PLONSKER LAW LLP a 24 25, 26 2 2 Se ORIGINAL FLED PLONSKER LAW LLP astangatee Stprir Cote Michael. lonake SiteBar No 101235) ocr 17208 Rex ony Gus Bar No 19890) Glens cs Tel ‘310-861-2050 Fecsimile, 3104962577 Anorneys for Defendants and Czoss-Compleinants ROBIN FREEMAN BERNSTEIN, a Trustee ofthe ROSE FREEMAN REVOCABLE TRUST and he LEONARD FREEMAN TRUST and UNION. BANK, N.A. as forme Trute of te LEONARD FREEMAN TRUST SUPERIOR COURT OF THE STATE OF CALIFORNIA Sa ala aman nomcmese | cunarceon OB) past oes Seles tna seen semen coe vencouraiccm | SERRRES SEeaanUrTIne cate, SSR STS PE | mnzscuormmocunvoury gure Asam | © mmscmormucs simaemeuintams | amex amon BANK, and DOES 6-10, a5 Trustees of he LEONARD FREEMAN REVOCABLE. @ BREACH OF CONTRACT; ‘TRUST; CRS TELEVISON NETWORK, | @) BREACH OP THE IMPLIED Avision and for subiciry of CBS COVENANT OF GOOD FAITH CORPORATION, a Delaware corporation; [AND FAIR DEALING; and DOES 11-20, inclusive (@ BREACH OF FIDUCIARY DUTY (LLC AGREEMENT; Defendant. © FRAUD © DECLARATORY RELIER; ACCOUNTING; (@ ELDER ABUSE; AND (INTENTIONAL INTERFERENCE, (WITH CONTRACT DEMAND FOR JURY TRIAL, Gael Pe May 2012 ‘Sats Seobee8 2012 ‘DEFENDANTS SECOND AMENDED CROSS COMPLAINTPLONSKER IAW LLP ‘AVIOREYS Ar Law “ROBIN FREEMAN BERNSTEIN, =] ‘Trustee of the ROSE FREEMAN REVOCABLE TRUST; and ROBIN FREEMAN BERNSTEIN, Truste of the LEONARD FREEMAN REVOCABLE ‘TRUST, Cross-Compleinants, (GEORGE LITTO PRODUCTIONS, INC, 2 Califia corporation; GEORGE LiTT0,anindidaal LE PRODUCTIONS TLC a cao inuted Libilty Company (Nominal Defendant fr Deva Clan) GEORGE LITTO ENTERPRISES, INC. « Califia corporation; GEORGE LITTO PICTURES, INC, a Clloria Gupuion; nd ROES th 10, (Cross-Defendants Cross-Complainant Robin Freeman Bemstcin ("Bernstein"), a trustee of the Rose Freeman Revocable Trast (Rose Trust”) andthe Leonard Freeman Trust (“Freeman Trt”) (Collectively, “Cross-Complainans” or “Truss, for ther Cross-Complaint aginst Cross Defendants George Lito Productions Ine, (°GLP"), George Litto Lito"), George Lito Enterprises, nc. (“GLE”) and George Lito Pictures ne. “GLPies") and, as a nominal defendant forthe purposes of lleging the derivative causes of ation on behalf of LF Productions, LLC (CLF Produetions" or the “LLC" collectively "Cross-Defendants", hereby allege and complain 45 follows: 1. INTRODUCTION 1. 1m1966, the late Leonard Freeman (“Leonard or “L. Freeman") ereated the ionic ‘CBS television series “Hawaii Five-O" (the Series”). His alent agent athe time was Cross- Defendant George Litt, ARer Leonards death in 1974, the rights that he and his production ve-0" were transferred company Leonard Freeman Productions, In. (“LFP") owned in “Hawai io the Cross-Complainant Truss, for which L, Freeman's widow, Rose Freeman (“Rose" or “R. Freeman"), was a trustee. Leonard's and Rose’s daughter, Bernstein, is now the tuste ofthe 22 DEFENDANTS" SECOND AMENDED CROSS COMPLAINTHORNEYS Ar Law" PLONSKER LAW LLP Trusts 2, Through a series of manipulative, harassing, sbusive, and deceptive actions directed at Rose that spanned decades Lito maneuvered himself into position to take advantage of Rose by transforming his relationship with her ftom talent agent to possible producer, to partner, to having, according to him, total control over “Hawaii Five-O." His goal was and isto take over the rights that the Trusts own in the Series and to direct revenues derived from the exploitation of such rights to himself. Litto, by commencing this action, is now attempting to execute the final piece of his almost fory year Machiavellian scheme, Litto's behavior, aside from being a shameless exploitation of Rose’s death (he caused this mater tobe filed just weeks after Rose passed away on March 4, 2012 aged 83) and exceeding the bounds of normal human decency, has damaged, and is curently damaging, the Trusts in several ways which are detailed below. 3. GLP's allegations in this action portray Litto, who is very experienced inthe cntertsinment industry, first asthe savior of Rose and then as her haples viet. Let there be no mistake, despite what Litto would have the world believe, Litto did not ereate and was not involved in the creation of the Series. In truth, Lito is an overbearing, manipilative man who took advantage of Rose's vulnerability after Leonard’ death. He deceived her by leading her to believe that his advice was inher and her daughter's best interests and would be a safer course of action, He claimed that without his expertise, Rose and ber family would notbe able to properly ‘maneuver through Hollywood or to maintain Leonard's legacy and the value ofthe television series that he ereated. He ultimately manipulated her into transferring certain valuable rights in the Series that the Trusts owned into the LLC and convinced Rose to let his company, GLP, own 50% of the LLC (the Trusts collectively own the other 50%), He manipulatec her into agreeing to allow him to control the day to day management ofthe LLC. He manipulated ber into believing tht he had the connections and experience to produce a motion picture of this level. He threatened, bullied and extorted her throughout the years, causing ber to be in such a state of| distress that she became his victim, unable to assert her rights against him and unable to formally ‘object to his treatment of her or the unfuimess of the terms ofthe LLC Operating Agreement orto 3 ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP ATTORNEYS AT LAW. 0 20 2 2 4 2s 26 2 28 file a lawsuit against him, This “something for nothing” transfer of rights ~ Lito/GLP transferred nothing of value to the LLC - was purportedly forthe purpese of developing and producing a ed (an he will not be) it has resulted in the Hawaii Five motion picture. If Litto is to be be following: GLP is entitled to 50% ofall ofthe eevenues thet are rightly due tothe Trusts and is ‘now insole contol ofall ofthe Truss’ rights tothe Series, so much so thatthe Trusts ae entitled to no input into what Litto/GLP decide to do 4. But thatis not the whole story. Not only does GLP ela that certain rights have ‘been transferred to the LLC to produce a motion picture, but in what can only be described as the zenith of audacity now also falsely claims in this action, years after the formation of the LLC, that, ‘the Trusts transfered tothe LLC the right to receive 100% ofthe revenues thatthe Trusts (not the LLC) are entitled to receive from CBS in connection with CBS's exploitation ofthe episodes of the Series currently being produced and broadcast by CBS (“Current Episodes”). He does this by ‘way ofa tortured interpretation ofthe LLC Operating Agreement that was never intended to mean ‘what GLP now claims and, sine no less can be expected of Litto, through false allegations of his communications with Rose, 5. This lawsuit isthe final piece of Litto’s almest 40 year crusade to take over contol of the rights to the Series. Ife is successful (and the evidence is overwhelmingly against him), hae - not the Trusts - will have manipulated himselTinto solely contelling, exploiting and benefiting from the rights to which he has ne legitimate claim, 6. This case will determine, among other things: (a) whether Cross-Defendants are entitled to own and/or control any rights in the Series (b) whether Litto and/or GLP fraudulently induced Rose and the Trusts to agree to form the LLC and transfer their valuable rights into it, (©) whether the LLC has any right in and/or is entitled to any revenues from the exploitation of the Current Episodes, (2) whether GLP has breached the LLC Operating Agreement by, among, other things, ating in excess ofits authority, usurping corporate opportunities, acting without the ‘knowledge and approval ofthe Trusts, and ling and refusing to exploit certain rights that actually were transferred to the LLC by the Trusts, and (e) whether Litto’s other companies, GLE ‘and GLPics intentionally interfered withthe LLC Operating Agreement by causing GLP to allow a4 DEFENDANTS SSCOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP arama them to enter into agreements with thtd parties to exploit the LLC's rights without consideration of any kind. 1. THE PARTIES 7. Cross-Complainant Bernstein is, and at I ies hereto was, an individual residing inthe County of Los Angeles, State of California. Bemsteinis a trustee of and brings ths action ‘on behalf ofthe Rose Trust and the Freeman Tras, both Califia trast 8 CrossDefendant Lito isan individual who resides in Los Angeles, California. 9. Cross-Defendant GLP isa corporation organized and existing unde laws ofthe State of California, with its principal place of business locate at 339 N Orange Dr, Los Angeles, California, 90036, This isthe same adaves forthe principal place of busines fr GLE and GLPics. Upon information and belief, Lit isthe principal and sole sharcholer of GLP. George Lito isthe agent for service of process for GLP, andi iste adress with the California Secretary of State is 339 N Orange Dr, Los Angeles, CA 90036, wich the Truss, upon information and belief allege is also George Lito's home adie 10, Cross Defendant GLE is a corporation organized and existing unde laws ofthe State of California, with ts principal place of busines located at 339 N Orange Dr. Los Angeles, California, 90036, This isthe same adres forthe principal place of business for GLP and GLPics. Upon information and belief, Lito isthe principal and sole sharcholer of GLE. George Lito athe agent for service of process for GLE, and his listed address with the Califia Secretary of State is 339 N Orange Dr, Los Angeles, CA 90136, which the Trusts, upon information and bli, allege is also George Lito's home aires. 11, Cross-Defendant GLPies isa corporation organized and existing under laws ofthe State of California, with ts prinsipal place of busines located at 339.N Orange Dr, Los Angeles, California, 90036, Thisisthe same adres forthe principal place of business for GLP and GLE. Upon information and belief Lito isthe principal and sole shareholder of GLPics. George Lito is the agent for service of process for GLPics, and his listed address with the California Secretary ‘of State is 339 N Orange Dr, Los Angeles, CA 90036, whick the Trusts, upon information and belief, allege is also George Litto’s home addres. -5+ DEFENDANTS SECOND AMENDED CROSS COMPLAINTPLONSKER LAWILP Tis ances 9 20 2 2 2 24 25 26 n 8 12, Nominal Cross-Defendant, sued derivatively, LIF Productions, LLC, (“the LLC”) isa limited liability company organized and existing under the laws of the State of California, ‘with ts principal place of busines in Los Angeles, California, The Trusts curely hold a combined 50% membership inthe LLC. Because GLP and Lito have taken the postion that they lone contol the runing and management ofthe LLC, any request for relief tote LLC diretly has been, would have been, and is fue, The LLC is sued nominally herein as across-dfendant forthe purpose of alleging the derivative causes of acton* brought on its behalf bythe Tass 13, Thetrue names and capacities, whether ndividuel, comport, associate or otherwise, ofthe Cross-Defendants sued herein as ROES I through 10 are present unknown to Cross-Complainants, Cross-Complainants wil sek lave to amend this Crost-Complaint to allege the true names and capacities of Does! through 10 whe the same have been ascertained For convenience, each reference to “Cross-Defendants” herein shal lo refer to Does | through 10, inclusive, and all Cross-Defendants are sometimes collectively referred to herein as “Cros- Defendants.” 