forth in Section 5. l herein "Preliminary Approval Order" means the order to be entered by the 14 Court, inter alia, directing that Notice be provided to the Settlement Class, and scheduling a 15 hearing concerning final approval of the Settlement "Profit Participant" means a person or entity that has executed a Profit 17 Participation Contract "Profit Participation" means contingent compensation paid by Fox or its 19 Affiliates in the form of a percentage of the gross or net revenue (as contractually defined) 20 derived from exploitation of a motion picture "Profit Participation Contract" means a contract between Fox or its 22 Affiliates or their predecessors and an individual or entity granting the individual or entity 23 Profit Participation, excluding any contracts between Fox or its Affiliates or their predecessors, 24 on the one hand, and any other motion picture studio and its Affiliates or predecessors, on the 25 other hand "Prospective Relief' means the allocation of payments from the 27 Recouped Settlement Fund or Unrecouped Settlement Fund to the Class Members for Released 28 Claims related to Profit Participation amounts to be calculated or paid for periods after l 4 STIPULA T!ON AND AGREEMENT OF SEITLEMENT LA v4

14 December 31, 2016, as described in Paragraph 4.2, below "Prospective Relief Fund" means 3 0% of the Recouped Settlement Fund Payout or Unrecouped Settlement Fund Payout "Publication Notice" means the summary notice of proposed Settlement 5 and Hearing for publication, substantially in the form attached hereto as Exhibit "Released Claims" means any and all actions, suits, claims, demands, 7 rights, liabilities and causes of action, of every nature and description whatsoever, whether 8 individual, class, derivative, representative, legal, equitable or any other type or in any other 9 capacity, or whether concealed or hidden, that were asserted or that could have been asserted 10 (including without limitation claims for negligence, gross negligence, breach of contract, breach 11 of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of 12 any state or federal common law, statutes, rules, or regulations), including both known claims 13 and Unknown Claims, that the Plaintiffs, the Settlement Class, or any Class Member in the past 14 had, now has, or might in the future have against the Released Parties on the basis of, connected 15 with, or in any way arising out of any allegation that any past, present, or future Profit 16 Participation on account of Home Video Revenue or Electronic Sell-Through Revenue should 17 have been in the past or should in the future be calculated based on more than 20% of Home 18 Video Revenue or Electronic Sell-Through Revenue, whatever the theory and wherever in the 19 world the transaction takes place "Released Parties" means Fox, including its divisions and business units, 21 and any of its past, present, or future parent entities, associates, Affiliates, subsidiaries, and 22 licensees, and each and all of their past, present and future officers, directors, stockholders, 23 principals, employees, advisors, agents, attorneys, financial or investment advisers, consultants, 24 lenders, insurers, investment bankers, commercial bankers, representatives, Affiliates, 25 associates, parents, subsidiaries, joint ventures, general and limited partners and partnerships, 26 heirs, executors, trustees, personal representatives, estates, administrators, trusts, licensees, 27 licensors, distributors, subdistributors, predecessors, successors and assigns "Releasing Parties" means the Plaintiff, the Settlement Class, and each l LA v4 5 STIPULATION AND AGREEMENT OF SETTLEMENT

15 Class Member on behalf of themselves, their heirs, executors, administrators, attorneys, 2 successors and assigns, and any persons they represent "Recouped Class Member" mean a Class Member who, as of December 4 31, 2016, is a Profit Participant on one or more Class Films that have realized sufficient revenue 5 to require payment of Profit Participation to that Class Member under the terms of that person 6 or entity's Class Profit Participation Contract and would have been entitled to payment of 7 additional Profit Participation if Home Video Revenue or Electronic Sell-Through Revenue had 8 been calculated based on more than 20% of Home Video Revenue or Electronic Sell-Through 9 Revenue, as alleged by Plaintiff. Where a person or entity is a Recouped Class Member 10 pursuant to one or more Class Profit Participation Contracts and an Unrecouped Class Member 11 and/or not a Class Member in regard to other Profit Participation Contracts, the person or entity 12 will be treated as a Recouped Class Member only in regard to the Class Profit Participation 13 Contracts for which the person or entity is recouped "Recouped Settlement Fund" means the $11.5 million that Fox will make 15 available for compensation to the Recouped Class Members, less administrative and notice 16 expenses, any special compensation to the Named Plaintiff, and attorneys' fees and costs 17 (which fees and costs will be proportionally allocated between the Recouped Settlement Fund 18 and the Unrecouped Settlement Fund) "Request for Exclusion" means a written request to be excluded from the 20 Settlement Class submitted by a member of the Settlement Class "Retrospective Relief' means the allocation of payments from the 22 Recouped Settlement Fund or Unrecouped Settlement Fund to Class Members for Released 23 Claims related to profit participation amounts calculated or paid for the period from inception 24 through December 31, 2016, as described in Paragraph 4 below "Retrospective Relief Fund" means 70% of the Recouped Settlement 26 Fund Payout or Unrecouped Settlement Fund Payout "Settlement" means the settlement contemplated by this Stipulation "Settlement Administrator" means Angeion Group, a company LA v4 6 STIPULATION AND AGREEMENT OF SETTLEMENT

16 specializing in the administration of class action settlements "Settlement Check" means the checks prepared by the Settlement 3 Administrator for the benefit of the Recouped and Unrecouped Class Members, as set forth 4 below "Settlement Class" means the definition set forth in Paragraph 2 below "Settlement Class Information" means a list to be provided by Fox to the 7 Settlement Administrator, for the sole purpose of effectuating this Settlement, with the 8 following information: (a) the names of the Recouped Class Members; (b) the last known street 9 address (or post office box number) for each Recouped Class Member currently in the Fox l 0 Participation System; ( c) the total amount of Profit Participation paid or payable to each 11 Recouped Class Member pursuant to a Class Profit Participation Contract for all periods 12 through December 31, 2016; ( d) the total amount of Profit Participation paid or payable to each 13 Recouped Class Member pursuant to a Class Profit Participation Contract for the period from 14 January 1, 2009, through December 31, 2016; (e) the names of the Unrecouped Class Members 15 that Fox has been able to identify after reasonable good faith efforts; and (f) the last known 16 street address (or post office box number) for each identified Unrecouped Class Member that 17 Fox has been able to identify after reasonable good faith efforts "Settlement Fund" means the total of the "Recouped Settlement Fund" 19 and the "Unrecouped Settlement Fund." "Settlement Fund Payout" means the amount of each Settlement Fund 21 described in Sections I.26 and 1.40 remaining for distribution to the Class Members after the 22 payment of administrative and notice expenses, any special compensation to the Named 23 Plaintiff, and attorneys' fees and costs. For Recouped Class Members, this is referred to as the 24 "Recouped Settlement Fund Payout." For Unrecouped Class Members, this is referred to as the 25 "Unrecouped Settlement Fund Payout." "Settlement Hearing" means the final settlement hearing to be held to 27 determine, among other things, the fairness, reasonableness, and adequacy of the Settlement "Unknown Claims" means any and all Released Claims that the Named LA v4 7 STIPULA TlON AND AG REEM ENT OF SEITLEMENT

17 Plaintiff does not know of or suspect to exist in its favor at the time of the release of the Released Parties which, if known, might have affected its agreement to the Settlement. With respect to Unknown Claims, the Named Plaintiff shall be deemed to have, and by operation of the settlement of the Action and upon the Effective Date shall have, hereby expressly waived and relinquished, to the fullest extent permitted by law, the benefits of Section 1542 of the California Civil Code (and all similar provisions from any and all jurisdictions), which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Plaintiff and Fox acknowledge, and the Released Parties by operation of law shall be deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released Claims was specifically bargained for and a key element of the Settlement of which this release is a part "Unrecouped Class Member" means a Class Member who, as of December 31, 2016, is a Profit Participant on at least one Class Participation Contract on a Class Film that has not realized sufficient revenue to require payment of Profit Participation to that Class Member under the terms of that person or entity's Class Profit Participation Contract. Where a person or entity is an Unrecouped Class Member for one or more Class Participation Contract(s) and a Recouped Class Member and/or not a Class Member in regard to one or more other Class Participation Contract(s), other Class Films, the Class Member will be treated as an Unrecouped Class Member only in regard to the Class Participation Contracts for which the person or entity is not recouped. 1 AO The "Unrecouped Settlement Fund" means the $1. l million that Fox will make available for compensation to the Unrecouped Class Members, who file valid and timely claims, less administrative and notice expenses, any special compensation to the Named Plaintiff, and attorneys' fees and costs (which fees and costs will be proportionally allocated between the Recouped Settlement Fund and the Unrecouped Settlement Fund) LA v4 8 STIPULATION AND AGREEMENT OF SETILEMENT

