NINTH XMAS PROJECT LLC

c/o Garrett Legal

468 N. Camden Drive 2nd Floor
Beverly Hills, CA 90210

FREELANCE CREW DEAL MEMO

PRODUCTION COMPANY: NINTH XMAS PROJECT LLC

FILM TITLE: CHRISTMAS UNCORKED

START DATE: POSITION: Editor

FREELANCE CONTRACTOR NAME: Kyle Moore

ADDRESS: 1860 Cerros Colorados Santa Fe, NM 87501

PHONE: Cell: (630) 200-6450 Email: kylemoore31@gmail.com

SOCIAL SECURITY/FED I.D. NUMBER: 345-78-6906

(Items below to be completed by production company only)

COMPENSATION: $9,000 all in for AE and Editor services. This includes all services needed for turn-over.

SCREEN CREDIT: _________________________________________________________________________

Main titles//Edited By or Editor//Kyle Moore

OTHER TERMS: ___________________________________________________________________________

Payment will be made in 2 installments. $4,500 upon execution of the agreement and $4,500 upon
acceptance of final turn-over.

TERMS AND CONDITIONS OF ENGAGEMENT

This Deal Memo shall confirm the agreement between the above-named freelance contractor (“Contractor”) and NINTH
XMAS PROJECT LLC (“Production Company”), in connection with the Film presently entitled “CHRISTMAS UNCORKED”
(“Film”). For good and valuable consideration, the receipt of which is hereby acknowledged, Production Company and
Contractor agree as follows:

SERVICES: Contractor shall render services hereunder from the Start Date, which are usual and customary of the services
required of a person engaged in this capacity in the film industry, and shall render such services exclusively to Production
Company thereafter through the completion of Contractor’s services as determined by Production Company.
Contractor’s services in the position stated above shall be rendered to the best of Contractor’s ability and as Production
Company directs in its sole discretion, including, without limitation, all matters of taste and judgment.

COVID: Contractor shall abide by all policies and procedures related to COVID-19 on the Film.

RENTALS: Contractor’s kit rental and equipment is the sole responsibility of Contractor. Production Company assumes no
responsibility for Contractor’s kit/equipment. Any rentals from Contractor must be approved by Company and must be
documented at the time of hire with a rental agreement.

PAYMENT: If an hourly or daily rate is indicated above, services are for a minimum period of one (1) day. If a weekly rate
is indicated above, services are for a minimum period of one (1) week. There is no other guarantee of the period of
services. Weekly rates may be prorated to daily rates on partial weeks worked. Production services fees shall be paid to
Contractor within 30 days after Production Company’s receipt of Contractor’s invoice. Invoices are required for all
payments. Pay date may be delayed by reason of an intervening federal or state holiday. Paid work on a day off or a
holiday must be approved in advance and in writing by Production Company and will be paid at the normal rate provided
for by this Deal Memo.
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IMMIGRATION REFORM AND CONTROL ACT OF 1986 (IRCA): The engagement of services hereunder is subject to
Contractor providing the requisite documents required by IRCA and completing and signing the required Form I-9
pursuant to IRCA Section 274a.2. Contractor shall comply with the immigration verification employment eligibility
provisions required by law.

CAR INSURANCE: Contractor shall be covered under a valid Worker’s Compensation policy during the period Contractor
renders services pursuant hereto. Contractor is responsible for liability and collision insurance and deductibles on her/his
personal vehicle used in conjunction with their engagement.

ALCOHOL/DRUGS: Use of alcohol or drugs during hours of engagement will result in Contractor's immediate termination.

PURCHASES: All purchases, rentals and other expenses incurred by Contractor must be approved in advance by
Production Company’s Producer or Production Manager. A purchase order or check request is needed for all rentals or
non-cash purchases. All purchase orders or check requests must be approved by the Producer or Production Manager.

PETTY CASH: If Contractor is given a petty cash float, Contractor is responsible for returning receipts, remaining cash, or a
combination thereof upon completion of the job. Contractor authorizes Production Company to deduct from Contractor’s
final check any outstanding balance in Contractor’s petty cash advance fund and any costs of repair or replacement of any
equipment assigned to Contractor accrued as a result of Contractor’s negligence.

PRODUCTION COMPANY EQUIPMENT: If Contractor is assigned a walkie-talkie, cell phone, or any other equipment,
Contractor shall be responsible for returning same to Production Company in good working order.