14, Cross-Complanants are informed and believe and based thereon lege that at all times herein mentioned, each ofthe Cross-Defendants was the agent, partner, representative, ‘employee andor joint venturer ofthe remaining Cross-Defendant, and each of them, andi, and tall times mentioned herein was, ating within the course ofthe scope of such agency, partership, epresetation, employment andlor joint venture. Cross-Complainnts are further informed and believe, and based thereon allege, thatthe acts and conduct alleged herein cconceming each such Crost-Defendant was known to, authorized by, and/or raifed by the other Cross-Defendants, and each of them 15. Cross-Complainants are further informed and belive, and based thereon allege, that Cros-Defendans, and each of them, are and were the alter ego of the other Cross- Defendants, and each of them, and the ations, representations, and other conduct alleged hereinafter of one are and were the actions, representations and conduct ofthe ters, and each of ‘hem is and was bound thereby as having done, made, and/or committed the same directly, tall times mentioned herein, Cross-Defendants’ and each of ther, conduct, is and was the action, -6- ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP os anes 19 20 Pr 2 4 25 26 2 28 representation, and conduct of each and all other such Crost-Defendants, and each such Defendant is and was to be obligated, responsible, held liable, and charged thereby. Cross- ‘Complainants are further informed and believe, and thereon allege, that Cross-Defendants GLP, GLE, and GLPies have such a nity of interest and ownership, each being owned, controlled, and ‘operated by Litto that such Cross-Defendants along with Lo, are inseparable from the other as evidenced, in par, from the fact that all the corporate Cross-Defendants list Litto as their agent {or service of process, as well as list Litto's home address as each of their principal place of business. In fact, the unity of interest and ownership is furtier evidenced by the fact that Litto, or his family, isthe sole owner of each of his entities, thatthe 2quitable ownership thereof is identical, that he exerted complete domination and control over all entities, and that he has ‘employed the same employees and attorneys for himself and all of hs entities. Moreover, Litto diverted corporate assets belonging to the LLC (and thus 5(% belonging to GLP) to himself, GLE, and GLPics in the form of having hs other companies (GLE and GLPies) enter into transactions which pertained to LLC asets which should behave been transacted by LLC. This activity by Litto shows that he treated the LLC assets as if they were his own and therefore he felt ‘unfettered in using GLE and GLPies as vehicles to wansactbusiness pertaining to LLC assets ‘when this was clearly improper. Indeed, ito used his companies interchangeably and as a mere «extension of himself inthe role of manager of the LLC, and dd so explicitly, according his ‘own testimony, t evade the mandate ofthe LLC operating ngrecinet that obligated him to seek the Trusts’ authority should he transact any business petiring to the exploitation of LLC asses In other words, he used his positon as manager to use all hes alter ego entities (including himself specifically to avoid seeking approval by the Trusts for his actions. Is thus clear that Lito used all of his ents asa mere shel and a naked conduit to tansat whstever individual activites he chose regardless ofthe appropriate corporate structure. Therefore, because, as shown more fully below, Litto operated the Coss-Defendant entities as if they were Interchangeable and asa mere extension of himself, an adherence to the feton ofa separate entity would, under the circumstances, sanction alte fraudulent and improper ats commited by Litto and GLP referenced below, and also cause an inequitable result should it prove (as is likely) oT DEFENDANTS" SSCOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP ‘AVEORNEYS Ar LAW that GLP is insufficiently capitalized to satisfy the judgment thatthe Trusts are likely to obtain against it. IIL FACTUAL ALLEGATIONS 16, Inthe late 1960's and early 1970's, Leonard and LEP entered into agreements with ‘CBS regarding the Series. Lito was the talent agent representing Leonard and LFP in connection ‘with the negotiation of these agreements. After Leonard passed avy in 1974 Litto negotiated a ‘writen amendment on behalf of Leonard and LFP (the 1974 CBS Amendment”). As se forth in Paragraph 3(c) ofthe 1974 Amendment, Lito negotiated ~ and instructed Rose agree t- provision to protect himself “The remaining 10% of such sums salle all ines be pid to George Litto Company ona current basis; it being understood that Litto's aforesaid share results solely from LFP's assignment ofa portion of LFP's benefits hereunder, that CBS and LFP may, without Lino's approval, amend this agrment without imitation, and that this agreement shall not be deemed to create ny third party beneficiary rights in Lito.” 17, Thus, a8 of 1974, Lito was entitled to receive 10% of certain sums due to LFP (wow the Trusts) and did not have any right to contol the amount due 19 LEP (now the Truss). ‘Over the next 40 years, Lito devoted himself o overcoming those “hurdles. 18. Beginning in 1974 and continuing through or about he presen Lit, as talent agent, a consultant, alleged partner, and member of the LLC, continued to represent LFP, Rose and the Trusts in connection with matters related tothe Series. In his eapacity, he owed fiduciary utes to Rose and the Trusts to, among other things, atin hee bes interests and aot his own, ‘Among other things, he provided advie when CBS attempted to assert rights ove the motion picture rights to the Series; negotiated agreements with CBS and Hollywood Pictres regarding a ‘motion picture besed onthe Series; negotiated with CBS on behalf ofthe Tass regarding motion picture rights; advised the Trusts in connection wih a lawsuit filed by CBS; advised the Trust in connection with a WGA arbivation over wheter the Trusts or CBS owned the “reserved rights” inthe Series; and hited his own accountants nd attorneys to represent Rose andthe Trusts. As time went on, he asserted more and more control over Rese and the Trusts rights inthe Series. -8- ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSIGER LAW LLP 19. During this period, Rose placed her full and complete confidence in Litto, a a trusted advisor, who had promised Leonard shortly before his death that he would watch over and protect Rose and her daughters, As part of his manipulative scheme, Litto repeatedly reminded [Rose of his death-bed promise to Leonard and, by doing that and threatening her, caused her to be unable to object to Litt's actions and, once she recognized that Litto was taking advantage of her, unable to formally assert claims in a lawsuit against Cross-Defendants, 20. Unbeknownst to Rose and the Trusts, Litto harbored an ulterior motive in ‘connection with his representation and “trusted advisor” role with Rose and the Trusts, His intent ‘was to wrest away from Rose and the Trusts, some or all of the Trusts’ rights in the Series which included the Trusts’ rights under the terms ofthe Trusts” agreements with CBS. 21. The final portion of Litto's scheme began in or around 1995, the specifies details ‘of which will be put into evidence at trial, and was implemented as follows: & Inthe early 1990's, CBS claimed that it had the right to produce and exploit a motion picture based on the Series. Lito disagreed and represented the Trusts in the negotiation of agreements with CBS and Hollywood Pictures pursuant fo which Hollywood Pictures would be permitted to produce a motion picture and Hollywood Pictures, CBS and the Trusts would all benefit. Those agreements expired in or about 1994 at which ime the Trsts and CBS continued to disagree about who had the right to produce a mation picture based on the Series. '. 151995, Lito proposed to Rose that he would produce a motion picture bused on te Series and, to accomplish that, that they should ener nto a partnership pursuant to ‘hich, among other things: (Litto would contribute a sereenpay that he had writen, (i) Roselthe Trusts would gran Litto an option fo acquire the motion pictur rights, (i) Lito would hold Rosethe Truss hamless from any costs or expenses which may occur in connection wilh any dispute with CBS over such rights, iv) Litto and Roselthe Trusts would split all money 50/50; an () “if principal photography onthe fist Film does not commence within 3 year from the date the Option is exercised ll sights to make feature fms based on Hawaii (Fve-0] shall revert to [Rose/the Trusts}.” <9. DEFENDANTS" SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LP 10 R B 4 15 6 "7 8 9 2 a 2 4 25 26 ” 28 © Rose, on behalf of the Trusts, and Litto ultimately entered into an oral partnership agreement based on the material terms set forth in Paragraph 21.b, above (“the Litto‘Preeman Partnership"). Prior to and after the formation of the Litto/Freeman Partnership, Litto owed fiduciary duties to Rose and the Trusts to, among other things, protect them and ‘advise them in a manner that was beneficial to them. He clearly did not 4. Thereafter, Lito, on behalf of the Litto/Freeman Partnership, engnged in negotiations with CBS ~ refered to asthe “CBS Deal” regarding the motion pictur ighs based on the Series. The CBS Deal was never completed. Instead, CBS and the Trusts became embroiled in litigation ~ a federal cour action commenced by CBS and an Arbitration commenced by the Writers Guild of American regarding whether the Trust ovmed the “reserved right” (Reserved Rights”) in the Series (“WGA Arbitration”). Lito continued to act strsted advisor to Rose and the Trusts Despite the existence ofthe LitarFreeman Partnership, Lito instructed Rose to have the Trsts (and not Lit) pey all attomeys fees and other expenses incurred in connection with the dispute with Bs. £ Inorabout 1996, during the pendency ofthe WGA Arbitration, st atime ‘when Rose was relying entirely on Lito to advise ber about how to handle the dispute with CBS and while Lito was the Trusts” tsted partner, Lito began discussions with Rose about another ‘ype of business relationship which he claimed wes required for among other reasons, ax ‘Purposes inthe event thatthe Trusts suecesfilly were awarded the Reserved Rights through the WGA Actitration, Lito proposed forming @ company, which became the LLC, ito which he “rusts woul transfer the Reserved Rights ofthe Trust if the Trusts were succesful inthe WGA Arbitration, Its the formation ofthe LLC, and he consequences ofthe Trusts’ agreement 0 cater into the LLC based upon Lito's advice and counsel, thts the subject ofthis lawsuit 22, In 1997, over 20 years afer Leonards death, Lito, knowingly intentionally, and ‘without stating his true motives, manipulated Rose into agresing tothe following, among other things, in connection withthe formation of the LLC which were much more advantageous to Litto than his previous agreements withthe Trusts (a to agree thatthe LLC be owed 50/50 by =10- ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP “Ariomveys AP Law n R B 1s 16 ” 8 19 20 a 2 B 4 8 26 u 28 GLP and the Truss (so that Lito, through GLP, would receive 50% of the profits of the LLC and ‘the Trusts could not control the LLC or terminate Litto'SGLP’s involvement inthe LLC); (6)t0 have the Trusts tansfer the Reserved Righs ofthe Tats othe LLC if the Trusts were sucessful inthe WGA Arbitration; (2) to agree that GLP would be in contol ofthe day today operations of the LLC; and (to agree thatthe rights othe motion picture would not revert to the Trusts if Lito was unsuccessful in getting a motion picture made. A true and correct copy ofthe LLC Operating Agreement is attached hereto as Exhibit “A” and incorprated herein by reference. Lito's scheme was realized, in pat, by knowingly and intentionally having Rose hiee two sttomeys to represent her who had previously represented Lito, who tok instructions fom Ltt, and who continued to give advice to Lito after the LLC Operating Agreement was executed. Ia cer words, for these reasons, as well asthe oer reasons alleged herein, an “arm's length” negotiation never took place 23, Asis readily apparent, by convincing Rose, through his intentionally underhanded tactics, to form the LLC, Litto/GLP was ina much better position than under the terms ofthe 1974 CBS Amendment as talent agent, sa consultant, as a producer, and/or unde the Lito/Freeman Partnership. Among other things: (a) Lito didnot just have an option to obtain the ights to a motion picture — instead, GLP owed 50% ofthe company that ove the Reserved Rights; () Lito and his daughter, who had litle or no experience inthe entertainment industy, through GLP, took over contol ofthe dy to day management ofthe LLC and intentionally ‘operated the LLC to the exclusion of Rose andthe Trusts; and (e) t0 set it up so that he could not lose control ofthe motion picture rights (like he could under the Ltto/Freeman Partnership) ‘because the rights would not revert back to the Trusts (ie, Leonard's and Rose's family) if Lito failed to produce a motion picture. 