18 SETTLEMENT CLASS 2 2. Definition of Settlement Class. Plaintiff shall request that the Court certify for settlement 3 purposes only the following Settlement Class: "All persons and entities (and their successors-in- 4 interest, assigns, and heirs) that are parties to a Class Profit Participation Contract. Where a person or 5 entity is a party to one or more Profit Participation Contracts that are not Class Profit Participation 6 Contracts and one or more Profit Participation Contracts that are Class Profit Participation Contracts, 7 that person or entity is a member of the Settlement Class only with regard to the Class Profit 8 Participation Contracts and not a part of the Settlement Class with regard to any other Profit 9 Participation Contracts." Exclusions from Settlement Class. Excluded from the Settlement Class are: Fox and any person, trust, firm, corporation or other entity Affiliated with 12 or related to Fox; Any persons or entities who exclude themselves by submitting a timely 14 Request for Exclusion in accordance with the requirements set forth by the Court Persons or entities who have entered into an agreement with Fox or its 16 Affiliates and their predecessors, subsequent to their Profit Participation Contract but regarding 17 the same Class Film, that includes (i) a buyout of a profit participation interest, or (ii) express 18 provisions regarding the calculation of the Profit Participant's Profit Participation with regard to 19 Home Video Revenue and/or Electronic Sell-Through Revenue, including but not limited to a 20 settlement agreement, an amendment to the relevant Profit Participation Contract, a side letter, 21 or any other writing that sets forth such provisions, and was made prior to the date of the 22 Preliminary Approval Order interest. 3.4 Other motion picture studios and their Affiliates or predecessors in 25 DISTRIBUTION OF THE RECOUPED SETTLEMENT FUND The Recouped Settlement Fund Payout shall be distributed to Recouped Class Members, 27 without the necessity of filing a claim, as follows: 28 4.l Retrospective Relief. Each Recouped Class Member shall be entitled to I LA v4 9 STlPULA TION AND AGREEMENT OF SETILEMENT

19 1 the percentage of the Retrospective Relief Fund equal to the ratio of the total amount of Profit 2 Participation paid or payable to the Recouped Class Member pursuant to one or more Class 3 Profit Participation Contracts through the period ending December 31, 2016, compared to the 4 total amount of Profit Participation paid or payable to all of the Recouped Class Members 5 pursuant to Class Profit Participation Contracts for all periods through the period ending 6 December 31, Prospective Relief. Each Recouped Class Member shall be entitled to the 8 percentage of the Prospective Relief Fund equal to the ratio of the total amount of Profit 9 Participation paid or payable to the Recouped Class Member pursuant to one or more Class 10 Profit Participation Contracts for the period from January 1, 2009, through December 31, compared to the total amount of Profit Participation paid or payable to all of the Recouped 12 Class members pursuant to Class Profit Participation Contracts for the same period, with such 13 ratio being deemed an estimate of the ratio of future Profit Participation payments Documentation and Eligibility. Recouped Class Members identified by 15 Fox through good faith and reasonable investigation will be provided with direct notice and do 16 not need to submit a claim form to be eligible to receive payment from the Recouped Settlement 17 Fund. Persons and entities who were not previously identified by Fox as Recouped Class 18 Members and do not receive direct notice, shall provide proof of their eligibility as Recouped 19 Class Members in order to receive payment from the Recouped Settlement Fund. Fox will 20 assist the Settlement Administrator in determining whether these persons are eligible to 21 participate in the Settlement as Recouped Class Members, although the Settlement 22 Administrator shall make the final determination Payment. The Settlement Administrator will be responsible for 24 calculating and paying the amounts due eligible Recouped Class Members from the Recouped 25 Settlement Fund based upon the Settlement Class Information received from Fox. Within ten 26 (10) days after the Court's issuance of the Preliminary Approval Order, Fox shall provide the 27 tax identification information for Recouped Class Members, to the extent it exists, and identify 28 the Recouped Class Members to which it currently is paying Profit Participation. For Recouped STIPULATION AND AG REEM ENT OF SEITLEMENT LA v4

20 Class Members for which Fox does not have current tax information and/or is not currently paying Profit Participation, the Settlement Administrator shall seek current tax information, as well as documentation showing that the person or entity is the correct recipient of payment from the Recouped Settlement Fund. Within sixty (60) days after the Effective Date, the Settlement Administrator shall mail to each Recouped Class Member a check with their share of the Retrospective Relief Fund and the Prospective Relief Fund. Uncashed and/or undeposited checks will be considered stale after 180 days and cancelled. A second distribution to Recouped Class Members who negotiated their first check may occur if Class Counsel determines that there are sufficient funds to justify a second distribution in light of the administrative cost and amount of the proposed distribution to the Recouped Class Members. In such event, the Settlement Administrator shall make a second pro rata distribution to the Recouped Class Members using the methodology as set forth in section 4.1. If the total amount of the stale checks does not justify the cost of a second distribution, the remaining funds in the Recouped Settlement Fund after cancellation of outstanding checks shall be distributed via cy pres pursuant to California Code of Civil Procedure section 384 as follows: (a) Twenty-five percent (25%) will be distributed to the State Treasury for deposit in the Trial Court Improvement and Modernization Fund, established in Section of the Government Code, and subject to appropriation in the annual Budget Act for the Judicial Council to provide grants to trial courts for new or expanded collaborative courts or grants for Sargent Shriver Civil Counsel; (b) Twenty-five percent (25%) will be distributed to the State Treasury for deposit into the Equal Access Fund of the Judicial Branch, to be distributed in accordance with Sections 6216 to 6223, inclusive, of the Business and Professions Code, except that administrative costs shall not be paid to the State Bar or the Judicial Council from this sum; and (c) Fifty percent (50%) will be distributed to the Motion Picture & Television Fund. The Parties agree that the Motion Picture & Television Fund is a nonprofit that supports projects that will benefit the Class members, that donation thereto will further the objectives and purposes of this class action, and will promote the law consistent with the objectives and purposes of this class action. Code Civ. Proc LA v4 11 STIPULA TlON AND AGREEMENT OF SETTLEMENT

21 DISTRIBUTION OF THE UNRECOUPED SETTLEMENT FUND The Unrecouped Settlement Fund Payout shall be distributed to Participating Unrecouped 3 Class Members as follows: Claims Process. To be eligible to receive payment from the Unrecouped 5 Settlement Fund Payout, Participating Unrecouped Class Members must complete a valid Claim 6 Form in the form attached as Exhibit 3 and provide the Settlement Administrator documentation 7 and certification of their right to participate in the Unrecouped Settlement Fund Payout. If the 8 claimant is the same as the participant identified in the Profit Participation Agreement, he/she/it 9 need only certify that he/she/it is the same person or entity and provide appropriate tax 10 information. If the claimant is not the original Profit Participant (e.g., due to death, dissolution 11 of corporate entity, or assigrunent), then he/she/it will be required to provide documentation 12 confirming that he/she/it owns the right to the applicable Profit Participation and also provide 13 appropriate tax information. For example, if the claimant contends that he/she/it is the successor 14 to a dissolved corporation, partnership or other entity, that claimant must present documents, 15 including without limitation, the applicable dissolution agreements, forms and filings. Where a 16 claimant asserts that he/she/it has the right to the applicable Profit Participation based on the 17 death of the original Profit Participant, then the claimant must present documents such as trust 18 instruments, wills or other applicable documents to confirm the claimant's status as a successor 19 to the original Profit Participant. Similarly, any claimant who contends he/she/it is an assignee 20 of the original Profit Participant must present all applicable assignment documents and 21 contracts confirming that status. The Claim Form and information to be provided in this 22 paragraph must be submitted to the Settlement Administrator no later than ninety (90) days after 23 Notice is mailed to Class Members Review Process. The Settlement Administrator shall review and approve 25 and/or disapprove of all claims. To the extent that the Settlement Administrator will need to 26 review additional information that is reasonably accessible to Fox to make a final determination 27 as to a claimant's qualification, Fox shall reasonably cooperate with and provide such 28 information to the Settlement Administrator. Any Participating Unrecouped Class Member STIPULATION AND AGREEMENT OF SETI'LEMENT LA v4

22 whose claim is deemed incomplete, or whose claim is denied in whole or in part, will receive from the Settlement Administrator by first-class mail a written explanation stating the reasons for denial, including steps the Participating Unrecouped Class Member can take to cure the deficiencies. The Settlement Administrator will provide the Parties with copies of such denials. The individual or entity receiving such notice will be allowed forty-five (45) days to submit materials to cure the deficiencies. If a claimant does not submit the information required by Paragraph 5.1 or this Paragraph in a timely manner, that claimant shall not be entitled to any Unrecouped Settlement Fund Payout, but shall otherwise be bound by this Agreement. If the Settlement Administrator rejects a claim and the Participating Unrecouped Class Member is unable to cure the reason for rejection, and the Participating Unrecouped Class Member disagrees with the rejection, the Participating Unrecouped Class Member may appeal the denial by notifying Class Counsel within fifteen (15) days of the date notice of such denial was mailed to the Participating Unrecouped Class Member. If Class Counsel receives such notice, or if Class Counsel disagrees with a rejection, Class Counsel will notify the Settlement Administrator that the Participating Unrecouped Class Member wishes to appeal the denial. In such cases, the claimant, the Settlement Administrator and Class Counsel will meet and confer in an effort to resolve the dispute. If they are unable to resolve any dispute by meeting and conferring, the claim will be submitted to Hon. Terry B. Friedman (Rct.) whose determination will be final and binding. Any other dispute regarding relief under the terms of the Settlement, including the validity of any Claim Form submitted, will also be submitted to Hon. Terry B. Friedman (Ret.) under the terms set forth in this paragraph. If Judge Friedman is unavailable to participate in the Claims Review Process, counsel for the Parties shall meet and confer and choose another person qualified to serve in such a capacity. Any fees or costs relating to any appeals process will be paid from the Unrecouped Settlement Fund. 5.3 Calculation Process. Payments to Participating Unrecouped Class shall 26 be calculated in accordance with the following protocol l Each Class Film on which there are Participating Unrecouped Class LA v4 13 STIPULATION AND AGREEMENT OF SETILEMENT

