of class settlement 20 - worldsecuresystems.com · rpp spbbedl amended order granting preliminary...

Assigned to the Hon. Elihu Berle (Dept. CCW-323)

CASE NO. BC499181 (related to BC499179, BC499180, BC499182, BC500040)

CLASS ACTION

[PRQFOOED] AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

NOV 162017 .

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21 Defendants.

20 19 TWENTIETH CENTURY FOX FILM

CORPORATION, and DOES 1-100,

18 VS.

Plaintiff,

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16 STANLEY DONEN FILMS, INC.,

7 Attorneys for Plaintiff and the Plaintiff Classes

8 (Additional Attorneys Listed on Signature Page)

1 Clifford H. Pearson (Bar No. 108523) [email protected]

2 Daniel L. Warshaw (Bar No. 185365) [email protected]

3 Bobby Pouya (Bar No. 245527) [email protected]

4 PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400

5 Sherman Oaks, California 91403 Telephone: (818) 788-8300

6 Facsimile: (818) 788-8104

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875052.1

rncsr'iaEDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

COUNTY OF LOS ANGELES, CENTRAL CIVIL WEST

SUPERIOR COURT OF THE STATE OF CALIFORNIA

875052.1 2 28 27 1 The defined terms set forth in the Settlement Agreement are hereby incorporated by reference in

this Order.

Affiliates and their predecessors, subsequent to their Profit Participation Contract but regarding

c. Persons or entities who have entered into an agreement with Fox or its 23

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Request for Exclusion in accordance with the requirements set forth by the Court;

Any persons or entities who exclude themselves by submitting a timely

Fox and any person, trust, firm, corporation or other entity affiliated with or 19

a. 20

related to Fox; 21

b. 22

1. Excluded from the Settlement Class are

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).

13 Therefore, for settlement purposes only, the Court grants conditional certification of the following

14 "Settlement Class" defined as follows:

12 sufficiently well-defined community of interest among the Class in questions of law and fact.

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

9 Agreement and finds the terms to be within the range of reasonableness of a settlement that

8 The Court grants preliminary approval of the settlement as set forth in the Settlement

7 FOLLOWING:

6 submitted by the parties in support thereof; and good cause appearing, HEREBY ORDERS THE

5 filed by the parties; having considered the respective points and authorities and declarations

1 The Motion for Preliminary Approval of a Settlement came before this Court, on

2 November 9, 2017. 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

rrr i F BiE:Dl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

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rPP SPBBEDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT 875052. l 3

8. The Court approves, as to form and content, the Notice of Pendency of Class 26 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

25 litigation expenses and class representative enhancement by no later than February 2, 2018.

7. Class Counsel shall file a motion for an award of attorneys' fees, reimbursement of 24

23 materials in support of their request for final approval by no later than February 2, 2018.

6. Counsel for the parties shall file memoranda, declarations, or other statements and 22

21 enhancement should be granted.

an award of attorneys' fees, reimbursement of litigation expenses, and class representative

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

granting approval of the settlement should be entered; and ( c) whether Plaintiffs application for

Angeles, CA 90005, on April 9, 2018, at 11 :00 a.m.

scheduled in Department 323 of this Court, located at 600 South Commonwealth Avenue, Los

be finally approved as fair, reasonable and adequate as to the members of the Settlement Class is

4. A final fairness hearing on the question of whether the proposed settlement should

3. The Court confirms Ange ion Group as the Claims Administrator.

9 Concourse Productions, Inc. ("Plaintiff') as Class Representative, and the law firms of Pearson,

For purposes of the settlement, the Court further designates named Plaintiff 2. 8

Other motion picture studios and their affiliates or predecessors in interest. d.

6 Approval Order; and

5 any other writing that sets forth such provisions, and was made prior to the date of the Preliminary

4 settlement agreement, an amendment to the relevant Profit Participation Contract, a side letter, or

3 Home Video Revenue and/or Electronic Sell-Through Revenue, including but not limited to a

2 provisions regarding the calculation of the Profit Participant's Profit Participation with regard to

1 the same Class Film, that includes (i) a buyout of a profit participation interest, or (ii) express

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10 Simon & Warshaw, LLP, Kiesel Law LLP, Johnson & Johnson LLP, Boucher, LLP as Class

11 Counsel.

875052.1 4

The Court finds that the forms of notice to the Settlement Class regarding the 15. 28

27 Claim Form.

26 number that Settlement Class members may call to obtain a copy of the Long Form Notice and

On or before the Notice Date, the parties shall also set up a toll-free telephone 14. 25

24 Claim Form shall be made available on an internet website.

On or before the Notice Date, the Short Form Notice, the Long Form Notice, and 13. 23

22 additional steps to maximize notice to the Class.

major media outlets. Plaintiff and Class Counsel are free to perform their duties and/or take

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

Exhibit "2" of the Settlement Agreement, the format of an E-Newsletter, to be disseminated to

Administrator shall also cause the Short Form Notice, substantially in the form attached hereto as

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

11. 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.

10 Claims Period").

9 form, or remain part of the settlement and receive the benefits provided thereunder ("Close of

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.