24. Litto convinced Rose to enter into the LLC Operating Agreement on behalf ofthe “Trusts by coercing her into believing that it was the right thing todo and also by his representations that, among other things, Rose could trust him, because he (Lito) had promised Leonard to protect her and her daughters, and he had the bility to develop and produce a motion picture based on the Series and to run the day-to-day management of the LLC to maximize the alte ‘DEFENDANTS’ SECOND AMENDED GROSS COMPLAINTTos anaes PLONGR AW LLP revenues from the exploitation ofthe Reserved Rights, Lito's representations were false. Tn truth, among other things, Lito knew at the time that he made these eresentatons that (a) Rose should not have rusted him; (2) did not have the ability to develop and produce a motion picture of this magnitude (having filed to do so over the last sateen years; () did not have the respect ofthe motion pictare community; () didnot have the clout to demand ashe did that he be the “hands on” producer ofthe motion picture; (6) was never able to develop a sreenpay forthe ‘motion picture for which be could obtain financing; (id not have the ability or intent to exploit ‘merchandising rights; (g) intended to hire his inexperienced daughter to write and produce the ‘motion picture and run the LLC; (h) did not intend to inform Rose about what he was doing on ‘behalf ofthe LLC; i) didnot intend to obtain Rose's, on behalf ofthe Trusts, consent to take actions on behalf ofthe LLC; and j) would use the LLC and his new found status asa co-owner ‘of the LLC and producer of an Hawaii Five-0 motion picture to benefithim in hs other endeavors such as raising money to finance other motion pictures owned by his ofr entities (by, among, ‘other things having the audacity o put the iconic “Hawaii Five-0” “wave” on his GLP business card). 25. Litto had yet another motive as part of his scheme which he kept secret ftom Rose during the negotiation ofthe LLC Operating Agreement. Litto now coatends in this action that the Trusts also transferred to the LLC: (a) the right —to the exclusion ofthe Trusts to negotiate ‘with CBS regarding modifications to the agreements between the Trusts’ and CBS, including, among other agreements, the 1974 CBS Amendment; and (b) the right 0 revenues from the exploitation of the Current Episodes. At the time of the nepotiation ofthe LLC Operating Agreement, Litto and GLP did not communicate this to Rose or the Trusts, who believed the opposite to be true, Le, that revenues from CBS’s production and exploitation of the Series (whether the original episodes from the 1960's and 1970's or new episodes lke the Current Episodes) were not being contributed to the LLC since they were not ireluded within the Reserved Rights awarded in the WGA Arbitration, Thus, ifthe Court Finds thatthe LLC Operating Agreement may be interpreted to have transferred any rightsin the Current Episodes to the LLC (wich was not the Trust” intention), the Trusts would only have done so under a =12- [DEFENDANTS SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP “ATTORNEYS AP LAW mistake of fact of which Cross-Defendants were aware (indeed, they apparently intended to do from the beginning by concealing this fact afaudulent manner from Rose), knew Rose was no aware, and failed to rectly atthe execution ofthe LLC Operating Agreement. 26, And, what did Litto and GLP contribute to the LLC to allegedly be entitled to 50% of these very valuable rights and control ~a mere valueless “option” toa screenplay for a motion picture based on the Series that was co-written by Litto and for which Litto wrongfully forced the ‘Trusts to pay, contrary tothe tems ofthe LLC Operating Agreement, 27, Regarding the right to revenues derived fiom the Current Bpisodes, the evidence ‘will focus on the interpretation ofthe LLC Operating Agreement and Litto'SIGLP's wrongfl actions in breach of his fiduciary duties to Rose and the Trusts. GLP, after having manipulated Rose into agreeing to transfer the Reserved Rights tothe LLC, now claims inthis action, years after the parties entered into the LLP Operating Agreement, that certain additional rights and revenues related to the Current Episodes were also transferred to the LLC. The Trusts contend that they never transferred any rights or revenues in the Current Episodes to the LLC. 28, The truths that there was never an intention by the Truss, express or implied, to transfer to the LLC anything other than the right to allow Litto to exploit the Reserved Rights (and, a will be shown, not in the manner in which Lito claims). What was actually transfered by the Trusts to the LLC is set forth in the fist sentence of Paragraph 2.2.A. of'the LLC (Operating Agreement, attached hereto as Exhibit “A” and incorporated herein by reference: First sentence: ‘Rose Trust and Leonard Trust shall jimly. contribute tothe ited winch Leonard Frecnan reained pursuant tothe Water's ‘Guild of America basic agreement when Leonard Freeman was ‘engaged, in January, 1966, by CBS to render writing services a5 memorialized under that certain agreement dated June 10, 1966 by ‘and between Leonard Freeman Productions and CBS.” Second sentence: “The rights transferred to Company hereunder shall include the Hat tg all revenues generate rom new tleison pralucion, ‘based on the Hawaii Five-O series, bat shall not include the past any revenues fom te -B- ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINT‘fas ANGEUIS PLONSKERLAWILP a 2 a 14 25 26 ” 28 explaitaion of any presiously produced Hawai Five-0 television productions 29. GLP cannot hang its claim regarding the Current Episodes on the transfer of the Reserved Rights in the frst sentence because all parties agree thatthe Reserved Rights do not include any revenues received by the Trusts from CBS in connection with the Current Episodes or any right to control the amendment ofthe Trusts’ agreements with CBS. Instead, GLP relies on a tortured interpretation ofthe second sentence of Paragraph 2.2.A. Bul, it is clea tat the second sentence did nothing to expand the rights being transferred, ie, the totality ofthe rights ‘transferred ~ the Reserved Rights ~ are identified inthe frst sentence and itis only the Reserved Rights that were transferred into the LLC by way of a Qutclaim agreement dated February 10, 2000, by CBS to the LLC. A true and correct copy ofthe Quitelaim is attached hereto as Exhibit “B" and incorporated herein by reference. The purpose ofthe second sentence was to state (1) what is included in Reserved Rights ~“[tJhe rights transferred to Company hereunder shall, include the rights to all revenues generated from new television productions, feature films, oF ancillary rights based on the Hawaii Five-O series..." and (2) what, more importantly, was not included in Reserved Rights~“‘but shall not include the rights to any revenues from the exploitation of any previously produced Hawaii Five-0 television productions.” “Reserved rights” are defined in article X12 of the 1960 Writer's Guild of America basic agreement, which provides the following: “With respeet to literary ‘material covered by this Paragraph A, Employee shall retain al rights (hereinafter referred to as the ‘reserved rights’) not expressly referred to in the preceding sections of tis Article, ‘elevision, theater television. radio, dramatic, theatrical film, publication Gneluding serialization) and merchandising righs, ad Producer shall have only the limited {interest in such reserved rights as is hereinafter set forth in this subparagraph 2 Nothing contained in the preceding senteace shall be construed so as to vest in any Employee any rights in the television film itself produced by Producer hereunder." (Emphasis added), 30. Given the definition of Reserved Rights quoted in the paragraph above, Paragraph 2.2.A. of the LLC Operating Agreement (quoted in paragraph 28) is reasonably susceptible to the ‘meaning imputed to it by Cross-Defendants, <4 DEFENDANTS" SECOND AMENDED CROSS COMPLAINTPLONSKER |, AW LLP “Avigneys AP LAW 31. Even more absurdly, GLP now claims in this action thatthe laguage tissue “al revenues generated from new television productions" - also gives the LLC ~ thats, Litto the Sight 1 (or not to) negotiate with CBS regarding the Truss ight under the ciginal CBS agreements from the 1960's and 1970's, i, GLP claims that since the LLC cid not approve of ‘he 2010 amendment to the CBS agreements regarding the exploitation ofthe Curent Episodes (2010 CBS Amendment), the Trusts ae liable tothe LLC for $20 million. It is his final piece of Litos scheme that isthe most galling in light ofthe expres prohibition inthe 1974 CBS ‘Amendment of Lito having any input into the amendment of the CBS agreements, 32, Thisis stil not the complete story... In aditon instead of complying with his obligations tothe Trusts unde the LLC Operating Agreement, Litto “hijacked” the LLC. Lito, when Rose was alive, and currently, teal the LLC solely as his company in dee violation of parapraph 4.1 ofthe LLC Operating Agreement which provides in pertinent part, that “GLP shall bein charge of day-to day management ofthe Company ... fan] shall provide the services of George Lit the principal sharebolder of GLP)... to perform such services. However, the final ‘decisions regarding the exploitation ofthe Company assets o he incurring of expenditures bythe Company in excess of $10,000 per year shall be made by those Members whe hold a majority of the Membership Interest" Because GLP and the Trusts each hold a 50% interest inthe LLC, GLP and Litto in his personal capacity as the person tasked with the sevice of managing the LLC, were required to seek and obtain the Trusts" approval in ny situation “regarding the exploitation ofthe Company assets or the incuring of expenditures by the Company in excess of £10,000 por year” GLP and Lit have cated this provision (and conscquenily Rose) at most san annoyance, and have ignored their obligations to communicate withthe Trusts and to have fall ansparency in their actions on behalf ofthe Trusts. In material breach ofthe LLC Operating ‘Agreement, among others things, Lito and GLP have: ‘entered into agreements with third parties without the Trusts’ Inowiedge or approval; b, hited Lito's inexperienced daughter; sis DEFENDANTS" SECOND AMENDED CROSS COMPLAINTTE ANEas PLONSKER LAW LLP ‘ATIORNES AF ¢. fled and refused to provide Freeman andthe Trusts with information about the busines ofthe LLC despite