23 Members shall be entitled to the percentage of the Unrecouped Settlement Fund Payout equal to 2 the ratio of the total amount of Home Video Revenue and Electronic Sell-Through Revenue on 3 each such Class Film on which there are Participating Unrecouped Class Members divided by 4 the total amount of Home Video Revenue and Electronic Sell-Through Revenue on all Class 5 Films with Participating Unrecouped Class Members To the extent the payout for any Class Film is under $20,000 and it has 7 multiple Participating Unrecouped Class Members, the payout shall be divided equally among 8 the Participating Unrecouped Class Members for that Class Film. 9 I To the extent the payout for any Class Film is $20,000 or more and it has multiple Participating Unrecouped Class Members, then Fox will pay each Participating. 11 Unrecouped Class Member its percentage of the payout allocable to a Class Film (calculated in 12 accordance with Section 5.3.1, above), on a pro rata basis, depending on the percentage 13 participation interest of each Participating Unrecouped Class Member. For purposes of making 14 these allocations and calculations, an Unrecouped Class Member shall be treated as a "gross" 15 participant if that participant's Profit Participation Contract provides for a percentage ofrevenue 16 participation interest that is something other than what is defined as, or commonly understood in 17 the industry to be, a "net" participation interest. The methodology for distinguishing between 18 "gross" and "net" participants shall be based on industry standards and analysis performed by 19 the parties Payment Process.. The Settlement Administrator will be responsible for 21 calculating and paying the amounts due to Participating Unrecouped Class Members from the 22 Unrecouped Settlement Fund. Starting seven (7) days after distribution of notice, the 23 Settlement Administrator shall provide the parties with a weekly report listing all Participating 24 Unrecouped Class Members. Within 20 days of the close of the claims period, Fox will provide 25 to the Settlement Administrator Fox's information about the amount of Home Video Revenue 26 and Electronic Sell-Through Revenue for the relevant time periods on each Class Film for 27 which the Settlement Administrator has confirmed the identity of one or more Participating 28 Unrecouped Class Members. After the Settlement Administrator calculates the payout for each STIPlJLA TION AND AGREEMENT OF SETTLEMENT LA v4

24 1 Class Film, for each Class Film where the payout is at least $20,000, Fox will make reasonable 2 and good faith efforts to locate the applicable Profit Participation Agreements so that it can 3 provide to the Settlement Administrator the applicable Profit Participation percentages in 4 accordance with Paragraph Fox will then coordinate with the Settlement Administrator in 5 calculating the amount due to each authorized claimant from the Unrecouped Settlement Fund 6 Payout Payment Deadlines. The Settlement Administrator shall mail to each 8 Participating Unrecouped Class Member a check with his/her/its share of theunrecouped 9 Settlement Fund Payout, on the later of the Settlement Administrator's determination of the 10 amounts to be paid to each qualified claimant and 150 days after the Effective Date (the 11 "Unrecouped Payment Date"). The Settlement Administrator will be responsible for calculating 12 and paying the amounts due Participating Unrecouped Class Members from the Unrecouped 13 Settlement Fund based upon the Settlement Class Information received from Fox. The Parties 14 acknowledge and agree that the Unrecouped Payment Date may need to be extended in the 15 event the Settlement Administrator needs more time to resolve certain claimants' qualifications, 16 per Section 5.2, above. 17 Uncashed and/or undeposited checks will be considered stale after 180 days 18 from the date of issuance and cancelled. A second distribution to Participating Unrecouped 19 Class Members who negotiated their first check may occur if Class Counsel determines that 20 there are sufficient funds from the uncashed checks to justify a second distribution in light of 2 the administrative cost and amount of the proposed distribution to the Participating Unrecouped 2 Class Members. In such event, the Settlement Administrator shall make a second pro rata 2 distribution to the Participating Unrecouped Class Members using the methodology as set forth 2 in section 5. If the total amount of the stale checks does not justify the cost of a second 25 distribution, the remaining funds in the Recouped Settlement Fund after cancellation of 26 outstanding checks shall be distributed via cy pres pursuant to California Code of Civil 27 Procedure section 384 as follows: (a) Twenty-five percent (25%) will be distributed to the State 28 Treasury for deposit in the Trial Court Improvement and Modernization Fund, established in STIPULATION AND AGREEMENT OF SEITLEMENT LA v4

25 Section of the Government Code, and subject to appropriation in the annual Budget Act 2 for the Judicial Council to provide grants to trial courts for new or expanded collaborative 3 courts or grants for Sargent Shriver Civil Counsel; (b) Twenty-five percent (25%) wil1 be 4 distributed to the State Treasury for deposit into the Equal Access Fund of the Judicial Branch, 5 to be distributed in accordance with Sections 6216 to 6223, inclusive, of the Business and 6 Professions Code, except that administrative costs shall not be paid to the State Bar or the 7 Judicial Council from this sum; and (c) Fifty percent (50%) will be distributed to the Motion 8 Picture & Television Fund. The Parties agree that the Motion Picture & Television Fund is a 9 nonprofit that supports projects that will benefit the Class members, that donation thereto will 10 further the objectives and purposes of this class action, and will promote the law consistent with 11 the objectives and purposes of this class action. Code Civ. Proc JUDGMENT AND RELEASE Final Judgment. Subject to Court approval, the Parties to this Stipulation agree to entry 14 of final judgment in this Action, and to providing for the releases herein Release. Upon the Effective Date, Releasing Parties shall be deemed to have, and by 16 entry of judgment in the Action shall have, fully, finally and forever released, relinquished, and 17 discharged the Released Parties with respect to each and every Released Claim and shall forever be 18 enjoined from prosecuting any of the Released Claims with respect to each and every Released Party 19 and covenant not to sue any of the Released Parties with respect to any of the Released Claims. Except 20 as expressly provided in this Stipulation, nothing shall be deemed to terminate, modify or cancel any 21 provision of any Class Member's Profit Participation Contract, each of which shall otherwise continue 22 in full force and effect in accordance with its terms. The release of the Released Claims pursuant to this 23 Settlement is without prejudice to any other rights not involving those claims Continuing Accounting Practice. Plaintiff and the Settlement Class acknowledge and 25 agree that Fox will continue to account to each Class Member for Home Video Revenue and Electronic 26 Sell-Through Revenue as it has done and currently does on the basis of 20% of such revenue. Plaintiff 27 and the Settlement Class hereby waive any claims related to this accounting practice for Home Video 28 Revenue and Electronic Sell-Through Revenue in the calculation of Profit Participation for Class I LA v4 16 STIPULATION AND AGREEMENT OF SETTLEMENT

26 1 Members in both the past and the future PRELIMINARY APPROVAL AND NOTICE Preliminary Approval Order. As soon as practicable, Plaintiff shall move the Court for 4 entry of the Preliminary Approval Order. Fox agrees, solely for purposes of effectuating the Settlement, 5 not to oppose certification of the Settlement Class. Fox does not waive and expressly reserves the right 6 to contest class action treatment of Plaintiff's claims in the Action if the Effective Date fails to occur for 7 any reason including, without limitation, any possible termination of this Settlement. If the Effective 8 Date fails to occur for any reason, (i) the certification of the Settlement Class shall be deemed null and 9 void, and each Party shal 1 retain all of its respective rights as they existed prior to execution of this 10 Stipulation; (ii) any findings or stipulations regarding certification of the Settlement Class will be 11 automatically vacated upon notice to the Court of this Stipulation's termination or disapproval and the 12 Action may proceed as though no certification of the Settlement Class had occurred; (iii) Plaintiff shall 13 not raise or rely upon any such findings, stipulations, or certification relating to the Settlement Class in 14 connection with any subsequent request for class certification; and (iv) neither this Stipulation, nor any 15 of its accompanying exhibits or any orders entered by the Court in connection with this Stipulation, shall 16 be admissible or used for any purpose Notice. 18 l 0.1 Settlement Class Member Information Exchange. Within ten (10) days l 9 after the Court's issuance of the Preliminary Approval Order, Fox shall provide the Settlement 20 Class Information to the Settlement Administrator Notice by Mail. Within thirty (30) days after the Court's issuance of the 22 Preliminary Approval Order, the Settlement Administrator shall mail the Notice to each Class 23 Member. See, Exhibit 1 attached hereto Publication Notice. Within thirty (30) days after the Court's issuance of 25 the Preliminary Approval Order, the Settlement Administrator shall also cause the Publication 26 Notice, substantially in the form attached hereto as Exhibit 2, to appear once in the Variety (in 27 one-half page size) and once in The Hollywood Reporter (in one-third page size). The 28 Settlement Administrator shall cause the Publication Notice, substantially in the form attached I 17 STIPULATION AND AGREEMENT OF SEITLEMENT LA v4

