Petition for Writ of Certiorari — James H. Griffith, Jr., dba CJ's Sports Bar, et al., Petitioners v. Joe Hand Promotions, Inc.

Supreme Court briefApr 3, 2023

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APPENDIX

TABLE OF CONTENTS

Appendix A Opinion in the United States Court of

Appeals for the Sixth Circuit

(September 21, 2022) . . . . . . . . . . App. 1

Appendix B Memorandum Opinion in the United

States District Court Eastern District

of Tennessee at Knoxville

(October 20, 2021) . . . . . . . . . . . . App. 19

Appendix C Judgment Order in the United States

District Court Eastern District of

Tennessee at Knoxville

(October 20, 2021) . . . . . . . . . . . . App. 33

Appendix D Order Denying Rehearing in the

United States Court of Appeals for the

Sixth Circuit

(November 4, 2022). . . . . . . . . . . App. 35

Appendix E Statutory Provisions Involved . . . App. 37

17 U.S.C. § 101 . . . . . . . . . . . . . . App. 37

17 U.S.C. § 102 . . . . . . . . . . . . . . App. 50

17 U.S.C. § 106 . . . . . . . . . . . . . . App. 51

17 U.S.C. § 201 . . . . . . . . . . . . . . App. 52

17 U.S.C. § 411 . . . . . . . . . . . . . . App. 53

17 U.S.C. § 501 . . . . . . . . . . . . . . App. 55

Appendix F Distribution Agreement

(August 30, 2021) . . . . . . . . . . . . App. 59

Appendix G Commercial Licensing Agreement

(August 30, 2021) . . . . . . . . . . . . App. 70

Appendix H Agreement

(August 30, 2021) . . . . . . . . . . . . App. 94

App. 1

APPENDIX A

RECOMMENDED FOR PUBLICATION

Pursuant to Sixth Circuit I.O.P. 32.1(b)

File Name: 22a0217p.06

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

No. 21-6088

[Filed: September 21, 2022]

_______________________________________

JOE HAND PROMOTIONS, INC.,

)

Plaintiff-Appellant,

)

JAMES H. GRIFFITH, JR., dba CJ’s

)

Sports Bar; LISA LESLEY,

)

Defendants-Appellees.

)

_______________________________________)

Appeal from the United States District Court for the

Eastern District of Tennessee at Knoxville.

No. 3:20-cv-00382—Travis Randall McDonough,

District Judge.

Argued: August 10, 2022

Decided and Filed: September 21, 2022

App. 2

Before: CLAY, ROGERS, and STRANCH, Circuit

Judges.

COUNSEL

ARGUED: Jamie King, JAMIE KING, P.C., Kingwood,

Texas, for Appellant. John T.D. Bathke, PHILLIPS &

BATHKE, P.C., Chicago, Illinois, for Appellees. ON

BRIEF: Brian L. Yoakum, EVANS PETREE, PC,

Memphis, Tennessee, for Appellant. John T.D. Bathke,

PHILLIPS & BATHKE, P.C., Chicago, Illinois,

Jonathan LA Phillips, PHILLIPS & BATHKE, P.C.,

Peoria Heights, Illinois, for Appellees.

OPINION

CLAY, Circuit Judge. Plaintiff Joe Hand

Promotions, Inc. (“JHP”) appeals the district court’s

grant of summary judgment in favor of Defendants

James H. Griffith and Lisa Lesley (collectively,

“Defendants”) in this copyright infringement suit

brought under the Copyright Act, 17 U.S.C. §§ 106,

501. See Joe Hand Promotions, Inc. v. Griffith, No.

20-cv-382, 2021 WL 4899466, at *5 (E.D. Tenn. Oct. 21,

2021). For the reasons set forth below, we REVERSE

the district court’s order granting Defendants’ motion

for summary judgment and REMAND with

instructions to grant Plaintiff’s motion for partial

summary judgment as to copyright standing and for

further proceedings consistent with this opinion.

App. 3

I. BACKGROUND

A. Factual Background

On August 26, 2017, a world famous boxer, Floyd

Mayweather, and a famous mixed martial arts fighter,

Conor McGregor, entered the ring to face one another

in what has become one of the most legendary fights of

all time (“the Fight”). See John Eligon & Victor Mather,

Mayweather v. McGregor: Highlights From Every

Round, N.Y. Times, Aug. 26, 2017. Showtime, Inc.

produced the Fight, and it allowed individual viewers

to livestream the Fight from Showtime’s website. Joe

Hand Promotions, Inc., 2021 WL 4899466, at *1.

Showtime charged individuals $99.99 for these

personal use licenses (i.e., to watch the Fight on a

personal device in a non-commercial setting). Showtime

also partnered with event promoters to issue

commercial streaming licenses to public establishments

(i.e., bars, movie theaters, and restaurants). On June

20, 2017, Showtime contracted with Mayweather

Promotions, LLC (“Mayweather”) to “arrange for,

present and promote” the Fight on August 26, 2017.

(Distribution Agreement, R. 40-4, Page ID #348.) In

this contract (the “Distribution Agreement”), Showtime

“grant[ed] to [Mayweather] exclusively, the right to

exhibit and distribute, and authorize the exhibition and

distribution of, the [Fight] in the Territory live via the

Internet.” (Id. at Page ID #357.) Defendants

erroneously denied the existence of this contract

between Showtime and Mayweather. (See Defs. Br. at

App. 4

14 (“[T]here are no agreements in the record between

Showtime and [Mayweather].”).)1

Mayweather, in turn, enlisted smaller distributors

to go out and issue commercial licenses and collect fees.

JHP was one of these distributors. On August 1, 2017,

JHP entered into a Commercial Licensing Agreement

with Mayweather. In that contract, Mayweather gave

JHP “the sole and exclusive third party license . . . to

distribute . . . and authorize the public exhibition of the

[Fight]” in a designated geographic area. (Id.)

Accordingly, in the weeks leading up to the Fight, JHP

promoted the event, sold commercial licenses to

broadcast the event at bars and restaurants, and

collected fees from those establishments. JHP charged

hefty commercial licensing fees to air the Fight,

ranging from $3,700 to $15,700 based on the

establishment’s occupancy limits.

The Fight was not registered as a copyrighted work

when it first aired on August 26, 2017. Around two

months later, Showtime applied to register its

“Copyright Registration”). The Copyright Registration

listed Showtime as the sole author and claimant of the

the Fight but less than a month after the Copyright

Registration, Showtime signed a contract with JHP

(the “Copyright Agreement”). Although not a party to

the Copyright Agreement, Mayweather also signed the

Defendants filed a motion following oral argument seeking to

rescind their contention that this agreement did not exist.

App. 5

agreement. The Copyright Agreement gave JHP “the

exclusive right to distribute and publicly perform the

[Fight] live on August 26, 2017.” (Copyright

Agreement, R. 40-2, Page ID #262.) It further gave JHP

“the exclusive right . . . to take enforcement actions

with respect to any unauthorized exploitation of the

Commercial Rights in the [Fight].” (Id.) Specifically,

Showtime gave JHP “the right and standing, as

exclusive assignee, to assert independent claims, solely

in the name of JH[P], for copyright infringement under

the copyright laws of the United States . . . solely

relating to the unauthorized exploitation of the

Commercial Rights in the [Fight].” (Id. at Page ID

#263.) That is, Showtime gave JHP the exclusive right

to sue anyone who livestreamed the Fight on August

26, 2017, without paying the required licensing fee.

Accordingly, JHP began suing several restaurants and

bars that aired the Fight without paying. See, e.g., Joe

Hand Promotions, 2021 WL 4899466, at *1.

At this stage, Defendants do not dispute that they

livestreamed the Fight on August 26, 2017, on a TV

screen at their bar, CJ’s Bar & Grill (“CJ’s”), without

purchasing a commercial license. As a commercial

establishment, CJ’s was required to pay a fee based on

its occupancy limits in order to legally air the Fight on

the bar’s TVs. Rather than pay for a commercial

license, Defendants paid around $99 for a personal

license using Showtime’s website. Defendants then

used an HDMI cable to connect a personal device to the

TV at CJ’s and broadcast the Fight throughout the bar.

Defendants advertised the event on CJ’s Facebook

page, and they charged patrons $6 for entry to the bar

to watch the Fight.

App. 6

B. Procedural Background

After discovering that Defendants livestreamed the

Fight without paying for a commercial license, JHP

sued them for copyright infringement under the

the parties filed cross motions for summary judgment.

The district court granted Defendants’ motion after

finding that JHP did not own the copyright to the Fight

on the day it aired. See Joe Hand Promotions, 2021 WL

4899466, at *2. The district court found that the

give JHP an exclusive right in the copyrighted work

retroactively. See id. at *5. However, the district court

concluded that such retroactive transfers were

essentially worthless. See id. It therefore concluded

that the Copyright Agreement merely gave JHP the

right to sue for past copyright infringement. See id. at

*4–*5. According to the district court, to have a cause

of action under Copyright Act, plaintiffs must own

some exclusive right beyond the right to sue. Id. at *4

(citing John Wiley & Sons, Inc. v. DRK Photo, 882 F.3d

394 (2d Cir. 2018)). Believing that Showtime merely

gave JHP a right to sue, the district court concluded

that JHP did not have a cause of action for copyright

infringement because it “did not own the copyright to

the [Fight] when it was displayed at [CJ’s].” Id. at *2.

The court therefore granted Defendants’ motion for

JHP also brought a claim for internet piracy under the

Communications Act of 1934, 47 U.S.C. §§ 553, 605. This claim

was dismissed by the district court before summary judgment, and

it is not at issue in this appeal. See Joe Hand Promotions, 2021 WL

4899466, at *2.

App. 7

summary judgment. Id. at *5. JHP timely appealed and

this Court heard oral arguments on August 10, 2022.

II. DISCUSSION

A. Standard of Review

“The Court reviews a district court’s grant of

summary judgment de novo.” Clabo v. Johnson &

Johnson Health Care Sys., Inc., 982 F.3d 989, 992 (6th

Cir. 2020) (citing Rocheleau v. Elder Living Const.,

LLC, 814 F.3d 398, 400 (6th Cir. 2016)). Summary

judgment is proper “if the movant shows that there is

no genuine dispute as to any material fact and the

movant is entitled to judgment as a matter of law.”