many requests, 4. usurped opportunites ofthe LLC for Lito's and his companies’ own benefit by causing his other companies (GLP, GLE and GLPies) to enter into agreements regarding sights owned bythe LLC, such as, but nt limited to, having fist GLE (rather than the LLC), and then GLP (rater thn the LLC), hire diferent screenwriters to write sept based onthe Reserved Rights; «failed to produce a motion picture based on the Series; filled and refused to exploit the merchandising rights owned by the LLC; hired Lito'sowm personal attomeys to represent the LLC against the Trusts; th refused timely provide Rose (or Bermstein) with ll ofthe LLC's books and records; 1. failed to employ his best efforts to exploit the LLC's rights; j.. used his other companies GLE and GLPics to conduct LLC related enrich those companies tothe detimentof the LLC; filed this ation on behalf ofthe LLC without the Trusts approval; and 1. perhaps, most egregiously, repeatedly and viciously harassed, threatened, abused, berated and attempted to extort Rose, her assistant and Bernstein to get ther bent his wil 33, Inadditon, Lito and GLP have encumbered the LLC with a$4 milion tumaround lien under the terms ofthe LLC’s agreements with Wamer Bros.; enriched himself and GLP under the terms of the Wamer Bros. agreement by having an “overhead” charge paid directly to GLP without paying any portion tothe Trusts, without accounting for it and, on information and belief, using it to pay for expenses unrelated tothe Hawaii Five-0 motion picture; and misrepresented that GLP owned rights inthe Series to benefit GLP tothe detriment ofthe 34, Litto has also abused his positions as both a member and the “day-to-day” ‘manager ofthe LLC by contacting CBS, without the Trusts knowledge or approval, to attempt 10 -16- DEFENDANTS" SECOND AMENDED CROSS COMPLAINTLaw PLONSKER |.AW LLP u 2 B 14 1s 16 7 18 19 20 21 2 23 24 25 26 a 28 interfere with the Trusts’ negotiations with CBS regarding th: exploitation of the Current Episodes. 35. By this action, the Trusts seek, among other things (1) the voiding of the LLC ‘Agreement so that the Reserved Rights are transferred back oo found to never have been ‘transfered tothe LLC; (2) alternatively, a declaration thatthe only rights transferred to the LLC ‘were the Reserved Rights andlor the reformation ofthe LLC Operating Agreement to reflect that those were the ony rights transferred; (3) a declaration thatthe Trusts did not transfer to the LLC any right to receive revenue in connection with the Current Episodes; () a declaration the LLC and/or GLP have no right to control the Trusts’ contractual relationship with CBS; (5) damages from Cross-Defendants for their improper actions and mismanagement; (6) to have GLP and Litto removed from the management ofthe LLC; (7) the appointment ofa receiver, and (8) damages ‘against GLE and GLPies for interference with the LLC Operating Agreement. 36. Bach of the causes of action alleged herein have been brought within the applicable statute of limitations either because the acts alleged occurred within the statutory time period andlor forthe following reasons: (a) the facts upon with the cause of action is based were discovered within the statutory time period and could not have been discovered sooner; (b) due to Litto’s threats, abuse and extortion, Rose was unable to exercise her and the Trusts’ legal rights by filing @ lawsuit against Cross-Defendants due to her fear ef retribution from Litt; andlor (c) to ensure fundamental practicality and faimess so that otherwise good faith litigants ~ the Trusts — are not prevented from having their day in cour. FIRST CAUSE OF ACTION reach of Fiduciary Duty (Agency and Oral Partnership Agreement) By The Trusts Against Cross-Defendants) 37, The Trusts re-allege and incorporate by reference each ofthe allegations in Paragraphs 1 through 36, above, as though flly et forth here 38 Beginning in or before 1974 and continuing watil and after 1997, Litto owed ‘fiduciary duties to Rose and the Trusts by reason of: (a) his representation of Rose and the Trusts as.talent agent and advisor/consultant and (b) his partnership with Rosefthe Trusts under the 217 DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP 'AVEORMEYS Ar LAW terms of the oral partnership agreement ~ the Litto/Freeman Partnership - that was entered in or about 1995, 39. Litto breached his fiduciary duties as sot forth above by advising the Trusts that it ‘asin the Trusts’ best interest to enter into the LLC Operating Agreement with Lito's company, GLP, and to, among other things: (a) agree to have the Trusts transfer to the LLC the valuable Reserved Rights, (b) agree that GLP would own 50% ofthe LLC instead of, for example, 49%, 50 thatthe Trusts could retain control ofthe LLC and the rights transferred to it, (¢) agree that GLP ‘would have the day to day contro ofthe LLC, (f) agree, if GLP is to be believed, to give up complete control ofthe LLC on Freeman's death, (e) agree that there would be no reversion of rights to the Trusts if Litto was not suecessfl in producing a motion picture based on the Series or if Litto materially breached the agreement, (f) agree thatthe contracting part tothe LLC Operating Agreement would be GLP so as to allow Litto to give contal of the LLC to his daughter, (g) agree, according to Litto, to transfer to the LLC revenues and rights regarding the Current Episodes, and (h) agree that ll that Litto/GLP had to transfer tothe LLC forall ofthese valuable rights was an option to an un-producible sereenplay, for which Litto foreed the Trusts to pay. 40. Litto further breached his fiduciary duties asset forth above by: 1) fraudulently concealing from the Trusts a the time that the LLC Operating Agreement was being negotiated that it was his intent to take 50% of the right to revenues derived from the exploitation of episodic television from the Trusts; and (2) fraudulently misrepresenting thatthe intent in forming the LLC was to make a motion picture based on the Series when in realty his intent was to take contol of Hawaii Five-0 to the detriment of the Trusts. 41. In October 2008, after the Trusts announced that they were in negotiations with CBS to enter into a deal regarding the Current Episodes, Litto/GLP for the first time took the position thatthe right to revenues derived from the exploitation of the Current Episodes was to be considered part of the LLC, 42, Asa direct and proximate result ofthe material and substantial breaches by Litto ofhis fiduciary duties, the Trusts have been damaged in an amount equal millions of dolla, -18- DEFENDANTS SECOND AMENDED CROSS COMPLAINTPLONSKER AW LLP os anes 2 B 4 15 16 v 18 19 20 21 2 23 24 25 26 27 8 the specific amount of which will be determined at trial, plus interest thereon atthe maximum legal rate 43. Further, the above-described conduet of Cross-Defendants, and each of them, was ‘willful ond intentional and done with oppression andlor mace, and was done with a conscious disregard of the Trusts’ and the LLC's rights and interests, such thatthe conduct warrants the imposition of punitive damages against Cross-Defendants, end each of them, ina sum appropriate to punish Cross-Defendants, and each of them, and to deterthem fiom engaging in future similar ‘misconduct, the actual sum subject to proof at the time of tal, The Trusts ate entitled to punitive damages in an amount sufficient to punish and make an example of Cross-Defendants forthe following reasons, among others: First, it was Litto’s goal al along to take away from the Trusts as many rights to Hawaii Five-O as he could get his hands on—tights which were never rightfully his. Litto's scheming, maneuvering, harassing, and bullying of Rose all served this goal and ‘evidence a malicious, oppressive and fraudulent mindset fem the very tart. ‘Thus, when Litto ‘maneuvered the Trusts into transferring the Reserved Rights into the LLC (while atthe same time transferring to the LLC only a valueless “option” to Litto’ sreenplay for which Lito forced the ‘Trusts to pay, with a eversionary right back to Litto), by making the false and fraudulent representations listed in paragraph 39 above, including, butnot limited to, tet it was inthe ‘Trusts “best interest” to enter into an LLC with GLP and tansfer the Reserved Rights therein, Litto consciously, knowingly, and wrongfully took those rights away from the Trusts with the ‘malicious and fraudulent intent of depriving them of their rights and lining his (and his company's) pockets. Litto knew at the time that these frauculent representations were made that his suggestions asa fiduciary were notin the Trusts’ best interest and would be a cruel and unjust ‘financial hardship for the Trust, Second, when GLP and Litto took the position tht the LLC ‘was entitled to the revenues from the Current Episodes, Lito and GLP acted fraudulently because they concealed this intent atthe time of the formation ofthe LLC, in that GLP and Lito only ‘communicated to the Trusts that the intent of forming the LLC was to make a motion picture ‘based on the Series, knowing full well thatthe Trusts would rely on this representation of intent ‘in deciding to from the LLC with GLP. Thus, Litto and GLP consciously and knowingly decided -19- ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSKER |, AW LLP ‘AvigRNEYS ARLAW TE ANAS ‘wrongfully to take 50% of the revenues from the Current Bpisodes away from the Trusts with the fraudulent and malicious intent of depriving the Trusts of these revenues. Litto and GLP knew that this was not in the Trusts’ best interest and would be a eruel and unjust financial hardship for the Trusts, In undertaking the actions described herein, among others, Litto and GLP evidenced that they harbored a malicious, oppressive, and fraudulent mindset ‘SECOND CAUSE OF ACTION (Breach of Contract (LLC Operating Agreement) By The Trusts and Derivatively on behalf of the LLC Against Cross-Defendants) 44, The Trusts re-allege and incorporate by reference each of the allegations in Paragraphs 1 through 43, above, as though fully set forth herein. 45. Onoor about May 29, 1997, the Trusts and G-P entered into the LLC Operating ‘Agreement 46. Pursuant to the terms ofthe LLC Operating Agreement, “the final decisions regarding the exploitation of the Company assets or the incurring of expenditures by the Company in excess of $10,000 per year shall be made by those Members who hold a majority of Membership interests." As the Trusts, collectively, and GLP each have a 50% membership interest in the LLC, the LLC Agreement provides that all final decisions regarding the ‘exploitation ofthe Company assets and all expenditures in exceze f'$10,000 per year require unanimous approval by both the Trusts and GLP. 47. Paragraph 4.1 of the LLC Agreement provides that GLP shall be in charge of the “day-to-day management of the Company,” and requites GLP to “use its bes efforts to arrange forthe exploitation of the Company assets.” 48. Paragraph 8.1 of the LLC Agreement requires the LLC to maintain “books of ‘account of the Company, in accordance with generally accepted accounting principles, consistently applied, and other records of the Compsny that reflect Company transactions [in the ‘manner of] businesses ofa like kind and character..." Paragraph 8.1 also requires that each LLC member have access to these books and records atthe Company's principal office during normal business hours, -20- DEFENDANTS" SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP -AYTORNEYS AF LAW. 49, Pursuant to paragraph 8.3 ofthe LLC Agreement tbe Members shall maintain the funds ofthe Company in one or more separate bank accounts in the name ofthe Company, and shall not permit the funds ofthe Company tobe comingled in any fashion withthe funds of any other person.” 