27 hereto as Exhibit 2, in the format of an E-Newsletter, to be disseminated to subscribers of 2 Variety, The Hollywood Reporter and The Wrap. The Settlement Administrator may also cause 3 online advertising including via Facebook, Twitter and Linkedln. The Settlement 4 Administrator shall issue a press release in the form of the Publication Notice to be 5 disseminated through the major media outlets. Nothing in this Agreement shall prohibit 6 Plaintiff and Class Counsel from performing their duties and/or taking additional steps to 7 maximize notice to the Class Settlement Website. The Settlement Administrator shall create a website 9 ("Settlement Website") with information about the Settlement. The Settlement Website shall l 0 include copies of the relevant pleadings and orders, and provide updates to the Class Members 11 regarding the status of the Action. The Settlement Website shall also contain the Notice and 12 Claim forms and allow Class Members to file claims for recovery online Costs and Fees. All costs and fees associated with Notice shall be 14 deducted proportionally from the Recouped Settlement Fund and Unrecouped Settlement Fund. 15 REQUESTS FOR EXCLUSION AND OPT-OUT TERMINATION RIGHT Requests for Exclusion/Objections. Class Members who do not wish to participate in the 17 Settlement shall submit a Request for Exclusion within the deadline established by the Court. The 18 Parties agree to ask the Court to set a deadline of 90 days after Notice is mailed to Settlement Class 19 Members to file objections or submit an appropriate Request for Exclusion Opt-Outs and Objections. 21 Opt-Out Requirements. Persons in the Settlement Class may request exclusion from the 22 Settlement by sending a written request to the Settlement Administrator at the address designated 23 in the Class Notice no later than the Opt-Out and Objection deadline. Exclusion requests must: 24 (i) be signed by the person in the Settlement Class who is requesting exclusion; (ii) include the 25 full name and address of the person in the Settlement Class requesting exclusion; (iii) include the 26 following statement: "I request to be excluded from the settlement in the Fox Home Video 27 action"; (iv) include the title of the Class Film(s) for which exclusion from the settlement is 28 sought; and (v) if the Class Member has more than one Class Profit Participation Contracts on I 18 STIPULATION AND AGREEMENT OF SETILEMENT LA v4

28 1 the same Class Film(s), include the name of the Class Profit Participation Contract(s) for which 2 exclusion from the settlement is sought, otherwise it will be assumed that it is all Class Profit 3 Participation Contracts for that Class Member for that Class Film(s) l No request for exclusion will be valid unless all of the information 5 described above is included. No person in the Settlement Class, or any person acting on behalf 6 of or in concert or participation with that person in the Settlement Class, may exclude any other 7 person in the Settlement Class from the Settlement Class Retention of Exclusions. The Settlement Administrator will retain a copy 9 of all requests for exclusion and will, upon written request, provide copies of any such requests 10 to counsel for the Parties Right To Object. Any member of Settlement Class may appear at the 12 Settlement Hearing to object to the proposed Settlement, but only if the member of the 13 Settlement Class has first submitted a written objection to the Settlement Administrator, in 14 accordance with the requirements set forth below, by the Opt-Out and Objection deadline. Any 15 member of the Settlement Class Member who does not provide a written objection in the 16 manner described in this Section may be deemed to have waived any objection and shall forever 17 be foreclosed from making any objection to the fairness, reasonableness, or adequacy of the 18 Settlement or the award of any attorneys' fees and costs and/or incentive awards. Further, any 19 Settlement Class Member who intends to appear at the Final Approval Hearing must state in the 20 objection that they intend to appear at the hearing Objection Requirements. To be heard at the Settlement Hearing, the 22 objecting member of the Settlement Class must make any objection in writing and mail it to the 23 Settlement Administrator and post-marked by the Opt-Out and Objection deadline. The 24 Settlement Administrator shall transmit copies of the objection to Class Counsel and Fox's 25 counsel within 3 business days, and Class Counsel shall be responsible for submitting copies of 26 any timely and valid objections received to the Court and may respond thereto in reply briefing 27 in support of Final Approval. An objection must: Attach documents establishing, or provide information sufficient to allow l 19 STIPULATION AND AGREEMENT OF SETTLEMENT L v4

29 the Parties to confirm, that the objector is a member of the Settlement Class, including 2 providing full name, address, the motion pictures on which a Profit Participation interest is 3 claimed, and whether he or she or it intends to appear at the Final Approval Hearing on his or 4 her or its own behalf or through counsel; Include a statement of specific objections; and State the grounds for objection and attach any documents supporting the 7 objection Any member of the Settlement Class who objects may, but does need to, 9 appear at the Settlement Hearing, either in person or through an attorney hired at the Settlement I 0 Class Member's own expense, to object to the fairness, reasonableness, or adequacy ofthis 11 Agreement or the Settlement Adjustments to Recouped and Unrecouped Settlement Funds. The Recouped and 13 Unrecouped Settlement Funds may be adjusted based on the number of Requests for Exclusion ("Opt- 14 Out Thresholds"), as well as the number of valid claims ("Claims Thresholds"), pursuant to the 15 procedures set forth in the Confidential Supplemental Agreement. The Parties shall seek to keep the 16 Opt-Out Thresholds and the Claims Thresholds confidential. In the event that the Court directs that the 17 Confidential Supplemental Agreement be filed prior to the deadline for submitting Requests for 18 Exclusion, no party shall have any right to any relief by reason of such disclosure CONFIRMATORY DISCOVERY Confirmatory Discovery. Class Counsel may, at their own expense, conduct 21 confirmatory discovery as outlined in the Parties' Confidential Supplemental Agreement EFFECTIVE DATE OF SETTLEMENT, WAIVER, AND TERMINATION Effective Date of Settlement. The Effective Date of Settlement shall be the date when all 24 the following have occurred: (a) (b) entry of the Preliminary Approval Order by the Court; final approval by the Court of the Settlement, following notice to the Settlement 27 Class and a hearing; 28 (c) entry of judgment; and I LA v4 20 STIPULA T 0N AND AGREEMENT OF SETILEMENT

30 1 (d) the expiration of any time for appeal or review, or, if any appeal is filed and not 2 dismissed, after the final approval order is upheld on appeal in all material respects and is no longer 3 subject to review upon appeal or by writ of certiorari Termination after Court Disapproval. If the Court (a) declines to enter the Preliminary 5 Approval Order; (b) declines to enter a Final Approval Order approving the Settlement embodied in this 6 Stipulation, or (c) if the Effective Date never occurs for any other reason (e.g. a Final Approval Order is 7 successfully appealed by one or more objectors to the settlement), then this Agreement shall be deemed 8 terminated No Prejudice in Event of Termination. Except as otherwise provided herein, in the event I 0 the Settlement is terminated, then (i) the Settlement shall be without prejudice and none of its terms 11 shall be effective or enforceable; (ii) the Parties to this Stipulation shall be deemed to have reverted to 12 their respective status in the Action as of May 2, 2017; (iii) except as otherwise expressly provided, the 13 Parties shall proceed in all respects as if this Stipulation and any related orders had not been entered. In 14 the event the Settlement is terminated or modified in any material respect, Fox shall be deemed to have 15 retained all rights to object to the maintenance of the Action as a class action and shall further be 16 deemed not to have waived, modified, or be estopped from asserting any defenses available to it, 17 including as to class certification ADMINISTRATION OF THE SETTLEMENT Settlement Administrator. The Parties shall engage a third party Settlement 20 Administrator to carry out the terms of the Settlement as provided herein after careful vetting and 21 assurance of the company's security measures and insurance coverage relating to errors and omissions 22 as well as theft of settlement funds by third parties. Any fees or expenses incurred through the use of a 23 third party Settlement Administrator or as part of the administration process will be deducted from the 24 Settlement Fund as administrative expenses. Prior to the final approval hearing, the Settlement 25 Administrator shall provide a sworn declaration attesting to its administration of the notice plan and 26 claims administration approved by the Court. The Settlement Administrator shall prepare a sworn 27 declaration for submission to the Court 250 days after issuance of settlement payments, attesting to the 28 amount of distributions made from the Settlement to the Plaintiff, to Class members, to Class Counsel, I LA v4 21 STIPULATION AND AGREEMENT OF SEITLEMENT

31 to itself, and to the cy pres recipients if any, as well as the number of stale checks and the total amount 2 of stale checks Deposit of Settlement Fund. Within ten (I 0) business days after the Effective Date, Fox 4 shall pay the Settlement Fund to the Settlement Administrator for disbursement as provided herein ATTORNEYS' FEES, EXPENSES, AND ENHANCEMENT AWARD Attorneys' Fees. Class Counsel will apply to the Court for an award of attorneys' fees in 7 an amount not to exceed one-third of the $11.5 million Recouped Settlement Fund and one-third of the 8 $1.1 Unrecouped Settlement Fund. Class Counsel may also apply to the Court for an award of expenses 9 and verified costs in an amount not to exceed $105,000, which will be deducted proportionally from the 10 Recouped Settlement Fund and the Unrecouped Settlement Fund Disapproval of Fee Award. Notwithstanding anything contained herein to the contrary, 12 in the event that the Court does not approve the award of attorneys' fees and expenses requested by 13 Class Counsel, or the Court awards attorneys' foes and expenses in an amount less than that requested 14 by Class Counsel, such decision shall not affect the validity and enforceability of the Settlement and 15 shall not be a basis for anyone to seek to terminate or void the Settlement or for rendering the entire 16 Settlement null, void, or unenforceable. Class Counsel retain their right to appeal any decision by the 1 7 Court regarding the Court's award of attorneys' fees and costs Payment of Attorneys' Fees. The amount awarded by the Court shall be payable by the 19 Settlement Administrator to Class Counsel by delivery of check(s) or other negotiable instrument(s) or 20 by wire transfer(s) within fourteen (14) days after the Effective Date Deduction of Fee Award from Settlement Fund. Any attorneys' fees and expenses 22 awarded by the Court will be deducted from the Settlement Fund. In no event shall the payment of 23 attorneys' fees, costs, and expenses awarded by the Court alter or increase Fox's obligation under the 24 Settlement, which in no event shall be more than the amount of the Settlement Fund Enhancement Awards to Plaintiff. Plaintiff will apply to the Court for an award of 26 $I 0, for the Plaintiff, Concourse, for its service as a class representative in this Action. The 27 enhancement award is payable by the Settlement Administrator to Class Counsel by delivery of check(s) 28 or other negotiable instrument(s) or by wire transfer(s) within fourteen (14) days after the Effective I LA v4 22 STIPULATION AND AGREEMENT OF SETTLEMENT