Fed. R. Civ. P. 56(a). “A dispute of a material fact is

genuine so long as ‘the evidence is such that a

reasonable jury could return a verdict for the

non-moving party.’” Kirilenko-Ison v. Bd. of Edu. of

Danville Indep. Schs., 974 F.3d 652, 660 (6th Cir. 2020)

(quoting Jackson v. VHS Detroit Receiving Hosp., Inc.,

814 F.3d 769, 775 (6th Cir. 2016)).

B. Analysis

The issue in this appeal is whether JHP has a cause

of action against Defendants for livestreaming the

Fight without a commercial license. The Copyright Act

creates a federal cause of action for copyright

infringement. See 17 U.S.C. § 501. It provides that

“[t]he legal or beneficial owner of an exclusive right

under a copyright is entitled . . . to institute an action

for any infringement of that particular right.” Id.

§ 501(b). Therefore, to sue Defendants for copyright

infringement, JHP must own some interest in the

App. 8

F.3d 394, 398 (6th Cir. 2007) (“Copyright infringement

has two elements: ‘(1) ownership of a valid copyright;

and (2) copying of constituent elements of the work

that are original.’” (quoting Stromback v. New Line

Cinema, 384 F.3d 283, 293 (6th Cir. 2004))).

The author of a protected work is considered the

original owner of a copyright. 17 U.S.C. § 201(a). The

owner holds certain “exclusive rights” in the work. Id.

§ 106. Those “exclusive rights” are listed in § 106 of the

distribute, perform, and display the work. Id. There is

some dispute over whether the list of exclusive rights

extends beyond those enumerated in § 106. Relevant to

this appeal, the Second and Ninth Circuits have held

that possessing a bare right to sue, without any

additional exclusive right, does not amount to

ownership of a copyrighted work. See John Wiley, 882

F.3d at 410 (“[T]he [Copyright] Act does not permit a

plaintiff assignee to bring a claim for infringement

without also having or having had a legal or beneficial

ownership in some exclusive right under part of the

allegedly infringed copyright.”); Silvers v. Sony Pictures

Ent., Inc., 402 F.3d 881, 883 (9th Cir. 2005) (same).

This Court has not weighed in on this issue.

The exclusive rights in a copyrighted work are

freely alienable. “[T]he ownership of a copyright may be

transferred in whole or in part by any means of

conveyance or by operation of law.” 17 U.S.C.

§ 201(d)(1). Each exclusive right can be transferred

individually, and each right can be further subdivided

and owned separately by different parties. Id.

§ 201(d)(1)–(2); see also id. § 101 (defining “[c]opyright

App. 9

owner” as “the owner of that particular right”

(emphasis added)). Owners may transfer their

exclusive rights “by any means of conveyance”

including by assigning the right to a third party or by

giving that party an exclusive license. Id. § 201(d)(1);

see also id. § 101 (defining “transfer of copyright

ownership”). “The owner of any particular exclusive

right is entitled, to the extent of that right, to all of the

protection and remedies accorded to the copyright

owner by this title,” including the right to sue for

infringement of the owner’s rights. Id. §§ 201(d)(2),

501(b).

Thus, copyright ownership operates like the

common analogy of a bundle of sticks. The author, as

the original owner, holds all of the exclusive rights in

the protected work. Id. § 106, 201. The author may

transfer any one of these sticks, in whole or in part, to

a third party. Id. § 201(d)(1). Anyone holding a stick, or

a part of a stick, can sue anyone who infringes on that

right. For example, anyone holding a right to distribute

a copyrighted work in California can sue infringers in

California, but not in New York. The right to enforce is

only as broad as the exclusive right held.

In addition to the ownership requirement, the

can sue for copyright infringement. It limits the right

to sue to those who owned the exclusive right at the

time of the infringement. 17 U.S.C. § 501(b). It also

provides that “no civil action for infringement of the

registration of the copyright claim has been made” with

the United States Copyright Office. Id. § 411(a).

App. 10

Therefore, the default rule is that only those who

owned an exclusive right in a registered copyright at

the time of the infringement may bring suit.

However, the Copyright Act extends special

treatment to live broadcasts. See id. § 411(c). When the

copyrighted work “consist[s] of sounds, images, or both,

the first fixation of which is made simultaneously with

its transmission”—that is, when the copyrighted work

is a broadcast of a live event—then the Copyright Act

allows an owner to sue for infringement of an

unregistered copyright so long as the owner registers

the copyright within three months of the live broadcast.

See id.; see Fourth Estate Pub. Benefit Corp. v. WallStreet.com, LLC, 139 S. Ct. 881, 888 (2019). Stated

differently, although copyright registration is

ordinarily a requirement to bring suit, “[s]uch

registration is not a condition of copyright protection.”

17 U.S.C. § 408(a) (emphasis added). Rather, as the

Supreme Court has described it, the registration

requirement “is akin to an administrative exhaustion

requirement that the owner must satisfy before suing

to enforce ownership rights.” Fourth Estate, 139 S. Ct.

at 888.

With this legal framework in mind, we turn to the

question now before us: did the November 21, 2017,

JHP the right to sue for copyright infringements

occurring on August 26, 2017. We conclude that it did.

Defendants argue that JHP did not own any

exclusive rights in the Fight on the day it aired. They

recognize that the Copyright Agreement purportedly

transferred “the exclusive right to distribute and

App. 11

publicly perform” the Fight live on August 26, 2017.

(Copyright Agreement, R.40-2, Page ID #262.) But they

argue that this exclusive right was, in effect, illusory

because the Fight had already aired by the time

Showtime and JHP entered into the Copyright

Agreement. Because these exclusive rights were

illusory, Defendants argue that the Copyright

Agreement merely gave JHP a bare right to sue.

Pointing to case law from the Second and Ninth

Circuits, Defendants conclude that JHP does not have

a cause of action under the Copyright Act because the

bare right to sue is insufficient give JHP ownership of

an exclusive right.

In response, JHP argues that the plain language of

the Copyright Agreement retroactively gave JHP

exclusive rights in the live broadcast on August 26,

2017. To the extent that the language of the Copyright

Agreement is unclear, it argues that Showtime

intended to retroactively give JHP the exclusive right

to distribute the Fight on the day it aired as well as the

right to sue violators for copyright infringement. As

evidence of this intent, JHP points to the Commercial

Licensing Agreement between Mayweather and JHP on

August 1, 2017. JHP does not have much to say about

whether the Copyright Act allows such a retroactive

transfer of exclusive rights.

These arguments touch on complicated questions of

live broadcast first arises, whether or how an author

may transfer exclusive rights in a live event before

registering a copyright, and whether an author can

retroactively transfer exclusive rights. However, we do

App. 12

not need to get into these issues to resolve this case.

We conclude that the Copyright Agreement gave JHP

an enforceable right to sue Defendants because it

formalized a series of earlier agreements under which

JHP went about exclusively licensing and distributing

the Fight to commercial establishments in a specific

region before the Fight aired.

The earlier agreements between Showtime,

Mayweather, and JHP gave JHP an exclusive license

to distribute the streaming rights to commercial

establishments to air the Fight live on August 26, 2017.

On June 20, 2017, Showtime and Mayweather signed

the Distribution Agreement. In that agreement,

Showtime “grant[ed] to [Mayweather] exclusively, the

right to exhibit and distribute, and authorize the

exhibition and distribution of, the [Fight] in the

Territory live via the Internet.” (Distribution

Agreement, R. 40-4, Page ID #357.) The Distribution

Agreement thus gave Mayweather one of Showtime’s

sticks from its bundle, making Mayweather an “owner”

under the Copyright Act. See 17 U.S.C. §§ 106(3)–(4),

201(d), 204. Admittedly, at this point, the Fight had not

happened, and Showtime did not hold a registered

registration, see Fourth Estate, 139 S. Ct. at 887–88,

and nothing prevented Showtime from transferring

some of the sticks in its bundle in anticipation of the

Fight, even before applying for a copyright registration.

In this case, Showtime did just that by giving exclusive

rights to Mayweather in the Distribution Agreement.

Mayweather turned around and transferred those

sticks (or parts of those sticks) to JHP. On August 1,

2017, JHP and Mayweather signed the Commercial

App. 13

Licensing Agreement.3 In that contract, Mayweather

gave JHP “the sole and exclusive third party license . . .

to distribute . . . and authorize the public exhibition of

the [Fight]” in a designated geographic area.

(Commercial Licensing Agreement, R. 40-2, Page ID

#247.) This contract explicitly stated that it was

transferring JHP an exclusive right as defined in the

authorize the exhibition of the [Fight] publicly within

the meaning of 17 U.S.C. § 106(4), (5).” (Id. at Page ID

#251 (emphasis added).) That statutory provision

defines “exclusive rights” as including the rights to

display and perform the work publicly. 17 U.S.C.

§ 106(4)–(5).

Defendants argue that JHP forfeited any argument using the

Commercial Licensing Agreement as evidence of Showtime and

JHP’s intent when signing the Copyright Agreement. Specifically,

they claim that “JHP did not make any argument concerning the

[Commercial Licensing] Agreement in either its own motion for

summary judgment or in its response to [Defendants’] motion for

summary judgment, which is the subject of this appeal.” (Defs. Br.

at 8–9.) But JHP’s motion for summary judgment did point to the

Commercial Licensing Agreement as evidence that it held an

exclusive right on the day of the Fight. JHP specifically noted that:

“Through an agreement with the promoters of the Event,”—i.e.,

the August 1, 2017, Commercial Licensing Agreement with

Mayweather—“[JHP] was licensed to exhibit the Event at

commercial locations, such as bars, restaurants, clubs, lounges,

and other commercial establishments throughout the State of

Tennessee.” (Pl. Mot. Summ. J., R. 40, Page ID #204.) Accordingly,

Defendants’ forfeiture arguments are without merit. See Bard v.

Brown Cnty., 970 F.3d 738, 749 (6th Cir. 2020) (quoting United

States v. Huntington Nat’l Bank, 574 F.3d 329, 332 (6th Cir.

2009)).

App. 14

In the lead up to the Fight, even without the benefit

of a registered copyright, these three entities—

Showtime, Mayweather, and JHP—went about carving

out their respective rights. These rights, including the

exclusive right to distribute the Fight to commercial

establishments, were outlined in the Distribution

Agreement and the Commercial Licensing Agreement,

both of which took effect before the Fight aired on

August 26, 2017. However, the question remains

whether the November 21, 2017, Copyright Agreement

was intended to bestow some new and additional right

to JHP, or whether it merely reiterated and reaffirmed

the parties’ understandings of their preexisting rights

with the added benefit of a newly registered copyright.

The Copyright Agreement does not expressly answer

this question. Nowhere does it state that it intended to

formalize existing arrangements, nor does it mention

the Distribution Agreement or the Commercial

Licensing Agreement. However, the earlier agreements

provide necessary context for the Copyright Agreement.