SCREEN CREDIT: Unless otherwise specified in this Deal Memo, screen credit is at Production Company's discretion, and is
subject to Contractor's performance of all services required through completion of the term. No casual or inadvertent
failure by Production Company, nor any third party, to accord such credit shall be deemed a breach of this Agreement.

TERM: Unless expressly provided elsewhere in this agreement, Contractor's engagement hereunder shall not be for a "run
of the show" or for any guaranteed period of time. Production Company reserves the right to discharge Contractor at any
time, subject only to the obligation to pay the balance of any guaranteed compensation due provided that Contractor is
not in material breach of its obligations hereunder. Production Company will attempt to notify Contractor a minimum of
twenty-four (24) hours in advance of layoff. Use of alcohol or drugs during hours of engagement will result in Contractor's
immediate termination. This agreement is subject to immediate suspension and/or termination (at Production's election)
without further obligation on the part of Production Company in the event of any incapacity or default of Contractor or in
the case of any suspension, postponement or interference with the Film’s production by reason of labor controversy,
strike, earthquake, act of God, governmental action, regulation, or decree or for any other customary force majeure
reason. The expiration or termination of this Deal Memo shall not affect the ownership by Company of the rights granted
herein.

NO WAIVER: The terms and conditions of this Deal Memo are binding for Production Company and Contractor and shall
not be waived or altered by any method. Any added conditions on the front of this Deal Memo inconsistent with these
conditions of production services shall be null and void.

WORK FOR HIRE: Production Company shall be the owner of all of the results and proceeds of Contractor's services,
including any copyright, trademark and any other intellectual property rights in any work or property created by
Contractor, or anyone under Contractor's direction. Contractor acknowledges that Contractor's work is a "work made for
hire" within the scope of Contractor's work, and therefore Production Company shall be the author and copyright owner
of any work created under this agreement. In the event that any of proceeds of Contractor's work are not considered a
work for hire, then Contractor's copyright to such work is hereby assigned to Production Company. Contractor expressly
waives any rights of droit moral that may be afforded Contractor under the laws of any country in connection with the
Film. If Contractor shall hereafter be deemed to own any rights in or to the Contractor, Contractor hereby assigns such
rights to Company and further agrees to execute any documents required by Production Company to effectuate such
intent. For good and valuable consideration, Contractor hereby irrevocably assigns and grants to Production Company,
throughout the world, in perpetuity, any and all rights of Contractor to authorize, prohibit, and/or control the renting,
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lending, fixation, reproduction, and/or other exploitation of the Project by any media and in any manner, now known or
hereafter devised, as may be conferred upon Contractor under any applicable laws, regulations or directives (including,
without limitation, any so-called “Rental and Lending Rights” pursuant to any European Economic Community (“EEC”)
directives and/or enabling, implementing, or analogous legislation, laws, or regulations enacted by any member nation(s)
of the EEC). Five percent (5%) of the compensation payable pursuant to this agreement shall be deemed adequate
remuneration for the transfer of the Rental and Lending Rights. All such rights as set forth in this paragraph are freely
assignable and shall be for the benefit of Production company, its successors, licensees, and assigns.

INDEPENDENT CONTRACTOR: This Agreement does not constitute a hiring by either party. It is the parties’ intention that
Contractor shall have an independent contractor status and not be an employee for any purposes. Contractor shall have
no claim against Production Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social
security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of
any kind. This agreement shall not be considered or construed to be a partnership or joint venture, franchise, agency,
employer/employee, or similar relationship between each other and Production Company shall not be liable for any
obligations incurred by Contractor. Production Company has entered into this Agreement in reliance on information
provided by Contractor including Contractor’s express representation that Contractor is an independent contractor and is
in compliance with all applicable laws related to work as an independent contractor. Nothing in this agreement shall
create any obligation between either party and a third party. Contractor shall not have the authority to bind Production
Company in any contract, subject to this agreement, nor in any way incur any obligations of any kind on behalf of
Production Company, and Contractor shall not represent to any person or entity that Contractor has any such authority
from Production Company and shall take no action which would lead any person or entity to believe Contractor has any
such authority from Production Company.

AVAILABILITY: Contractor will advise Production Company of Contractor's whereabouts so that Contractor may be
reached at any reasonable hour of the night or day during the term of this Deal Memo.