32 Date. Any enhancement awards ordered by the Court will be deducted proportionally from the 2 Recouped Settlement Fund and Unrecouped Settlement Fund MISCELLANEOUS PROVISIONS Exhibits Incorporated by Reference. All of the exhibits attached hereto are hereby 5 incorporated by reference as though fully set forth herein Final and Complete Resolution. The Parties to this Stipulation intend the Settlement to 7 be a final and complete resolution of all disputes asserted or that could be or could have been asserted 8 by the Plaintiff, the Settlement Class, and/or any of the Class Members against the Released Parties with 9 respect to the Released Claims and the Action. Fox agrees not to assert that the Action was brought in I 0 bad faith or without a reasonable basis. The Parties hereto shall assert no claims for costs or sanctions 11 relating to the prosecution, defense, or settlement of the Action Settlement Fairly Negotiated. The Parties agree that the amount paid and the other terms 13 of the Settlement were negotiated at arm' s length in good faith by the Parties, and reflect a settlement 14 that was reached voluntarily by the Parties after consultation with their respective experienced legal 15 counsel No Oral Modifications. This Stipulation may not be modified or amended, nor may any 17 of its provisions be waived except by a writing signed by counsel for all Parties hereto or their 18 successors-in-interest Headings Have No Legal Effect. The headings herein are used for the purpose of 20 convenience only and are not meant to have legal effect Court Retains Jurisdiction. The administration and consummation of the Settlement as 22 embodied in this Stipulation shall be under the authority of the Court, and the Court shall retain 23 jurisdiction for the purpose of entering orders providing for award of attorneys' fees and expenses to 24 Class Counsel, and enforcing the terms of this Stipulation Warrant of Authority. All counsel and any other person executing this Stipulation and 26 any of the exhibits hereto, or any related settlement documents, warrant and represent that they have the 27 full authority to do so and that they have the authority to take appropriate action required or permitted to 28 be taken pursuant to the Stipulation to effectuate its terms l LA v4 23 ST!PULA TION AND AGREEMENT OF SETTLEMENT

33 1 32. Successors and Assigns. This Stipulation shall be binding upon, and inure to the benefit 2 of, the successors and assigns of the Parties hereto Choice of Law. The construction, interpretation, operation, effect and validity of this 4 Stipulation, and all documents necessary to effectuate it, shall be governed by the internal laws of the 5 State of California without regard to conflicts of laws, except to the extent that preemption by federal 6 law requires that federal law govern Stipulation Jointly Drafted. This Stipulation shall not be construed more strictly against 8 one party than another merely by virtue of the fact that it, or any part of it, may have been prepared by 9 counsel for one of the Parties, it being recognized by the Parties that this Stipulation is the result of 10 arm's length negotiations between the Parties and that all Parties have contributed substantially and 11 materially to the preparation of this Stipulation Effect of Waiver. The waiver by one party of any breach of this Stipulation by any other 13 party shall not be deemed a waiver of any other prior or subsequent breach of this Stipulation. The 14 waiver by one party of any breach of this Stipulation by any other party shall not be deemed a waiver of 15 any other prior or subsequent breach of this Stipulation Integration. This Stipulation and its exhibits and the Confidential Supplemental 17 Agreement constitute the entire agreement among the Parties hereto concerning the Settlement of the 18 Action, and no representations, warranties, or inducements have been made by any party hereto other 19 than those contained and memorialized in such documents Execution in Counterparts. This Stipulation may be executed in one or more 21 counterparts. All executed counterparts and each of them shall be deemed to be one and the same 22 instrument. A fax, electronic and/or scanned PDF signature or other copy of a signed counterpart shall 23 be deemed an original and shall have the same force and effect as a signed original No Representations About Tax Consequences. No opinion or advice concerning the tax 25 consequences of the proposed Settlement to individual Class Members is being given or will be given by 26 Class Counsel or Fox's Counsel; nor is any representation or warranty in this regard made by virtue of 27 this Stipulation. Each Class Member's tax obligations, and the determination thereof, are the sole 28 responsibility of the Class Member, and it is understood that the tax consequences may vary depending I LA v4 24 STIPULATION AND AGREEMENT OF SETILEMENT

34 1 on the particular circumstances of each individual Class Member Intent of Parties. The Parties hereto: (a) acknowledge that it is their intent to 3 consummate this Stipulation; and (b) agree to cooperate to the extent necessary to effectuate and 4 implement all terms and conditions of this Stipulation and to exercise their best efforts and to act in 5 good faith to accomplish the foregoing terms and conditions of the Stipulation. 6 7 Dated: September 2-h, Dated: September _, 2017 ROBERT B. COHEN EXECUTIVE VICE PREstDENl' Its: L_Eo_A_L_AF_FA_tR_a _ CONCOURSE PRODUCTIONS, INC., APPROVED AS TO FORM DATED: September2-b GREENBERG TRAURJG, LLP..,----.> ByC - JEFF E. SCOTT_,_ Attorneys for Defendant T entieth Century Fox Film Corporatioy ( LA v4 25 STIPULATION AND AGREEMENT OF SETTLEMENT

35 on the particular circumstances of each individual Class Member Intent of Parties. The Parties hereto: (a) acknowledge that it is their intent to 3 consummate this Stipulation; and (b) agree to cooperate to the extent necessary to effectuate and 4 implement all terms and conditions of this Stipulation and to exercise their best efforts and to act in 5 good faith to accomplish the foregoing terms and conditions of the Stipulation. 6 7 Dated: September _, 2017 TWENTIETH CENTURY FOX FILM CORPORATION Dated: September ZJ;, 2017 OURSE P ODUCTIONS, INC., APPROVED AS TO FORM DATED: September _, 2017 GREENBERG TRAURIG, LLP By: JEFF E. SCOTT Attorneys for Defendant Twentieth Century Fox Film Corporation J LA v4 25 STIPULATION AND AGREEMENT OF SETTLEMENT

36 '),, Dated: September_L 1, By~~ PEARSON, SIMON & WARSHAW LLP DANIE: llsha w Daniel L. Warshaw, State Bar No dwarshaw@pswlaw.com Bobby Pouya, State Bar No bpouya@pswlaw.com PEARSON, SIMON & WARSHAW LLP Ventura Boulevard, Suite 400 Sherman Oaks, CA Tel: ; Fax: Paul R. Kiesel, State Bar No kiesel@kiesel.la w Jeffrey A. Koncius, State Bar No koncius@kiesel.la w Nicole Ramirez, State Bar No ramirez@kiesel.la w KIESEL LAW LLP 8646 Wilshire Boulevard Beverly Hills, CA Tel: ; Fax: Neville L. Johnson, State Bar No njohnson@jjllplaw.com Douglas L. Johnson, State Bar No djohnson@jjllplaw.com JOHNSON & JOHNSON LLP 439 North Canon Drive, Suite 200 Beverly Hills, CA Tel: ; Fax: Raymond P. Boucher, State Bar No ray@boucher.la Shehnaz M. Bhujwala, State Bar No bhujwala@boucher.la BOUCHERLLP Oxnard Street, Suite 600 Woodland Hills, CA Tel.: ; Fax: Attorneys for Plaintiff and the Class _ I ! STIPULATION AND AGREEMENT OF SETTLEMENT LA v4