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8 proposed member of the Class to opt out of settlement, object to the settlement, submit a claim

4 Order.

3 these notice documents that are consistent with the terms of the Settlement Agreement and this

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

fPNI!) 9 ?EDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

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fP~~ED1 AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT 875052. l 5

28 the due process rights of all Class Members.

presentation of any Class Member's objection to the Settlement Agreement, in accordance with

Fairness Hearing are intended to ensure the efficient administration of justice and the orderly

18. The procedures and requirements for filing objections in connection with the

Hearing with or without separate counsel; and (v) if the settlement class member is represented by

member's objections; (iv) whether the settlement class member intends to appear at the Fairness

member's objections to the Settlement Agreement and the reasons for the settlement class

settlement to which you are objecting: "Fox Home Video Settlement;" (iii) the settlement class

settlement class member's full name, current address, telephone number, and signature; (ii) the

member must provide the following information in the written objection: (i) the objecting

To validly object to the Settlement Agreement, an objecting settlement class 17. 10

9 Notice.

8 out of, or object to the Settlement, as set forth in the Settlement Agreement and Long Form

The Court further approves the procedures for Class Members to participate in, opt 16.

6 United States Constitutions, and other applicable law.

5 California Civil Code section 1781, California Rules of Court 3.766 and 3.769, the California and

4 Class. They comply fully with the requirements of California Code of Civil Procedure section 382,

3 circumstances and constitute valid, due, and sufficient notice to all members of the Settlement

2 Settlement Class. These forms and methods constitute the best notice practicable under the

1 pendency of the action and of this settlement, and the methods of giving notice to members of the

separate counsel, the name, address, bar number, and telephone number of all attorneys who will

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875052.1 6

Event Timing

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

The Court orders the following Implementation Schedule for further proceedings: 23.

To facilitate administration of the Settlement pending final approval, the Court 22.

Counsel for the parties are hereby authorized to utilize all reasonable procedures in 21. 7

5 necessary to carry out or enforce the terms and conditions of the Settlement Agreement and this

Pending the Fairness Hearing, all proceedings in this action, other than proceedings 20.

In advance of the Final Fairness Hearing, on or before March 23, 2018, the 19.

rPRiP~EiEDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT

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13 have filed valid Requests for Exclusion with the Claims Administrator and the time for filing

14 claims with the Claims Administrator has elapsed.

12 proceedings regarding claims released by the Settlement unless and until such Class Members

11 hereby enjoins all Class Members from filing or prosecuting any claims, suits or administrative

9 either this Order or the terms of the Settlement Agreement.

8 connection with the administration of the settlement which are not materially inconsistent with

6 Order, are stayed.

3 notice plan approved by the Court.

2 Settlement Administrator shall provide a sworn declaration attesting to its administration of the

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fPP TWfiJEDl AMENDED ORDER GRANTING PRELIMINARY APPROVAL OF CLASS SETTLEMENT 875052.1 7

HONORABLE ELIHU M. BERLE Judge of the Superior Court

ELIHU M. BERLE '2017 DATED: Nov. I~ IT IS SO ORDERED.

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.

24. The Fairness Hearing and related prior deadlines set forth above may, from time to

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 April 9, 2018 at 11 :00 a.m. settlement.

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EXHIBIT A

Ul 133202259v4 STIPULATION AND AGREEMENT OF SEITLEMENT

Hon. Elihu M. Berle 323 ccw January 16, 2013

Judge: Dept.: Date Filed:

STIPULATION AND AGREEMENT OF SETTLEMENT

CASE NO. BC499181

CLASS ACTION

874646.1

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14 l S TWENTIETH CENTURY FOX FILM

CORPORATION, AND DOES 1-100,

Plaintiff, 12

13 VS.

8

9

IO

11 STANLEY DONEN FILMS, INC.,

SUPERIOR COURT FOR THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

Attorneys for Defendant 6 Twentieth Century Fox Film Corporation

7

GREENBERG TRAURJG, LLP JEFF E. SCOTT (SBN 126308)

2 ROBERT J. HERRINGTON (SBN 234417) ALANA C. SROUR (SBN 271905)

3 1840 Century Park East, Suite 1900 Los Angeles, CA 90067-2121

4 Telephone: 310-586-7700 Facsimile: 310-586- 7800

Defendants.

5

LA 133202259v4 STIPULATION AND AGREEMENT OF SEITLEMENT

874646.1

27

28 1 Capitalized terms, if not defined elsewhere, are defined in the "Definitions" section below.

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

23 numerous phone conferences among counsel;

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

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

9 RECITALS

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.


LA 133202259v4 STfPULA TION AND AGREEMENT OF SETTLEMENT

874646.I 2

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

"Affiliate" means a second entity that is related in whole or in part to the 1.2

25 BC499181.

26

24 Twentieth Century Fox Film Corporation, Los Angeles Superior Court Case Number

"Action" means the action entitled Stanley Donen Films, Inc. v. 1.1 23

22 as may be defined below) shall have these meanings:

As used in this Stipulation, the following capitalized terms (not already defined above or 1.

20

21

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.

15 wrongdoing or lack of merit in the defenses, IT IS HEREBY STIPULATED AND AGREED, by and

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

DEFINITIONS

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

LA 133202259v4 STIPULATION AND AGREEMENT OF SETfLEMENT

874646.I 3

28 from Streaming a motion picture ("Streaming Revenue"), Fox has accounted and will continue

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

23 services commonly known as "rental," "video-on-demand" ("VOD") or "subscription video-on-

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

1.10 "Electronic Sell-Through Revenue" means revenue received by Fox and 19

18 by this Stipulation shall become effective, as set forth in Paragraph 14 below.