50, On information and belief, GLP repeatedly and materially breached the LLC ‘Agreement by, among other things and in adition to that set forth above, engaging in the following conduct 4 Without obtaining Rose's consent, GLP andor Lito caused one of his other companies (GLE) to ener nto agreements with sreenviters Max Makowski Makowski"), Andria Lito and Christian Gudegast, among others, that cbigated the LLC to ilize their services and compeasate them. Making “final decisions regarding the exploitation of [LLC] asses” ‘without the Trusts knowledge or consent. These decision include, but ae not limited fo, those alleged above and also inciue:() entering into an agreement with it’s daughter to write a feature film based onthe Series; i) allegedly agreeing to provide his daughter with a writing credit on any motion picture based on the Series ii) filing o provide the Trusts with an opportunity to review and approve any script written by Makowski with espct toa motion picture based onthe Series (the “Makowski Script); () submitng the Makowski Serip to ‘Warner Bros. without Rose's prior approval; () submitting the Makowshi Script to Warmer Bros. under the name “George Litto Productions” rather than on behalf ofthe LLC; (i) autborizing ‘Warmer Bros. to incur substantial liabilities and obligations agains the feature fil sights inthe Series without ist obtaining Freeman's consent; (vi) conducting LLC business through other companies owned by Lito, namely GLP, GLE and GLPics, through which Lito andor GLP usurped corporate opportunites ofthe LLC; and (vi) ling the Complaint inthis ation. © GLP and Lito have failed to adequately perform the day-to-day management ofthe LLC, including but nt limited to fling and refusing to provide Rose and the Trusts with complete accesso the LLC's books and records and fling to apprise Rose and the Trusts ofall of ts actions on behalf of the LLC. -21- ‘DEFENDANTS SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP ‘AYRES Ar LAW 4, Without Plaintiffs’ knowledge or consent, GLP hired a least two of Litto’s personal attorneys to represent the LLC. ©. GLP has failed to employ its “best eforts to arrange for the exploitation of the [LLC] assets.” Infact, in its sixteen (16) years as a member and day-to-day manager of the LLC, GLP has failed to produce a feature film based on the Series, which was the parties” primary objective in entering into the LLC Agreement, Additionally, GLP has to date prevented the LLC from entering into any agreements regarding the merchandising ofthe Series. SI. The Trusts have performed all of their contrectual conditions, covenants and promises to Cross-Defendants, except those that have been waived, excused or prevented by (Cross-Defendants' actions or omissions. 52 Asadirect and proximate result ofthe material and substantial breaches of contract, the Trusts have been damaged in an amount equalto millions of dollars, the specific amount of which will be determined at til, plus interest thereon at the maximum legal rate ‘THIRD CAUSE OF ACTION (Breach of the Implied Covenant of Good Faith and Fair Dealing (LLC Operating. Agreement) By The Trusts and Derivatively on behalf of the LLC Against Cross-Defendaats) 53, The Trusts re-allege and incorporate by reference each ofthe allegations in Paragraphs 1 through $2, above, as though fully et forth herein, 54, ‘The LLC Operating Agreement contains a covenant implied by law that Cross- Defendants, and each of them, will act toward the Trusts in good faith and with fair dealing. 55. ‘The implied covenant of good faith and far dealing imposes upon Cross- Defendants, and each of them, the duty not to take any action with the motive to frustrate the ‘Trusts exercise of ts rights under the LLC Operating Agreement. The Trusts allege that Cross- Defendants, and each of them, in doing the ats alleged herein, even ifnot a direct breach ofthe contractual language, have breached the covenant of good fath and fair dealing implied inthe LLC Operating Agreement in that Cross-Defendants, in bac faith and with a motive to intentionally frustrate the Trusts’ actual benefits to which the Trusts were entitled under the terms 222+ DEFENDANTS” SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP wae of the LLC Operating Agreement, have perpetrated the above-described acts and omissions, and through their bad faith willful acts of, among other things, fling to seek and obtain approval from the Trusts for actions taken by GLP and Litto relating tothe exploitation of LLC assets, failing to exploit the Reserved Rights by deliberately withholding approval fo enter into certain third party agreements rezarding the exploitation of LLC asses, and taking actions on the pretense that they possess the rights tothe Current Episodes (such as, but not limited to, filing this action), have prevented the Trusts from gaining the benefit oftheir bargain, 56. Asadiect and proximate result of the material and substantial breaches of | ‘contract, the Trusts have been damaged in an amount equal to millions of dollar, the specific ‘amount of which will be determined at trial, plus interest thereon at the maximum legal rate FOURTH CAUSE OF ACTION (Breach of Fiduciary Dutv By The Trusts and Derivatively on behalf of the LLC Against Cross-Defendanis) ST. The Trusts re-allege and incorporate by reference each ofthe allegations in Paragraphs 1 through $4, above, as though flly set forth herein, 58. GLP isa member and manager of the LLC. Litto, through GLP, isa manager of the LLC. Pursuant to, among other things, California law and California Corporations Code sections 16404, 16405, 17005, and 17153, Cross-Defendants owe fiduciary duties both tothe LLC and to all members of the LLC, including the Trusts, 59. The actions set forth above were carried out by Cross-Defendants, and each action sé by both Litto and GLP in their capacities as fiduciaries ofthe LLC. By way ofeach of the actions enumerated above, Cross-Defendants have alleged therein was either performed or author ‘breached their fiduciary duties to the Trusts and the LLC. 60, Infurther breach oftheir Fiduciary duties, Cross-Defendants, among other things in audition tothe actions alleged above: took affirmative ations to exclude the Trost from the stion and operations ofthe LLC, including, but not limited to, excluding the Trost from LLC meetings, and filing the Complaint inthis action putatively on behalf ofthe LLC (of which the Trusts own =23- ‘DEFENDANTS’ SEDOND AMENDED CROSS COMPLAINT1 2 b 14 1s 16 7 18 19 20 a 2 2 m4 26 2 28 50%) without consulting the Trusts to the detriment ofthe Trusts as members of the LLC. entered into agreements with or retained third parties without consulting the Trusts or seeking their approval. ©. harassed and abused Freeman with the goal of exerting undue influence ‘upon her. 4. claimed that they are entitled to 50% of the revenues from the Current Episodes. 61. Asadirect and proximate result ofthe material and substantial breaches by Cross- Defendants oftheir fiduciary duties, the Trusts have been damaged in an amount equal to millions of dollars, the specific amount of which wil be determined at trial, plus interest thereon atthe ‘maximum legal rate, 62. Further, the above-described conduct of Cross-Defendants, and ezch of them, was Willful and intentional and done with oppression, malice, and/or fraud, and was done with a conscious disregard ofthe Trusts’ and the LLC's rights and interests, suc thatthe conduct ‘warrants the imposition of punitive damages against Cross-Defendants, and each of them, ina ‘sum approprite to punish Cross-Defendants, and each of them, and to deter them from engaging, in future similar misconduct, the actual sum subject to proof at the time of trial. The Trusts are entitled to punitive damages in an amount sufficient to punish and make an example of Cross- Defendants forthe following reasons among others: First, when Litto and GLP took affirmative actions to exclude the Trusts from the actions and operations ofthe LLC, Litto and GLP acted fraudulently because they represented that all their actions were in the best interest of the LL (and the Trusts) knowing full wel that the Trusts were relying on these representations which Litto and GLP knew tobe false. Thus, Litto and GLP consciously and knowingly wrongfully ‘ook from the Trusts the rights thatthe Trusts had under the LLC Operating Agreement with the ‘fraudulent and malicious intent of depriving the Trusts of ther rights and lining Litto’s and GLP's pockets instead. Litto and GLP knew that this was notin the Trusts’ best interest and would be a cruel and unjust financial hardship forthe Trusts, Second, when GLP and Litto recently took the position thatthe LLC was entitled tothe revenues from the Current Episodes, Litto and GLP =24- DEFENDANTS" SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP enna acted fraudulently because they concealed this intent atthe time ofthe formation of the LLC, in that GLP and Lito only communicated tothe Trusts that the intent of forming the LLC was ‘make a motion picture based on the Series, knowing full well that the Trusts would rely on this representation of intent in deciding to from the LLC with GLP. Thus, Litto and GLP consciously and knowingly decided wrongfully to take 50% of the revenves from the Current Episodes avay from the Trusts wit the fraudulent and malicious intent of depriving the Trusts of these revenues. Litto and GLP knew that this was not in the Trusts’ best interest and would be a eruel and unjust financial hardship forthe Trusts. In undertaking the actions described herein, among others Litto ‘and GLP evidenced that they harbored a malicious, oppressive, and fraudulent mindset. FIFTH CAUSE OF ACTION Fs ‘The Trusts Against Cross-Defendants) 63. The Trusts re-allege and incorporate by reference each of the allegations in Paragraphs 1 through 62, above, as though fully set forth herein. 64. Beginning in or about 1996 and continuing through the execution ofthe Operating Agreement, Litt, on behalf of himself and GLP, at atime that he owed a fiduciary duty to, end ‘was ina confidential relationship with, the Trusts made the following fraudulent representations and omissions to Rose, who was acting on behalf ofthe Trusts: That it was in Rose's and Trusts’ “best interest” for them to enter into the LLC Operating Agreement with GLP; 'b, That it was in Rose's and Trusts’ “best imterest” for them to transfer 100% ofthe Reserved Rights into the LLC (and thus allow GLP to take 50% of such right); That he (Lito), had the ability to develop and produce « motion picture based on the Series; 4. That the purpose of forming the LLC was to develop and produce a motion picture based on the Series; ©. Omitting to state thatthe formation ofthe LLC had anything to do with transfer of | revenues from CBS fom CBS's production of episodes of Hawaii Five-0;, £. Omitting to state thatthe use ofthe words in the Operating Agreement “new 225- ‘DEFENDANTS SECOND AMENDED CROSS COMPLAINTPLONSKER LanLAr 2 B “4 1s 6 ” 18 0 2» 2 2 a 4 25 26 n 8 television productions” included new episodes of 150 produced by CBS; fg. Thathe possested th knowledge and sil act a the day-o-day manager othe Lc; 1. That would inform Rose and Trusts ofall operations ofthe LLC and keep them “in the loop” regarting his ongoing attempts to exploit the Reserved Rights; iL That he would be able to maximize the revenues fom the exploitation ofthe Reserved Rights 65. These representations and omissions were fale and Litto knew them tobe false and fraudulent because Lito knew a the time that he made these representations that: (a) Rose should not have rusted him because he fully intended to take 50% of the Reserved Rights away fiom Rose and Trusts without giving anything in return; (b) twas notin Rose's and the Trust's best intrest ocnter into the LLC Operating Agreement because the Truss would be giving away vights intend of granting the right to option the Reserved Right (and thus relinquishing 50% of the Reserved Right regardless of whether a motion picture based onthe Series was ever made); (©) it was not in Rose's and the Trusts best interest to enter into the LLC Operating Agreement because the Trusts would be relinquishing control of 100% ofthe Reserved Rights (according to ity (@ he didnot have the ability to develop and produce a motion picture of this magnitude because he id not, and never has had, the respect ofthe motion picture community; (ee did not have the clout to demand, as he did tht he be the “hands on” producer ofthe motion pictur; () he intended o hire his inexperienced daughter to write and produce the motion pictur and run the LLC; (g) he id not intend to inform Rose about what he was doing on behalf ofthe LLC; (h) he didnot intend to obtain Rose's, on behalf ofthe Truss, consent to take actions on behalf ofthe LLC; and () he seerely intended to take the position that based onthe language ofthe Operating ‘Agreement, the Truss transfered tothe LLC, revenues due tthe Truss from CBS's production of new episodes of Hawaii Five. 66, If Rose had known the intentions of GLPYLito as stated in the paragraph above, she would never have entre into an LLC with GLP/Lito under any circumstance. 