AGREEMENT FORTECHNICAL PRODUCTION SERVICES

TRACKDOWN PRODUCTIONS, INC. – “THE QUEEN LATIFAH SHOW”

THIS AGREEMENT FOR TECHNICAL PRODUCTION SERVICES (this “Agreement”) is made this 8th day of March, 2013, to be effective as of the 9th day of September, 2013 (the “Effective Date”), by and between SVP, Inc., a Nevada corporation, doing business as Sweetwater Digital Productions (“Sweetwater”), and Trackdown Productions, Inc. (“Client”). Sweetwater and Client are sometimes referred to collectively as the “Parties” and, individually, as a “Party.,”

RECITALS:

[A.] Client desires to engage Sweetwater and Sweetwater desires to provide Client with certain Technical Production Services for “Tthe Queen Latifah Show” beginning as of the Effective Date of this Agreement and continuing thereafter for one (1) Programming Season.

A.[B.] Sweetwater has agreed to provide the Technical Production Services, and Client has agreed to accept and pay for the Technical Production Services, for a minimum one (1) Programming Season beginning on September 9, 2013 and ending on or around June 19, 2014.

B.[C.] All Technical Production Services will be performed at the Studio.

C.[D.] Client and Sweetwater agree to the following terms and conditions pursuant to which the Technical Production Services will be provided.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with the desire to be legally bound, Client and Sweetwater hereby agree as follows:

1. DEFINITIONS

1.1. “Dark Day” / ”Dark Week” means the respective period of time during which Technical Production Services are not required to produce/shoot the Show.

1.2. “Production Day” means any calendar day during which Technical Production Services are provided to the Client.

1.3. “Production Facilities” means the video equipment, described in Exhibit A, attached hereto and made a part hereof, and elsewhere in this Agreement.

1.4. “Programming Season” means a minimum of thirty (30) Production Weeks during the nine-month period beginning September 9 and ending June 19 of the next following calendar year.

1.5. “Site” means the portion of the Studio on which the Sweetwater System has been installed. The Site shall include any areas adjacent to the location on which the System is

PHDATA 3380953_3Draft: 5/6/23 9:41 AM

actually installed made available by Client to Sweetwater to store materials and perform the Technical Production Services.

[1.6.] “Show” means content produced for and in connection with “The Queen Latifah Show.”.

1.6.[1.7.] “Studio” means Sony Pictures, Stage 24, 10202 West Washington Blvd., Culver City, California 90232.

1.7.[1.8.] “System” means the collective arrangement of Production Facilities installed by Sweetwater at the Site.

1.8.[1.9.] “Technical Production Services” means the engineering services, technical services and Production Facilities, all as more particularly set forth herein, provided by Sweetwater in connection with Client’s production, taping and/or broadcasting of the Show all in accordance with, and subject to, the provisions of this Agreement.

2. SERVICES

2.1. Technical Production Services .

(a) All equipment specifications with the respect to the Production Facilities must be agreed upon by both the Client and Sweetwater at least eight (8) weeks prior to the first rehearsal date.

(b) Throughout the Term, Sweetwater shall ensure that the Production Facilities are and remain in good working order and are appropriately repaired, maintained and replaced. Technical Production Services shall consist of the timely operation of the Production Facilities necessary to produce and record each Show for live and/or recorded telecasting from commencement through conclusion thereof; assistance to Client where required for compilation of the finished production feed for satellite uplink and taping clean feeds of the production on designated media and all other technical aspects of production of each Show necessary to generate a broadcast network quality telecast.

[(c)] Client shall have final editorial and creative control over the broadcasts and programming of its Shows. Sweetwater agrees to provide the Technical Production Services in accordance with the instructions, specifications and schedules of Client and its designated producers and technical supervisors. Time shall be of the essence with respect to Sweetwater’s performance of its obligations hereunder.

2.2. Engineers . Sweetwater will provide one qualified Engineer-in-Charge and one qualified Sweetwater Technician who shall have experience and capability to perform the obligations of Sweetwater hereunder to at all times during production which it is assigned.

2.3. Operation of Production Facilities . None of the Production Facilities may be operated unless a Sweetwater Engineer-in-Charge or Maintenance Engineer is on duty.

3. TERM OF THE AGREEMENT

2PHDATA 3380953_3Draft 5/6/23 9:41 AM

3.1. Term . Sweetwater shall commence with the Technical Production Services as of the Effective Date, and continuing thereafter for one (1) Programming Season until June 19, 2014, unless this Agreement is earlier terminated in accordance with the terms hereof (the “Term”).

