First Amendment to Operating Agreement of Justin Souriau-Levine Studios LLC

Exhibit 10.5

JUSTIN SOURIAU-LEVINE STUDIOS LLC

FIRST AMENDMENT

TO

OPERATING AGREEMENT

This First Amendment ("Amendment") to the Operating Agreement of JUSTIN SOURIAU-LEVINE STUDIOS LLC, a New York limited liability company (the "Company"), is effective as of November 25, 2024.

WHEREAS, the undersigned members (the "Members") and Manager are parties to an Operating Agreement, dated as of March 21, 2024 (the "Existing Operating Agreement"), which governs the operations of the Company;

WHEREAS, Section 11.2 of the Existing Operating Agreement permits the Existing Operating Agreement to be amended by an instrument in writing executed by all of the Members and the Manager; and

WHEREAS, the Company desire to add an additional investor, Mikhail Muyingo, and the Members and the Manager desire to approve such additional investor as a new Member and adjust the distribution provisions of the Existing Operating Agreement, and the Percentage Interests of the Members, to account for such additional investor;

WHEREAS, the Members and Manager desire to amend the Existing Operating Agreement (the Existing Operating Agreement, as amended by this Amendment, the "Operating Agreement") to give effect to the foregoing.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Additional Investor. The Company, including its Members and Manager, consent to (i) raising $50,000 as a Capital Contribution from Mikhail Muyingo and (ii) admitting Mikhail Muyingo as a Member. The Members hereby authorize the Manager to enter into such subscription agreements, joinder agreements and other documents or deliverables, and to do and perform all such further actions of any nature whatsoever, as he shall, in his discretion, determine to be necessary, advisable or appropriate to consummate the foregoing.

2. Amendments to the Existing Operating Agreement.

(a)Section 3.4(a) of the Existing Operating Agreement is hereby amended and restated to read as follows:

" (a)       The Company will have the right to make distributions of cash and property to the Members in the following order: first, 100% to Dutchess Management LLC and the members of the Levine-Dumont Consortium, pro rata in proportion to their respective Percentage Interests, until both Dutchess Management LLC and Levine-Dumont Consortium each receive such aggregate cash distributions during the current and preceding Fiscal Years of the Company in an amount equal to their aggregate Capital Contributions; second, to Justin Souriau-Levine, Mikhail Muyingo, Christopher Kondoleon, Magali Souriau, Robert A. Levine, and Emily Hobbs, pro rata in proportion to their respective Percentage Interests, until Justin Souriau-Levine, Mikhail Muyingo, Christopher Kondoleon, Magali Souriau, Robert A. Levine, and Emily Hobbs receive such aggregate cash distributions during the current and preceding Fiscal Years of the Company in an amount equal to their aggregate Capital Contributions; and thereafter, for the remaining cash or property, pro rata in proportion to the respective Percentage Interest held by each Member, pursuant to Exhibit A. The timing and amount of distributions is outlined below in accordance with the New York Limited Liability Company Law:

(b)Exhibit A of the Existing Operating Agreement is hereby replaced with Exhibit A attached hereto.

3. LLC References. On and after the date hereof, each reference in the Existing Operating Agreement to "this Agreement," "this Operating Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Operating Agreement, as defined in this Amendment. In the event of any conflicts or inconsistencies between the Existing Operating Agreement and the Operating Agreement (as modified by this Amendment), the latter shall govern and control in each instance. In all other respects, the Operating Agreement, as modified hereby, is hereby ratified and confirmed, and shall remain in full force and effect.

4. Counterparts. This Amendment may be executed in multiple counterparts. A facsimile, PDF, or other electronic version of a signature shall have the same legal effect as an originally drawn signature.

5. Governing Law. This Amendment, and rights of the parties hereunder shall be interpreted in accordance with the laws of the State of New York, and all rights and remedies shall be governed by such laws without regards to principles of conflicts of laws.

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EXHIBIT A
MEMBERS

The Members of the Company and their respective addresses and Capital Contributions, are set forth below. The Members agree to keep this Exhibit A current and updated in accordance with the terms of this Agreement, including, but not limited to, Sections 2.1, 2.3, 2.4, 7.1, 7.2, and 11.1.