37 EXHIBIT 1

38 SUPERIOR COURT OF THE ST ATE OF CALIFORNIA COUNTY OF LOS ANGELES, CENTRAL CIVIL WEST DIVISION If You Are a Profit Participant on a Motion Picture Released by Twentieth Century Fox Film Corporation, You May Financially Benefit from a Class Action Settlement A California state court authorized this Notice. This is not a solicitation from a lawyer. A settlement has been reached in a class action lawsuit over how Twentieth Century Fox Film Corporation ("Fox") calculated profit participation relating to revenue derived from the sale of Home Videos (e.g. physical copies such as videocassettes, DVDs, and Blu-Ray), Electronic Sell-Through (e.g. digital copies delivered for permanent download such as from itunes or Amazon), and Video-on-Demand ("YOO") (e.g. streaming on services like Nettlix) on certain motion pictures. The settlement is not an admission of wrongdoing and the Court has not decided who is right and who is wrong. Instead, the patties decided to settle the dispute. You may be a Class Member if you are a person or entity (or their successors-in-interest, assigns, and heirs) who is a party to a "Class Profit Participation Contract" (defined by the Settlement Agreement as a Profit Participation Contract using form definitions drafted by Fox before May 31, 1989, that, either as initially drafted or later amended, do not state an express percentage of Home Video Revenue and/or Electronic Sell-Through Revenue to use in calculating a Profit Participation). This Settlement provides for a total of $12.6 million in recovery comprised of: (1) an $11.5 million Recouped Settlement Fund, which will be used to pay recouped profit participants who are already receiving profit participation on their contracts, less approved fees and costs; and (2) a $1.1 million Unrecouped Settlement Fund, which will be used to pay unrecouped profit participants who are not yet receiving profit participation on their contracts, less approved fees and costs. You may receive benefits from either or both of these funds if you qualify and comply with this notice. You have to take action on or before March 2, 2018, in order to exercise certain of your legal rights and options in the Settlement, which are set forth below and in this notice. Please read this Notice carefully. Your legal rights may be affected, whether you act or do not act. 'J>A~'f1c1p:1~f~,A'sA~.,. UNMCOUPED di.,ass Miti\iBER.. (s~/1viarch2, io18) EXCLUDEYOVRSELF (BY MARCH 2, 2018) OBJECT TO T.HIS SETTLEMENT (BY MARCH 2, 2018) If you are a Recouped Class Mem her who received this notice in the mail, you do not have to take any action to remain part of the Settlement Class and be eligible to receive the benefits, payments offered. If you arc a Recouped Class Member who did not receive this notice in the mail, you can apply to receive payment from the Settlement. If you do not take any action you will not receive any benefits and you will be subject to the release described in this notice. See Questions 11-12, visit or call If you are an Unrecouped Class Member, you need to file a claim to be eligible to receive the benefits and payments offered in this settlement. If you do not take any action you will not receive any benefits and you will be subject to the release described in this notice. See Questions 11-12, visit or call Excluding yourself means you get no payment from this Settlement. This is the only option that allows you to keep any rights you currently have to negotiate with or sue Fox about the claims in this case. See Questions If you do not exclude yourself, you may write to the Court about why you do not like this Settlement. See Questions QUESTIONS? CALL TOLL-FREE, OR VISIT - I -

39 Go TO THE HEARING (ONAPRIL 9/2018AT11.:00 A'.M::)..,. Ask to speak in Court about your opinion of this Settlement. See Questions QUESTIONS? CALL TOLL-FREE, OR VISIT

40 BASIC INFORMATION 4 I. Why did 1 get this Notice? 4 2. What is this lawsuit about? 4 3. Why is this lawsu it a class action? 4 4. Why is there a settlement? 4 WHO IS IN THE SETTLEMENT 4 5. What is the Class definition? 4 6. How do I know ifi am part of this Settlement? 5 7. I'm still not sure ifi am included 5 THE SETTLEMENT BENEFITS-WHAT YOU GET IF YOU QUALIFY 6 8. What does this Settlement Provide? 6 9. How will payments be calculated? 6 I 0. How much will my payment be? 7 HOW YOU GET A PAYMENT-PARTICIPATING IN THE SETTLEMENT How can I get a payment? When will I get my payment? What am I giving up to get benefits and stay in the settlement? How do I get out of the settlement? If I do not exclude myself: can I sue the Defendants for the same thing later? If I exclude myself, can I get a payment from the settlement? 8 THE LA WYERS IN THE CASE Who Are the Lawyers in This Case How Are Class Counsel being paid? Are the Class Representatives being paid? 9 OBJECTING TO THE SETTLEMENT How do I tell the Court that I do not like the settlement? What's the difference between objecting and excluding yourself? l 0 THE COURT'S FAIRNESS HEARING When and where will the Court decide whether to approve the settlement? Do I have to come to the Fairness Hearing? I May I speak at the Fairness Hearing? l 0 GETTING MORE INFORMATION How do I get more information about the settlement? QUESTIONS? CALL TOLL-FREE, OR VISIT

41 I BASIC INFORMATION! 1~'.VVhydid I get thlsnotlcev A Court authorized this Notice because you have a right to know about a proposed Settlement of this class action lawsuit, and about all of your options, before the Court decides whether to give final approval to this Settlement. This Notice explains the lawsuit, this Settlement, and your legal rights. Judge Elihu M. Berle, of the Superior Court of the State of California, is overseeing this case. The case is known as Stanley Dotien Films, Inc. v. Twentieth Century Fox Film Corporation (Case No. BC499 l 81 ). The person who sued is called the "Plaintiff." The "Defendant" is Twentieth Century Fox Film Corporation. I 2. What is this lawsuit about? This lawsuit claims that Fox failed to properly account for and pay motion picture profit participants (e.g. producers, writers, directors, and actors) in regard to Home Video Revenue, Electronic Sell-Through Revenue, and VOD Revenue under profit participation contracts that do not include express provisions regarding the treatment of such revenues for calculation of profit participation. Home Video Revenue is revenue derived from the sale of physical copies of motion pictures in tangible products such as Videocassettes, DVDs, and Blu-Ray discs. Electronic Sell-Through Revenue is revenue derived from the sale of digital versions of motion pictures that are delivered to the consumer via electronic transmission (e.g. through download purchases on itunes or Amazon). VOD Revenue is revenue derived from digital streaming of motion pictures, including through services commonly known as "video-on-demand" or "subscription video-on-demand," where the consumer does not obtain permanent ownership of a copy of the motion picture (e.g. streaming on services like Netflix). I In a class action lawsuit, one or more people, called "Class Representatives," (in this case, Plaintiff Concourse Productions, Inc.) sue on behalf of people who have similar claims. All these people together are a "Class" or "Class Members." In a settlement of a class action, one court resolves the issues for all Class Members, except for those who choose to exclude themselves from the Class (see Question 14).,It V\lhy is there a settlement? The Court has not determined who is right. Rather, both sides have agreed to settle the lawsuit to avoid the uncertainties and expenses of continuing the lawsuit. By agreeing to settle, both sides avoid the cost and risk of a trial, and the people affected will get a chance to receive benefits. The Class Representative and its attorneys think this Settlement is best for all Class Members. This Settlement does not mean that Fox did anything wrong. WHO IS IN THE SETTLEMENT If you received this Notice you may be a Class Member. You should review your contract(s) and any amendments to them so as to determine whether you are included in the Class and this Settlement. The descriptions below are summaries. The specific language is set forth in the Settlement Agreement, which you may read at Any conflict between the language in this Notice and the language in the Settlement Agreement shall be resolved in favor of the language in the Settlement Agreement. 5..What.is the Class definition? Class members are all persons and entities (and their successors-in-interest, assigns, and heirs) that are parties to a "Class Profit Participation Contract" (defined by the Settlement Agreement as a Profit Participation Contract using form definitions drafted by Fox before May 3 l, 1989, that, either as initially drafted or later amended, do not state an express percentage of Home Video Revenue and/or Electronic Sell-Through Revenue to use in calculating a Profit Participation) I QUESTIONS? CALL TOLL-FREE, OR VISIT

42 When Cl person or entity is a party to both, (a) one or more Class Profit Participation Contracts; and (b) one or more profit participation contracts that do not meet the definition of a Class Profit Participation Contract, that person or entity is a member of the settlement class only with regard to the Class Profit Participation Contract(s). Excluded from the Settlement Class are: * Fox and any person, trust, firm, corporation or other entity affiliated with or related to Fox; * * * Any persons or entities who exclude themselves by submitting a timely Request for Exclusion m accordance with the requirements set forth by the Court. Persons or entities who have entered into an agreement with Fox or its Affiliates and their predecessors, subsequent to their Profit Participation Contract but regarding the same Class Film, that includes (i) a buyout of a profit participation interest, or (ii) express provisions regarding the calculation of the Profit Participant's Profit Participation with regard to Home Video Revenue and/or Electronic Sell-Through Revenue, including but not limited to a settlement agreement, an amendment to the relevant Profit Participation Contract, a side letter, or any other writing that sets forth such provisions, and was made prior to the date of the Preliminary Approval Order. Other motion picture studios and their affiliates or predecessors in interest. I G. How dbj'.1kn'9\.yfif;{f~rli par(ofthis Settlement?"... To see if you are part of this Settlement and your rights under the Settlement, ask yourself the series of questions listed below. If you are still not sure whether you are included, you can get help by contacting the Settlement Administrator using any of the methods listed in Question 24. Do you have at least one Profit Participation Contract with Fox with profit participation definitions that were drafted on or before approximately May 31, 1989, or are you the heir, successor or assign of someone who does? Does that contract include an express percentage provision regarding the calculation of your Profit Participation specifically with regard to Home Video Revenue and Electronic Sell-Through Revenue? Did you or your predecessors in interest modify the Profit Participation Contract to include a provision with express percentages for Profit Participation specifically with regard to Home Video Revenue and Electronic Sell-Through Revenue? Did you or your predecessors already release Fox for claims relating to Home Video Revenue and Electronic Sell-Through Revenue Profit Participation under the contract? Continue You are not a Class Member You are not a Class Member You are not a Class Member You are not a Class Member Continue Continue Continue You may be a Did you receive Profit Participation payments under the Profit Participation Recouped Class Contract from Fox on or before December 31, 2016? Member. Continue. You may be an Unrecouped Class Member. Continue. I 7.. I'm stih,riotsure.if'i am included. /.. 1 If you are still not sure whether you are included, you can get help by contacting the Settlement Administrator using any of the methods listed in Question 24. You are not required to pay anyone to assist you in obtaining information about the settlement QUESTIONS? CALL TOLL-FREE, OR VISIT