"Effective Date" means the date on which the Settlement contemplated 1.9 17

16 and signed between the Parties concurrently herewith.

"Confidential Supplemental Agreement" means the agreement so entitled 1.8 15

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.

12 Contract using form definitions drafted by Fox before May 31, 1989, that, either as initially

"Class Profit Participation Contract" means a Profit Participation

1.6

1.7

"Class Member" means a member of the Settlement Class. 10

11

8 Contract(s)" on which there have been "Home Video Revenue" and/or "Electronic Sell-

9 Through Revenue."

7

6 Law LLP; and Pearson, Simon & Warshaw, LLP.

"Class Counsel" means Johnson & Johnson LLP; Boucher LLP; Kiesel 1.4

3 otherwise approved by the Court. Claim Forms only need to be filed by Participating

4 Unrecouped Class Members.

"Claim Form" refers to the claim form attached hereto as Exhibit 3, or as 1.3 2

affiliate of the first entity.

"Class Film" means a film with one or more "Class Profit Participation 1.5

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LA 133202259v4 STIPULA T!ON AND AGREEMENT OF SEITLEMENT

874646.l 4

1.19 "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

25 other hand.

26

1.18 "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

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.

1.17 "Profit Participation" means contingent compensation paid by Fox or its

17 Participation Contract.

18

1.16 "Profit Participant" means a person or entity that has executed a Profit 16

14 Court, inter alia, directing that Notice be provided to the Settlement Class, and scheduling a

15 hearing concerning final approval of the Settlement.

1.15 "Preliminary Approval Order" means the order to be entered by the 13

11 Member who files a valid and timely Claim Form for recovery pursuant to the procedures set

12 forth in Section 5. l herein.

1.14 "Participating Unrecouped Class Member" means an Unrecouped Class

9 Exhibit 1.

10

1.13 "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

1.12 "Named Plaintiff' or "Plaintiff' means Concourse Productions, Inc. 6

7

5 Videocassettes, DVDs, and Blu-Ray discs.

4 copies of motion pictures that are delivered to the consumer in tangible products such as

1.11 "Horne Video Revenue" means revenue derived from the sale of physical

2 received by Fox and Affiliates.

3

to account to each Class Member for Streaming Revenue on the basis of 100% of such revenue

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LA 133202259v4 STIPULATION AND AGREEMENT OF SETTLEMENT

5 874646.l

1.24 "Releasing Parties" means the Plaintiff, the Settlement Class, and each

27 licensors, distributors, subdistributors, predecessors, successors and assigns.

26 heirs, executors, trustees, personal representatives, estates, administrators, trusts, licensees,

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,

22 licensees, and each and all of their past, present and future officers, directors, stockholders,

1.23 "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

20

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.

11 of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of

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

7 rights, liabilities and causes of action, of every nature and description whatsoever, whether

1.22 "Released Claims" means any and all actions, suits, claims, demands,

5 and Hearing for publication, substantially in the form attached hereto as Exhibit 2.

6

December 31, 2016, as described in Paragraph 4.2, below.

1.20 "Prospective Relief Fund" means 3 0% of the Recouped Settlement Fund

Payout or Unrecouped Settlement Fund Payout.

1.21 "Publication Notice" means the summary notice of proposed Settlement

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6 874646.1

1.30 "Settlement" means the settlement contemplated by this Stipulation.

1.31 "Settlement Administrator" means Angeion Group, a company

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26 Fund Payout or Unrecouped Settlement Fund Payout.

1.29 "Retrospective Relief Fund" means 70% of the Recouped Settlement 25

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.

1.28 "Retrospective Relief' means the allocation of payments from the 21

20 Settlement Class submitted by a member of the Settlement Class.

1.27 "Request for Exclusion" means a written request to be excluded from the 19

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).

1.26 "Recouped Settlement Fund" means the $11.5 million that Fox will make 14

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.

2 successors and assigns, and any persons they represent.

Class Member on behalf of themselves, their heirs, executors, administrators, attorneys,

1.25 "Recouped Class Member" mean a Class Member who, as of December 3

LA 133202259v4 STIPULA TlON AND AG REEM ENT OF SEITLEMENT

7 874646.1

1.38 "Unknown Claims" means any and all Released Claims that the Named 28 27 determine, among other things, the fairness, reasonableness, and adequacy of the Settlement.

1.3 7 "Settlement Hearing" means the final settlement hearing to be held to 26

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."

21 described in Sections I .26 and 1.40 remaining for distribution to the Class Members after the

1.36 "Settlement Fund Payout" means the amount of each Settlement Fund 20

19 and the "Unrecouped Settlement Fund."

1.35 "Settlement Fund" means the total of the "Recouped Settlement Fund" 18

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.

1.3 3 "Settlement Class" means the definition set forth in Paragraph 2 below.

1.34 "Settlement Class Information" means a list to be provided by Fox to the

5

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3 Administrator for the benefit of the Recouped and Unrecouped Class Members, as set forth

4 below.