3.2. Optional Extension . If the Show continues after the Term, Client shall have the option of extending the expiration of the Term through the 2014/2015 Programming Season (the “Extension Option”) provided Client shall exercise the Extension Option by giving Sweetwater written notice thereof no later than June 1, 2014. If the Extension Option is exercised, the terms of this Agreement, including the pricing for the prior Programming Season will be applicable during the extension period.

3.3. Termination . Client or Sweetwater may terminate this Agreement upon written notice to the other for any Default Event or upon the occurrence of a Termination Event, pursuant to Section 3.3(c).

(a) “Default Event” means: (i) with respect to Sweetwater, Sweetwater’s material failure or material deficiency in its performance hereunder for reasons other than Force Majeure to provide the Technical Production Services in accordance with this Agreement that occurs, with respect to the Technical Production Service more than three (3) times in any twelve (12) month period (provided, that, Client shall promptly notify Sweetwater in writing of each act, event or circumstance which Client considers to have been a failure or deficiency in Sweetwater’s performance hereunder) or any other material breach of its representations, warranties, covenants or obligations hereunder, and (ii) with respect to Client, Client’s failure to pay any undisputed amount due and payable to Sweetwater hereunder within thirty (30) days of when due or any other material uncured breach of its representations, warranties, covenants or obligations hereunder.

(b) “Termination Event” means the occurrence of any of the following events: (i) a Default Event; or (ii) Sweetwater or Client: (A) files or has filed against it a petition in bankruptcy (and the filing against it is not dismissed within sixty (60) days of being filed), (B) is adjudicated bankrupt, (C) makes a general assignment for the benefit of creditors, (D) applies for, or consents to the appointment of, a receiver, (E) institutes dissolution or liquidation proceedings or (F) otherwise ceases to conduct operations in the normal course of its business.

(c) Occurrence of a Termination Event . Upon the occurrence of a Termination Event, the non-breaching Party (the “Claimant”) will provide written notice of the Termination Event (the “Termination Event Notice”) to the other Party (the “Responding Party”), which written notice shall describe in reasonable detail the Termination Event. Within fifteen (15) days of the date of the Termination Event Notice, representatives of the management of each of the Claimant and the Responding Party shall meet in person or by telephone in an effort to resolve the Termination Event. In the event that the parties are unable to resolve the Termination Event to the reasonable satisfaction of the Claimant within 30 days following the date of the Termination Event Notice, the Claimant may terminate this Agreement fifteen (15) days from the date of written notice (the “Termination Notice”) if the Termination Event is not cured by the Responding Party within such fifteen (15) days; provided, however, if the Termination Event arises from an event specified in Section 3.3(b)(ii), no notice period or cure period shall apply.

3PHDATA 3380953_3Draft 5/6/23 9:41 AM

3.4. Effect of Termination . In the event of any termination or expiration of this Agreement:

(a) Client will promptly compensate Sweetwater for all amounts due and owing to Sweetwater hereunder; which amounts shall only be the fees payable to Sweetwater for Technical Production Services and Production Facilities actually rendered and provided as of the effective termination date.

(b) Each Party will promptly, but no later than thirty (30) days thereafter, return to the other Party any and all equipment, documentation, supplies or other materials of the other Party within its possession or control; and

[(c)] Sweetwater shall remove all Production Facilities from the Site within ten (10) days following the Termination termination of this Agreement or the expiration of the Term and restore the locations where the Production Facilities were installed in broom swept condition.

3.5. Survival . Notwithstanding any other provisions of this Agreement, the provisions of this Section 3 (Term and Termination), Section 4 (Compensation and Expenses), Section 5 (Representations and Warranties), Section 7 (Indemnity and Limitation of Liability) and Section 9 (General Provisions) shall survive the expiration of the Term or any termination of this Agreement under this Section 3 or otherwise.

4. COMPENSATION AND EXPENSES.

4.1. Service Fee and Payment :

(a) Service Fee .

i. First Programming Season . Client will pay Sweetwater a minimum fee (the “Service Fee”) equal to $800,280.00 for the first Programming Season during the Term that the Technical Production Services are reserved by, or otherwise provided to, Client hereunder, regardless of the nature or extent of use or nonuse of the Technical Production Services by Client. If Client requires Technical Production Services for more than thirty (30) Production Weeks during the first Programming Season, Client will pay Sweetwater an additional Service Fee of $26,676.00 per additional Production Week.

(b) Invoicing . During the Term, Sweetwater shall invoice Client on a monthly basis, for the Service Fee per Production Week during the first Programming Season; and the extended Programming Season if the Extension Option is elected. Client will pay to Sweetwater the amounts invoiced within thirty (30) days from invoice date. If Client does not utilize the Technical Production Services for a minimum of 30 Production Weeks during a Programming Season, Sweetwater will invoice Client for the balance due against the minimum Service Fee, which balance shall be due on or before the thirtieth (30th) day following the last day of the current Programming Season.