See Individual Healthcare Specialists, Inc. v. BlueCross

BlueShield of Tenn., Inc., 566 S.W.3d 671, 694 (Tenn.

2019).4 And, because none of these agreements conflict

with one another, we may turn to them to discern

Showtime and JHP’s intent when entering into the

later Copyright Agreement. See id. at 696. Viewing

these agreements together, the Copyright Agreement

merely intended to reiterate that JHP’s existing

exclusive license in the live Fight remained intact

The parties agree that Tennessee’s principles of contract law

govern the interpretation of the Copyright Agreement.

App. 15

even in the wake of Showtime’s formal Copyright

Registration.

Unlike the extensive terms and conditions found in

the earlier Distribution Agreement and Commercial

Licensing Agreement, which numbered 36 and 15

pages respectively, the Copyright Agreement was

barely three pages long. Outside of the definitions and

some boilerplate provisions, it had two substantive

provisions which provided that: (1) “JH[P] has been

granted the sole and exclusive Commercial Rights . . .

in the Territory in the [Fight], under the copyright laws

of the United States” with Commercial Rights defined

as the “exclusive right to distribute and publicly

perform the [Fight] live on August 26, 2017 to

Commercial Premises in the Territory;” and (2) “JH[P]

has the exclusive right in the Territory to take

enforcement measures” in connection with its exclusive

rights in the distribution of commercial licenses.

(Copyright Agreement, R. 40-2, Page ID #262.) The

first provision mirrors the exclusive license that

Showtime gave to Mayweather, and that Mayweather

then gave JHP, before the Fight. Although Showtime

and JHP were the only parties to the Copyright

Agreement, they nonetheless had Mayweather sign and

say that it accepted and agreed to the terms therein.

We conclude that, by using a barebone contract

signed by all of the parties involved in the days leading

up to the Fight, it is clear that Showtime and JHP

intended the Copyright Agreement to formalize

existing rights in the wake of Showtime’s newly

obtained Copyright Registration. In effect, everyone

involved came together after the Copyright

App. 16

Registration and concluded, in the Copyright

Agreement, that the new registration did not change

anything. The status of the copyright may have

changed on October 26, 2017, but the nature of the

exclusive rights and interests of these three parties

remained untouched. If the Copyright Agreement was

an entirely new transfer of rights from Showtime to

JHP, there would be no need for Mayweather to agree.

The Copyright Agreement only makes sense as an

extension of the earlier agreements.

Defendants’ position is seemingly that the

rights wholly apart from the earlier agreements. They

argue that the Copyright Agreement was, in essence, a

sham because it purported to transfer an exclusive

right in a live event that had already happened. The

district court agreed. See Joe Hand Promotions, 2021

WL 4899466, at *5 (“The exclusive right to perform the

[Fight] live is utterly meaningless once the [Fight] has

already occurred, and, thus, can never be performed

‘live’ again.”). But the Copyright Registration listed

Showtime as the sole author and claimant of the

copyrighted work, and copyright ownership “vests

initially in the author . . . of the work.” 17 U.S.C.

§ 201(a). If the Copyright Registration could be

interpreted as returning all of the exclusive rights back

to the author of the Fight (Showtime), then the

registration did not alter JHP’s preexisting exclusive

license to distribute the Fight to commercial

establishments within its geographic zone.

App. 17

Because we conclude that the Copyright Agreement

merely reiterated the existing distribution of rights, we

need not reach the bulk of the parties’ arguments. The

parties focus on whether the Copyright Agreement

could legally transfer an exclusive right retroactively.

Even if such a retroactive transfer could theoretically

be legally valid, Defendants argue that the Copyright

Agreement, as a factual matter, was not intended to be

retroactive. Because the Copyright Agreement merely

codified earlier transfers in the wake of the post hoc

By extension, we need not address Defendants’

arguments that the Copyright Agreement gave JHP a

bare right to sue, which they claim is at odds with the

Second and Ninth Circuits’ interpretation of the

reaffirmed that JHP held an exclusive right to

distribute the Fight to commercial establishments in

advance of the live Fight. Even though the Copyright

Agreement was signed at a later date, JHP acted as

though it held the exclusive right well in advance of the

Fight. Indeed, it advertised the Fight, distributed the

livestream, and collected fees from commercial

establishments that wanted to air the Fight live. By

viewing the Copyright Agreement in a vacuum and

ignoring the parties’ earlier agreements and conduct,

Defendants ignore Showtime and JHP’s intent when

entering the contract.

In sum, JHP owned the exclusive right to distribute

and publicly display the Fight on the day it aired,

August 26, 2017. The copyright was registered within

three months of the alleged infringement, as required

to sue for copyright infringements in live telecasts. 17

App. 18

U.S.C. § 411(c). Accordingly, JHP has a cause of action

against anyone who violated its exclusive rights on the

day of the Fight, including Defendants. See id. § 501(b).

III. CONCLUSION

For these reasons, we REVERSE the district

court’s order granting Defendants’ motion for summary

judgment and REMAND with instructions to grant

Plaintiff’s motion for partial summary judgment on the

issue of copyright standing and for further proceedings

consistent with this opinion.

App. 19

APPENDIX B

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF TENNESSEE

AT KNOXVILLE

Case No. 3:20-cv-382

[Filed: October 20, 2021]

____________________________________

JOE HAND PROMOTIONS, INC.,

)

Plaintiff,

)

JAMES H. GRIFFITH, Jr., d/b/a CJ’S )

SPORTS BAR, and LISA LESLEY

)

Defendants.

)

____________________________________)

Judge Travis R. McDonough

Magistrate Judge H. Bruce Guyton

MEMORANDUM OPINION

Before the Court are Plaintiff Joe Hand Promotions,

Inc.’s (“Joe Hand”) motion for partial summary

judgment (Doc. 39) and Defendants Lisa Lesley and

James Griffith, Jr.’s motion for summary judgment

(Doc. 41) and motion for sanctions (Doc. 48).

Defendants Lesley and Griffith’s motions motion for

App. 20

summary judgment is GRANTED (Doc. 41). Because

the Court grants Defendants’ motion for summary

judgment, Plaintiff Joe Hand’s motion for partial

summary judgment (Doc. 39) and Defendants Lesley

and Griffith’s motion for sanctions (Doc. 48) are

DENIED.

BACKGROUND

James Griffith, Jr. owns and operates CJ’s Sports

Bar (“the Bar”) in Kingsport, Tennessee. (Doc. 40-7,

at 17.) Lisa Lesley is an employee of the Bar. (Id. at

49.) Joe Hand is a business that licenses sports

and entertainment programming to commercial

establishments. (Doc. 40, at 1.)

On August 26, 2017, Floyd Mayweather and Conor

McGregor engaged in a prizefight that was broadcast

live (“the Event”). (Doc. 41-1, at 3.) Showtime, Inc.,

owned the copyright to the Event and made the Event

available for non-commercial streaming from its

website. (Doc. 40-2, at 49.) Nearly three months later,

on November 21, 2017, Joe Hand entered into an

agreement with Showtime (“the Agreement”), in which

Showtime purportedly granted Joe Hand “sole and

exclusive Commercial Rights” in the Event; however,

despite this ostensibly sweeping phrase, the Agreement

defined these rights as “[t]he exclusive right to

distribute and publicly perform the Event live on

August 26, 2017[,] to Commercial Premises in the

Territory.” (Id. at 46.)1 The Agreement also contained

an “Enforcement of Rights” provision:

Obviously, by the date of the Agreement, it was impossible for Joe

Hand to do anything with the Event “live” on August 26, 2017.

App. 21

Insofar as [Showtime] is concerned, [Joe Hand]

shall have the right and standing, as exclusive

assignee, to assert independent claims, solely in

the name of [Joe Hand], for copyright

infringement under the copyright laws of the

United States . . . solely relating to the

unauthorized exploitation of the Commercial

Rights in the Event in the Territory.

(Id. at 47.) The Agreement further stated that Joe

Hand

has the exclusive right in the Territory to take

enforcement measures, prosecute and commence

legal actions with respect to any unauthorized

exploitation of the Commercial Rights [and that

Showtime] hereby assigns and grants to [Joe

Hand] such rights, interests or powers in the

Event as are held by [Showtime] solely to the

extent necessary . . . to enable [Joe Hand] to

enforce and to initiate legal proceedings . . . for

(Id. at 46.) Joe Hand purportedly licensed the Event to

commercial establishments and based its rates upon

the attendance or seating capacity of the commercial

establishments sublicensing the Event. (Id. at 28.) For

an establishment with a seating capacity of 101 to 150

persons, Joe Hand charged $5,200 to license the Event.

(Doc. 40-3, at 1.)

Prior to the Event, the Bar posted or shared

multiple posts on its Facebook page promoting the

Event and encouraging individuals to buy tickets. (Id.

at 7–12.) Lesley rented the Bar on the night of August

App. 22

26, 2021, for $1,000, collecting six dollars each from

patrons at the door, and purchased the program from

Showtime’s website for viewing at the Bar. (Id. at

18–20; Doc. 41-1, at 3; Doc. 40-2, at 5; Doc. 40-7, at 27.)

Lesley did not, however, license the Event for the Bar

through Joe Hand. (See Doc. 47, at 9.) Instead, Lesley

used an HDMI cable to hook up her computer—which

she used to buy and stream the Event for $99—to a

television so patrons could watch the Event together on

a larger screen. (Id.) No one from the Bar contacted Joe

Hand about broadcasting the Event. (Doc 41-1, at 3.)

Griffith received money from the food and beverages

sold during the Event but did not receive any of the

door charge collected by Lesley. (Id.; Doc. 40, at 5.)

On August 26, 2020, Joe Hand instituted the

present action for copyright infringement and internet

piracy. The Court previously dismissed Joe Hand’s

claim for internet piracy, (see Doc. 31), and a single

count of copyright infringement remains. The parties

have fully briefed their cross-motions for summary

judgment (Docs. 40, 41, 47, 49), and the motions are

ripe for adjudication.

II.

STANDARD OF REVIEW

Summary judgment is proper when “the movant

shows that there is no genuine dispute as to any

material fact and the movant is entitled to judgment as

a matter of law.” Fed. R. Civ. P. 56(a). The Court views

the evidence in the light most favorable to the

nonmoving party and makes all reasonable inferences

in favor of the nonmoving party. Matsushita Elec.

Indus. Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574,

App. 23

587 (1986); Nat’l Satellite Sports, Inc. v. Eliadis Inc.,

253 F.3d 900, 907 (6th Cir. 2001).

The moving party bears the burden of

demonstrating that there is no genuine dispute as to

any material fact. Celotex Corp. v. Catrett, 477 U.S.

