ent000341-016

Mov ??9 ??0 U:50a Mark Whitney Pierson NOV. 8,2900 6:41PM 3238764397 NO,152 P. 7/9 p. 6 Picture; or (iii) a party that shall acquire all or substantially all of the assets of Producer with respect to the Picture, including, without limitation, any completion guarantor or the financing bank, Any assignment of this Agreement or any rights hereunder to any of the foregoing shall relieve Producer of any of Producer's obligations hereunder to the extent such obligations are assumed by such assignee in writing and Player shall look solely to such assignee for full performance of any of Producer's obligations to Player hereunder which are so assumed, (iii) Premieres; If Producer authorizes a U.S. celebrity theatrical premiere of the Picture, Player and three guests shall be invited to one such celebrity premiere. (iv) Intentionally deleted* (v) There shall be no use of Player's name, voice or likeness in merchandising or commercial tie-ups without Player's prior written consent in each instance in connection with the following special uses, only; tobacco products, alcohol products, firearms, depilatories, personal hygiene products and items of intimate apparel, other than t-shirts, caps and the like. If Producer uses or licenses the use of Player's name and/or likeness with connection with an item of merchandising, Player shall be paid a royalty of five (5%) percent of the gross merchandising receipts reducible by other Players who are entitled to a royalty thereon to two and one half percent (2.5%) percent of the "gross merchandising receipts" (but no royalty shall be payable with respect to uses of the "billing block" or oilier recitation of credits, if used without Player's likeness). Gross merchandising receipts shall be defined as all sums actually received by Producer in respect of such merchandising or commercial tie-up use less only Producer's direct out-of- pocket costs and expenses (including agent's and outside attorney's fees) in connection with the licensing of the same and distribution fee of thirty five (35%) percent. Any merchandising hereunder must be "in character" and clearly identified with the Picture. For purposes of the foregoing, any video games licensed incorporating Player's performance shall be deemed "Elvisa's Haunted Hllle"/De*l Playsr Agreement jerry Jackson .DealMeano vl