67, Rose, on behalf ofthe Truss, reasonably and justifiably relied on Ltto's false and 26 ‘DEFENDANTS’ SECOND AMENDED CROSS COMPLAINTPLONSKER LAW LLP fraudulent representations and omissions due tothe position of trust and confidence that she had placed him in and due to her fear of Litto andthe consequences of her disagreeing with him. 68. Asa direct and proximate result of Cross-Defendants” fraud, the Trusts have been ‘damaged in an amount equal to millions of dollar, the specific amount of which will be determined at trial, plus interest thereon atthe maximum legl rate. 69. Further, the above-described conduct of CrossDefendants, and each of them, was willful and intentional and done with oppression and/or malice, and was done with a conscious disregard ofthe Trusts’ and the LLC’ rights and interests, such that the conduct warrants the imposition of punitive damages against Cross-Defendants, ad each of them, ina sum appropriate to punish Cross-Defendants, and each of them, and to deter them from engaging in future similar misconduct, the actual sum subject to proof at the time of rel. The Trusts are entitled to punitive Interests Adlonal Members wil paricipate in the management "Net Profi’, "Net Losses" (os such terms are defined in Section 51), and dstrbuton ofthe Company on such terms as ate determined bythe Members 32. Payments to Members. Exept a specie inthis Ageement, no Member or person ot entiy cantolied by, cntraling or under common contol with the Member (each such petson or entity i haten referred fo as en Aft’) nite to remuneration for sevies rendered at goods provided tothe Company. omer the Company shall reimburse the Members and thie Altes for, ‘orgeizatonal expenses (ineluding, withoot limitation, legal and stoning fs and ‘ai incurred fo form the Company and prepace the Aviles and tis Agement, nmicuR MANAGEMENT AND CONTROL OF THE COMPANY 41, Management nd overs, Unless otherwise provided herein, ead Mente shal! have ful complete and exclusive authority, power, and disereton ‘manage and ontrl the business, propery and affairs of the Company, to make al Hecisins regarding those mates an to peeforn any an il thera or activiee customary a incident toute management ofthe Company's busines, propery and slurs. GLP shall be in charge of day-to-day management ofthe Company, and GLP shal use its best etfors to arrange forthe exploitation of the Company asses GLP shall provide the services of George Lita (the principal shareholder of GLP), ono norvexcisive bass, to perform suc services. However the Rial dione regarding the exploitation of the Company assets othe incurring of expendites by he Company in excess of $1000 per year shall be made By those Merrbers who hld 2 majriy ofthe Membership Interests [Notwithstanding the foregaing, inthe event that Geowge Lit is incapactated or deceased, then Rose ust and Leonard Trust shall have the sole right {fo manage the Company's business. In the event Rove Freeman (the poncipl beneficiary of Rose Trust and Leonaed Tru is incapaitted or deceased, then GLP shall have the sleight 19 manage the Company business. In the event that bol aGeorge Lito and Kase Freeman are incapacated or deceased, then these Members ‘sho hold a majority ofthe Membership interests shall determine who shal mavage the Company Business. 4a na} No annual or gular meting ofthe Menbers are seq to bel However if such meetnge ne held, such meetings hal ote eld and conducted pursuant the Ac. In ty stance in eek the pporl of the Menten eqied under hs Agrees, such april ay be Beane in any manner permits by the Al. ness eerwse previ ne Agreement, approval ofthe Members shall mean the approval fener who nll 3 Imaory ofthe Membership Interest 43 Devotion of Tune. Subject o Section 41 hereof, each Member shal devete whatever tine oF efort a5 he or she deem eppropnae forthe furtherance of the Company's busines. 44 Competing Astiviies. The Members and heir Alflintes may engage or invest in any actly, ineluding without imtatonthage that might bein leet indirect competion withthe Company. Neither the Company ror any Member shall Ihave any eight in orto such ether activities ort the fncome or proceeds derived therefcom. No Member shall be abigated to present any investnent epportunty to the Company, ever ifthe opportunity is ofthe eharacte tha. if presented fo the Company, could be taken by the Company. Each Meme shall have the righ o hold ny investment opportunity fo hie or er own account or lo recommend Seen ‘opportunity to persons other than the Company. Members aid their Ailes may. ‘own andlor mange other busnese, including businesses that may compete wit de Company and forthe Menbors time. Each Member hereby waives any and al gh And clims which he or she may otherwise have against the other Members and ther ‘Affliates as 2 result of any of sch activites aamcu v ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS 51. _Delinivous. When used in this Agreement, the flowing tras shall have the meanings et forth below: "Adjusted Capital Deficit” means, with respect ta any Member the deficit. blanc, if any, in sueh Members capital account as ofthe end of the relevant fea), yeas lter giving efet tothe flowing adjustments Credit to such capital account any amounts which uch ‘Member is obligated fo restore pursuant to any provision of this, ‘Agreement or is deemed to be diated to restore purusnt tothe Penultimate sentences of Regulations Sections 1704-23) and 170 28) aneDebit to such capital account the items described in Sections 1704-1), and 1706(eNRNGN ENE of the Regulations ‘The foregoing definition of Adjusted Capital Defi is intended to comaly with ‘he provisions of Section 17061(6)@}i)(2) of the Reyulaene and shall be interpreted consistently therewith, “Cade” means the Internal Revenue Code of 1565 a8 amend fom tine to time (or any conesponding provisions of succeeding la}. 1 7 has the meaning st ft in Section 1.708. 20) of the Regulations "Noncecourse Lnbiliy” has the meaning set forth in Section 1.704203) ofthe Regulations. "Member Nonzecourse Debt’ has the meaning se forth in Section 1.78 20 af the Regulations Nonrecourse Debt Minimum Gai means an amount, with ‘Member respect n each Mumber Nonreourse Debt equal the Company Minimuin Gain that ‘would rsulei such Member Nonescourse Debt were ieted ora Noneecoure abil, determined in ecordance with Seton 1704-26K9) of the Regulations “Member Nonsecouse Deduetons” has the mesning et forth in Sections 1.70421) and 1.704-26)2} ofthe Regulston, “Company Minimum Gai has the meaning set fh in Sections 1704. 2(02) and 1.70820) of the Regulations. “Regulations” means the Income Tix Regulations, including Temporary lations, promulgated under the Code, as such regulations may be smended foe Re finding crrespontiing provilons of seeding rulotions). tequlatons shall mean the final or temporary regulations that have been issued by re US. Department of Teasury pueuant fils uthorly under the Code, and any Successor regulations. 52 Allocations of Net Poft and Net Los, A NetLoss. Except as otherwise provided hectin, Net Lass (including any tosses resulting from Nonvecourse Deductions) shall be allocated 1 the Memibersin proportion to ther Membership Interest. Notothtanding the previous sentence, los allocations to a Member shall be made only tthe ete that such loss allocations will not create a deficit Capital Account balance fr that Member in excess fan amount, if any, qual to such Member's share of Company Minimum Cain that ‘would be realized on 2 foreclosure ofthe Company's property. Any loss nat alocted stoa Member because f the foregoing provision shal be allocate lo the other Memers (othe extent the ather Members arena ite in respec a te lication flues une this Section 524), Any loss realoeated under this Section 524 shal te taken into account in computing subsequent allocations of ince and lestes pustunt to this Antic V so tat the netemount of any item so located and the income snd losses alcated to each Member pursuant to tis Arte Vf the extent poste, sa ‘be equal othe net amount that would have been allocated to each such Member ‘pursuant to this Anile Vif na realloation of ioses had occured under this Section 524 Bet Prot. xcept as otherwise provided hein, Net Poft shall ‘be allocated tothe Members in proparon to theie Membership Tntrets 53 Special Allocations. Notwithstanding Section 52, A. Minis cgi Uxcept as otherwise provided in Seation 1701.29 of the Regulations, theresa net decrease in Company Niu tin during any fiscal year, each Member shall be spcialyallaated its of Company tome and gun for such Beal year (endif necessary subsequent fscal year) in an amount equal to such Members share a the el derese in Company ‘Minimum Gain, determined in accordance with Regulations Section 1708219), Allocations pursuant 1a the previous sentence shall be made in proportion te the "espetve amiounts require tobe allcted to exch Member and pursuant thereto ‘Tae items to beso allocated shall be determined in acordance with Secions 170% 20(6) snd 1.704)) ofthe Regulavons. This Section SA is intended to comply ith the minimum gain chargeback reguirement in Seton 1.704-2() of the Regulafons ane shall be interpreted consistent these, 8. nlmum Gain Chargeback. Rxcept 2 otherwise provided in Section 170¢-20() ofthe Regulation, ther isa et decree a ‘Member Nonrecourse Debt Minimum Gain attributable ta Member Nongecourse Debt during any Company fiscal yer, cach Member who has a share of the Mem bec [Noncecourse Debt Minimum Gain atibutbl fo euch Member Nonecourse Debt, supplied fo Vier by or on beta of Produce’ of materia In tbe pubic ora), Ghote bea of Wire and Lanars nowtegge (essa tat hich Wer are ‘Lender suld know wth reascnabie digonce) enol defame, ing, F volte tho Fights of privacy, or ter rights of any tid pay, and (othe best of We’s and Lender's knowsdge retaing ta which Wer and Lender shou know ith ‘reasonable digence) ae not the subject of any tigation or any claim hat might ave oto ligation. Wer and Lender hreby corny Producer, beansoos, and ‘asdans aint any loss, cost, or damage (including reasonable ouside tore fes) {raig cut of or connection with any breach a ary