317, 323 (1986); Leary v. Daeschner, 349 F.3d 888, 897

(6th Cir. 2003). The moving party may meet this

burden either by affirmatively producing evidence

establishing that there is no genuine issue of material

fact or by pointing out the absence of support in the

record for the nonmoving party’s case. Celotex, 477 U.S.

at 325. Once the movant has discharged this burden,

the nonmoving party can no longer rest upon the

allegations in the pleadings; rather, it must point to

specific facts supported by evidence in the record

demonstrating that there is a genuine issue for trial.

Chao v. Hall Holding Co., Inc., 285 F.3d 415, 424 (6th

Cir. 2002).

At summary judgment, the Court may not weigh the

evidence; its role is limited to determining whether the

record contains sufficient evidence from which a jury

could reasonably find for the non-movant. Anderson v.

Liberty Lobby, Inc., 477 U.S. 242, 248–49 (1986). A

mere scintilla of evidence is not enough; the Court

must determine whether a fair-minded jury could

return a verdict in favor of the non-movant based on

the record. Id. at 251–52; Lansing Dairy, Inc. v. Espy,

39 F.3d 1339, 1347 (6th Cir. 1994). If not, the Court

must grant summary judgment. Celotex, 477 U.S. at

323.

The standard of review when parties file crossmotions for summary judgment is the same as when

App. 24

only one party moves for summary judgment. Taft

Broad. Co. v. United States, 929 F.2d 240, 248 (6th Cir.

1991). When there are cross-motions for summary

judgment, the court must “evaluate each party’s motion

on its own merits, taking care in each instance to draw

all reasonable inferences against the party whose

motion is under consideration.” Id. In considering cross

motions for summary judgment, the court is “not

require[d] . . . to rule that no fact issue exists.”

Begnaud v. White, 170 F.2d 323, 327 (6th Cir. 1948).

III.

ANALYSIS

Lesley and Griffith assert they are entitled to

summary judgment on Joe Hand’s copyrightinfringement claim because Joe Hand did not own the

Bar. (Doc. 41, at 1.) Further, Griffith asserts that he

did not benefit financially from the infringement and,

therefore, cannot be held vicariously liable. (Id. at 9.)

In evaluating Lesley and Griffith’s motion, the Court

draws all inferences in favor of the nonmovant, Joe

Hand. See Matsushita Elec. Indus., 475 U.S. at 587.

Lesley and Griffith contend that Joe Hand did not

own the copyright at the time the Bar broadcasted the

Event, and, therefore, it lacks standing to bring an

action for copyright infringement. Lesley and Griffith

claim that either (1) the Agreement between Joe Hand

and Showtime, the copyright owner, was merely an

assignment of a right to sue, or, alternatively, that

(2) the Agreement was not retroactive to the date of the

Event. (Doc. 41-1, at 7.)

App. 25

To succeed on a claim for copyright infringement,

the party alleging infringement must prove ownership

of a valid copyright. Bridgeport Music v. WM Music

Corp., 508 F.3d 394, 398 (6th Cir. 2007); see also 17

U.S.C. § 201(d)(2). Ownership can be transferred

through “an assignment, mortgage, exclusive license, or

any other conveyance, alienation, or hypothecation of

a copyright or of any of the exclusive rights comprised

in a copyright.” 17 U.S.C. § 101. Once ownership is

established, section 201(d) provides that “[t]he owner

of any particular exclusive right is entitled, to the

extent of that right, to all of the protection and

remedies accorded to the copyright owner.” 17 U.S.C.

§ 201(d)(2). This includes the right to bring an action

for infringement. See 17 U.S.C. § 501.

The Sixth Circuit has stated that even though

federal law governs copyrights generally, “state law is

not displaced merely because [a] contract relates to

intellectual property.” Cincom Sys., Inc. v. Novelis

Corp., 581 F.3d 431, 437 (6th Cir. 2009). So long as a

federal copyright policy is not affected, “state contract

law will govern the interpretation of a license because

a license is merely a type of contract.” Id. (citing In re

CFLC, 89 F.3d 673, 677 (9th Cir. 1996)); 5 PATRY ON

to the analysis of an assignment agreement because it,

too, is a type of contract. Because Lesley and Griffith’s

argument poses a question of contract interpretation,

the Court will look to Tennessee law to determine

whether the Agreement in this case was retroactive to

the date of the Event, keeping in mind that “[a]

accordance with the purposes underlying federal

App. 26

Enter. Co., 971 F.3d 1042, 1051 (9th Cir. 2020); see also

Design Basics, LLC v. Chelsea Lumber Co., 977 F.

Supp. 2d 714, 730 (E.D. Mich. 2013).

The language of the contract is the starting point for

ascertaining the parties’ intent. Allstate Ins. Co. v.

Watson, 195 S.W.3d 609, 611 (Tenn. 2006). “It is wellsettled that the language used in a contract must be

taken and understood in its plain, ordinary, and

popular sense.” Fisher v. Revell, 343 S.W.3d 776, 779

(Tenn. Ct. App. 2009) (citing Bob Pearsall Motors, Inc.

v. Regal Chrysler-Plymouth, Inc., 521 S.W. 578 (Tenn.

1975)). “Provisions in a contract should be construed in

harmony with each other, if possible, to promote

consistency and to avoid repugnancy between the

various provisions of a single contract.” Id. (quoting

Guiliano v. Cleo, Inc., 995 S.W. 2d, 88, 95 (Tenn.

1999)). Contract interpretation is typically a question

of law. Planters Gin Co. v. Fed. Compress & Warehouse

Co., Inc., 78 S.W.3d 885, 890 (Tenn. 2002).

There is no dispute that Showtime is the original

owner of the copyright to the Event. (Doc. 40-2, at 1.)

However, Lesley and Griffith assert that the

Agreement between Showtime and Joe Hand does not

constitute a valid transfer of an exclusive right under

the Copyright Act. (Doc. 41-1, at 7.) Among the

exclusive rights granted to copyright owners are the

rights to “reproduce the copyrighted work in copies or

phonorecords,” “to distribute copies or phonorecords of

the copyrighted work to the public by sale or other

transfer of ownership, or by rental, lease, or lending,”

and, in the case of “motion picture[s] and other

App. 27

audiovisual work[s], to display the copyrighted work

publicly.” 17 U.S.C. §§ 106(1), (3), (5). Among the rights

conveyed from Showtime to Joe Hand is “the exclusive

right to distribute and perform the Event live on

August 26, 2017 to Commercial Premises in the

Territory.” (Doc. 40-2, at 46.) The right to “distribute

and perform” the Event is within the bounds of the

conducted through a permissible method. Id. § 101.

Consequently, the Court will assume, for the purposes

of this motion, that the Agreement assigned Joe Hand

an exclusive right under the Copyright Act, and, with

it, the accompanying enforcement rights.

Nonetheless, the question remains whether Joe

Hand owned any exclusive right at the time of the live

presentation of the Event in August 2017. “The legal or

beneficial owner of an exclusive right under a copyright

is entitled . . . to institute an action for any

infringement . . . committed while he or she is the

owner of it,” 17 U.S.C. § 501(b), so the determinative

question here is whether Joe Hand owned the copyright

at the time of the Event. Lesley and Griffith assert

that, even if Joe Hand owns an exclusive right or rights

under § 106, it did not own these rights at the time of

the Event because the Agreement was not executed

until November 2017—nearly three months after the

Event was broadcast. (Doc. 40-2, at 46; Doc. 41-1, at 7.)

The Agreement provides that Joe Hand possesses

“[t]he exclusive right to distribute and publicly perform

the Event live on August 26, 2017 to Commercial

Premises in the Territory.” (Doc. 40-2, at 46 (emphasis

added).) “Live” is defined as “[b]roadcast while actually

App. 28

being performed; not taped or recorded.” THE AM.

HERITAGE DICTIONARY OF THE ENGLISH LANGUAGE 1024

(4th ed. 2000) (emphasis added). The use of “live”

therefore indicates that the Agreement was meant to

reach back to August 26, 2017, the date the Event was

occurring and broadcasted live.

However, the parties’ stated intent in forming this

contract does not square with the purposes, and the

text, of the federal Copyright Act, which “does not

permit copyright holders to choose third parties to

bring suits on their behalf.” ABKCO Music, Inc. v.

Harrisongs Music, Ltd., 944 F.2d 971, 980 (2d Cir.

1991). While the Sixth Circuit has not yet directly

addressed this question, other courts of appeals have

held that the conveyance of a “bare right to sue” is

insufficient to convey standing for copyright

infringement. See, e.g., John Wiley & Sons, Inc. v. DRK

Photo, 882 F.3d 394 (2d Cir. 2018); Silvers v. Sony

Pictures Entertainment, Inc., 402 F.3d 881 (9th Cir.

2005). In John Wiley, the Second Circuit closely

analyzed the text of the Copyright Act and concluded

that courts should not “inject an additional untethered

right to sue” into the exclusive rights granted by § 106.

John Wiley, 882 F.3d at 406. The Ninth Circuit has

likewise stated that “the right to sue is not an exclusive

right” under the Copyright Act. Silvers, 402 F.3d at

884; see also ABKCO Music, 944 F.2d at 980 (noting

that an “assignee is only entitled to bring actions for

infringements that were committed while it was the

bring actions accruing during its ownership of the

right, even if the actions are brought subsequent to the

assignment”).

App. 29

The Agreement between Joe Hand and Showtime

purportedly grants an exclusive right—the exclusive

right to perform the broadcast live on the date of the

Event. It further grants the right to initiate

enforcement actions for the violation of the exclusive

right. (Doc. 52, at 2.) Lesley and Griffith, however,

identify a troublesome wrinkle: the Agreement was not

executed until November 2017, three months after the

Event. Consequently, while the Agreement does not

convey an “untethered” or “bare” right to sue, it is no

more than a thinly-veiled attempt to evade the

carefully drawn congressional boundaries delineating

the right to sue for copyright infringement. See 17

U.S.C. § 501(b); see also Righthaven LLC v. Hoehn, 716

F.3d 1166, 1169 (9th Cir. 2013) (holding that

assignments for the purposes of prosecuting

infringement suits “after the alleged infringements

occurred, but before [plaintiff] filed [the] suits” was

insufficient to confer standing under the Copyright Act,

even after the parties executed a subsequent

agreement indicating that the assignment “convey[ed]

all ownership rights in” the works); HyperQuest, Inc. v.

N’Site Solutions, Inc., 632 F.3d 377 (7th Cir. 2011) (“It

is the substance of the agreement, not the labels that

it uses, that controls our analysis.”).