4PHDATA 3380953_3Draft 5/6/23 9:41 AM

4.2. Additional Fees and Reimbursable Expenses . In addition to the Service Fee and except as otherwise set forth herein, Client agrees to pay and/or reimburse Sweetwater for the following fees and expenses incurred in connection with the Technical Production Services:

(a) If the Client requests additional Production Facilities (whether included in Sweetwater’s inventory or purchased by Sweetwater specifically for the Client) for permanent addition to the Production Facilities detailed by this Agreement, the Service Fee will be increased by the same rate used in calculating the Service Fee set forth in Section 4.1.

(b) If Client requests additional Production Facilities (that Sweetwater rents from a vendor), for permanent addition to the Production Facilities detailed by this Agreement, Sweetwater agrees to rent the additional Production Facilities, provided that Client agrees to pay an increase in the Service Fee equal to the cost of such rental less one-half of the discount, if any, obtained by Sweetwater from the third-party vendor.

(c) All ordinary shipping and insurance charges incurred by Sweetwater will be reimbursed by the Client. The Client will reimburse Sweetwater an additional $100.00 for any same day rush orders accepted and timely delivered and performed by Sweetwater.

(d) All charges for additional Production Facilities must be agreed, in writing, between the Parties, before such Production Facilities will be made available, or before Sweetwater will be entitled to an increase in its Service Fee.

(e) Client shall reimburse Sweetwater at the following rates during the Term for any time worked by a Sweetwater Engineer-in-Charge beyond the base rate of 8 hour day. Rates to be charged after 8 and 12 hours shown below:

IATSE CLIENT PRODUCTION PAYROLL: $85/hr/per man/8 hour day1.5x times rate to 12 elapsed hours2x times rate after 12 hoursTravel days are 8 hours

NON IATSE CLIENT PRODUCTION PAYROLL: $102/hr/per man/8 hour day1.5x times rate to 12 elapsed hours2x times rate after 12 hoursTravel days are 8 hours

NEP SWEETWATER PAYROLL: $102/hr/per man/8 hour day1.5x times rate to 12 elapsed hours2x times rate after 12 hoursTravel days are 8 hoursAdditionally a 15% payroll fee applies to the total

LABOR: In addition, one (1) NEP Sweetwater Technician will be paid by the following method:

$70/hr/per man/8 hour day1.5x times rate to 12 elapsed hours2x times rate after 12 hoursTravel days are 8 hoursAdditionally a 15% payroll fee applies to the total

5PHDATA 3380953_3Draft 5/6/23 9:41 AM

[(f)] The rates set forth in paragraphs (f) and (g) (NOTE: There are no rates stated in paragraphs (f) and (g)—should it be paragraph (e)?) of this Section shall be increased at the beginning of each Programming Season during the Term by an amount equal to the greater of: (a) three percent (3%) or (b) the increase in the cost of living for all urban consumers (all cities) during the immediately preceding calendar year. Sweetwater to shall provide written notice to Client of the anticipated increase sixty (60) days in advance of the second programming season, if any.

Client shall bear the risk of loss to the Production Facilities due to theft, damage or loss, to the extent Sweetwater or its employees are not responsible therefor. Client will reimburse Sweetwater for any missing and damaged equipment hereunder, to the extent Sweetwater or its employees are not responsible therefor.

(f)[(g)] Client agrees to be solely responsible for arranging, obtaining and paying for batteries, tape stock, other expendable supplies and the transmission of the telecast of each Show.

(g)[(h)] During Dark Days/Dark Weeks, if Technical Production Services are rendered by Sweetwater to the Client, Sweetwater and Client agree to negotiate, in good faith, a reasonable fee for the use of such Technical Production Services.

4.3. Taxes . Except as otherwise set forth herein, all amounts due hereunder do not include any value added, use, sales, service, property or other taxes or contributions applicable to the provision, receipt and/or use of the Technical Production Services (other than taxes assessed with respect to Sweetwater’s income from the provision of such services), which taxes and contributions shall be the sole obligation and responsibility of Client to pay in addition to the any other amounts due and payable hereunder. If, under local law or applicable treaty, Client is required to withhold any tax on payments to be made to Sweetwater hereunder, then the amount of the payment otherwise due hereunder will be automatically increased to offset such tax in full, so that the amount actually remitted to Sweetwater, net of all such taxes, equals the amount invoiced or otherwise due. Client will promptly furnish Sweetwater with the official receipt of payment of these taxes to the appropriate taxing authority.

4.4. Location Costs . Client agrees to arrange and pay for all on-Site security in and around the Studio to protect Sweetwater personnel and the Production Facilities during the entire Term of this Agreement. Client will supply a sufficient number of parking permits at the Site for all Sweetwater employees required by client, at no cost to Sweetwater. Client will supply power (100 amp, 3 phase, 120 volt, Clean Tech Power) and be responsible for all Site location costs including, but not limited to, permits, power, security, transmission and lighting.