2 1.32 "Settlement Check" means the checks prepared by the Settlement

specializing in the administration of class action settlements.

STIPULATION AND AGREEMENT OF SETILEMENT LA 133202259v4

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Plaintiff, and attorneys' fees and costs (which fees and costs will be proportionally allocated

between the Recouped Settlement Fund and the Unrecouped Settlement Fund).

claims, less administrative and notice expenses, any special compensation to the Named

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

person or entity is not recouped.

1.39 "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

is a part.

Claims was specifically bargained for and a key element of the Settlement of which this release

have acknowledged, that the inclusion of "Unknown Claims" in the definition of Released

Plaintiff and Fox acknowledge, and the Released Parties by operation of law shall be deemed to

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.

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Retrospective Relief. Each Recouped Class Member shall be entitled to 4.l 28

27 without the necessity of filing a claim, as follows:

The Recouped Settlement Fund Payout shall be distributed to Recouped Class Members, 4. 26

25 DISTRIBUTION OF THE RECOUPED SETTLEMENT FUND

Other motion picture studios and their Affiliates or predecessors in 3.4

24 interest.

Persons or entities who have entered into an agreement with Fox or its 3.3 15

14 Request for Exclusion in accordance with the requirements set forth by the Court.

Any persons or entities who exclude themselves by submitting a timely 3.2 13

12 or related to Fox;

Fox and any person, trust, firm, corporation or other entity Affiliated with 3.1

10

11

Exclusions from Settlement Class. Excluded from the Settlement Class are: 3. 9 Participation Contracts."

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

Definition of Settlement Class. Plaintiff shall request that the Court certify for settlement 2. 2

SETTLEMENT CLASS

23

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.

LA 133202259v4 STIPULATION AND AG REEM ENT OF SEITLEMENT

874646.1 10

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

Payment. The Settlement Administrator will be responsible for 4.4 23

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.

Documentation and Eligibility. Recouped Class Members identified by 4.3

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, 2016

11 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.

Prospective Relief. Each Recouped Class Member shall be entitled to the 4.2

6 December 31, 2016.

7

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

14

STIPULA TlON AND AGREEMENT OF SETTLEMENT LA 133202259v4

11

Code Civ. Proc. § 384.

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 77209 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

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

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.

874646.1

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LA 133202259v4 STIPULATION AND AGREEMENT OF SETI'LEMENT

874646.1 12

Review Process. The Settlement Administrator shall review and approve 5.2 24

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

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

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.

Claims Process. To be eligible to receive payment from the Unrecouped 5.1

3 Class Members as follows:

4

The Unrecouped Settlement Fund Payout shall be distributed to Participating Unrecouped 5. DISTRIBUTION OF THE UNRECOUPED SETTLEMENT FUND 1

2

STIPULATION AND AGREEMENT OF SETILEMENT LA 133202259v4

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5.3. l Each Class Film on which there are Participating Unrecouped Class

Calculation Process. Payments to Participating Unrecouped Class shall 5.3

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.

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

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

materials to cure the deficiencies. If a claimant does not submit the information required by

The individual or entity receiving such notice will be allowed forty-five (45) days to submit

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.

whose claim is deemed incomplete, or whose claim is denied in whole or in part, will receive

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26 be calculated in accordance with the following protocol.

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LA 133202259v4 STIPlJLA TION AND AGREEMENT OF SETTLEMENT

8746461 14

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

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

Payment Process .. The Settlement Administrator will be responsible for 5.4 20

I 0 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.

5.3.3 To the extent the payout for any Class Film is $20,000 or more and it has 9

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.

6 5.3.2 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.

Members shall be entitled to the percentage of the Unrecouped Settlement Fund Payout equal to


8746461 15

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

Payment Deadlines. The Settlement Administrator shall mail to each 5.5 7

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 5.3.3. 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.


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

Continuing Accounting Practice. Plaintiff and the Settlement Class acknowledge and 8. 24

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.

Release. Upon the Effective Date, Releasing Parties shall be deemed to have, and by 7. 15

14 of final judgment in this Action, and to providing for the releases herein.

Final Judgment. Subject to Court approval, the Parties to this Stipulation agree to entry 6. 13

12 JUDGMENT AND RELEASE

Section 77209 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. § 384.

16 874646 I


874646.I 17

10.3 Publication Notice. Within thirty (30) days after the Court's issuance of

22 Preliminary Approval Order, the Settlement Administrator shall mail the Notice to each Class

23 Member. See, Exhibit 1 attached hereto.

10.2 Notice by Mail. Within thirty (30) days after the Court's issuance of the

l 9 after the Court's issuance of the Preliminary Approval Order, Fox shall provide the Settlement

20 Class Information to the Settlement Administrator.

l 0.1 Settlement Class Member Information Exchange. Within ten (10) days

17

18

Notice. 10.

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.

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

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

Preliminary Approval Order. As soon as practicable, Plaintiff shall move the Court for 9. 3

PRELIMINARY APPROVAL AND NOTICE 2

1 Members in both the past and the future.

21

24

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

LA 133202259v4 STIPULATION AND AGREEMENT OF SETILEMENT

874646.I 18

Opt-Outs and Objections. 12. 20

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

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.

Requests for Exclusion/Objections. Class Members who do not wish to participate in the 11.

