PALOMINO THE MOVIE, INC.
MARKETING AGREEMENT
TERMS AND CONDITIONS OF MARKETING AGREEMENT
These terms and conditions apply to the Marketing Agreements (“Agreement”) executed by Palomino The Movie, Inc., a Florida corporation (the “Company”) and each grantee of Company’s stock (“Grantee”) who have signed said Agreement and thereby agreed to assist with marketing Palomino, a feature film about the life of Carlos Palomino to be produced by Company. These terms and conditions are incorporated into each Agreement by reference in their entirety, and Grantee agrees to these terms and conditions as a material part of said Agreements.
The grant of stock to Grantee is contingent on Grantee performing each of the duties set out in Section 2.1 of the Agreement to the satisfaction of the Company, in the Company’s sole discretion. If Grantee does not perform each of the duties set out in Section 2.1 of the Agreement to the satisfaction of the Company, Grantee agrees that the total amount of stock grants will be automatically clawed back by Company with no compensation whatsoever to Grantee.
 
For any Regulation CF stock offering of the Company, Grantee will post, on the dates and at the times mandated by the Company, on all of Grantee’s Social Media Channels (as defined below) at least the following number of posts, to either be written by Company and to be posted without alteration or changes of any kind, or to be written by Grantee and approved in advance in writing by the Company and containing a link to the Company’s Regulation CF offering page, the motion picture’s sales or rental site, or any other link Company provides: 
  • At least one post on each of Grantee’s Social Media Channels on the day of the launch of each of Company’s Regulation CF stock offerings announcing that Grantee has signed a contract with Company to appear in the film and announcing, in language approved by Company, that Grantee’s social media followers may invest in Company and including a link provided by Company; 
  • At least one post 30-45 days after the launch of each of Company’s Regulation CF stock offerings on each of Grantee’s Social Media Channels announcing, in language approved by Company, that Grantee’s social media followers may invest in Company and including a link provided by Company;
  • At least one post within 10 days of the termination of each of Company’s Regulation CF stock offerings on each of Grantee’s Social Media Channels announcing, in language approved by Company, that Grantee’s social media followers may invest in Company and including a link provided by Company;
  • At least one post on each of Grantee’s Social Media Channels announcing, within 14 days prior to the public sale or rental of the completed film announcing the upcoming ability to purchase, rent or otherwise see the film, and including a link provided by Company;
  • At least one post on each of Grantee’s Social Media Channels, on the day of the launch of the public sale or rental of the completed film announcing the launch to the public of the sale or rental of the completed film announcing the ability to purchase, rent or otherwise see the film and including a link provided by Company; and
  • At least one post on each of Grantee’s Social Media Channels, on a date to be determined by Company and relayed to Grantee, again announcing the availability for sale or rental of the completed film and including a link provided by Company.

For purposes of the Agreement, the term “Grantee’s Social Media Channels” shall mean each social media profile, page or channel of Grantee on Facebook, Instagram, Twitter, LinkedIn, TicToc, YouTube or any other social media platform used by Grantee for personal or professional purposes.  All posts as set out in the Agreement shall be (a) made on the main “wall” or site of each social media channel, and not on the “reels” or other temporary section, (b) not removed after posting for at least 6 months and (c) may also, in Grantee’s discretion, be posted in “reels” or a temporary section in addition to the main “wall.”

 

All posts shall contain a link provided by the Company. For social media channels where links are not allowed in the text of a post (such as Instagram) Grantee shall change the link in Grantee’s bio for 48 hours starting at the time of the post to the link provided by the Company.

Grantee will either (a) appear for at least one photo/video shoot at a mutually convenient time and place to create marketing materials for the Company’s stock offering and sales/rentals of the completed film or, if Company requests in lieu of said appearance (b) provide two (2) photos and two (2) short videos with scripts provided by or approved by Company, to Company for use in Company’s marketing of the stock offering and sales/rentals of the completed film.

Grantee hereby grants an irrevocable, perpetual, worldwide license to Company to use (whether in digital or other form) his, her or its name, likeness and voice, in any pre-approved photos, videos, audio recordings, etc. in Company’s marketing of the film or the stock offering, even if not created by or at the behest of the Company.

Each grant of Stock shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation or because of the contingency above in which Grantee is to perform certain duties to the satisfaction of the Company, Should Company determine that a clawback of any type is appropriate, Company shall notify Grantee in writing and, if the clawback is based on Grantee’s failure to perform one or more of the duties above, Grantee shall be given 10 days from the date Notice was sent by Company to cure the breach of duty prior to any clawback taking place.  Should Grantee fail to cure said breach, Grantee hereby grants Company irrevocable limited power of attorney to execute and all documents on behalf of Grantee necessary to effectuate said clawback and to return all stock to the Company.

Additional Compensation. When the completed film is released, Company will notify Grantee as to the proper timing for all social media posts related to the sale or rental of the film. Company will provide Grantee with a unique URL to post in order to facilitate sales or rentals of the film. For any revenues paid to the Company from any sales or rental source based on sales or rentals from the unique URL provided to Grantee, Company will pay Grantee 20% of the gross amount of such revenues paid to the Company on a calendar quarterly basis after such revenues are received by the Company.

Restrictions. Subject to any exceptions set forth in the Agreement, during the restricted period, the restricted stock and all rights relating to the restricted stock may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by Grantee. Any attempt to assign, alienate, pledge, attach, sell, or otherwise transfer or encumber any of the restricted stock or the rights relating to any of the restricted stock during the restricted period shall be wholly ineffective and, if any such attempt is made, all the restricted stock will be forfeited by Grantee and all of Grantee’s rights to those shares will immediately terminate without any payment, consideration, or further action by the Company.