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1. By Client . Client hereby represents, warrants and covenants to Sweetwater that:

[(a)] It is duly organized, validly existing and in good standing under the laws of the State of _______________ California and has full corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement.

6PHDATA 3380953_3Draft 5/6/23 9:41 AM

(a)[(b)] This Agreement has been duly executed and delivered by Client and constitutes, and any other instruments to be executed and delivered pursuant hereto when duly executed and delivered by Client will constitute, legal, valid and binding obligations of Client enforceable against it in accordance with their respective terms.

(b)[(c)] It shall ensure that each of Client’s employees, contractors, agents, representatives and any person gaining access to the Production Facilities (other than the Sweetwater personnel) has been properly authorized by Client and/or Sweetwater to access the Production Facilities in such manner, possesses the proper skill, training and background necessary to make use of the Production Facilities for their intended purposes, and Client warrants that each such person will utilize the degree of skill and care required by current good and sound professional procedures and practices in accordance with industry standards.

(c)[(d)] It agrees to comply with all applicable laws in connection with its receipt of the Technical Production Services, its use of the Production Facilities and the performance of its other obligations under this Agreement, and has obtained any and all necessary licenses, authorities, permits or consents to make use of the Technical Production Services.

5.2. By Sweetwater . Sweetwater hereby represents, warrants and covenants to Client that:

(a) It is duly organized, validly existing and in good standing under the laws of the State of California and has full corporate power and authority and has taken all corporate action necessary to execute, deliver and perform its obligations under this Agreement.

(b) This Agreement has been duly executed and delivered by Sweetwater and constitutes, and any other instruments to be executed and delivered pursuant hereto when duly executed and delivered by Sweetwater will constitute legal, valid and binding obligations of Sweetwater enforceable against it in accordance with their respective terms.

[(c)] It shall use its commercially reasonable efforts to ensure that each of Sweetwater’s employees, contractors, agents, representatives and any person gaining access to and/or using the Production Facilities (other than Client’s personnel) has been properly authorized by Sweetwater to access and/or use the Production Facilities in such manner, possesses the proper skill, training and background necessary to make use of the Production Facilities for their intended purposes, and Sweetwater warrants that each such person will utilize the degree of skill and care that is required by current good and sound professional procedures and practices in accordance with industry standards.

(c)[(d)] It has obtained, or will obtain, and will faithfully perform all its obligations under all necessary and appropriate clearances, licenses, union, guild and other collective bargaining agreements.

(d)[(e)] Its exercise of its rights under and in a manner consistent with this Agreement will not give rise to any obligations or liabilities with respect thereto, and that all of its rights under this Agreement can be fully and freely exercised without any claim of future payment of any kind with respect to any of the Technical Production Services.

7PHDATA 3380953_3Draft 5/6/23 9:41 AM

6. FORCE MAJEURE

6.1 If the staging of the Show should be postponed, delayed, prevented or canceled due to an act of God, inevitable accident, strike or other labor dispute, fire, riot or civil commotion, government action or decree, inclement weather, the failure of technical, distribution, production or television equipment or services provided by third party vendors beyond the control of Sweetwater or Client, or for any other reason beyond the control of Sweetwater or Client, then neither Sweetwater nor Client shall be obligated in any manner to the other with respect to the Show on such date, but Sweetwater shall nevertheless be entitled to the Service Fee as set forth in this Agreement, but all other rights Client may have in this Agreement shall remain in effect and shall not be affected in any manner. If, however, a Show should be postponed or delayed, then Client shall have the right to require Sweetwater to render Technical Production Services on its rescheduled date in accordance with all the terms hereof, and without the payment of additional Service Fees.

7. INDEMNITY AND LIMITATION OF LIABILITY

[7.1] By Sweetwater . Sweetwater will make Client whole for its out of pocket costs incurred as a result of maintenance/breakdown of the Production Facilities, including Client’s costs of obtaining replacement Production Facilities for any Show (except for that which: (i) results from the acts or omissions of Client, its employees or agents, or (ii) resulting from Force Majeure events not caused by Sweetwater, its employees or agents). In addition, Sweetwater shall indemnify, defend and hold harmless Client, its officers, directors, employees, shareholders, parent and affiliated companies, subsidiaries, licensees, successors, related companies, agents, representatives, assigns and contractors from any and all claims raised by a third party, and costs, liabilities, judgments, losses, demands, expenses or damages (including reasonable attorneys’ fees), incurred by Client related to any third party claim, including loss or damage to the Production Facilities, arising from the gross negligence or willful misconduct of Sweetwater (other than losses: (i) caused by Client, its employees or agents, or (ii) resulting from Force Majeure events not caused by Sweetwater, its employees or agents).