43 THE SETTLEMENT BENEFITS-WHAT YOU GET IF YOU QUALIFY I a. What does thissett1emer1f.~ ro\licl~j. This Settlement provides a total of $12.6 million ("Settlement Fund") which includes: (I) a $ l 1.5 million Recouped Settlement Fund, which will be used to for compensation to the Recouped Class Members (as defined in Question 9 below); and (2) a $1. l million Unrecouped Settlement Fund, which will be used for compensation to the Unrecouped Class Members (as defined in Question 9 below). Administrative and notice expenses, compensation to Named Plaintiffs, and attorneys' fees and costs will be deducted from the Recouped Settlement Fund and Unrecouped Settlement Fund. In exchange for these benefits, Class Members agree to release Fox from any claims arising out of any allegation that any past, present, or future Profit Participation or any other payments on account of Horne Video Revenue or Electronic Sell Through Revenue should have been in the past, should now or in the future be calculated based on more than 20% of Home Video Revenue or Electronic Sell-Through Revenue, whatever the theory and wherever in the world the transaction takes place. By remaining a Class Member you agree that Fox will continue to account to you for Home Video Revenue and Electronic Sell-Through Revenue as it has done and currently does on a royalty basis. Fox will account for future VOD Revenue, and any future methods of streaming now known or hereafter created, on the basis of 100% of such VOD Revenue received after the Effective Date of the Settlement in a manner otherwise consistent with the terms of each Class Profit Participation Contract. Payments and benefits will be calculated from the Recouped Settlement Fund and Unrecouped Settlement Fund for Recouped Class Members and Unrecouped Class Members as described below. The Settlement Administrator will be responsible for the calculation and payment of the amounts due to Class Members based upon information received from Fox. (Note: It is possible for a Profit Participant to be considered both a Recouped Class Member and an Unrecouped Class Member in regard to different contracts. ln such a situation, the Class Member would obtain a portion of the Recouped Settlement Fund and Unrecouped Settlement Fund). Recouped Class Members: Recouped Class Member means a Class Member who, as of December 31, 2016, is a Profit Participant on one or more Class Films that have realized sufficient revenue to require payment of Profit Participation to that Class Member under the terms of that person or entity's Class Profit Participation Contract and would have been entitled to payment of additional Profit Participation if Home Video Revenue or Electronic Sell-Through Revenue had been calculated based on more than 20% of Home Video Revenue or Electronic Sell-Through Revenue, as alleged by Plaintiff. Recouped Class Members will receive payments from the Settlement Fund, divided into two categories: Retrospective Relief (70% of the Settlement Fund Payout) Each Recouped Class Member shall be entitled to the percentage of the Retrospective Relief Fund equal to the ratio of the total amount of Profit Participation paid or payable to the Recouped Class Member pursuant to one or more Class Profit Participation Contracts through the period ending December 31, 2016, compared to the total amount of Profit Participation paid or payable to all of the Recouped Class Members pursuant to Class Profit Participation Contracts for all periods through the period ending December 31, Prospective Relief (30%, of the Settlement Fund Payout) Each Recouped Class Member shall be entitled to the percentage of the Prospective Relief Fund equal to the ratio of the total amount of Profit Participation paid or payable to the Recouped Class Member pursuant to one or more Class Profit Participation Contracts for the period from January 1, 2009, through December 31, 2016 compared to the total amount of Profit Participation paid or payable to all of the Recouped Class members pursuant to Class Profit Participation Contracts for the same period, with such ratio being deemed an estimate of the ratio of future Profit Participation payments. U nrecouped Class Members: Unrecouped Class Member means a Class Member who, as of December 31, 2016, is a Profit Participant on at least one Class Participation Contract on a Class Film that has not realized sufficient revenue to require payment of Profit Participation to that Class Member under the terms of that person or entity's Class Profit Participation Contract QUESTIONS? CALL J TOLL-FREE, OR VISIT

44 Payments to Unrccouped Class Members will be calculated taking into account the number of claims made, the revenues on the class films on which unrecouped claims are made, and the claimants on the film. To the extent the payout for any Class Film is under $20,000 and it has multiple Participating Unrccoupcd Class Members, the payout shall be divided equally among the Participating Unrecouped Class Members for that Class Film. To the extent the payout for any Class Film is $20,000 or more and it has multiple Participating Unrecouped Class Members, then Fox will pay each Participating Unrecouped Class Member its percentage of the payout allocable to a Class Film (calculated in accordance with Section of the Settlement Agreement), on a pro rata basis, depending on the percentage participation interest of each Participating Unrecouped Class Member, with appropriate distinctions made for gross and net participants.! to.'how mu'chwill my:payme'nt be?' ',',,,, The exact amount each qualifying Class Member will receive cannot be calculated until: (1) the Court approves the settlement; (2) amounts arc deducted from the Settlement Fund for notice and administration costs, attorneys' fees and expenses, and any Class Representative Incentive Awards; (3) the Settlement Administrator determines the number of persons who opt out of the Settlement; and (4) the Settlement Administrator reviews the and calculates the payment amount in compliance with the Settlement. See Question 9.for the general method of calculating claims payments. To be eligible to receive a payment under the settlement, you must be a Class Member and not have excluded yourself from the settlement. The instructions and procedures for receiving payment as a Recouped Class Member and Unrecouped Class Member are different. You may be a Recouped Class Member, an Unrecouped Class Member or both, and the answer may be different for different films and for different Profit Participation interests on the same films. So, please review and follow the procedures described below carefully for each film and for each Profit Participation interest. Recouped Class Members: If you are a Recouped Class Member who received this notice in the mail, you do not need to submit a claim form or take any other action. Your eligibility will be confirmed and payments described above will be provided to you automatically. If you believe that you may be a Recouped Class Member and you did not receive this notice in the mail, you can inquire into whether you are an eligible Class Member and apply to take part in the Settlement by March 2, 2018, by visiting ing FoxHVS@AdministratorClassAction.com or calling TOLL-FREE. You may be required by the Settlement Administrator to produce proof of your status as a Recouped Class Member before you may participate in the Settlement. If you do not take any action you will not receive any benefits and you will be subject to the release described in this notice. Unrecouped Class Members: HOW YOU GET A PAYMENT-PARTICIPATING IN THE SETTLEMENT I/you are an Unrecouped Class Member, you need to submit a claim form by March 2, 2018 in order to participate and receive benefits from the Settlement. You need to submit a claim form as an Unrecouped Class Member even if you receive this notice in the mail or if you are also a Recouped Class Member. The claim form can be found on the last page of this notice. You can also obtain a claim form by visiting ing FoxHVS@AdministratorClassAction.com or calling TOLL-FREE. Claim forms may be submitted on line, via mail, or via . lf you do not take any action you will not receive any benefits and you will be subject to the release described in this notice. l.12.vv~en \\fill I get'rhy payment? The payments will be sent to eligible Class Members after the Court grants "final approval" of the settlement and after any appeals arc resolved. :')I l QUESTIONS? CALL TOLL-FREE, OR VISIT

45 The Court will hold a Fairness Hearing on April 9, 2018, at 11:00 a.m. (Pacific time) to decide whether to approve the settlement. If you want to attend the hearing, keep in mind that the date and/or time may be changed after this Notice is sent, so you should check the settlement website ( before making travel plans. If the Cou11 approves the settlement (see Questions ), there may be appeals. It's always uncertain whether these appeals can be resolved, and resolving them can take time. Please be patient. You can check for updates and other important information by using any of the methods listed in Question 24. I 13. Whatam I giving up toqetberiefltsand stay inthe settlement? If this Settlement receives final approval from the Court, this Settlement will be legally binding on all Class Members, including Class Members who object, unless you exclude yourself from the settlement. This means you will not be able to sue Fox for the claims being released in this Settlement. This Notice is only a summary. The specific claims that you are giving up against Fox are described in detail in the Settlement Agreement. You will be "releasing" Fox and all related entities (the "Released Parties") as described in the Settlement Agreement. The Settlement Agreement is available at or by calling If you, or someone acting on your behalf, are currently litigating claims against Fox or the other Released Parties, you will be barred from pursuing the claims released by this Settlement unless you validly "opt out" as described below. If you are currently litigating claims against Fox or the other Released Parties, speak to your lawyer in that matter immediately. The Settlement Agreement describes the released claims with specific descriptions, so read it carefully. If you have any questions, you can talk to Class Counsel listed in Question 17 or you can, of course, talk to your own lawyer if you have questions about what this means. To exclude yourself, you must mail a letter that includes: Your full name, current address, telephone number, and signature; The name of the individual or entity requesting exclusion (if any different from your name); A statement that you are a Class Member and that you "request to be excluded from the class settlement in the Fox Home Video Settlement." A statement as to whether you wish to be excluded from the class settlement for all or only some of the Class Profit Participation Contracts to which you are a party. If you wish to be excluded for only some of the Class Profit Participation Contracts to which you are a party, please indicate the specific motion pictures and Contracts for which you are requesting exclusion. You must personally sign your written "opt-out" request and mail it postmarked by March 2, 2018, to: Fox Home Video Settlement Attention: Exclusion Requests 1801 Market Street, Suite 660 Philadelphia, PA No. Unless you exclude yourself from the settlement, you give up any right to sue the Defendants for the claims that are resolved by the Settlement. If you have a pending lawsuit, speak to your lawyer in that lawsuit immediately. Remember, the exclusion deadline is March 2, No. If you exclude yourself from the settlement, you will not be able to get any payments and you cannot object to the settlement. You will not be legally bound by anything that happens in the settlement l QUESTIONS? CALL TOLL-FREE, OR VISIT