Restrictions On Resale. The Stock granted herein is restricted and may not be freely sold, and is subject to restrictions under federal and state law and may not be sold or transferred by Grantee except in accordance with Rule 144 and/or any other applicable state or federal law governing restricted stock. Any attempt to assign, alienate, pledge, attach, sell, or otherwise transfer or encumber any of the restricted stock or the rights relating to any of the restricted stock not in accordance with Rule 144 and/or any other applicable state or federal law governing the restricted stock shall be wholly ineffective and void.

Rights as Shareholder; Dividends. Grantee will be the record owner of the restricted stock until the shares are sold or otherwise disposed of, and will be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to receive all dividends or other distributions paid with respect to the shares.

Adjustments. If any change is made to the outstanding restricted stock or the capital structure of the Company, if required, the shares of restricted stock shall be adjusted or terminated in any manner as contemplated by the change.

Compliance with Law. The issuance and transfer of shares of restricted stock will be subject to compliance by the Company and Grantee with all applicable requirements of state and federal securities laws and with all applicable requirements of any stock exchange on which the Company’s restricted stock may be listed. No shares of restricted stock will be issued or transferred unless and until any then-applicable requirements of state and federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. Grantee understands that the Company is under no obligation to register the shares of restricted stock with the Securities and Exchange Commission, any state securities commission, or any stock exchange to effect that compliance.

Notices. Any notice required to be delivered to the Company under the Agreement must be in writing and addressed to the Secretary of the Company at the Company’s principal corporate offices. Any notice required to be delivered to Grantee under the Agreement must be in writing and addressed to Grantee at Grantee’s address as shown in the records of the Company. Either party may designate another address in writing (or by any other method approved by the Company) from time to time.

Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Florida and the federal laws of the United States of America, without regard to principles of conflicts of laws. The Company and Grantee (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction in Hillsborough County, Florida, (b) stipulate that the proper, exclusive, and convenient venue for any legal proceeding arising out of the Agreement is in Hillsborough County, Florida for a state or federal court proceeding and (c) waive any defense, whether asserted by motion or pleading, that the above-named courts, are an improper or inconvenient venue.

Interpretation. Any dispute regarding the interpretation of the Agreement shall be submitted by Grantee or the Company to its Board of Directors for review. The resolution of the dispute by the Board of Directors will be final and binding on Grantee and the Company.

Restricted Stock Subject to Corporate Documents and Bylaws. The Agreement is subject to the Company’s corporate formation documents and bylaws. The terms and provisions of said documents, as it may be amended from time to time, are hereby incorporated into the Agreement and these terms and conditions by reference.

Successors and Assigns. The Company may assign any of its rights under the Agreement. The Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Agreement, the Agreement will be binding upon Grantee and Grantee’s beneficiaries, executors, administrators, and the persons to whom the restricted stock may be transferred by will or the laws of descent or distribution.

Severability. If a provision of the Agreement (or the application of it) is held by a court to be invalid or unenforceable under applicable law, that provision will be deemed separable from the remaining provisions of the Agreement and will not affect the validity or interpretation of the other provisions of the Agreement or the application of that provision to a person or circumstance to which it is valid and enforceable.

Discretionary Nature. The grant of the restricted stock in the Agreement does not create any contractual right or other right to receive any restricted stock or other grants in the future. Future grants, if any, will be at the sole discretion of the Company. Nothing contained in the Agreement (a) confers on Grantee any right to continue in the employ of, as a director of, or as a consultant to, the Company or any of its direct or indirect subsidiaries, (b) constitutes any contract or agreement of employment or consultancy, (c) interferes in any way with the right of the Company to terminate Grantee’s employment or relationship with the Company at any time, with or without cause, or (d) affect in any way Grantee’s rights under any agreement with the Company or any of its direct or indirect subsidiaries, including any employment agreement or severance plan, policy, or agreement. By accepting any award under the Agreement, Grantee acknowledges that this grant is an extraordinary benefit and not part of normal or expected salary or compensation for any purpose.

Amendment. The Company’s Board of Directors has the right to amend, alter, suspend, discontinue, or cancel the restricted stock, prospectively or retroactively; provided, that, no such amendment will adversely affect Grantee’s material rights under the Agreement without Grantee’s consent.

Counterparts. The parties may execute the Agreement in counterparts. Each executed counterpart of the Agreement will be considered an original document, and all executed counterparts, together, will constitute the same agreement. The Agreement will become effective as of its stated effective date when each of those parties has executed and delivered to the other a counterpart of the Agreement. Delivery of an executed counterpart of the Agreement by email, digital, facsimile, or other electronic means shall have the same effect, validity, and enforceability as an original, manually signed counterpart of the Agreement.

Acceptance. Grantee hereby acknowledges receipt of, or has waived the right to receive a copy of the Agreement, the Company’s Articles of Incorporation, and the Company’s Bylaws and agrees to be bound by the terms and conditions of the foregoing documents. Grantee has read and understands the terms and provisions of each of those documents, and accepts the restricted stock subject to all of the terms and conditions of the Agreement, the Company’s Articles of Incorporation and the Company’s Bylaws. Grantee acknowledges that there may be adverse tax consequences upon the grant of the restricted stock or disposition of the underlying shares and that Grantee has been advised to consult a tax advisor before the grant or disposition.