[7.2] By Client . Client shall indemnify, defend and hold harmless Sweetwater, its officers, directors, employees, shareholders, parent and affiliated companies, agents and contractors from any and all claims raised by a third party, and costs, liabilities, judgments, losses, demands, expenses or damages (including reasonable outside attorneys’ fees), incurred by Sweetwater related to such third party claim, including loss or damage to the Production Facilities, arising from the negligence of Client in connection with this Agreement (other than losses: (i) caused by Sweetwater, its employees or agents, or (ii) relating to routine maintenance and equipment failures experienced in the course of normal use, or (iii) resulting from Force Majeure events not caused by Client, its employees or agents).

[7.3] Mutual . Notwithstanding anything herein to the contrary, Client and Sweetwater will each indemnify, defend and hold harmless the other, the other’s officers, directors, employees, shareholders, parent and affiliated companies, subsidiaries, licensees, successors, related companies, agents, representatives, assigns and contractors from any and all claims, costs, liabilities, judgments, losses, demands, expenses or damages (including reasonable outside attorneys’ fees), including those for, but not limited to, bodily injury, including death resulting therefrom, personal injury and property damage arising out of any act, omission or negligence,

8PHDATA 3380953_3Draft 5/6/23 9:41 AM

any breach or alleged breach of this Agreement, performance of the obligations hereunder, or any misrepresentation made by the applicable indemnifying Partyit herein.

7.1[7.4] Procedures . In any case in which indemnification is sought hereunder:

(a) The Party seeking indemnification shall promptly notify the other of any claim or litigation to which the indemnification relates; provided, however, the failure to give such prompt notice shall not relieve the indemnifying Party of its indemnification obligations hereunder except to the extent prejudiced thereby; and

(b) The Party seeking indemnification shall afford the other the opportunity to participate in and at the other Party’s option, fully control any compromise, settlement, litigation or other resolution or disposition in such claim or litigation; provided, however, that the indemnifying Party shall not admit liability on behalf of the indemnified Party or enter into any settlement agreement on behalf of the indemnified Party without the indemnified Party’s prior written consent, which consent shall not be unreasonably withheld.

[7.5] Content, Delivery, Arrival. Sweetwater assumes no risk for, makes no guarantee concerning and shall have no liability for any Show or content materials prepared by Client, or for delivery schedules, arrival times or air dates, except to the extent affected by Sweetwater’s and/or its directors’, officers’, employees’ or agents’ gross negligence, recklessness or willful misconduct.

[7.6] LIMITATION OF LIABILITY . IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS OR FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES HAS BEEN COMMUNICATED TO SUCH PARTY OR SUCH PARTY HAS OR GAINS KNOWLEDGE OF THE EXISTENCE OF SUCH DAMAGES. IN NO EVENT SHALL SWEETWATER’S LIABILITY TO CLIENT FOR DAMAGES RELATED TO A SHOW BE GREATER THAN THE PRO-RATA SERVICE FEE FOR SUCH SHOW.

7.2[7.7] Insurance .

[(a)] Client shall be responsible for all damage to or loss to the Production Facilities and the Studio property. Client shall, during the Term, be responsible for and maintain at its own expense: (i) all risk property insurance insuring all such property against loss or damage from all risks; (ii) commercial general liability insurance (including contractual liability, personal injury and property damage insurance) with a combined single limit of not less than $1,000,000.00 per occurrence, $3,000,000.00 in the aggregate (iii) such additional insurance in types and amounts reasonably satisfactory to Sweetwater which are adequate to cover the replacement value of the Production Facilities, and (iv) workers’ compensation and employer liability insurance as required by law for its employees. All such policies shall be primary (not contributory), include a severability of interest clause and name Sweetwater as an additional insured and loss payee. The Client agrees to provide Sweetwater with no fewer than thirty (30) days’ prior written notice of any cancellation of, or material change in, all or any portion of any such policy of insurance. Client shall provide Sweetwater with a certificate of insurance evidencing all coverage mentioned above, including any required endorsements, which shall be mailed to the address set forth in Section 9.4. Sweetwater has and shall maintain throughout the term of the Agreement, Worker’s Compensation Insurance in a form and in a coverage amount

9PHDATA 3380953_3Draft 5/6/23 9:41 AM

that is customary within the industry for the provision of Services contemplated by the Agreement.

Prior to rendering services hereunder, Sweetwater shall provide a certificate of insurance and policy endorsements to Client in accordance with Exhibit B attached hereto and made a part hereof.Sweetwater has and shall maintain throughout the term of the Agreement, Worker’s Compensation Insurance in a form and in a coverage amount that is customary within the industry for the provision of Services contemplated by the Agreement.