PUBLICITY: Company shall have the right to use Contractor's name, voice, picture and likeness in connection with the
Film, the advertising and publicizing thereof, and any promotional films or clips respecting the Film without additional
compensation therefor. Contractor shall not directly or indirectly circulate, publish or otherwise disseminate any news
story, article, book, blog or other publicity concerning the Film, the Contractor's or others' services, without Production
Company's prior written consent. Contractor shall not take photographic, video, or audio recordings on or around set
(except such authorized recordings which are part of Contractor’s regular duties), nor publish or participate in any
publicity in connection with the Film, including without limitation, press interviews, television and radio interviews,
internet websites, blogs and social media postings, without the prior written approval of Production Company.
Contractor shall not use any photographic, video, or audio recordings of the Film for any commercial or personal use,
including without limitation on a personal website or part of a personal highlight reel, without the prior written approval
of Production Company. Any such activity, when authorized by Production Company, shall be non-derogatory in nature.
Admittance of any non-contracted guests to the set is at the sole discretion of the Production Company. YOU
UNDERSTAND AND AGREE THAT THERE SHALL BE NO POSTING OF ANY CONTENT OF ANY KIND ON ANY SOCIAL MEDIA
PLATFORM CONCERNING THE FILM.

ARBITRATION: This agreement shall be interpreted in accordance with the laws of the State of California, applicable to
agreements executed and to be wholly performed therein. Any controversy or claim arising out of or in relation to this
agreement or the validity, construction or performance of this agreement, or the breach thereof, shall be resolved by
arbitration in accordance with the rules and procedures of AFMA, as said rules may be amended from time to time with
rights of discovery if requested by the arbitrator. Such rules and procedures are incorporated and made a part of this
agreement by reference. If AFMA shall refuse to accept jurisdiction of such dispute, then the parties agree to arbitrate
such matter before and in accordance with the rules of the American Arbitration Association under its jurisdiction in
California before a single arbitrator familiar with entertainment law. The parties shall have the right to engage in pre-
hearing discovery in connection with such arbitration proceedings. The parties agree hereto that they will abide by and
perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may
issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding
shall be entitled to recover its reasonable attorneys' fees and expenses. The arbitration will be held in California and any
award shall be final, binding and non-appealable. The parties agree to accept service of process in accordance with the
AFMA Rules.
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LIMITATION OF LIABILITY: Contractor acknowledges and agrees that Contractor’s sole remedy for any breach of this
Agreement by Production Company shall be the recovery of damages in an action at law, and under no circumstance shall
Contractor be entitled to terminate, revoke, or rescind this Agreement, or to obtain any injunctive or other equitable
relief in connection with this Agreement. Without in any manner limiting the foregoing, Contractor, and Contractor’s
successors and assigns, shall not under any circumstance enjoin or restrain the development, financing, production,
distribution, exhibition, promotion, marketing, or other exploitation of any content, property, or work of Production
Company or any of its affiliates, assignees or licensees in any medium now known or hereafter devised, including, without
limitation, any audiovisual work produced hereunder or in connection herewith, or the exercise of any allied, ancillary, or
related right therein, and Contractor irrevocably relinquishes, waives, releases, and disclaims any right, at any time, to any
such injunctive or other equitable relief. Except as otherwise provided by this Agreement, Production Company reserves
all legal and equitable remedies consistent with California or United States law, as applicable.

ENTIRE AGREEMENT: This Deal Memo sets forth the entire understanding of the parties regarding the subject matter and
may not be amended except by a written instrument signed by the parties. Any added conditions on the front of this Deal
Memo inconsistent with the conditions of engagement detailed in the body of this agreement shall be null and void. All
terms hereof and any additional terms agreed to by the parties in a writing signed by both of the parties hereto (if any)
shall be subject to industry standards and customs, negotiated in good faith, within Production Company’s parameters.

NO OBLIGATION TO PRODUCE: Production Company will not be obligated to produce or release the Film, or to use the
results of Contractor’s services.

ASSIGNMENT: Production Company shall have the right to transfer or assign its rights and obligations pursuant to this
Deal Memo to any other person, firm, or corporation, and upon such assignment shall be relieved of its obligation to
Contractor.

HOLD HARMLESS: Contractor shall indemnify and hold Production Company harmless from and against any and all loss,
claim, liability, judgment, cost or expense suffered by Production Company for any breach or default of this Deal Memo
by Contractor.

CONTRACTOR ACCEPTS ALL CONDITIONS OF PRODUCTION SERVICES WORK AS DESCRIBED ABOVE

AGREED TO AND ACCEPTED:

Date: 6/14/24
CONTRACTOR

Date:
PRODUCTION COMPANY