DISTRIBUTION AGREEMENT

THIS AGREEMENT (this “Agreement”) is made on November 19, 2021

BETWEEN:

(1) The Group, a group of Vermont Law School students, an unregistered organization (the
“Group”); and

(2) The Climate Change Network, a web-based distribution channel (the “CCN”).

WHEREAS:

(A) CCN carries on the business of distributing and the Group’s Program within the Market (as
defined below), and is also involved in certain marketing activities.

(B) The Group wishes to appoint the Distributor as non-exclusive distributor for the promotion
and broadcasting of the Program (as defined below) in the Market, on the terms and subject
to the conditions of this Agreement.

WHEREBY IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires, the following words and
expressions bear the meanings respectively set out below:

1. INTERPRETATION

“Group” means the Producer;

“CCN” means the Distributor;
“Minor Disputes” has the meaning set out in Clause 16;
“Major Disputes” has the meaning set out in Clause 16;
“Arbitral Tribunal” has the meaning set out in Clause 16;
“Dispute” has the meaning set out in Clause 16;
“Delivery” has the meaning set out in Clause 7;
“Market” means web-based distribution as set out in Clause 2;
“Representative” has the meaning set out in Clause 11;
“Term” means the period commencing on the Effective Date and terminating on the date
specified in Clause 5; and
“Year” means the period of 12 months from the Effective Date and each consecutive period of
12 months thereafter during the period of the Agreement.

2. GRANT OF RIGHTS
The Group (the “Group”) hereby grants to The Climate Change Network (“CCN”)
(collectively “Parties”), the non-exclusive right to distribute, license, market and exploit the
Programs and all elements thereof in the Media and in the Territory. These rights include the
rights to stream the Program on demand via CCN’s web-based distribution operation, make the
Program available through secondary channels, provided CCN does so lawfully. The scope of
the CCN’s License is world-wide, however limited to internet, cable, satellite and broadcast
delivery. CCN’s license of the Program does not extend to theatrical, DVD and other similar
devices.

3. MEDIA
The licensed media (the "Media") shall be those set forth in the Term Sheet. The grant of
television rights shall permit CCN to exploit the Programs and all elements thereof in all forms
of television now or hereafter known, including but not limited to free television, cable
television, pay cable television, pay-per-view television, subscription television, over-the-air pay
television, open video system television, television via telephone and/or the intemet, video-dial
tone, closed circuit television, master antenna television, multi-point service television, direct
broadcast satellite television, armed forces, in-flight use, video cassettes and video discs for
home use, and non-theatrical educational sales (collectively "Television Rights").

4. LICENSED TERRITORY
The territory described in paragraph 5 of the Term Sheet shall constitute the "Licensed
Territory."

5. TERM
The Parties agree to a six (6) month basic licensing term. After the six (6) month period,
either party may terminate this Agreement by giving the other party thirty (30) days’ prior
written notice. Notwithstanding any termination of this Agreement, CCN’s obligations under
this Agreement will survive and continue in effect for six (6) months following such termination.
6. DISTRIBUTION
CCN shall seek in good faith, subject to CCN's reasonable business judgment, to maximize
the exploitation of the rights granted hereunder. Notwithstanding the foregoing, CCN shall have
the sole control over all distribution activities, and may at any time suspend or resume active
distribution of the Programs, as it deems fit, without any penalty.

7. DELIVERY
The Group shall deliver to CCN the delivery items described in paragraph 10 or in the Term
Sheet and any other elements of each of the Programs that may be reasonably necessary for CCN
to perform CCN's services hereunder. Except as pre-approved in the Term Sheet, the Programs
as delivered shall be subject to CCN's sole approval for acceptance.