[8.] SCREEN CREDIT INTENTIONALLY DELETED

After the end of the Show, the, screen credit will be given to read as follows:

[8.1]

TELEVISION FACILITIESBY

SWEETWATER / NEP Entertainment group

All other aspects of such credits including without limit, frequency, font, placement, etc.

[9.] GENERAL PROVISIONS

9.1 Independent Contractors/Businesses . Sweetwater and Client are independent contractors/businesses with respect to each other, and nothing in this Agreement shall create any association, partnership, joint venture or agency relationship between them. As between Client and Sweetwater, all persons employed by Sweetwater in connection with its performance under this Agreement shall be Sweetwater’s employees and Sweetwater shall be fully responsible for them, except as otherwise explicitly provided in this Agreement.

9.2 Warranties . SWEETWATER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR DESCRIPTION, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THE TECHNICAL PRODUCTION SERVICES OR ANY OTHER MATTER, NOT EXPRESSLY SET FORTH BY THE TERMS OF THIS AGREEMENT.

9.3 Entire Agreement and Amendment . This Agreement contains the full and complete understanding of the parties to it, supersedes all prior agreements and understandings whether written or oral pertaining to its subject matter and cannot be modified or amended except by a written instrument signed by each Party. No waiver of a breach of any term of this Agreement or of any default hereunder shall be deemed a waiver of any other breach or default of this Agreement.

9.4 Notices . All notices and other communications from either Party to the other under this Agreement shall be in writing and shall be deemed received when delivered in person, when sent by telecopy (with written confirmation of receipt) or three days after mailing, postage prepaid, addressed to the other Party at the following attention, addresses and/or telecopy numbers, or at such other attention and/or address or telecopy number as that other Party may supply by written notice:

10PHDATA 3380953_3Draft 5/6/23 9:41 AM

If to Client: If to Sweetwater:

Deborah Norton Sweetwater Digital Productions

Trackdown Productions, Inc. NEP Entertainment Group10202 W. Washington Boulevard 2 Beta DriveCulver City, CA 90232 Pittsburgh, PA 15238Attn: ____________________ Deborah Norton Attn: Gerald Delon Phone: ____________________ Phone: (412) 826-1414Fax: ____________________ Fax: (412) 826-1433

With a copy to: With a copy to:

________________________Trackdown Productions, Inc. ________________________

________________________10202 West Washington Boulevard, HC 101________________________

________________________Culver City, CA 90232 ________________________

Attention: Gregory K. Boone , TV Legal Attention:Phone: (310) 244-7087 Phone:Fax: (310) 244-1477 Fax:

9.5 Assignment . Neither Party’s obligations hereunder are assignable without the prior written consent of the other Party except to entities controlling, controlled by or under common control with Client or Sweetwater, as the case may be, and only if the assigning Party agrees to remain primarily liable hereunder. Notwithstanding the foregoing, either Party may assign its obligations hereunder in the event of a sale or transfer of substantially all the assets of such Party.

[9.6] Governing Law And Interpretation . This Agreement shall be governed by the laws of the State of California, without regard to its rules on conflicts of laws. The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against any of the parties. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles, County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. The rights and remedies of Sweetwater in the event of any breach by Client

11PHDATA 3380953_3Draft 5/6/23 9:41 AM

of this Agreement shall be limited to Sweetwater’s right to recover damages, if any, in an action at law. In no event shall Sweetwater be entitled to terminate or rescind this Agreement or any right granted to Client hereunder, or to enjoin or restrain or otherwise impair in any manner the production, distribution, or exploitation of the Show, or any parts or elements thereof, or the use, publication or dissemination of any advertising, publicity or promotion in connection therewith.The parties agree that, except as set forth below, any dispute hereunder which cannot be resolved by the parties shall be decided in accordance with binding arbitration as set forth herein. In the event either Client or Sweetwater desires arbitration hereunder, it shall so notify the other Party in writing requesting arbitration and itemizing the issues it wishes to arbitrate. Client and Sweetwater shall have fifteen (15) days from the date of the arbitration notification to mutually agree upon a single arbitrator to hear the dispute. If no such agreement can be reached, the Party initiating the arbitration shall have a further five (5) days to serve another notice setting forth the name of the arbitrator selected by it. Within a period of fifteen (15) days following the notification of the arbitrator selected, the other Party shall notify the Party requesting arbitration in writing of the arbitrator selected by it and identifying any further issues it wishes to arbitrate. The two arbitrators then so selected shall jointly select a third arbitrator, which panel of three arbitrators shall hear the dispute of the parties. The majority decision of the three arbitrators, or if there is one arbitrator, such arbitrator’s decision, shall be binding upon the parties. The arbitration shall be conducted in Pittsburgh, Pennsylvania in accordance with the Commercial Rules of Arbitration of the American Arbitration Association. The costs and expenses of the arbitration and the costs and expenses (including reasonable attorneys’ fees) incurred by the successful Party shall be paid by the unsuccessful Party, or as otherwise determined by the arbitrator or arbitration panel. The parties hereto agree that a judgment may be entered based upon the award of the arbitration panel in any court of competent jurisdiction, provided that such award and judgment shall be appealable to the same extent as would a decision of a U.S. District Court. The parties hereby submit to the exclusive jurisdiction and sole and exclusive venue of the federal courts residing in the City of Los Angeles, State of California. The prevailing Party in any court action brought pursuant to this Section shall be entitled to be reimbursed by the non-prevailing Party for the prevailing Party’s legal fees and expenses.