15 REQUESTS FOR EXCLUSION AND OPT-OUT TERMINATION RIGHT

16

10.5 Costs and Fees. All costs and fees associated with Notice shall be

10.4 Settlement Website. The Settlement Administrator shall create a website

13

14 deducted proportionally from the Recouped Settlement Fund and Unrecouped Settlement Fund.

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.

7 maximize notice to the Class.

8

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

L4 133202259v4 STIPULATION AND AGREEMENT OF SETTLEMENT

874646.l 19

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:

28 12.4.1 Attach documents establishing, or provide information sufficient to allow

12.4 Objection Requirements. To be heard at the Settlement Hearing, the 21

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.

12.3 Right To Object. Any member of Settlement Class may appear at the 11

9 of all requests for exclusion and will, upon written request, provide copies of any such requests

10 to counsel for the Parties.

12.2 Retention of Exclusions. The Settlement Administrator will retain a copy 8

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.

5 described above is included. No person in the Settlement Class, or any person acting on behalf

4 12.l No request for exclusion will be valid unless all of the information

3 Participation Contracts for that Class Member for that Class Film(s).

2 exclusion from the settlement is sought, otherwise it will be assumed that it is all Class Profit

1 the same Class Film(s), include the name of the Class Profit Participation Contract(s) for which

LA 133202259v4 STIPULA T£0N AND AGREEMENT OF SETILEMENT

20 874646.I

entry of judgment; and (c) 28 27 Class and a hearing;

entry of the Preliminary Approval Order by the Court;

final approval by the Court of the Settlement, following notice to the Settlement

(a)

(b)

25 26

24 the following have occurred:

Effective Date of Settlement. The Effective Date of Settlement shall be the date when all 15.

EFFECTIVE DATE OF SETTLEMENT, WAIVER, AND TERMINATION 22

23

21 confirmatory discovery as outlined in the Parties' Confidential Supplemental Agreement.

Confirmatory Discovery. Class Counsel may, at their own expense, conduct 14.

CONFIRMATORY DISCOVERY 19

20

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.

Adjustments to Recouped and Unrecouped Settlement Funds. The Recouped and 13. 12

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.

12.5 Any member of the Settlement Class who objects may, but does need to, 8

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;

5 12.4.2 Include a statement of specific objections; and

6 12.4.3 State the grounds for objection and attach any documents supporting the

7 objection.


21 874646.I

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,

21 assurance of the company's security measures and insurance coverage relating to errors and omissions

20 Administrator to carry out the terms of the Settlement as provided herein after careful vetting and

Settlement Administrator. The Parties shall engage a third party Settlement 18.

18

19

ADMINISTRATION OF THE SETTLEMENT

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

No Prejudice in Event of Termination. Except as otherwise provided herein, in the event 17. 9

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.

Termination after Court Disapproval. If the Court (a) declines to enter the Preliminary 16. 4

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.

the expiration of any time for appeal or review, or, if any appeal is filed and not (d) 1

LA 133202259v4

22 874646.I

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

26 $I 0,000.00 for the Plaintiff, Concourse, for its service as a class representative in this Action. The

Enhancement Awards to Plaintiff. Plaintiff will apply to the Court for an award of 24. 25

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.

22 awarded by the Court will be deducted from the Settlement Fund. In no event shall the payment of

Deduction of Fee Award from Settlement Fund. Any attorneys' fees and expenses 23.

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.

Payment of Attorneys' Fees. The amount awarded by the Court shall be payable by the 22. 18

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.

14 by Class Counsel, such decision shall not affect the validity and enforceability of the Settlement and

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

Disapproval of Fee Award. Notwithstanding anything contained herein to the contrary, 21. 11

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.

Attorneys' Fees. Class Counsel will apply to the Court for an award of attorneys' fees in 20.

5

6

ATTORNEYS' FEES, EXPENSES, AND ENHANCEMENT AWARD

4 shall pay the Settlement Fund to the Settlement Administrator for disbursement as provided herein.

Deposit of Settlement Fund. Within ten (I 0) business days after the Effective Date, Fox 19. 3

2 of stale checks.

to itself, and to the cy pres recipients if any, as well as the number of stale checks and the total amount


21

LA 133202259v4 ST!PULA TION AND AGREEMENT OF SETTLEMENT

23 874646.l

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.

Warrant of Authority. All counsel and any other person executing this Stipulation and 31. 25

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.

22 embodied in this Stipulation shall be under the authority of the Court, and the Court shall retain

Court Retains Jurisdiction. The administration and consummation of the Settlement as 30. 21

20 convenience only and are not meant to have legal effect.

Headings Have No Legal Effect. The headings herein are used for the purpose of 29. 19

18 successors-in-interest.

17 of its provisions be waived except by a writing signed by counsel for all Parties hereto or their

No Oral Modifications. This Stipulation may not be modified or amended, nor may any 28. 16

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.

Settlement Fairly Negotiated. The Parties agree that the amount paid and the other terms 27. 12

11 relating to the prosecution, defense, or settlement of the Action.

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

Final and Complete Resolution. The Parties to this Stipulation intend the Settlement to 26. 6

5 incorporated by reference as though fully set forth herein.

Exhibits Incorporated by Reference. All of the exhibits attached hereto are hereby 25.