The exclusive right to perform the Event live is

utterly meaningless once the Event has already

occurred, and, thus, can never be performed “live”

again. And Showtime did not assign any additional

prospective or derivative rights in the Event that allow

the Court to reach another conclusion regarding the

value of the transfer. See Righthaven, 716 F.3d at 1169

(“When determining whether a contract has

App. 30

transferred exclusive rights, we look not just at the

labels the parties use but also the substance and effect

of the contract.”). Even drawing all inferences in favor

of Joe Hand, the Court must conclude that this

Agreement would, if effectuated, merely enable Joe

Hand to prosecute infringement actions and was not

intended to convey any meaningful exclusive rights

under the Copyright Act.

Had this Agreement been executed prior to the

Event, it is quite probable that Joe Hand would be able

to maintain this suit. However, the Agreement was

executed months after the Event, and, as a result, the

Court concludes that the Agreement is a disguised

assignment of the right to sue. See DRK Photo v.

McGraw-Hill Global Educ. Holdings, LLC, 870 F.3d

978, 985 (9th Cir. 2017) (“[T]he purported transfer of

legal title coupled with the transfer of accrued claims

does not confer standing when the transaction, in

substance and effect, merely transfers the right to sue.”

(internal citations omitted)). The Court is cognizant of

the fact that it is rendering the conveyance of the

exclusive right to perform the Event live valueless, a

disfavored outcome under Tennessee principles of

contract interpretation. See Lovett v. Cole, 584 S.W.3d

840, 861 (Tenn. Ct. App. 2019) (noting that “the law of

contract interpretation militates against interpreting

a contract in a way that renders a provision

superfluous” (citing Crossville Med. Oncology, P.C. v.

Glenwood Sys., LLC, 610 Fed. App’x 464, 468 (6th Cir.

2015))). However, allowing Joe Hand to maintain this

suit would ignore the plain language of the Copyright

Act and would invite parties to frustrate Congress’s

intent with mere clever drafting, no matter how

App. 31

metaphysically impossible it is to retroactively obtain

an exclusive right to something that could only have

existed in the past: the right to display the Event “live.”

Lesley and Griffith are correct: there is absolutely no

evidence that Joe Hand owned an exclusive right at the

time of the infringement on August 26, 2017.

Therefore, it cannot maintain this action for

infringement against Lesley and Griffith. 17 U.S.C.

§ 501(b). There is nothing left for a jury to determine.

See Planters Gin, 78 S.W.3d at 890 (after a court

“decid[es] the legal effect of the words, there is no

genuine factual question left for the jury to decide.”).

Therefore, the Court GRANTS Lesley and Griffith’s

motion for summary judgment (Doc. 41) and DENIES

Joe Hand’s motion for partial summary judgment (Doc.

39). Because the Court denies Joe Hand’s motion for

summary judgment, it is unnecessary to analyze

Defendants’ motion for sanctions, as Lesley and

Griffith seek only the exclusion of certain evidence as

a sanction.

IV.

CONCLUSION

For the foregoing reasons:

1. Defendants’ motion for sanctions (Doc. 48) is

DENIED.

2. Defendants’ motion for summary judgment (Doc.

41) is GRANTED.

3. Plaintiff’s motion for partial summary judgment

(Doc. 39) is DENIED.

AN APPROPRIATE

ENTER.

JUDGMENT

SHALL

App. 32

/s/ Travis R. McDonough

TRAVIS R. MCDONOUGH

UNITED STATES DISTRICT

JUDGE

App. 33

APPENDIX C

UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF TENNESSEE

AT KNOXVILLE

Case No. 3:20-cv-382

[Filed: October 20, 2021]

____________________________________

JOE HAND PROMOTIONS, INC.,

)

Plaintiff,

)

JAMES H. GRIFFITH, Jr., d/b/a CJ’S )

SPORTS BAR, and LISA LESLEY,

)

Defendants.

)

____________________________________)

Judge Travis R. McDonough

Magistrate Judge H. Bruce Guyton

JUDGMENT ORDER

In accordance with the contemporaneously filed

Memorandum Opinion, this action is DISMISSED

WITH PREJUDICE. The Clerk is hereby

DIRECTED to CLOSE the case.

App. 34

/s/ Travis R. McDonough

TRAVIS R. MCDONOUGH

UNITED STATES DISTRICT

JUDGE

ENTERED AS A JUDGMENT

s/ LeAnna R. Wilson

CLERK OF COURT

App. 35

APPENDIX D

UNITED STATES COURT OF APPEALS

FOR THE SIXTH CIRCUIT

No. 21-6088

[Filed: November 4, 2022]

____________________________________

JOE HAND PROMOTIONS, INC.,

)

Plaintiff-Appellant,

)

JAMES H. GRIFFITH, JR., D CJ’S

)

SPORTS BAR; LISA LESLEY,

)

Defendants-Appellees.

)

____________________________________)

ORDER

BEFORE: CLAY, ROGERS, and STRANCH,

Circuit Judges.

The court received a petition for rehearing en banc.

The original panel has reviewed the petition for

rehearing and concludes that the issues raised in the

petition were fully considered upon the original

submission and decision of the case. The petition then

was circulated to the full court. No judge has requested

a vote on the suggestion for rehearing en banc.

App. 36

Therefore, the petition is denied.

ENTERED BY ORDER OF THE

COURT

/s/ Deborah S. Hunt

Deborah S. Hunt, Clerk

App. 37

APPENDIX E

STATUTORY PROVISIONS INVOLVED

17 U.S.C. § 101 - Definitions

Except as otherwise provided in this title, as used in

this title, the following terms and their variant forms

mean the following:

An “anonymous work” is a work on the copies or

phonorecords of which no natural person is identified

as author.

An “architectural work” is the design of a building

as embodied in any tangible medium of expression,

including a building, architectural plans, or drawings.

The work includes the overall form as well as the

arrangement and composition of spaces and elements

in the design, but does not include individual standard

features.

“Audiovisual works” are works that consist of a

series of related images which are intrinsically

intended to be shown by the use of machines, or devices

such as projectors, viewers, or electronic equipment,

together with accompanying sounds, if any, regardless

of the nature of the material objects, such as films or

tapes, in which the works are embodied.

The “Berne Convention” is the Convention for the

Protection of Literary and Artistic Works, signed at

Berne, Switzerland, on September 9, 1886, and all acts,

protocols, and revisions thereto.

App. 38

The “best edition” of a work is the edition, published

in the United States at any time before the date of

deposit, that the Library of Congress determines to be

most suitable for its purposes.

A person’s “children” are that person’s immediate

offspring, whether legitimate or not, and any children

legally adopted by that person.

A “collective work” is a work, such as a periodical

issue, anthology, or encyclopedia, in which a number of

contributions, constituting separate and independent

works in themselves, are assembled into a collective

whole.

A “compilation” is a work formed by the collection

and assembling of preexisting materials or of data that

are selected, coordinated, or arranged in such a way

that the resulting work as a whole constitutes an

original work of authorship. The term “compilation”

includes collective works.

A “computer program” is a set of statements or

instructions to be used directly or indirectly in a

computer in order to bring about a certain result.

“Copies” are material objects, other than

phonorecords, in which a work is fixed by any method

now known or later developed, and from which the

work can be perceived, reproduced, or otherwise

communicated, either directly or with the aid of a

machine or device. The term “copies” includes the

material object, other than a phonorecord, in which the

work is first fixed.

App. 39

“Copyright owner”, with respect to any one of the

exclusive rights comprised in a copyright, refers to the

owner of that particular right.

A “Copyright Royalty Judge” is a Copyright Royalty

Judge appointed under section 802 of this title, and

includes any individual serving as an interim

A work is “created” when it is fixed in a copy or

phonorecord for the first time; where a work is

prepared over a period of time, the portion of it that

has been fixed at any particular time constitutes the

work as of that time, and where the work has been

prepared in different versions, each version constitutes

a separate work.

A “derivative work” is a work based upon one or

more preexisting works, such as a translation, musical

arrangement, dramatization, fictionalization, motion

picture version, sound recording, art reproduction,

abridgment, condensation, or any other form in which

a work may be recast, transformed, or adapted. A work

consisting of editorial revisions, annotations,

elaborations, or other modifications which, as a whole,

represent an original work of authorship, is a

“derivative work”.

A “device”, “machine”, or “process” is one now

known or later developed.

A “digital transmission” is a transmission in whole

or in part in a digital or other non-analog format.

To “display” a work means to show a copy of it,

either directly or by means of a film, slide, television

App. 40

image, or any other device or process or, in the case of

a motion picture or other audiovisual work, to show

individual images nonsequentially.

An “establishment” is a store, shop, or any similar

place of business open to the general public for the

primary purpose of selling goods or services in which

the majority of the gross square feet of space that is

nonresidential is used for that purpose, and in which

nondramatic musical works are performed publicly.

The term “financial gain” includes receipt, or

expectation of receipt, of anything of value, including

the receipt of other copyrighted works.

A work is “fixed” in a tangible medium of expression

when its embodiment in a copy or phonorecord, by or

under the authority of the author, is sufficiently

permanent or stable to permit it to be perceived,

reproduced, or otherwise communicated for a period of

more than transitory duration. A work consisting of

sounds, images, or both, that are being transmitted, is

“fixed” for purposes of this title if a fixation of the work

is being made simultaneously with its transmission.

A “food service or drinking establishment” is a

restaurant, inn, bar, tavern, or any other similar place

of business in which the public or patrons assemble for

the primary purpose of being served food or drink, in

which the majority of the gross square feet of space

that is nonresidential is used for that purpose, and in

which nondramatic musical works are performed

publicly.

The “Geneva Phonograms Convention” is the

Convention for the Protection of Producers of

App. 41

Phonograms Against Unauthorized Duplication of

Their Phonograms, concluded at Geneva, Switzerland,

on October 29, 1971.

The “gross square feet of space” of an establishment

means the entire interior space of that establishment,

and any adjoining outdoor space used to serve patrons,

whether on a seasonal basis or otherwise.

The terms “including” and “such as” are illustrative

and not limitative.

An “international agreement” is—

(1) the Universal Copyright Convention;

(2) the Geneva Phonograms Convention;

(3) the Berne Convention;

(4) the WTO Agreement;

(5) the WIPO Copyright Treaty;

(6) the WIPO Performances and Phonograms

Treaty; and

(7) any other copyright treaty to which the United

States is a party.

A “joint work” is a work prepared by two or more

authors with the intention that their contributions be

merged into inseparable or interdependent parts of a

unitary whole.