8. DISTRIBUTION FEES
 (a) In consideration for the services CCN is rendering to The Group hereunder, CCN shall
retain as its sole and exclusive property from all exploitation of the Programs the distribution
fees described on Exhibit A attached hereto.
(b) In calculating such fees, "gross sales" shall be defined to mean all revenue (without any
deductions), generated by the exploitation of the Programs by CCN, including the gross amounts
received by any of its subsidiaries or affiliates acting as sub-CCNs, sub-licensees and agents. The
commissions indicated above are maximum commissions for CCN and any such subsidiaries or
affiliates. If CCN uses unaffiliated sub-CCNs, sub-licensees, agents, etc., however, the fees of
such entities shall not be subject to any limitation, but shall be deducted prior to calculating gross
sales. CCN and its subsidiaries and affiliates may take fees for additional services undertaken by
them connected with the distribution of the Program, including fees for placing advertising in
connection with syndication, provided that such fees shall not exceed those customary in the
industry and shall not be subject to the limitations set forth above and shall be deducted before
calculating gross sales.
(c) To the extent that CCN may grant licenses longer than the term of this Agreement or, if
this Agreement shall be terminated early for any reason, CCN shall be entitled to receive
commissions due to it in respect of all agreements, and extensions and renewals thereof, for
exploitation of the Program in the Licensed Territory, and made by or on behalf of the The
Group between the dates of the commencement and termination of the rights granted to CCN
hereunder.

9. DISTRIBUTION COSTS AND EXPENSES

After deduction of the fees described in paragraph 7 above, CCN shall recoup from gross
sales of the Programs all distribution costs and expenses that have been advanced or incurred by
CCN in connection with the distribution of the Programs hereunder.
The foregoing distribution costs and expenses shall include, without limitation, a pro-rata
share of festival and market expenses, costs incurred in connection with promotional cassettes,
sales and withholding taxes, shipping of promotional material, the manufacture of prints and
videotapes, music and effects tracks, script duplication, publicity material, bank transfer charges,
dubbing and production of foreign language tracks, advertising expenses and legal and agent
fees.
The Group shall bear the cost of all reran, reuse, residual and other similar payments required
by any applicable union or guild agreement relative to persons performing services in the
production of the Programs. The Group shall supply CCN with an accurate list of all recipients
and rates of residuals and other similar payments. CCN shall supply the Group with all necessary
reports and information required to calculate and make such payments.
CCN shall make a one-time payment of $5,000 to the Group for the rights given. In the event
CCN receives any income from a sublicense, it shall split the net income, 50/50 with the Group.
CCN will make the above said payment from the third-party purchaser payable to the Group
within seven (7) days of income received from sale of sublicense, or within thirty (30) days of
executing the sublicense agreement with a third party purchaser, whichever comes sooner.
Failure to do so will be considered a breach of contract, and CCN will be subject to group
remedies enumerated in Clause 16.

10. RECOUPMENT OF ADVANCES

 After the deduction of the amounts set forth in paragraphs 7 and 8 above, CCN shall recoup
from the remaining proceeds to it from the Programs the Production Advance, together with
interest thereon, as specified in paragraph 13 hereof.

11. REPORTS, PAYMENTS AND ACCOUNTINGS

(a) CCN shall report and account to The Group in writing within forty-five (45) days after the
end of each reporting period as set forth in the Term Sheet. A separate report will be issued for
each of the Programs, although a series may be reported as a single unit. The reports shall
contain reasonable detail and shall conform with customary industry practice.
(b) After retaining CCN's fees and recouping the distribution costs and production finance as
provided in paragraphs 7, 8, 9 and 13 hereof, CCN shall attach to the report(s) a check payable to
The Group in the appropriate amount for the balance of gross sales received during the period
covered by the report(s). With respect to blocked or restricted funds, CCN will report such funds
to The Group and, to the extent permitted by applicable law, The Group will have the right to
require CCN to deposit The Group's share of such funds in a bank account established by The
Group in the country where such funds are blocked or restricted.
(c) CCN shall keep true, complete and accurate books of account and records pertaining to all
financial transactions in connection With the performance of CCN's obligations under this
Agreement. Such books and records shall be available for inspection by The Groups or its
representatives at CCN's place of business during normal business hours at a time or times mutu-
ally acceptable. No more than one such inspection shall occur within any twelve (12) month
period, no statement shall be open to challenge later than two years after its receipt by the The
Group, and no inspection shall be made as to any given statement more than once. The Group or
its representatives shall have the right to make copies of the pertinent parts of all such books and
records that directly relate to such financial transactions.