3

4

MISCELLANEOUS PROVISIONS

Date. Any enhancement awards ordered by the Court will be deducted proportionally from the

2 Recouped Settlement Fund and Unrecouped Settlement Fund.

LA 133202259v4 STIPULATION AND AGREEMENT OF SETILEMENT

24 874646.I

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

No Representations About Tax Consequences. No opinion or advice concerning the tax 38. 24

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.

Execution in Counterparts. This Stipulation may be executed in one or more 37.

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.

Integration. This Stipulation and its exhibits and the Confidential Supplemental 36. 16

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.

Effect of Waiver. The waiver by one party of any breach of this Stipulation by any other 35. 12

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.

Stipulation Jointly Drafted. This Stipulation shall not be construed more strictly against 34. 7

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.

Choice of Law. The construction, interpretation, operation, effect and validity of this 33. 3

2 of, the successors and assigns of the Parties hereto.

Successors and Assigns. This Stipulation shall be binding upon, and inure to the benefit 32. 1

20


25 874646.1

__..,---- .>

ByC -· JEFF E. SCOTT_,_

Attorneys for Defendant T entieth Century Fox Film Corporatioy (__ _

GREENBERG TRAURJG, LLP

CONCOURSE PRODUCTIONS, INC.,

ROBERT B. COHEN EXECUTIVE VICE PREstDENl'

Its: L_Eo_A_L_AF_FA_tR_a _

6

7 Dated: September 2-h, 2017

8

9

10

11

12

13 Dated: September _, 2017

14

15

16

17

18 APPROVED AS TO FORM

19

20 DATED: September2-b 2017

21

22

23 24

25

26 27

28

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.

2 Intent of Parties. The Parties hereto: (a) acknowledge that it is their intent to 39.

1 on the particular circumstances of each individual Class Member.


25 874646.J

25

26 27

28

Attorneys for Defendant Twentieth Century Fox Film Corporation

JEFF E. SCOTT By:

GREENBERG TRAURIG, LLP

TWENTIETH CENTURY FOX FILM CORPORATION 7 Dated: September _, 2017

8

9

10

11

12

13 Dated: September ·ZJ;, 2017

14

15

16

17

18 APPROVED AS TO FORM

19

20 DATED: September _, 2017

21

22 23

24

6

5 good faith to accomplish the foregoing terms and conditions of the Stipulation.

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

Intent of Parties. The Parties hereto: (a) acknowledge that it is their intent to 39.

on the particular circumstances of each individual Class Member.

OURSE P ODUCTIONS, INC.,

2

LA 133202259v4

----- -------------------------------! STIPULATION AND AGREEMENT OF SETTLEMENT

874646_ I 26

Attorneys for Plaintiff and the Class

Raymond P. Boucher, State Bar No. 115364 [email protected] Shehnaz M. Bhujwala, State Bar No. 223484 [email protected] BOUCHERLLP 21600 Oxnard Street, Suite 600 Woodland Hills, CA 91367 Tel.: 818-340-5400; Fax: 818-340-5401

Neville L. Johnson, State Bar No. 66329 [email protected] Douglas L. Johnson, State Bar No. 209216 [email protected] JOHNSON & JOHNSON LLP 439 North Canon Drive, Suite 200 Beverly Hills, CA 90210 Tel: 310-975-1080; Fax: 310-975-1095

Paul R. Kiesel, State Bar No. 119854 [email protected] w Jeffrey A. Koncius, State Bar No. 189803 [email protected] w Nicole Ramirez, State Bar No. 279017 [email protected] w KIESEL LAW LLP 8646 Wilshire Boulevard Beverly Hills, CA 90211 Tel: 310-854-4444; Fax: 310-854-0812

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Daniel L. Warshaw, State Bar No. 185365 [email protected] Bobby Pouya, State Bar No. 245527 [email protected] PEARSON, SIMON & WARSHAW LLP 15165 Ventura Boulevard, Suite 400 Sherman Oaks, CA 91403 Tel: 818-788-8300; Fax: 818-788-8104

5

4 By~~ DANIE: llSHA w

PEARSON, SIMON & WARSHAW LLP ')

,, Dated: September_L£1, 2017 3

EXHIBIT 1

875050.1 QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - I -

• If you do not exclude yourself, you may write to the Court about why you do not like this Settlement. See Questions 19-20.

• 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 14-16.

• 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 www.FoxHomeVideoSettlement.com or call 1-844-611-5265.

• 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 www.FoxHomeVideoSettlement.com or call 1-844-611-5265.

OBJECT TO T.HIS SETTLEMENT (BY MARCH 2, 2018)

EXCLUDEYOVRSELF (BY MARCH 2, 2018)

'J>A~'f1c1p:1~f~,A'sA~., . UNMCOUPED dI.,ASS Miti\iBER .. (s~/1VIARCH2, io18)

• 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.

• 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 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).

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.

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

SUPERIOR COURT OF THE ST ATE OF CALIFORNIA

COUNTY OF LOS ANGELES, CENTRAL CIVIL WEST DIVISION

875050.1 QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - 2 -

• Ask to speak in Court about your opinion of this Settlement. See Questions 21-23.

Go TO THE HEARING

(ONAPRIL 9/2018AT11.:00 A'.M::) .. , .