“Literary works” are works, other than audiovisual

works, expressed in words, numbers, or other verbal or

numerical symbols or indicia, regardless of the nature

App. 42

of the material objects, such as books, periodicals,

manuscripts, phonorecords, film, tapes, disks, or cards,

in which they are embodied.

The term “motion picture exhibition facility” means

a movie theater, screening room, or other venue that is

being used primarily for the exhibition of a copyrighted

motion picture, if such exhibition is open to the public

or is made to an assembled group of viewers outside of

a normal circle of a family and its social acquaintances.

“Motion pictures” are audiovisual works consisting

of a series of related images which, when shown in

succession, impart an impression of motion, together

with accompanying sounds, if any.

To “perform” a work means to recite, render, play,

dance, or act it, either directly or by means of any

device or process or, in the case of a motion picture or

other audiovisual work, to show its images in any

sequence or to make the sounds accompanying it

audible.

A “performing rights society” is an association,

corporation, or other entity that licenses the public

performance of nondramatic musical works on behalf

of copyright owners of such works, such as the

American Society of Composers, Authors and

Publishers (ASCAP), Broadcast Music, Inc. (BMI), and

SESAC, Inc.

“Phonorecords” are material objects in which

sounds, other than those accompanying a motion

picture or other audiovisual work, are fixed by any

method now known or later developed, and from which

the sounds can be perceived, reproduced, or otherwise

App. 43

communicated, either directly or with the aid of a

machine or device. The term “phonorecords” includes

the material object in which the sounds are first fixed.

“Pictorial, graphic, and sculptural works” include

two-dimensional and three-dimensional works of fine,

graphic, and applied art, photographs, prints and art

reproductions, maps, globes, charts, diagrams, models,

and technical drawings, including architectural plans.

Such works shall include works of artistic

craftsmanship insofar as their form but not their

mechanical or utilitarian aspects are concerned; the

design of a useful article, as defined in this section,

shall be considered a pictorial, graphic, or sculptural

work only if, and only to the extent that, such design

incorporates pictorial, graphic, or sculptural features

that can be identified separately from, and are capable

of existing independently of, the utilitarian aspects of

the article.

For purposes of section 513, a “proprietor” is an

individual, corporation, partnership, or other entity, as

the case may be, that owns an establishment or a food

service or drinking establishment, except that no owner

or operator of a radio or television station licensed by

the Federal Communications Commission, cable

system or satellite carrier, cable or satellite carrier

service or programmer, provider of online services or

network access or the operator of facilities therefor,

telecommunications company, or any other such audio

or audiovisual service or programmer now known or as

may be developed in the future, commercial

subscription music service, or owner or operator of any

App. 44

other transmission service, shall under

circumstances be deemed to be a proprietor.

any

A “pseudonymous work” is a work on the copies or

phonorecords of which the author is identified under a

fictitious name.

“Publication” is the distribution of copies or

phonorecords of a work to the public by sale or other

transfer of ownership, or by rental, lease, or lending.

The offering to distribute copies or phonorecords to a

group of persons for purposes of further distribution,

public performance, or public display, constitutes

publication. A public performance or display of a work

does not of itself constitute publication.

To perform or display a work “publicly” means—

(1) to perform or display it at a place open to the

public or at any place where a substantial number of

persons outside of a normal circle of a family and its

social acquaintances is gathered; or

(2) to transmit or otherwise communicate a

performance or display of the work to a place specified

by clause (1) or to the public, by means of any device or

process, whether the members of the public capable of

receiving the performance or display receive it in the

same place or in separate places and at the same time

or at different times.

“Registration”, for purposes of sections 205(c)(2),

405, 406, 410(d), 411, 412, and 506(e), means a

registration of a claim in the original or the renewed

and extended term of copyright.

App. 45

“Sound recordings” are works that result from the

fixation of a series of musical, spoken, or other sounds,

but not including the sounds accompanying a motion

picture or other audiovisual work, regardless of the

nature of the material objects, such as disks, tapes, or

other phonorecords, in which they are embodied.

“State” includes the District of Columbia and the

Commonwealth of Puerto Rico, and any territories to

which this title is made applicable by an Act of

Congress.

A “transfer of copyright ownership” is an

assignment, mortgage, exclusive license, or any other

conveyance, alienation, or hypothecation of a copyright

or of any of the exclusive rights comprised in a

of effect, but not including a nonexclusive license.

A “transmission program” is a body of material that,

as an aggregate, has been produced for the sole purpose

of transmission to the public in sequence and as a unit.

To “transmit” a performance or display is to

communicate it by any device or process whereby

images or sounds are received beyond the place from

which they are sent.

A “treaty party” is a country or intergovernmental

organization other than the United States that is a

party to an international agreement.

The “United States”, when used in a geographical

sense, comprises the several States, the District of

Columbia and the Commonwealth of Puerto Rico, and

App. 46

the organized territories under the jurisdiction of the

United States Government.

For purposes of section 411, a work is a “United

States work” only if—

(1) in the case of a published work, the work is first

published—

(A) in the United States;

(B) simultaneously in the United States and

another treaty party or parties, whose law grants a

term of copyright protection that is the same as or

longer than the term provided in the United States;

foreign nation that is not a treaty party; or

(D) in a foreign nation that is not a treaty party,

and all of the authors of the work are nationals,

domiciliaries, or habitual residents of, or in the case of

an audiovisual work legal entities with headquarters

in, the United States;

(2) in the case of an unpublished work, all the

authors of the work are nationals, domiciliaries, or

habitual residents of the United States, or, in the case

of an unpublished audiovisual work, all the authors are

legal entities with headquarters in the United States;

(3) in the case of a pictorial, graphic, or sculptural

work incorporated in a building or structure, the

building or structure is located in the United States.

App. 47

A “useful article” is an article having an intrinsic

utilitarian function that is not merely to portray the

appearance of the article or to convey information. An

article that is normally a part of a useful article is

considered a “useful article”.

The author’s “widow” or “widower” is the author’s

surviving spouse under the law of the author’s domicile

at the time of his or her death, whether or not the

spouse has later remarried.

The “WIPO Copyright Treaty” is the WIPO

December 20, 1996.

The “WIPO Performances and Phonograms Treaty”

is the WIPO Performances and Phonograms Treaty

concluded at Geneva, Switzerland, on December 20,

1996.

A “work of visual art” is—

(1) a painting, drawing, print, or sculpture, existing

in a single copy, in a limited edition of 200 copies or

fewer that are signed and consecutively numbered by

the author, or, in the case of a sculpture, in multiple

cast, carved, or fabricated sculptures of 200 or fewer

that are consecutively numbered by the author and

bear the signature or other identifying mark of the

author; or

(2) a still photographic image produced for

exhibition purposes only, existing in a single copy that

is signed by the author, or in a limited edition of 200

copies or fewer that are signed and consecutively

numbered by the author.

App. 48

A work of visual art does not include—

(A)(i) any poster, map, globe, chart, technical

drawing, diagram, model, applied art, motion picture or

other audiovisual work, book, magazine, newspaper,

periodical, data base, electronic information service,

electronic publication, or similar publication;

(ii) any merchandising item or advertising,

promotional, descriptive, covering, or packaging

material or container;

(iii) any portion or part of any item described in

clause (i) or (ii);

(B) any work made for hire; or

under this title.

A “work of the United States Government” is a work

prepared by an officer or employee of the United States

Government as part of that person’s official duties.

A “work made for hire” is—

(1) a work prepared by an employee within the

scope of his or her employment; or

(2) a work specially ordered or commissioned for use

as a contribution to a collective work, as a part of a

motion picture or other audiovisual work, as a

translation, as a supplementary work, as a compilation,

as an instructional text, as a test, as answer material

for a test, or as an atlas, if the parties expressly agree

in a written instrument signed by them that the work

shall be considered a work made for hire. For the

App. 49

purpose of the foregoing sentence, a “supplementary

work” is a work prepared for publication as a secondary

adjunct to a work by another author for the purpose of

introducing, concluding, illustrating, explaining,

revising, commenting upon, or assisting in the use of

the other work, such as forewords, afterwords, pictorial

illustrations, maps, charts, tables, editorial notes,

musical arrangements, answer material for tests,

bibliographies, appendixes, and indexes, and an

“instructional text” is a literary, pictorial, or graphic

work prepared for publication and with the purpose of

use in systematic instructional activities.

In determining whether any work is eligible to be

considered a work made for hire under paragraph (2),

neither the amendment contained in section 1011(d) of

the Intellectual Property and Communications

Omnibus Reform Act of 1999, as enacted by section

1000(a)(9) of Public Law 106–113, nor the deletion of

the words added by that amendment—

(A) shall be considered or otherwise given any legal

significance, or

(B) shall be interpreted to indicate congressional

approval or disapproval of, or acquiescence in, any

judicial determination,

by the courts or the Copyright Office. Paragraph (2)

shall be interpreted as if both section 2(a)(1) of the

Work Made For Hire and Copyright Corrections Act of

2000 and section 1011(d) of the Intellectual Property

and Communications Omnibus Reform Act of 1999, as

enacted by section 1000(a)(9) of Public Law 106–113,

were never enacted, and without regard to any inaction

App. 50

or awareness by the Congress at any time of any

judicial determinations.

The terms “WTO Agreement” and “WTO member

country” have the meanings given those terms in

paragraphs (9) and (10), respectively, of section 2 of the

Uruguay Round Agreements Act.

17 U.S.C. § 102 - Subject matter of copyright: In

general

(a) Copyright protection subsists, in accordance with

this title, in original works of authorship fixed in any

tangible medium of expression, now known or later

developed, from which they can be perceived,

reproduced, or otherwise communicated, either directly

or with the aid of a machine or device. Works of

authorship include the following categories:

(1) literary works;

(2) musical works, including any accompanying

words;

(3) dramatic works, including any accompanying

music;

(4) pantomimes and choreographic works;

(5) pictorial, graphic, and sculptural works;

(6) motion pictures and other audiovisual works;

(7) sound recordings; and

(8) architectural works.

App. 51

(b) In no case does copyright protection for an original

work of authorship extend to any idea, procedure,

process, system, method of operation, concept,

principle, or discovery, regardless of the form in which

it is described, explained, illustrated, or embodied in

such work.

17 U.S.C. § 106 - Exclusive rights in copyrighted

works

Subject to sections 107 through 122 [17 USCS §§ 107

through 122], the owner of copyright under this title

has the exclusive rights to do and to authorize any of

the following:

(1) to reproduce the copyrighted work in copies or

phonorecords;

(2) to prepare derivative works based upon the

copyrighted work;

(3) to distribute copies or phonorecords of the

copyrighted work to the public by sale or other

transfer of ownership, or by rental, lease, or

lending;

(4) in the case of literary, musical, dramatic, and

choreographic works, pantomimes, and motion

pictures and other audiovisual works, to perform

the copyrighted work publicly;

(5) in the case of literary, musical, dramatic, and

choreographic works, pantomimes, and pictorial,

graphic, or sculptural works, including the

individual images of a motion picture or other

App. 52

audiovisual work, to display the copyrighted work

publicly; and

(6) in the case of sound recordings, to perform the

copyrighted work publicly by means of a digital

audio transmission.