12. COPYRIGHT AND COPIES

(a) The Group shall ensure that its copyright in each of the Programs is properly protected
and registered, if required, in any market in which the Programs are distributed.
(b) CCN will not duplicate or otherwise reproduce the Programs in any manner, nor permit
any of its sublicensees to do so, except specifically in connection with the distribution of the
Programs as permitted hereunder. CCN will provide in all license agreements that its licensees
will return any prints or tapes distributed by CCN, or submit an affidavit of erasure or
destruction, promptly after the expiration of the period of use permitted to any of such licensees.
CCN will use its reasonable efforts to obtain the return of such items or the submission of such
affidavit.

13. WARRANTY AND INSURANCE

(a) The Group warrants that it has the right to enter into this agreement and that it has the
right to grant CCN the rights granted herein and that CCN's exercise of those rights will not
infringe or violate the rights of any third party.
(b) The Group warrants that it has obtained the necessary music synchronization and
performance licenses for the exploitation of the Programs as contemplated herein other than
those customarily licensed through a performing rights society; and that all musical compositions
in the Programs are controlled by ASCAP, BMI or another performing rights society having
jurisdiction, or are in the public domain, or are controlled by The Group (in which case perfor -
mance licenses therefor are hereby granted at no cost to CCN).
(c) The Group will maintain a standard Errors and Omissions insurance policy for the
Programs during the term hereof having limits of not less than One Million Dollars ($1,000,000)
for any single occurrence and of not less than Three Million Dollars ($3,000,000) for all
occurrences taking place in any one year. Such insurance shall provide for coverage of CCN, its
affiliated companies and the officers, directors, agents and employees of the same.
(d) CCN will name the Group and other creators as additional insureds under the said
standard Errors and Omissions insurance policy for the Program.
(e) CCN warrants that it has the right to enter into this Agreement.

14. PRODUCTION FINANCE

(a) As used herein, "Production Advance" shall refer to all sums advanced or paid by CCN in
connection with the production of the Programs, including (but not limited to) all amounts
advanced to The Group under the Term Sheet and any residuals, royalties and/or clearance costs,
insurance premiums, attorneys' fees and/or any other production related costs paid or advanced
by CCN in its sole discretion.
(b) Interest shall accrue on the Production Advance from time to time outstanding until
repaid or recouped at a rate equal to the Prime Rate declared by CCN's principal bank from time
to time plus two percent (2%).
(c) The Group shall deliver the Programs as set forth in the Term Sheet. The Group shall be
solely responsible for any costs relating to the Programs that exceed the amount of the
Production Advance agreed to in the Term Sheet for the Programs.
(d) In the event The Group fails to deliver any of the Programs as provided in this agreement
or is otherwise in material breach of this Agreement, then without limiting any other right or
remedy of CCN, CCN shall be entitled to demand, and The Group shall immediately thereupon
pay to CCN, the then outstanding amount of the Production Advance on any Program not yet
delivered at the time of such demand, together with interest thereon as set forth above.
(e) To secure The Group's full and complete performance hereunder and any and all amounts
owing to CCN hereunder, The Group hereby grants CCN a first priority lien and security interest
in all right, title and interest in and to the Programs and each Program, and all elements,
properties and proceeds thereof, whether now in existence or hereafter coming into being, and
wherever located, including (but not limited to):
(i) the copyright in and to each Program;
(ii) all Prim, sound and/or videotape copies and/or elements of or relating to the Programs
whether now or hereafter in existence and wherever located;
(iii) all literary property rights and ancillary rights as specified herein in relation to the Programs
including, without limitation, all right, title and interest of The Group in the teleplays of the
Programs;
(iv) all right, title and interest of The Group in the music used in the Programs to the extent of
The Group's rights therein;
(v) all contract rights of The Group relating to the Programs in any and all media throughout the
world as set forth herein;
(vi) all proceeds of the Programs and of any of the elements of the Programs referred to in (i)
through (v) above, including without limitation all income and receipts derived and to be
derived from the marketing, distribution, exhibition, exploitation and sale of the Programs and of
said elements thereof, and all proceeds of insurance relating to the Programs and said elements
thereof.
The Group agrees to execute such financing statements and/or other instruments as CCN
deems necessary or appropriate to perfect such security interest, and irrevocably appoints CCN
its attorney-in-fact to execute any such instruments in The Group's name should The Group fail
or refuse to do so promptly on The Group's request.
(f) In the event The Group is in material default of this Agreement or materially breaches any
of its obligations hereunder, then without limiting any other fight or remedy of CCN, CCN shall
have the right, but not the obligation, to take over and manage production of any or all of the
Programs, without any obligation to CCN as to the results of its efforts.