9.6[9.7] Costs and Expenses . Except as otherwise provided in this Agreement, Client shall pay all fees and expenses incurred by it in connection with the transactions provided for under this Agreement, including the fees and expenses of its counsel and accountants. Except as otherwise provided in this Agreement, Sweetwater shall pay all fees and expenses incurred by it in connection with the transactions provided for under this Agreement, including the fees and expenses of its counsel and accountants.

9.7[9.8] Headings and Captions . The titles or captions of Sections and paragraphs in this Agreement are provided for convenience of reference only, and shall not be considered a part of this Agreement for purposes of interpreting or construing or applying this Agreement, and such titles or captions shall not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms or conditions.

9.8[9.9] Gender and Number Rules of Construction . Words and phrases herein shall be construed in the singular or plural number and as masculine, feminine or neuter gender, according to the context. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation. All references to “Section,” “Sections,” “paragraph” or “paragraphs” refer to the corresponding, Section, Sections,

12PHDATA 3380953_3Draft 5/6/23 9:41 AM

paragraph or paragraphs of this Agreement. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms. Any reference in this Agreement to a “day” or number of “days” (without the explicit qualification of “business”) shall be interpreted as a reference to a calendar day or number of calendar days. The parties have participated jointly, and have been represented by counsel, in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

9.9[9.10] Severability . If any provision(s) of this Agreement or portion thereof shall be invalid or unenforceable, such shall not render the entire Agreement invalid or unenforceable but rather the Agreement shall be read and construed as if the invalid or unenforceable provision(s) or portion thereof were not contained herein, and the rights and obligations of the parties shall be construed and enforced accordingly.

9.10[9.11] Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute but one and the same instrument.

9.11[9.12] Third Party Beneficiaries . This Agreement is entered into solely between, and may be enforced only by, Sweetwater and Client, and this Agreement will not be deemed to create any rights in third parties, including suppliers, customers or subcontractors of a Party, or to create any obligations of a Party to any such third parties.

9.12[9.13] Public Disclosures . Neither Party to this Agreement will issue any press release or make any other public disclosures, announcements, statements or communications concerning this transaction or the contents of this Agreement without the prior written consent of the other Party. Notwithstanding the above, nothing in this Section will preclude any Party from making any disclosures required by law or necessary and proper in conjunction with the filing of any tax return or other document required to be filed with any governmental body, authority or agency; provided, however, that the Party required to make the release or statement shall to the extent practicable give immediate written notice to and allow the other Party reasonable time to comment on such release or statement in advance of such issuance.

9.13[9.14] Late Payments . Payments more than 30 days past due for undisputed invoices are subject to a late charge of 1.00% per month during any period that any balance remains outstanding.

9.14[9.15] Confidentiality . Without the prior written consent of the other Party, neither Party shall disclose or otherwise make available, in any form, any of the terms or conditions of this Agreement to any third party (parent, sister and subsidiary employees of a party excepted), except to the extent required by such Party’s internal reporting procedures and except in connection with the assignment of this Agreement pursuant to Section   9.5 and any legal proceedings between the parties.

13PHDATA 3380953_3Draft 5/6/23 9:41 AM

[Signatures appear on the next page]

14PHDATA 3380953_3Draft 5/6/23 9:41 AM

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written above.

Trackdown Productions, Inc. SVP, Inc.