875050.1 QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - 3 -

GETTING MORE INFORMATION 11 24. How do I get more information about the settlement? 11

THE COURT'S FAIRNESS HEARING 10 21. When and where will the Court decide whether to approve the settlement? 10 22. Do I have to come to the Fairness Hearing? I 0 23. May I speak at the Fairness Hearing? l 0

OBJECTING TO THE SETTLEMENT 9 19. How do I tell the Court that I do not like the settlement? 9 20. What's the difference between objecting and excluding yourself? l 0

HOW YOU GET A PAYMENT-PARTICIPATING IN THE SETTLEMENT 7 11. How can I get a payment? 7 12. When will I get my payment? 7 13. What am I giving up to get benefits and stay in the settlement? 8 14. How do I get out of the settlement? 8 15. If I do not exclude myself: can I sue the Defendants for the same thing later? 8 16. If I exclude myself, can I get a payment from the settlement? 8

THE LA WYERS IN THE CASE 9 17. Who Are the Lawyers in This Case 9 18. How Are Class Counsel being paid? Are the Class Representatives being paid? 9

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

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

3. Why is this lawsu it a class action? 4 4. Why is there a settlement? 4

BASIC INFORMATION 4 I. Why did 1 get this Notice? 4 2. What is this lawsuit about? 4

875050.I QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - 4 -

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 5. •.What.is the Class definition?

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 www.FoxHomeVideoSettlement.com. 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.

WHO IS IN THE 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.

,It V\lhy is there a settlement?

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).

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 2. What is this lawsuit about?

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 ! 1~'.VVhydid I get thlsNotlcev

BASIC INFORMATION

875050.1 QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxI-IomeVideoSettlement.com. - 5 -

You are not required to pay anyone to assist you in obtaining information about the settlement.

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.

/ .. 1 I· 7.··. I'm stiH,riotsure .if'I am included.

Continue You are not a Class Member



You are not a Class Member Continue

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?

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?

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?

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?

You may be a You may be an Did you receive Profit Participation payments under the Profit Participation Recouped Class Unrecouped Class Contract from Fox on or before December 31, 2016? Member. Continue. Member. Continue.

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.

I G. How dbJ'.1kn'9\.Yfif;{F~rli par(ofthis Settlement?" ...

*

*

* * 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.

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:

875050.1 QUESTIONS? CALL J-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com.

- 6 -

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, 2016.

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.

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.

I a. What does thisSett1emer1f.~·ro\liCl~J · .·

THE SETTLEMENT BENEFITS-WHAT YOU GET IF YOU QUALIFY

875050.l QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxI-lomeVideoSettlement.com.

- 7 -

The payments will be sent to eligible Class Members after the Court grants "final approval" of the settlement and after any appeals arc resolved.

l.12.Vv~en \\fill I get'rhy payment?

Unrecouped Class Members:

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 www.FoxHomeVideoSettlement.com, emailing [email protected] or calling 1-844-611-5265 TOLL-FREE. Claim forms may be submitted on line, via mail, or via email. 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.

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 www.FoxHomeVideoSettlement.com, emailing [email protected] or calling 1-844-611-5265 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.

:')I

HOW YOU GET A PAYMENT-PARTICIPATING IN THE SETTLEMENT

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.'How mU'chwill my:payme'nt be?'

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 5.3.3 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.

875050.l QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeYideoSettlement.com. - 8 -

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.

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, 2018.

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 19103

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.

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 www.FoxHomeVideoSettlement.com or by calling 1-844-611-5265.

I 13. Whatam I giving up toqetberiefltsand stay inthe settlement?

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 (www.FoxHomeVideoSettlement.com) before making travel plans.

If the Cou11 approves the settlement (see Questions 21--23), 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.

875050.I QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - 9 -

Fox Home Video Settlement Attention: Objection

180 I Market Street, Suite 660 Philadelphia, PA 19103

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:

OB .. IECTING TO THE SETTLEMENT

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.

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 one third 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.

Daniel L. Warshaw Jeffrey A. Koncius PEARSON, SIMON & WARSHAW, LLP KIESEL LA w LLP 15165 Ventura Boulevard, Suite 400 8648 Wilshire Boulevard Sherman Oaks, CA 91403 Beverly Hills, CA 90211

Neville L. Johnson Raymond P. Boucher JOHNSON & JOHNSON LLP BOUCHER LLP 439 North Canon Drive, Suite 200 21600 Oxnard St., Suite 600 Beverly Hills, CA 90210 Woodland Hills, CA 91367

If you want to contact Class Counsel about this settlement, they can be reached through the Settlement Administrator by calling 1-844-611-5265 or sending an email to [email protected].

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.

Class Counsel

17. Who Are the Lawyers in This Case

THE LAWYERS IN THE CASE

875050.1 QUESTIONS? CALL 1-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - l 0 -

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

j 23.'Mayl speak at the Fairness He'aring?•·

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.

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.

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 90005. 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 (www.FoxHomeVideoSettlement.com) 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).

,,· ... · -. I

THE COURT'S FAIRNESS HEARING

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.

20.}t/yhat's the difference between objecting and ex~luding;,~(ourself?

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.