of tho sforesaid represertaions, ‘warati, or agreements. Wite and Lender agree to execute such documents ae a Faasonabo opportu oFevlew and regain good fh and do euch oor acs ard ‘deeds consistnt herein as maybe reasonably required by Producer (or Producers lcensoes and aesgns) tourer evidence or efectuate Producer's ghshereunde. ‘0422.04 ° onsProducer sal prove Wier and Lender wy copes of al uch exscuted documents Preder represents and warrants hat ro cone approval i requed om any other person or ent for Prosucs lo enfor io theAgreamert. Prodicor shal ndorewy and ‘SelendViror and Lender against aloes, cost, or age (nuda ressonabe ‘Outs stomeye fees) arting out of arin cornocton wy any breach of any of Producers reposentaon,waranies, ag covenants Wile and Lande easing {rom the developer, precucfondstbuton anor oterexlotaton of he Pius oF ‘my element hereto the Proceeds, but ot tho exist thal Ws at Lend ‘hove inert des nt apply and such dams do ol ase rom the gross negligence ‘titer or Lander. ‘ts agreed tat Wr aed Lender's conieraton forthe Proceed ticki inthe Campeneaton hereunder Wr and Lancer (n Wire's and Lendo’ own banal an ‘nbehalfof Wars and Lenders respective hel, executors, ministre and [Sscgns) de hereby trevecelyasign i Producer perpetual ret and lending "ghts under natoal lve (whether implanted purer ob EC Renal and Landing Fights Drecive or there} to which iter or Lender may new be er rear ‘bocome end wh respect othe Process ancor tne Petr andor any dervatve ‘works derved tort. Wer and Lender age (and Writ’ and Lena's oun ‘ea and on behat of thor el, execuos, aranistlrs and asin) nto Irae, support matin or sure rey or ndrecty any ligeton or prececdnge Ineltvted or malriined onthe ground that Produca’ (tts designen) exercise of he Fights ranted Producar Into Proceeds ore Pure any way costes an Infingernant or vlan a ry auch renal orang gt as lores. Wire and Longer here ackowteige at ho consideraon to which Lender end Wier are nti Includes consideration forte acirment of renal ad encng rights provided {er hrein ond ta sel covaleraton san adocuats pat of te revenues cored 10 be erved om sald igh, Produoer may assign raster, icense, delegate andor grant tor any patos Hoh, Dtvloge ard propels hereunder o ary person or ery. such assent sh ‘ring toa major or min-aler maton ploure company, US. leven notwork, ‘ober enty of sma subtata rancia veourees who accapts such aesgnient and ‘Sssures al of Prosutersdbigntons nwt, an Peso’ shai be rte a ‘blgatons hereunder. This Agreement sallb binding upon and sha ure to he Benefit oft partes hereto and bel respective hel, ewecuors, administers, ‘successors and aeign INWITNESS WHEREOF, the paris have signed the Create as of sence Alp lL» Zp Ls of Joes awnse llEXHIBIT DPage of Lawronce Kopeikin rom Lawenee Kopin te “Tanna anghon Che Bessoursn ce: “Gono ite ate Subject M50 Atachmants: 080-02 Hawal Fh.0 Wear Ror: 801 02- al Fe. Wier Ago ached ttn arsine a cna ero oft shod nfl conch. Lem koa have sy Commons a qustens ena hl Beane pt et capes he Cae varsin at ana al och ‘ages rear es ome. Nott ons of you needs son ene company page 9 ten ot odo sgn atta vry ne ab habcdos on ge 2S enero com‘WAITER MEMORANDUM OF AGREEMENT ‘Tir Menenedun of Agartala”) eds of Fey 200 fate est ‘pumas berrene GEORGE L170 FRODUCTIONS ING. Chose) not td OUT OF EXILE ‘las (ander ore eer TAN LANGHAM AND CHRIS HESSOUNIAN elec "het tension th pence nie eased "HAWAIL FIVE-O" Fenestra ope 1A URDEBLYING PROPERTY. The "Uneriing Prope) ace ler es “Ba vo tated ek En 0 cna ny ox eed Wary Pee 1. CONDITIONS PRECEDENT. Pouca har barnter mena towns “ovine Pest a) Reber tol it Aste edb Ln id We 2 RNGAGEDMENT, tenes ash Profi wig ees Wer, Lr al ese Wc ce ser asec crt tved oon Unsching Popry parm oan tbe ‘vy dpm Potue Water rv abe am acne tig emtng bese) ‘Meese Wrath ad my prac fe Wrst 5. SOL-UEBONUS tPratereues om epee den ihe so ti oa ‘se nit Pte en eur erator ms oped ests Wes ‘Sansa var al py renae bp i aroS5050 jy een Poco ot went en ea rou ps Wine econo sore, Pomieponpy andi sme tacos {6 CREDIT wig enh Pee we eid ys WOA A te ate ig ‘aie rt ede cacy, at st eed my ni fe pee ao prec raya be ara Wi sal joes seen cae epee a enle esters ey parent! oltre. Noor meet ‘er comply win Panga sry lly sp al coe ach he Pret riod Wie slp ee apse nylon ea of en ocean deal sc le, re apes ener esc ata, eccnding bl ee doco eve wag sepsis nse hms nee 2. GRAY OF RIGHTS Thee we pend Wee bt eee nt soe rect CELE alia weaken payee ee ‘ienag wast at per ia ear pet bel ne riage Taree enya rye Sen spin (tower Senses ol oon pen ri i ein, Sil eric, ce ‘GaSe ence fo" anise sy cpr reece co RO COS mbm pce) a sont ‘say Stree a we ee yee en ‘esplcalong meg et afin cy ony oi an ee ‘stay seat astmeteettmets Per et Nwraes oo ‘Saeco or reno enes sons ee Were ehed 801-02 1 ersoO ‘monty srg Paso, ppt al it vn ih Going i of {Spy a Ge Pees rr in doce srry scold avi 2 ‘oct nome sng eee oad ede hav ee ray (ea Ne “pn ih) nt Win niu derby pt td cury oreo echo ‘Epotuton Rha romeo Porat wae sn a basy savy ew nga (1 etetony, ae) 0) os) a eles, (ead el. ‘Srna Sern ann, ton pre tener" ans et ae ‘an larity sane we vpn be tr, ew eae epsoreer eg ‘choca Won atte tn dehy pat endcomey rsa my a opr hon ‘Byline wipe rece rer ay eee or ora eh ih pe ‘eo ete tow ai i Be eae mre kt prey nd (Segoe me, ae Se Rotana mma eee era one ae cae ‘Wier ysl a enya allel mel 5, REPRESENTATIONS $4 WARRANTIES Wee a Lede epee ad wae iat) ‘nde an Wr etl ole pon etry nar ns th Ape rae pt ‘gor Gtr lis y Weer yoga Ws hr np. ora ‘ue uorpened a fcc nd mal pred Wie by on a det [ein ttn ee a ese eee cae ‘rte css Bt Sire es Oeten ory cng ihe pd ara {Gite tee after seat Wee's novi (a ihe md er chal tv we ‘reno raaopcee) be aca of tet Dea dot mt ie be ia eyo ‘roma ier dane ot oro mn osu obs een poo ony Por ‘pas ws ha 2 eo rapa Eonar ro os) oA! ‘Torr rds ebans trout Tou Sal only no Le Wert Ico cma ching aso ntsc fe rng otaf rac nes ‘fayetfrae’s orecttoes mont, ovemt 0 Wit ae ome evap ‘ein Sorts er ote pas ef eo my ere ea oe ert {cae Gosot ote a got igen Wore fone wen ftrrs ea ena' ‘Spence sn were ice si Wr al deel Proc pat yo eat (Gioia menos yy’) carte curio oi my becca ofa ‘Sern, rare tol ote Pode be Aes ‘event fay beh my lege ech of ic Apeemet by rd, ect rity lb ervey cl moe sn ny eae ‘anno shal Ln Were ight neds ys sn rr ‘Seaforth een diene enn be ae ete and prea of Ware Seve teune Waters sve oe an nan = eet fects Wer, ‘ieee ok ep leis ay oe der ah Fc mye 10 NO OBIIGATION 70 USE, Prin ns plo dean, peda eer lo te ite deemed a aims he etlpmen rita Sentero fe ‘iE ay enn). eons warar erat roma ct doo posaca dass op ‘eae ert ease sae) Moar hat peso eth ener ini einer of Wee tec {Se ny ey al wen by Wie Proter y(n ie) at gesestay in etn Pdr rng pes pro mh any ad al py nts Ws xt pot "ie Noting te hal lee Port Sige oa ems eet ots Aart 2, asetenans rots ya en ae a ne nal oye igs pvinps nl operon ny pero cr ey. auch wpe wig ret ‘nicer notes prt conpny Us lero rarer sty osc mbm aes ‘ran asp gae n me a odee npes es Modereb ied isinn ter mth ey er suiganen Pome ne semaly ale ‘Ayugament bein ting. This Apres sl being Upon td alae oe tee onn-02 2let bens nd a rape i, nets, aise, ec s.r nolan ‘Eirwaerr vn Lett of pc ted wrath nto, ‘ta inn sp re or any ore ure ny So be 2, NAMILANDLIMENESS, eco ren revue ihe Wit ane, sve at gp bgp orn como be ren ee ‘rsd of Wn wen bes Up ste pee Rose, Wer al pn rdw roel paps moe ime We. 13, WGA, Ts Aguas street utc fe WO a tn oe a he WO do spy, Noting Smging, Mare Salted hve cused he mam gi cate ire enemy poe WA 14, HVTIRE AGREEMIRNT. Ti Areenoms hee Agee he ai, ed cot ‘enifel orsamd not wig sg ye pty we cup Ths Ape al be nr ‘She icerc he wf e sef Cai opn s oarack made yp’ ‘Sle tach yc apor atau tas Agnernt ay avd pony pomscor ‘peso (eto a acc e Apne. Ti Apne hl ang upon a eo ‘Gato nar Wars andrmser spain omsny anos ta i 1S. CONELICE WAIVER: Fase Wie rb of anrece Kein ew Sm Mors Yor anes aK esi 8 Kt fe F). Ponsand it each el ‘eyes eol Fen en scion wl ar Agee oa ty oer penne tno ‘ging ar Agron Kops ane Pepa of apse moe. ‘Eisenia opr a enn on net ‘Seva he Caen Rls roan Crt nig co sa pen itor ue 3.210 (Coe Cab Rae Pfeoa Cota eit tee, pie afes: “A oral notte ned es cose fh cet (0) Acep open of er ino in er wh ate of hc pty aio (2) Accept cine repaint hn oe let matin wich etn ete semlyatnor "6) Repent etna aterm sane i gua wet ait evo eeaty wn oun eet mae see eet inthe tar” ‘Thapar deers Wry te ml ot at i (Daven aid ‘Atrmun at prs hve la fares wih net come renga meee ‘ieee ek tavern ine al spi i Aes [Bx WITESS WHEREDF, hepa Dave sg ts Agent af a fit wis bras, our orem. mns ‘Geonce LIrT0 PRODUCTIONS inser) Freese) yy. oa0-g2 ya nm 2 sin io Wie wcrc Wi a iy gee tel ef Ue cs, nema an arate area a pene peor air re fi ei ‘Sorbo i mde ot Wren odo, Wier apes ue Posse Sa ar ‘Se sigar ane Wr Peters pnt Lie, We al oak ly at al epeton. ‘Efal an ies aupoae pete wa Later ener stcoe or sneer es ‘ey then Pua Sale deel ied ie pretend TARNKURGERE Wer) RISTRESSOUNTANT ann. 4 omEXHIBIT ESe SERED ronan ee vce ee wt ons! Ete ye eens nate Puglisi Saag Lat a aoe, a Stnioce) se Bitee taaggoéan, to tsch tanise’ tecnaet or ee") TEE bat eeu heroes}? sr coe panned ed Rawnatat reat oad SSCEEES rapaeear Meat cet Bae stout tay an Saceye 4 ‘eceated 4,05, MESSE ba'agene an bender (Oe “Hocking Se cestansT cuciey Aare, caps Selie vishley Se oot inae peep Ey aes SESE terme EXHIBIT A, 4a ot May 2 399 EXHIBIT A 5B._ TME certain agreonent between GLP and NIA dated Decesber 16, 395% relating £0 certain soligactone with Eeference (0 the Conitnant Latter and ehe tere sheet dated Becenber 25, 1882 (che "Term Sheets) (eho *GL5/MEa olzect OSiigation tenorandne) - P. that certain agreement between GLP and NIA dated Decenber 16, 1997 relating to che provisions of the Becta Expense Policy” (che *Norking Capieal Facility Finanefal greenent*1) and sana ztasen ta ta eg are sorelag hE BEERS Fie tone RE MFtaqeate roterred to t0.8, and o are Agreement fant 2 M1 vords and terms used in thts agreement shall dave ene tansnge, Seblagdin’ che ‘credit Agreesses, utlone Ctherwise provided in thie agrecnent In Light of the contemplation of nore formal agreenent sghyelty ESMEoS blast tber' of ola elton sects Sbiigatlon womgrandun, ehe partien bareto, for good and Naludble consideration, agree a1 follower 2. ths agresnent de intended to have affect only a8 beewoea ot on the one hand, and Insurere, on the other funds ae ehele interests appear, Jt is intended Subrogation’ section of the Sxere mrpense Poltey (te thelr: invereste appear) GLP agrees to perform ite ebligations under EXHIBIT A, 6hss Res UE caesarean ct teriin gras eeattsy Ste or an Sees Sere lee onetecee ce gbitg Ct Sele eo See eee an feat eutegeret an tga eo, ERG paler ASSES cur ee SLR RE AREGES NgrERY oveace amt nares etch the Eeelt gense Policy ane the Mester voliey. eceat2 age, e7ENE EMME Tnmarere ave, gubromnzed under, the E"agrsenantey insurers, tgree that GLP (or ite spec Faspoce Wubeiaiaries cr agtilfeces) thelibe and remain ch SreTaaligyletowe Siaisation at Guat ieying Fletures pursuant "vithoue Timtee igeures pursuant fo the Gedit Agreements (collectively referred to herein as WGeoduce')-‘obe and its Subsidiaries and Affiiiacae ehall ‘enain the absslute and sole ovners in-perpetuity of ali wich eoduce'ss betvewn OEP, ite Aftiiiaces and’ subeidiert The one bands and MA dnd the otber- Insurers, on the other, Banas “AEA aid the Insurers Rereby ‘confizw chat alt of thelr TIGRE, Cutie and iorerest ghall be eubjece and. subordinate to the péserity and “of Obligactone under the credit. sts ind Eohibita and Pundaneneel Documents pUrAvAn Co 'and rubject and subordinace to the security interest nt ctber interaece of Chase aad