By: ________________________________ By: ________________________________Name: _____________________________ Gerald Delon, Chief Financial OfficerTitle: ______________________________

15PHDATA 3380953_3Draft 5/6/23 9:41 AM

TRACKDOWN PRODUCTIONS, INC. – QUEEN LATIFAH SHOW

Exhibit A

Quantity Item Description

1

NEP Sweetwater Custom Control Room

Planned to accommodate up to 30 people. Including the following Major Requirements:Operator Consoles, Chairs, Racks and all tech furnitureMultiviewer-based Flat Screen Boland Monitor Wall.Plus (2) High Quality Monitors for TD/Director/Producer Viewing.Sony MVS Series HD 3M/E Switcher including 2 Ch. DMEand 2 Ch. Still store RAM memory (please verify if additional external still store needed).Riedel Intercom System with RTS Beltpacks, dry (non-powered) IFB.Production audio room anchored by a Studer Vista 5 Production audio console or similarMusic Mix Area anchored by (2) Yamaha DM2000 Consoles with MADI I/O or similar

4 Studio Camera Sony HD Studio Camera3 HH Camera Sony Handheld Camera (2 HH, 1 on JIB)1 Spare HH Camera Sony HD Handheld Camera (can be used for 8th camera when needed for Steadi-Cam)3 Wide Lens Wide Angle Lens (1) “very wide” for JIB (TBD), (2) “medium wide zooms” for HH (TBD)1 Spare Wide Spare Wide Lens for Spare Cam & Steadi-Cam Use2 Long Lens Long Studio Box Lens (TBD)2 Box Lens Medium Wide Zoon Studio Box Lens2 Light Tripod Lightweight Head/Tripod for HH Cams1 JIB ARM PROVIDED BY CLIENT – not included1 Steadi Rig Steadi-Cam Rig (when needed) PROVIDED BY CLIENT – not included4 Pedestal Camera Air Pedestal w/ Heavy Duty Heads5 HDXDCAM Sony Record Deck2 DVD Record DVD Recorder1 DDR 4 Ch. Server System (EVS or K2 or Similar with HD XDCam option included)1 CG HD Character Generator1 Color Corrector Color Corrector2 Frame Sync Frame Sync2 Monitors 29” or similar monitors on rollaround carts8 Monitors Misc. Floor Monitors Various sizes from 8” to 20” TBD (included in package)1 CD Player CD Player1 Digicart 360 Systems Digicart1 Instant Replay 360 Systems Sound File Player1 Short-Cut 360 Systems Digital Audio Editor2 DNS-1000 Cedar Dynamic Noise Suppressor6 416 Shotgun Microphones

NOTE: - All Air Conditioning (including ducting) to be provided by Client- Trailers (or walls) inside control room stage area to be provided by another vendor (i.e. William-Scotsman) but not provided by Sweetwater.- Wireless PL and Wireless Mics are not included and will be provided by Client.- PA system is not included and will be provided by Client (contact is Ian Wayne)- Multi track Audio Record Devices not included (Pro-Tools, X-48, etc.)- Music Mix Area to be sufficient to support music production several times a week.- On Stage Projectors, Screens, Plasma Monitors, LED or other display equipment for set to be quoted separately if needed.- AVID Editing System not included and will be provided by Client.- Minimum 4-week build time needed on site. More time is preferable.- Any Additional equipment requested for special events or creative changes shall be quoted by Sweetwater and approved by Client in writing prior to delivery.- NEP Sweetwater Reserves the right to remove any equipment during dark days.

16PHDATA 3380953_3Draft 5/6/23 9:41 AM

Exhibit B

INSURANCE REQUIREMENTSFOR PROFESSIONAL SERVICES

A Certificate of Insurance is to be sent to the Risk Management Department of Trackdown Productions, Inc. reflecting the following insurance coverages:

Commercial General Liability - $1,000,000 per occurrence $2,000,000 aggregate

Excess/Umbrella Liability - $2,000,000 per occurrence $2,000,000 aggregate

Automobile Liability - $1,000,000 CSL

Automobile Physical Damage

**Statutory Workers' Compensation **Employer's Liability - $1,000,000

Professional Liability/E & O $1,000,000 per occurrence $1,000,000 aggregate

Fidelity Bond $250,000

“All Risk” Property and/or Miscellaneous Equipment coverage on all property rented/leased or owned for replacement cost value

For all of these coverages except Worker’s Compensation, provide an endorsement naming Trackdown Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns as Additional Insureds as their interests may appear and as Loss Payees as their interests may appear.

All endorsements required above must indicate that Named Insured's insurance is primary and any insurance maintained by the Additional Insureds is non-contributing to any of the Named Insured’s insurance.

**Worker’s Compensation coverage should include a Waiver of Subrogation endorsement in favor of Trackdown Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns

A Thirty (30) Day written Notice of Cancellation, non-renewal or material reduction in coverage

The insurance carriers must be licensed in the state/province where services are rendered & have an A.M. Best Guide Rating of at least A:VII

CERTIFICATE HOLDER: Trackdown Productions, Inc.

10202 W. Washington Blvd., Culver City, CA 90232, Attn: Risk Management

** Not required if personnel payrolled by Trackdown Productions, Inc.’s payroll services company

17PHDATA 3380953_3Draft 5/6/23 9:41 AM