TRADEMARKASSIGNMENT AND SETTLEMENT agreement

TRADEMARK ASSIGNMENT AND SETTLEMENT agreement

This Trademark Assignment and Settlement Agreement (the “Agreement”) is entered into by and between STUDIOCANAL, a Société anonyme of France, having an address at 1 Place du Spectacle, F-92130, Issy Les Moulineaux, France, and CAROLCO PICTURES, Inc., a Florida corporation, having an address at 5550 Glades Road, Suite 500, Boca Raton, Florida 33431, USA (“CPI”), (each a “Party” and collectively the “Parties”).

whereas, CPI is the record holder of U.S. Reg. No. 4819063 for the mark CAROLCO covering “[p]roduction and distribution of television shows and movies” in International Class 41 (“CAROLCO Registration”);

whereas, STUDIOCANAL previously owned U.S. trademark registrations for the CAROLCO mark, both in standard characters and in stylized format, and whereas STUDIOCANAL has since the 1990s used, and continues still today to use, the CAROLCO mark in U.S. commerce;

WHEREAS, a dispute has arisen between STUDIOCANAL and CPI in relation to the CAROLCO registration based on CPI’s application for and grant of U.S. Trademark Registration No. 4819063 for the CAROLCO word mark by BRICK TOP PRODUCTIONS INC. (“BRICK TOP”);

WHEREAS CPI proposed to sell the CAROLCO Registration to STUDIOCANAL; and

WHEREAS, STUDIOCANAL and CPI desire to settle this dispute under the terms specified below.

NOW THEREFORE, the Parties agree as follows:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed.

Exhibit A

Trademark Assignment Recordal Form

ASSIGNMENT OF TRADEMARKS

The undersigned, Carolco Pictures, Inc., a Florida corporation, having an address at 5550 Glades Road, Suite 500, Boca Raton, Florida 33431, USA (“Assignor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, received from StudioCanal, a Société anonyme of France, having an address at 1 Place du Spectacle, F-92130, Issy Les Moulineaux, France (“Assignee”), on this 19^th day of July 2017, does hereby assign, transfer, deliver and set over to Assignee and Assignee’s successors and assigns forever, and Assignee hereby acquires from Assignor, all of Assignor’s right, title and interest in and to:

the U.S. trademarks, service marks, trade names, logos, insignias, designs and other proprietary interests therein, including, without limitation, all registrations and applications for registration therefor listed below, together with the whole of the good will of the business associated therewith, (the “Trademarks”).

Registration No. 4819063 for CAROLCO

Said Trademarks to be held and enjoyed by Assignee, for its own use and enjoyment, and for the use and enjoyment of its successors and assigns forever, at common law and/or to the end of the term or terms for which registration of the said Trademarks may be granted, or renewed, as fully and entirely as the same would have been held and enjoyed by Assignor had the assignment set forth herein not been made; together with all causes of action and the proceeds thereof in favor of Assignor heretofore accrued or hereafter accruing by reason of past infringement, dilution, misappropriation or other violation of the Trademarks, with the right to sue and collect damages for its own use and benefit, and for the use and on behalf of its successors or assigns.

From and after the date hereof, Assignor shall, upon request and at the expense of Assignee, but without further consideration, do, execute, acknowledge, deliver and file, or shall cause to be done, executed, acknowledged, delivered and filed, all such further acts, deeds, transfers, conveyances, assignments or assurances as may be reasonably requested by Assignee to transfer, convey and assign to Assignee possession and use of the Trademarks to comply with all applicable legal requirements to effect such transfers, conveyances and assignments.