15. INDEMNIFICATION
(a) The Group shall indemnify and hold CCN harmless from and against any demand, claim,
action, liability and expense (including reasonable attorneys' fees) arising out of The Group's
breach of any of the representations, warranties or provisions contained in this Agreement;
provided that CCN shall promptly notify The Group of any such demand, claim, etc., and that
The Group shall have the right to control the defense and to approve any settlement thereof.
(b) CCN shall defend, indemnify and hold The Group harmless from and against any
demand, claim, action, liability and expense (including reasonable attorneys' fees) arising out of
CCN's breach of any of the representations, warranties or provisions contained in this
Agreement; provided that The Group shall promptly notify CCN of any such demand, claim,
etc., defense and to approve any settlement thereof.

16. THE GROUP REMEDIES

The rights granted to CCN hereunder are irrevocable, and the sole remedy of The Group in
the case of a default by CCN shall be an action for monetary damages.

Any claim, dispute or difference of whatsoever nature arising out of or in connection with
this Agreement (“Dispute”) shall be referred to and finally determined by arbitration before an
arbitral tribunal. The arbitral tribunal for any Dispute (i) relating to a claim for less than
US$1,000,000 or (ii) which the parties agree is a minor Dispute (“Minor Disputes”) shall be
composed of one Arbitrator and for any other Disputes (“Major Disputes”) shall be composed of
three Arbitrators (the “Arbitral Tribunal”). Any such determination before the Arbitral Tribunal
shall be final and binding on the Parties and the Parties shall have no further right of appeal to
the courts in respect of such Dispute.

In the case of a Minor Dispute, the Group and CCN shall jointly nominate one Arbitrator and
in the case of a Major Dispute, the Group on the one part and CCN on the other part shall
nominate one Arbitrator, in each case within 14 days of receipt of any notice referring a Dispute
to arbitration.

17. NOTICES
Any notice required to be given hereunder shall be given by receipted telefax or by prepaid
telegram or certified mail to the parties at their respective addresses set forth in the Term Sheet
or at such other address as either party may hereafter notify the other. Any notice sent by
telegram or by fax shall be deemed given on the day such notice is faxed or given to the
telegraph office. Any notice sent by certified mail shall be deemed given three business days
after such notice is mailed.

18. NO PARTNERSHIP
This agreement shall not be construed so as to constitute a partnership or a joint venture
between the parties hereto, and no party is deemed to be the representative or the agent of the
other except as herein otherwise provided.

19. LAB LETTER

The Group shall supply CCN with a lab access letter covering all material relating to the
Program. Such letter shall be in form acceptable to CCN in its reasonable discretion.

IN WITNESS whereof the parties hereto have hereunder set their hands the day and year first
above written

SIGNED by )
for and on behalf of )
The Group )

SIGNED by )
for and on behalf of )
The Climate Change Network )

CC: Exhibit A: Schedule of Distribution Fees

EXHIBIT A: SCHEDULE OF DISTRIBUTION FEES
 1. All Television Rights Except 2 and 3 Below:
(a) for sales in the United States:
(i) 20% of gross sales for a national sale.
(ii) 12% of gross sales for a syndicated sale.
(b) for sales in Australia, Canada and/or the United Kingdom:
(i) 15% gross sales for a national sale.
(ii) 9% of gross sales for a syndicated sale.
(c) for sales in all other countries:
9% of gross sales.

2. For armed forces, in-flight and any other ancillary television use: 18% of gross sales.

3. Videocassettes and videodiscs and other devices for home use and non-theatrical
educational uses are prohibited under this License:

4. Theatrical release are prohibited under this License.

5. For licensing and merchandising:

25% of gross sales.