17 U.S.C. § 201 - Ownership of copyright

(a) INITIAL OWNERSHIP.—

initially in the author or authors of the work. The

authors of a joint work are coowners of copyright in the

work.

(b) WORKS MADE FOR HIRE.—

In the case of a work made for hire, the employer or

other person for whom the work was prepared is

considered the author for purposes of this title, and,

unless the parties have expressly agreed otherwise in

a written instrument signed by them, owns all of the

rights comprised in the copyright.

work is distinct from copyright in the collective work as

a whole, and vests initially in the author of the

contribution. In the absence of an express transfer of

the copyright or of any rights under it, the owner of

acquired only the privilege of reproducing and

distributing the contribution as part of that particular

collective work, any revision of that collective work,

and any later collective work in the same series.

App. 53

(d) TRANSFER OF OWNERSHIP.—

(1) The ownership of a copyright may be transferred

in whole or in part by any means of conveyance or

by operation of law, and may be bequeathed by will

or pass as personal property by the applicable laws

of intestate succession.

(2) Any of the exclusive rights comprised in a

rights specified by section 106, may be transferred

as provided by clause (1) and owned separately. The

owner of any particular exclusive right is entitled,

to the extent of that right, to all of the protection

and remedies accorded to the copyright owner by

this title.

(e) INVOLUNTARY TRANSFER.—

When an individual author’s ownership of a copyright,

or of any of the exclusive rights under a copyright, has

not previously been transferred voluntarily by that

individual author, no action by any governmental body

or other official or organization purporting to seize,

expropriate, transfer, or exercise rights of ownership

with respect to the copyright, or any of the exclusive

rights under a copyright, shall be given effect under

this title, except as provided under title 11.

17 U.S.C. § 411 - Registration and civil

infringement actions

(a) Except for an action brought for a violation of the

rights of the author under section 106A(a), and subject

to the provisions of subsection (b), no civil action for

infringement of the copyright in any United States

App. 54

work shall be instituted until preregistration or

registration of the copyright claim has been made in

accordance with this title. In any case, however, where

the deposit, application, and fee required for

registration have been delivered to the Copyright Office

in proper form and registration has been refused, the

applicant is entitled to institute a civil action for

infringement if notice thereof, with a copy of the

complaint, is served on the Register of Copyrights. The

the action with respect to the issue of registrability of

the copyright claim by entering an appearance within

sixty days after such service, but the Register’s failure

to become a party shall not deprive the court of

jurisdiction to determine that issue.

(b)

(1) A certificate of registration satisfies the

requirements of this section and section 412,

regardless of whether the certificate contains any

inaccurate information, unless—

(A) the inaccurate information was included on

the application for copyright registration with

knowledge that it was inaccurate; and

(B) the inaccuracy of the information, if known,

would have caused the Register of Copyrights to

refuse registration.

(2) In any case in which inaccurate information

described under paragraph (1) is alleged, the court

shall request the Register of Copyrights to advise

the court whether the inaccurate information, if

App. 55

known, would have caused the Register of

Copyrights to refuse registration.

(3) Nothing in this subsection shall affect any

rights, obligations, or requirements of a person

related to information contained in a registration

certificate, except for the institution of and

remedies in infringement actions under this section

and section 412.

or both, the first fixation of which is made

simultaneously with its transmission, the copyright

owner may, either before or after such fixation takes

place, institute an action for infringement under

section 501, fully subject to the remedies provided by

sections 502 through 505 and section 510, if, in

accordance with requirements that the Register of

Copyrights shall prescribe by regulation, the copyright

owner—

(1) serves notice upon the infringer, not less than

48 hours before such fixation, identifying the work

and the specific time and source of its first

transmission, and declaring an intention to secure

(2) makes registration for the work, if required by

subsection (a), within three months after its first

transmission.

17 U.S.C. § 501 - Infringement of copyright

(a) Anyone who violates any of the exclusive rights of

the copyright owner as provided by sections 106

App. 56

through 122 or of the author as provided in section

106A(a), or who imports copies or phonorecords into the

United States in violation of section 602, is an infringer

of the copyright or right of the author, as the case may

be. For purposes of this chapter (other than section

506), any reference to copyright shall be deemed to

include the rights conferred by section 106A(a). As used

in this subsection, the term “anyone” includes any

State, any instrumentality of a State, and any officer or

employee of a State or instrumentality of a State acting

in his or her official capacity. Any State, and any such

instrumentality, officer, or employee, shall be subject

to the provisions of this title in the same manner and

to the same extent as any nongovernmental entity.

(b) The legal or beneficial owner of an exclusive right

under a copyright is entitled, subject to the

requirements of section 411, to institute an action for

any infringement of that particular right committed

while he or she is the owner of it. The court may

require such owner to serve written notice of the action

with a copy of the complaint upon any person shown,

by the records of the Copyright Office or otherwise, to

have or claim an interest in the copyright, and shall

require that such notice be served upon any person

whose interest is likely to be affected by a decision in

the case. The court may require the joinder, and shall

permit the intervention, of any person having or

claiming an interest in the copyright.

that embodies a performance or a display of a work

which is actionable as an act of infringement under

subsection (c) of section 111, a television broadcast

App. 57

station holding a copyright or other license to transmit

or perform the same version of that work shall, for

purposes of subsection (b) of this section, be treated as

a legal or beneficial owner if such secondary

transmission occurs within the local service area of

that television station.

(d) For any secondary transmission by a cable system

that is actionable as an act of infringement pursuant to

section 111(c)(3), the following shall also have standing

to sue: (i) the primary transmitter whose transmission

has been altered by the cable system; and (ii) any

broadcast station within whose local service area the

secondary transmission occurs.

(e) With respect to any secondary transmission that is

made by a satellite carrier of a performance or display

of a work embodied in a primary transmission and is

actionable as an act of infringement under section

119(a)(3), a network station holding a copyright or

other license to transmit or perform the same version

of that work shall, for purposes of subsection (b) of this

section, be treated as a legal or beneficial owner if such

secondary transmission occurs within the local service

area of that station.

(f)

(1) With respect to any secondary transmission that

is made by a satellite carrier of a performance or

display of a work embodied in a primary

transmission and is actionable as an act of

infringement under section 122, a television

broadcast station holding a copyright or other

license to transmit or perform the same version of

App. 58

that work shall, for purposes of subsection (b) of

this section, be treated as a legal or beneficial owner

if such secondary transmission occurs within the

local market of that station.

(2) A television broadcast station may file a civil

action against any satellite carrier that has refused

to carry television broadcast signals, as required

under section 122(a)(2), to enforce that television

broadcast station’s rights under section 338(a) of

the Communications Act of 1934.

App. 59

APPENDIX F

DISTRIBUTION AGREEMENT

[Filed: August 30, 2021]

THIS AGREEMENT (“Agreement”), dated

effective as of June 20, 2017, is between SHOWTIME

NETWORKS INC. and SHOWTIME PAY-PER-VIEW,

a division of Showtime Networks Inc. (hereafter,

individually and/or collectively, “SNI”) on the one hand,

and MAYWEATHER PROMOTIONS, LLC (“Event

Promoter”), on the other.

[REDACTED]

In consideration of the mutual promises herein

contained and for other good and valuable

consideration, the receipt of which is hereby

acknowledged, the parties hereto agree as follows:

1. DEFINITIONS.

As used herein, the following terms shall have the

following meanings:

(a) The “Blackout Area” shall mean Clark

County, Nevada (i.e., the area encompassing the list of

zip codes, annexed hereto as Exhibit A and

incorporated herein).

(b) “CCTV” shall mean closed circuit television

reception and exhibition to commercial venues (or

facilities within such venues), including, without

limitation, movie theatres.

App. 60

(d) The “Event” shall mean a scheduled twelve

(12) round super welterweight bout between Floyd

Mayweather (“Mayweather”) and Conor McGregor

(“McGregor”), and three (3) live undercard matches

of customary PPV TV event quality for championship

caliber fights (the “Undercard Bouts”). It is currently

anticipated that the Undercard Bouts will be: Gervonta

Davis vs. Francisco Fonseca, Nathan Cleverly vs.

Badou Jack, and Andrew Tabiti vs. Steve Cunningham.

Except for Mayweather and McGregor, the fighters in

the Event are subject to change.

(e) Intentionally Omitted.

(f) The “Event Site” shall mean the T-Mobile

Arena in Las Vegas, Nevada.

(g) “License Agreements” shall mean all

agreements between SNI and/or MayMac (on the one

hand) and Licensees, on the other hand, for the live

PPV TV (and delayed PPV TV video on demand)

distribution and/or exhibition of the Event (and for the

live Internet Exploitation of the Event, in accordance

with paragraph 5(c) below) in the Territory.

(h) The “Licensees” shall mean (x) all PPV TV

distributors and exhibitors licensed to distribute and/or

exhibit the Event live via PPV TV (and on a delayed

PPV TV video on demand basis) in the Territory in

accordance with the terms of this Agreement,

including, but not limited to, iNDEMAND LLC (and its

respective affiliates and dual affiliates), cable systems,

TVRO packagers and distributors, MDS, MMDS and

DBS distributors, including DirecTV, Dish Network, C-

App. 61

Band, Vubiquity, SMATV operators, hotels and motels

(only for in-room viewing), telephone and other video

transmission companies, in each case, licensed to

distribute the Event, and (y) all distributors and

exhibitors licensed or otherwise authorized to

distribute and/or exhibit the Event live via Internet

Exploitation in the Territory, in accordance with

paragraph 5(c) below). The Licensees under subpart (y)

of the foregoing sentence are sometimes also referred

to as “Internet licensees” hereunder.

(i) The “Main Event” shall mean the

Mayweather vs. McGregor bout. The “Main Event

Participants” shall mean the fighters participating in

the Main Event.

(j) “Nonappearance Insurance” shall mean an

insurance policy which insures against the nonoccurrence of the Event (including but not limited to

the Main Event Participants’ nonappearance on the

Scheduled Event Date).

(k) “PPV Event Videotape” shall mean the

physical videotape of the Program.