che Lencera Ae between Gur, ite Affitiaten and Subsidiaries, on Che one band, and 400 end the other Insurers, on the other Riar"Gub ite Arciitares and Subsidiaries ebail have che Sole; free end ontectered right to sel, iicense, and Sthetete meee til sock Brotoet aaa ait ‘herein Gnd" orb's, and its Subsidiaries” and Affiliates’ Fights end herein 3. GU shall be entitied co retain or receive the spre-téen PayotE Share’ ae defined in and, in accordance vith fhe Grecie end Security Agresnent, includiag without TRLUESEioS the acncdefecrea saloe tee in che amount of 7.5% SE aloe roceade Fron ait gourcee tegemly reelveg > SE on bebsif.of GU? ov ive Afeliiates with reapect ro the Siplottetion of the Qualifying Pictures outside of the United ‘Stieee cna cama EXHIBITA 7AWA Reassurance, eA. Ae of May 24, 3599 tages 4, Subject £0 cha full pertormance of thete gblagations pursuant tothe Master folicy nd'the Becca Sxpence Polity, che tngurere shall be egletiea'ts Setlve « ‘Sipplenencal pronfun of suns equal to S80 ot Guba ‘hare of Bee ppotiee (te dattneg Sp" pecsaraphs betoe) from thes ‘State anda esdXoe’ tte Setlgntess shail be encieied co en 2ddLesonat oupplenectal pronius of une equal fo-s¥ of Goes share of net profits, (ou'cefined in'paragiaph § belov) fro fhe, Gualsfying Pcterae’ calculated oh ereve-collaseralieed basse "(anid supplenantal preniuns being herein referred to a She, sauppleoeatel prentunt'), payable suly after ai SBliguclone under the Credit’ Agreenence hive Eee paid in Eull/and all. Comitnente hereunder have terainatels it betng Sontismed and egreed that all of said rights to supplencneel” Premiums are subject and gubordinnced Cocke Obligations, ler he create Sgreemengs. Mi prymenca and aceouneings a8 Fo said suppicuental preaiucs stall be nade Co stivileg iow felasirance brokers, itd." {tactzing cocke') for che Esderovanding thac Seisling coske ie rebelving beaten jeratanding that Stirling Cooke sre, Teceiving brokerage of 40t of tuch enounte. The Zendition of accoustinge: sad the Baking ofspaymente co Stirling Cooke will sstiety or'® Sbligaefone tlth respect eheréto, “Allocation of sai ‘Supplemental preclune, ae onong AXA and the ether ineucers, SHELA "be" Seteluined by AEA andthe other tnsurers and Gur Shiai have no Fespoosibiliey with xespect therets. catinds acPeSgStasOH't Shs of see protioes shen be ined and computed in re "curtomasy manner ‘Seducting from the grose prgceeds from all sources az to the (Qualifying Pictures received by ox on behalf of GLP (orore Proceeds"), co a fully cross-collaceralized beste) (O)_ s12 earkatiag and fuifsiiment, costs and hoe Hateed to, $3 ar Guslitying elctera Sther distribution iain wiesout Liat exp A 8ASA Heneeuvance, 9.A. Re of vay 34, 1999) Eeniduala, chisd-party cormtasions and fees, and withholding and remittance taxes" (harketing and Distribeeion Coste"); (5), a}! corte of production, including withove Llnugttion ail inverest and cuhor Plonncing chr completion tharges and a production fee ceva? of Spproristoly St of production costs fensiusive of che herpes trl the ovirhesd’ tee) "and an awsthena fas" SE Peeseigtbely Lahioes psuceion Conte Cachet of (2) _Recoupeant or payment of 11 suns based on advances Dy completion Gusrantors and/or the Insurers purgusne eo ay lates under the Ineureace Policiea, required to be" pale'to said complecton Guarantors and/or Taourerey, and fe), 211 third-party, contingehe defernents and particirations fuhether denominated as shares of groce Eeceipet, net protive, nat processes or otherwise) © sition, net profit share and 6, Suite omership Hight co tinction es aistrivutoz/eiles apent for the afm oF cists by the Sorurecs plrwuane totes Eabereace! ‘Siclafi of claims by'he Sonusoss purneant to ene Paburence Foliciee cr nubrogetion in favor of the inaurere’ fcoente), and after any taunts tobe Peale, ton Guatantors. (on a Plcture-by-picture basis: if Completion Guarantors are not on, sross-chilacersitzed ‘Basta)e any additional Gross Proceeds from all scurces ive Ghaiy be Girat appiied to paysant_of the deferred EXHIBIT A,der Reaasurance, 8.4, Ae of may 24,1399, Ryete 104 of aid tp deferred 7.5% 2 aggregace un of $1 million (0, 8, _ GLP shall be entitled to enter into,and control all Uetoting and Fecdlettatng of righcs’ to, rhe oun seg Piorures and co receive 4 sales fee equal to ait of rhe Grose Proceeds frop ail scurces outside the Vid. and‘Canads and Fecoupnant of out-of-pocker Marketing. Aad’ nlatciarion Coot, Epetullng vitnoue Tinleation residual Lfcenaing or sales eubes eelee a0 to the Quality Se Sin trace EEL Meta same Sete are Seuisicer tie east ele ena heal Sie See eg cbeetiinte Teles gress shears A HSraLen nas 2, im the event chat che Insurers as a group (or any. spdsvidual Tasurer) lect (o) to sell or assign any eight © Ate or their supplessncal prenium, LP ehall have the right fejratah ny otBee cheretors proviced, fovever, shat before Siy'euch sale or ase: ‘made, Che Tarurar(a) shall greene ses jes fee, up tos maximin hav sietcise uid patching Fight." if such matching right ip Skerciged’ (and failure of OG? to reapood in weftiag wiehin 20 dye after receipt by GLP of « Siaporition notice shall be ‘Setned waiver of such matching righe by GLP), the parties, teen agceshent prospely ctndizning sa myn patna hp Tosurera’ Supplewental prowius, GLP shall Tender kecount! Ee Se SSS Cat eueariey emer Si ont gelled oar ir ar at Se Be eh eer te nae Sins ae htt aero Seta Re ait Tee eee Bit EPs cia eee Sih Eis cia eee Sef SISK Gea en eeetes EXHIBIT A 1020a Resenurance, 8 ‘av of way 24, 1999 2 reasonable basis afcer giving reasonable advance veteten fotice to GL. 2 Sah er URS cece ee Sa ‘Bet ceeadtennets ee tints” Sr provide. {oubject to requisite contidentialicy epresnenta) feplen of eit audite tothe tnmurer tah tnt t¢"svasaeaniy EhPexpenae’of the Inmuers. All ‘enaiteighte oe ieesrers haat Be exerede svold mitipiictey of audiee- deaneltig Htech De Paton of Ott hereunder shalt be ened to ‘nehude cach o€ che special purpose Cépetinn turpoee Production J cone gerbe ublateed by ote eo procuce ‘Eredie-and'securley Aoreenane and cach of the Special Purtose rand securiey Agreeaane and cach 3 fon Aes shall undereate joineiy and severly £5 be secondarily obligated go the inntsere hefemndars stbject end subordinate to the ObLigeeions under the Credit Agegenente, “im this connection, GLY has foted Cray i eubsect snd EXHIBITAsasozor47e; Rima aaa ee As of May 24, 1995 32-, 18 ia cepresentes by GLP and understood by Tnsurer that {tte ene sneeneion of "a pate sro oD B t eiiaty ebay gore cp con See ees ce aes Heart are a ee ce ere Bea ceareara illite, EBrce and effect ag to the ‘Bates, foxcepe chat Paragraph 2 thereof as to the defi . Bet profitar ehali be Gaoned amended by thie agreement, Sh Ey ghiahl pegaipy eecett'saacreee ome eet, ofa nd Senet TE Gaia teen eee MESES cad Societe See ier et SEP Set ses So eet Seat oe ay theory a HETRISLS baile Sf Sr, oR? ise Boric bts Bae sued Sreg oy citer fer, es Si biaiaans Sanit, surat tnt wn Ds ees eres anmeee ae Brae 45, All of the foregoing 18 based oon AxA‘s and the rensuctions and decunents Telstiay ts Chis ageeesent and the Emaneccesons "relaviay eo cate agrs 2 Hinks‘ associated therewith, "while OUP hes’ pesvided ite binatee in the correspondence above eetexted corant in Soanection with che cartier submited bustnese Pitar, sch ‘Seeinates should nec be decned representations or warantten. oh i E ¥ EXHIBIT A, 2dam yd sete ioe ssiesaune, are seam 6 Beers Mage 7 Royal oF AXA will pay all preniun ‘Sppropriate U.s. Coderal, “stace ar other ces suena as to any. preniun taxes relating to the preniosa an She Tasurance Polteies and AWA vill pay'all prewten tote ond Eile such tax returns on any cupplencntal peoniuna, and’ hereby'agree ro indemnity OL ageiaee’ say Eats tessa Xe, MBgaien_ toy cotevrey, apie or ite spa tcc Un ty cere tems or et ihehacie ema tlt Goce gememie ere, CELE its Katee eee adler aria giecieetinicne ay cuss Seebclericicheer sitar eth aN oy a, ions nas a aeted cates ait Pt Telate e Sn tia a Gaver aS, Sivedetadtomad asatetle Ogre Sciieritan te jae pty, ates ae, Soitintse Ss thane ar eres Nea bere Ee SRE GAS isl) 28 sta ie fgets itn BAY qtne thy Raechsh gu tens air. he SIULMERG eur eahitntar iene fegiee civee sie gt een nas scrpndent cesta vty dt ay tnecttee Ps te Healey erates oi ace enen nt ere ee ‘sheer otal ip ance lt este ae as, SPRESSL RRS Shea eateries Bs Sebee ee ces aie re ereceatetee ES Sthiea: oe teitaateanieemle ee, Ee auetees aie maser ae bs Suite ceetumss ar SEN Scena SAEs Eee pipes de ieee, eat, EM HS te ie cence ceca tae BaD athdeh fot ead aa tenet dain at Sohes rates ator genniet SMG ho sate cere eats + FRESE Ses ici ti ee che ace eine iat rican eee aeaeee stecrtlo® ot st of lon aeee Be hteereios head Revel ie Pidae att grafota Resin o ERESiy hoy sthee ceteigate nerSuaaets 2 EXHIBIT A, 2res aston Sotnlesion ee aut ee SENT tae i tibeteanene ‘yore very <20Y cecace Uso VICTORS. mga mene ; azn onerios, 4 nooepted and agreed futnking 12 Earns)! _ tceracene Heimat ST _-Underwriters Re er Bptdaepe ecensancs ey at EXHIBITA 4sg oe oc we Pegi Ee gee eae gma eet vlaave ssanity rose dprcane to cb Loree sigalg tn che apse biboe pooaed Ste eure very te,Peers e* re Royal and sugniLiance Pte Brn “ ae consented to and Agpedved by? ‘cates conerale da Reasturance EXHIBIT A,‘Conaented to anit aepeived ays Centetle de denenicence a: ite i Generel Geax meernationsh tndemtty Ted. ere eee altance stoned ee eq EXHIBITA 7MPoe‘nay Se, tia3 ace Pop snd Supartance Pe EXHIBIT A 6PLONSKER |.AW LLP Es anes PROOF OF SERVI 1, Lisa M. Mejia, declare that I am a citizen ofthe United States and employed in Los Angeles County, California. Tam over the age of eighteen years and nota party to the wit ‘entitled action. My business address is 1990 8. Bundy Drive, Suite 280, Los Angeles, California 90025. On October 16, 2013, I served a copy of the within document(s): ‘SECOND AMENDED CROSS-COMPLAINT EE] BYEMAIL: Leaused a copy ofthe document(s) to be sent fom email address Ielia@plonskeraw.com tothe persons atthe email addresses listed below De] BY MAIL: by placing the document(s) sted above in a sealed envelope with postage thereon fully prepaid, the United States mail at Los Angeles, California adresse asso forth below OO _ BYFEDEX: by pl alfixing a pre-paid delivery [BY MESSENGER DELIVERY: by personally delivering the document(s) listed above toa messenger for personal delivery to the person(s) atthe adresses) set ing the document(s) listed above in a sealed envelope and bill, and causing the envelope to be delivered to an agent for forth below: Maryann Marzano, Esq, James E, Curry Es. Henry Grasein, Esq Vale. Alter, Et GRADSTEIN & MARZANO, PC. SHEPPARD, MULLIN, RICHTER & 6310 San Vicente Bvd, Suite S10 HAMPTON, LLP Los Angeles, CA 90088 1901 Avenue of the Stars, Suite 1600 1: 323:302-5488 Los Angeles, CA 90067 E: hemicinderatin com ‘suy@shcntdallin.com nnmazana@srsicinsom ‘allr@shenealincom Kathryn Lee Boy, Esa, Sher Shantou, Esa, SCHWARCZ, RIMBERG, BOYD & RADE, LLP 6310 San Vicente Blvd, Suite 360 Los Angeles, CA 90088 Te s23302 8988 Snslon@schlaw.com lbsyilschaw.som [Lam readily familiar withthe Sim's practice of collection and processing correspondence for mailing. Under that practice it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business. I am aware that on ‘motion of the party served, service is presumed invalid if postal cancellation date or postage refer date is more than one day after date of deposit for mailing in afi ‘PROOF OF SERVICEPLONSKER LAW LLP ‘AYIORNENS Ar LAW! | declare under penalty of perjury under the laws of the State of California thatthe above is true and correct. Executed on October 16,2013, at Los Angeles, California. x Mei SS