875050.1 QUESTIONS? CALL l-844-611-5265 TOLL-FREE, OR VISIT www.FoxHomeVideoSettlement.com. - 11 -

SUPERIOR COURT FOR THE STATE OF CALIFORNIA

BY ORDER OF THE COURT DATED: , 2017 ------

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.

• 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 90005

• www.FoxHomeVideoSettlement.com, where you will find answers to common questions about the settlement, a Claim Form, plus other information to help you.

• Send your questions by mail to: Fox Home Video Settlement, 1801 Market St., Ste 660, Philadelphia, PA 19103

• Email the Settlement Administrator at [email protected]

Call the Settlement Administrator toll-free at 1-844-611-5765 to ask questions and receive copies of documents.

This Notice summarizes the proposed settlement. For the precise terms and conditions of the settlement, please see the settlement agreement, available at www.FoxHome VideoSettlernent.corn.

24.HoW dol get more tnforrnaflonabout.the settlement?" t

GETTING MORE INFORMATION

appearance of counsel with the Clerk of the Court no later than March 2, 2018. See Question 19 for the addresses of the Settlement Administrator. You cannot speak at the Fairness Hearing if you excluded yourself.

EXHIBIT 2

875051.l

• 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.

:> .::: .. -.>- '. .. ·:,~:-_·: ' ,'·:,-: '

Exq,;ui)EY()URSkLF .. (BY MARCH 2, iOl8)

• 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 www.FoxllomeVideoSettlement.com or call 1-844-611-5265.

PARTICIPATE As AN ·UNRECOUPED CLASS MEMBER (nvMXrrt112; 2018)

• 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 www.FoxHomeVideoSettlement.com or calling 1-844-611-5265. 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.

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.

What Are My Rights and Options'!

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 Does the Settlement Provide'!

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 www.FoxHomeVideoSettlement.com, email [email protected], or call 1-844-611-5265.

Am I a Class Member?

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.

What is This Settlement About'!

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

NOTICE OF PROPOSED CLASS ACTION SETTLEMENT

Legal Notice Legal Notice

2 875051.1

This notice summarizes the proposed settlement. You can view the complete Settlement Agreement, Long Form Notice and certain court documents at www.FoxHomeVideoSettlement.com; or email [email protected] or call 1-844-611-5265 to obtain more information. Those documents govern in the event of any confusion between them and this notice.

How Can I Obtain More Information?

• You may ask to speak in Court about your opinion of this Settlement at the Fairness Hearing. The Fairness Hearing is currently scheduled for 11 :00 a.m., on April 9, 2018 at the California Superior Court, 600 South Commonwealth Ave., Los Angeles, CA, 90005.

•OB.lECT TO THIS SETTLEMENT (BY MARCH i,'201$).

• If you do not exclude yourself, you may write to the Court about why you do not like this Settlement

~'.~O,,T9 Tflf iitAliIN~ .. .,. . . , (()N APRIL'9;'2018 ATll!OO: A.~f:) < i: .:;f ,/,) . .

EXHIBIT 3

Print Name: -------------------------

Dated: _ Signature:-------------------------

The information I have included on this Claim Form is correct to the best of rny knowledge.

I I I I I I I I I I I I I I I I I I I I I I I I I I I

I I I I I I I I I I I I I I I I I I I I I I I I I I I Your Relationship to Profit Participant (e.g. child, spouse, heir, successor, transferee, beneficiary etc.)

Profit Participant's Role (e.g. actor, writer, producer, director, etc.) I I I I I I I I I I I I I I I I I I I I I I I I I I I Name of Original Profit Participant (i.e. the person or company who entered into the profit participation agreement)

I I I I I I I I I I I I I I I I I I I I I I I I I I I Name of Twentieth Century Fox Motion Picture(s)

Area Code Telephone Number (Work)

I I I 1-1 I I l-1~1---.--1 ~I I Area Code Telephone Number (Home)

I I I 1-1 I I I - ,-----,-I I ---.--I --,---;I I

I I I I I I I I I I I I I I I I I I I I I I I I I I I

Foreign Province Foreign Postal Code Foreign Country Name/Abbreviation

I I I I I I I I I I I I I I I I I I I I I I I I I I I Email Address

I I I I I I I I I I I I I I I I I I I I I I I I Zip Code City

I I I I I I I I I I I I I I I I I I I I I I I I I I I State

[]]

Continuation of Primary Address I I I I I I I I I I I I I I I I I I I I I I I I I I I Company Primary Address

I 11IIIII111 ID I I I I I 111 I I I I I Last Name M.I. First Name

Please complete the requested information below and mail to the below address postmarked no later than March 2, 2018. You are either:(!) an Unrecouped Class Member; or (2) a Recouped Class Member who did not receive notice by rnail. Claim Forms can be emailed to [email protected] or mailed to:

Fox Horne Video Settlement 1801 Market Street

Suite 660 Philadelphia, PA 19103

Please read the Notice and Settlement Agreement available at www.FoxHomeVideoSettlement.com for information about this Settlement.

Your Information

Must Be Postmarked No Later Than March 2, 2018

CLAIM FORM

Stanley Donen Films, Inc. v. Twentieth Century Fox Film Corporation Superior Court of the State of California County of Los Angeles

Case No. BC499181

of class settlement 20 - worldsecuresystems.com · rpp spbbedl amended order granting preliminary...

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