46 THE LAWYERS IN THE CASE 17. Who Are the Lawyers in This Case Class Counsel The Court has appointed the law firms listed below to represent you and other Class Members in the settlement. These lawyers are called Class Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense. If you want to contact Class Counsel about this settlement, they can be reached through the Settlement Administrator by calling or sending an to Daniel L. Warshaw Jeffrey A. Koncius PEARSON, SIMON & WARSHAW, LLP KIESEL LA w LLP Ventura Boulevard, Suite Wilshire Boulevard Sherman Oaks, CA Beverly Hills, CA Neville L. Johnson Raymond P. Boucher JOHNSON & JOHNSON LLP BOUCHER LLP 439 North Canon Drive, Suite Oxnard St., Suite 600 Beverly Hills, CA Woodland Hills, CA Class Counsel will ask the Court for an award of attorneys' fees and expenses in the settlement (the "Fee and Expense Award"), which will be paid from the Settlement Fund: Attorneys' Fees and Expenses Class Counsel will ask the Court to approve payment from the Settlement Fund of attorneys' fees of up to onethird of the $12.6 million Settlement Fund (i.e., up to $4,195,800), as well as for reimbursement for costs and expenses incurred in the prosecution of the lawsuits not to exceed $105,000. Incentive Awards to Class Representatives Class Counsel will ask the Court to approve a $10,000 payment (called an "Incentive Award") to Plaintiff and Class Representative Concourse Productions, Inc. The Incentive Award compensates Plaintiff for its service as a Class Representative. Any Incentive Award ordered by the Court will be in addition to what the Class Representative is eligible to receive from its claim as a class member. OB.. IECTING TO THE SETTLEMENT ff you do not exclude yourself, you may object to the Settlement. To object, you must mail your objection to the Settlement Administrator. To be timely, your objection must be mailed to the Settlement Administrator so that it is postmarked by March 2, 2018, at the following addresses: Fox Home Video Settlement Attention: Objection 180 I Market Street, Suite 660 Philadelphia, PA I QUESTIONS? CALL TOLL-FREE, OR VISIT

47 You must include the following information: Your full name, current address, telephone number, and signature. The settlement to which you are objecting: "Fox Home Video Settlement." The films on which you have a Class Participation Contract. Your objections and the specific reasons why you object. State whether you intend to appear at the Fairness Hearing, either in person or through counsel. If you are represented by separate counsel, the name, address, bar number, and telephone number of all attorneys who will represent you. 20.}t/yhat's the difference between objecting and ex~luding;,~(ourself? Objecting is telling the Court that you do not like something about the settlement. You can object to a settlement only if you stay in that settlement. Excluding yourself is telling the Court that you do not want to be part of the settlement. If you exclude yourself, you have no right to object, because the case no longer affects you. If you object, and the Court approves the settlement anyway, you will still be legally bound by the result. THE COURT'S FAIRNESS HEARING The Court will hold a "Fairness Hearing" (also known as a "Final Approval Hearing") to decide whether to finally approve the proposed settlement. The Fairness Hearing will be on April 9, 2018, at 11:00 a.m. before Judge Elihu M. Berle in Department 323 of the Los Angeles Superior Court, Central Civil West Courthouse, located at 600 South Commonwealth Avenue, Los Angeles, California If you want to attend the Fairness Hearing, keep in mind that the date and/or time may be changed after this Notice is sent, so you should check the settlement website ( before making travel plans. At the Fairness Hearing, the Court will consider whether the proposed settlement and all of its terms are adequate, fair, and reasonable. If there are objections, the Court will consider them. The Court may listen to people who have asked for permission to speak at the Hearing. The Court may also decide how much to award Class Counsel for fees and expenses, and whether and how much to award the Class Representatives for representing the Class (the Incentive Awards). There is no set timeline for either the Court's final approval decision, or for any appeals that may be brought from that decision, so it is impossible to know exactly when the settlement will become final. The Court may change deadlines listed in this Notice without further notice to the Class. To keep up on any changes in the dead lines, please contact the Settlement Administrator or review the website.,, I No. Class Counsel will answer any questions asked by the Court. If you send an objection, you do not have to come to Court to talk about it. So long as you mailed your written objection on time and complied with the other requirements for a proper objection, the Court will consider it. You may also pay another lawyer to attend, but it's not required. j 23.'Mayl speak at the Fairness He'aring? Yes. If you submitted a proper written objection to the settlement, you or your lawyer may, at your own expense, come to the Fairness Hearing and speak. You must also file a Notice of Intention to Appear, which must be mailed to the Settlement Administrator so that it is postmarked no later than March 2, 2018, and it must be filed with the Clerk of the Court by that same date. If you intend to have a lawyer appear on your behalf, your lawyer must enter a written notice of QUESTIONS? CALL TOLL-FREE, OR VISIT - l 0 -

48 appearance of counsel with the Clerk of the Court no later than March 2, See Question 19 for the addresses of the Settlement Administrator. You cannot speak at the Fairness Hearing if you excluded yourself. GETTING MORE INFORMATION 24.HoW dol get more tnforrnaflonabout.the settlement?" t This Notice summarizes the proposed settlement. For the precise terms and conditions of the settlement, please see the settlement agreement, available at VideoSettlernent.corn. PLEASE DO NOT CALL THE.ITJDGE OR THE COURT CLERK TO ASK QUESTIONS ABOUT THE LAWSUIT, THE SETTLEMENT, OR THIS NOTICE. THE COURT WILL NOT RESPOND TO LETTERS OR TELEPHONE CALLS. IF YOU WISH TO ADDRESS THE COURT, YOU MUST FILE AN APPROPRIATE Pl,F,ADlNG OR MOTION WITH THE CLERK OF THE COURT IN ACCORDANCE WITH THE COURT'S USUAL PROCEDURES. DATED:, Call the Settlement Administrator toll-free at receive copies of documents. the Settlement Administrator at FoxHVS@AdministratorClassAction.com Send your questions by mail to: Fox Home Video Settlement, 1801 Market St., Ste 660, Philadelphia, PA where you will find answers to common questions about the settlement, a Claim Form, plus other information to help you. You can review the legal documents that have been filed with the Clerk of Court in these cases at: Los Angeles Superior Court, Central Civil West Courthouse 600 South Commonwealth Avenue Los Angeles, California BY ORDER OF THE COURT SUPERIOR COURT FOR THE STATE OF CALIFORNIA to ask questions and QUESTIONS? CALL l TOLL-FREE, OR VISIT

49 EXHIBIT 2

50 Legal Notice Legal Notice What is This Settlement About'! Am I a Class Member? You may be a Class Member if you are a person or entity (or their successors-in-interest, assigns, and heirs) who is a party to a "Class Profit Participation Contract" (defined by the Settlement Agreement as a Profit Participation Contract using form definitions drafted by Fox before May 31, 1989, that, either as initially drafted or later amended, do not state an express percentage of Home Video Revenue and/or Electronic Sell-Through Revenue to use in calculating a Profit Participation). To obtain more information regarding whether you are a Class Member, please visit FoxHVS@administratorClassAction.com, or call What Does the Settlement Provide'! This settlement provides a total of $12.6 million comprised of: ( 1) an $11.5 million Recouped Settlement Fund, which will be used to pay recouped profit participants who are already receiving profit participation on their contracts, less approved fees and costs; and (2) a $1.1 million Unrecouped Settlement Fund, which will be used to pay unrecouped profit participants who are not yet receiving profit participations on their contracts, less approved fees and costs. You may receive benefits from either or both of these funds if you qualify and comply with this notice. What Are My Rights and Options'! NOTICE OF PROPOSED CLASS ACTION SETTLEMENT If You Are a Profit Participant on a Motion Picture Released by Twentieth Century Fox Film Corporation for Home Video, or Electronic Sell-Through, You May Financially Benefit from a Class Action Settlement A settlement has been reached in a class action lawsuit over how Twentieth Century Fox Film Corporation ("Fox") calculated profit participation relating to revenue derived from the sale of Home Videos (e.g. physical copies such as videocassettes, DVDs, and Blu-Ray), Electronic Sell-Through (e.g. digital copies delivered for permanent download such as from itunes or Amazon), and Video-on-Demand ("VOD") (e.g. streaming on services like Netflix) on certain motion pictures. The settlement is not an admission of wrongdoing and the Court has not decided who is right and who is wrong. Instead, the parties decided to settle the dispute. You have the following rights and options as a Class Member. You have to take action on or before March 2, 2018 in order to exercise your legal rights and options under the settlement. PARTICIPATE UNRECOUPED (nvmxrrt112; 2018) As AN CLASS MEMBER :>.:::.. -.>- '... :,~:-_ : ',' :,-: ' Exq,;ui)EY()URSkLF.. (BY MARCH 2, iol8) If you are a Recouped Class Member who also received notice in the mail, you do not have to take any action to remain part of the Settlement Class and be eligible to receive the benefits and payments offered. If you are a Recouped Class Member who did not receive notice in the mail, you can apply to receive payment from the Settlement by visiting or calling If you do not take any action you will not receive any benefits and you will be subject to the release under the Settlement Agreement. If you are an Unrecouped Class Member, you need to file a claim to be eligible to receive the benefits and payments and offered. If you do not take any action you will not receive any benefits and you will be subject to the release under the Settlement Agreement. Visit or call Excluding yourself means you get no payment from this Settlement. This is the only option that allows you to keep any rights you currently have to negotiate with or sue Fox about the claims in this case l