(l) “PPV TV” shall mean television exhibition,

ordered on a per-event paid basis by a subscriber, for

reception in a private residential home, hotel or motel

guest room or other dwelling unit over facilities of a

cable television system (CATV), a multipoint

distribution system (MDS), a subscription television

service (STV), a satellite master antenna television

system (SMATV), by direct telecast satellite to receive

only satellite antennas (TVRO), or by telephone line, or

other television video transmission system.

App. 62

(m) The “Program” shall mean the live televised

version of the Event as produced by SNI hereunder for

exhibition in the Territory live via PPV TV (and used in

the exhibition via delayed PPV TV via “video on

demand”), live via the Internet pursuant to paragraph

5(c) below, and live via CCTV pursuant to paragraph

5(d) below. The “Program” shall also mean and include

all subsequent versions of the Event or Program

produced, edited or otherwise derived by SNI for

exhibition and/or distribution pursuant to SNI’s

Delayed Rights (as defined below) in the Territory

hereunder.

(n) The “Scheduled Event Date” shall mean

Saturday, August 26, 2017.

(o) “Signal Insurance” shall mean PPV TV

technical breakdown insurance with coverage for Event

Promoter and SNI only.

(p) The “Territory” shall mean the United

States of America, its territories, commonwealths

(including, without limitation, Puerto Rico),

protectorates and possessions (including, without

limitation, Guam, Saipan and St. Croix (USVI)),

Bermuda and Canada.

2. THE EVENT.

(a) Subject to the terms and conditions set forth

herein, Event Promoter shall arrange for, present and

promote, at its sole cost and expense, the Event at the

Event Site on the Scheduled Event Date. The first

round of the initial televised Undercard Bout of the

Event shall begin at approximately 9:00 p.m. Eastern

Time (“ET”), and the first round of the Main Event

App. 63

shall be scheduled to begin between at approximately

11:30 p.m. ET, or as otherwise agreed to by Event

Promoter and SNI (such start times being subject to

change with SNI’s prior approval exercised in

accordance with the Licensees’ and Internet licensees’

requirements); provided, that Event Promoter shall

ensure that the Main Event Participants are prepared

to begin their ring entrances no later than 11:00 p.m.

ET. Neither of the Main Event Participants shall be a

participant in any fight between the date hereof and

the Event. The date, time, duration, Event Site and the

participation of the Main Event Participants are of the

essence of this Agreement, provided, that, subject to

subsection (b) below, if a force majeure event results in

the incapacity of the Event Site (e.g. fire, flood, act of

God), the parties shall mutually agree upon a new

Event Site, if time permits.

[REDACTED]

EVENT

PROMOTER’S

FURTHER

RESPONSIBILITIES WITH RESPECT TO THE

EVENT.

[REDACTED]

4. RIGHTS OVERVIEW.

(a) SNI’S Rights Generally. Subject to the

terms and provisions herein, including paragraph 5

below, SNI is hereby acquiring from Event Promoter

(A) from the date hereof until the expiration of the SNI

Exclusive Window (as defined below): all audio and/or

visual rights in the Event (other than live CCTV

rights), exclusively, in all media whether now known or

hereafter existing, throughout the Territory, subject to

App. 64

Event Promoter’s Internet Exploitation rights as set

forth in paragraph 5(c) below (collectively, the

“Exclusive Rights”); and (B) from the day following

the end of the SNI Exclusive Window and continuing

thereafter in perpetuity, the non-exclusive audio and/or

visual rights in the Event, in all media whether now

known or hereafter existing, throughout the world,

including the Territory (the “Non-Exclusive Rights”).

For clarity, the Exclusive Rights and Non-Exclusive

Rights include advertising, publicity and promotional

rights, subject to the terms and conditions of this

Agreement. For clarity, SNI shall own and control the

Exclusive Rights exclusively as against the Event

Promoter and all third parties.

(b) Event Promoter’s Rights Generally.

Subject to the terms and provisions herein, Event

Promoter shall retain any and all rights in the Event

not granted hereunder to SNI (all of such retained

rights, as set forth in subparts (x) and (y) of this

paragraph, collectively the “Promoter Rights”), which

rights shall consist of: (x) from the date hereof until the

expiration of the SNI Exclusive Window: (1) any and all

rights in the Event, in all media whether now known or

hereafter existing, throughout the world outside of the

Territory, (2) the exclusive right to distribute the Event

live via CCTV throughout the Territory, and the right

to distribute the Event live via Internet Exploitation in

the Territory in accordance with paragraph 5(c) below,

[REDACTED]

App. 65

Internet in the Territory.

(i) As part of SNI’s Exclusive Rights, SNI shall

have the exclusive (subject to Event Promoter’s/

MayMac’s rights set forth in this subparagraph (i))

right to exhibit and distribute, and authorize the

exhibition and distribution of, the Program in the

Territory live via online services, the world wide web or

the Internet (collectively, the “Internet”) on or via the

following third-party platforms: Sony Playstation and

Apple TV, and directly to consumers, provided that,

there shall be no exhibition or distribution of the

Program or Event via the Internet in the Territory at

any time during the restricted periods, if any, set forth

in the License Agreements (the “Restricted Period”)

by any format (whether video or audio), unless the

parties mutually agree otherwise in writing.

Notwithstanding anything to the contrary in the

foregoing, (x) SNI shall not have, and Event Promoter

shall instead grant to MayMac exclusively, the right to

exhibit and distribute, and authorize the exhibition and

distribution of, the Program in the Territory live via

the Internet on or via the following third-party

platforms: Roku, Microsoft Xbox, Amazon Fire and socalled “smart TVs”, and (y) Event Promoter shall grant

to MayMac (on a non-exclusive (as against SNI) basis)

the right to exhibit and distribute the Program live via

the Internet directly to consumers, in each case subject

to any Restricted Period. All the foregoing Internet

exhibition and distribution of the Program is

sometimes referred to herein as the “Internet

Exploitation”. [REDACTED]

App. 66

(d) Live CCTV Distribution of the Event in the

Territory.

(i) Event Promoter shall grant to MayMac the

exclusive right to exhibit and distribute, and authorize

the exhibition and distribution of, the Program in the

Territory live by means of CCTV. MayMac shall handle

the discussions and negotiations with potential CCTV

licensees, and shall prepare and negotiate each CCTV

license agreement, each of which shall require that all

revenues thereunder be paid directly into the General

Escrow Account and each of which shall be executed by

MayMac.

(ii) Event Promoter shall be solely responsible

for all expenses incurred in connection with the CCTV

telecast of the Program in the Territory, as well as

telecasts of the Event outside the Territory, such costs

including, without limitation, the production and

distribution of marketing materials related thereto.

[REDACTED]

6. PRODUCTION AND TRANSMISSION OF

THE PROGRAM.

[REDACTED]

7. ADVERTISING,

SPONSORSHIP.

PROMOTION

[REDACTED]

8. FINANCIAL TERMS:

9. INSURANCE

[REDACTED]

AND

App. 67

10. TERM.

Subject to the terms and conditions set forth herein,

the term of this Agreement shall commence as of the

date hereof, and shall remain in effect until the

conclusion of the Event and the completion of each

party’s responsibilities hereunder and under the TwoParty Agreement with respect to the Event and

Program.

11. EVENT PROMOTER’S REPRESENTATIONS

AND WARRANTIES.

[REDACTED]

12.

SNI’S

WARRANTIES.

REPRESENTATIONS

[REDACTED]

13. INDEMNIFICATION.

[REDACTED]

14. INDEPENDENT CONTRACTORS.

[REDACTED]

15. CONFIDENTIALITY.

[REDACTED]

16. SEVERABILITY.

[REDACTED]

17. REMEDIES.

[REDACTED]

AND

App. 68

19. MISCELLANEOUS.

[REDACTED]

IN WITNESS WHEREOF, each of the parties

hereto has duly executed and delivered this Agreement

as of the date first written above.

MAYWEATHER PROMOTIONS, LLC

By: /s/ Illegible

Name:

Title:

SHOWTIME PAY-PER-VIEW,

division of Showtime Networks Inc.

By: /s/ Stephen Espinoza

Name: Stephen Espinoza

Title: EVP Showtime Sports

SHOWTIME NETWORKS INC.

By: /s/ Stephen Espinoza

Name: Stephen Espinoza

Title: EVP Showtime Sports

App. 69

Exhibit A

[REDACTED]

EXHIBIT B

Intentionally omitted.

Exhibit C

[REDACTED]

Exhibit D

[REDACTED]

App. 70

APPENDIX G

COMMERCIAL LICENSING AGREEMENT

[Filed: August 30, 2021]

This Commercial Licensing Agreement (“Agreement”)

is made and entered into effective as of August 1, 2017

by and among Mayweather Promotions, LLC (Nevada

LLC), 2701 Crimson Canyon Drive, Suite 120, Las

Vegas, NV 89128, and MAYMAC LLC, with a business

address at 6650 S Torrey Pines, Las Vegas, NV 89118,

(together, the “Licensor”) and JOE HAND

PROMOTIONS, INC., a corporation chartered in the

State of Pennsylvania with its principal place of

business located at 407 E. Pennsylvania Boulevard,

Feasterville, Pennsylvania 19053 (“JHP”).

RECITALS

WHEREAS, Licensor is the exclusive distributor of the

live audiovisual closed-circuit broadcast of Mayweather

Vs McGregor to be held on August 26, 2017 (hereinafter

referred to as the “Event”);

WHEREAS, JHP is engaged in the business of

promoting and distributing commercial closed-circuit

events;

WHEREAS, Licensor desires to show its Event via

closed circuit television at commercial locations and

JHP desires to promote and distribute the Event on

closed circuit television at commercial locations in

continental United States, Alaska, and Hawaii, but

App. 71

excluding Clark County, Nevada and the Las Vegas

strip (the “Market Territory”).

NOW THEREFORE, in consideration of the above

and for other valuable consideration Licensor and JHP

agree as follows:

APPOINTMENT AND NATURE OF JHP

1. Appointment of JHP. Subject to the terms and

conditions set forth in this Agreement, Licensor hereby

grants JHP the sole and exclusive third party license

during the Term (defined below) to distribute, via

cable, satellite and/or Internet stream, and authorize

the public exhibition of the Event through the

Distribution Channel (defined below) in the Market

Territory, and JHP agrees fully and faithfully to

perform and discharge the duties, obligations, and

responsibilities provided for in this Agreement.

Licensor represents that it has no other such

agreements with any other distributor for the Event in

the Market Territory for the Distribution Channel.

Permitting distribution of the Event for the

Distribution Channel by any other entity in the Market

Territory by another distributor shall be considered a

breach of this Agreement.

1.1. Any and all rights to the Event or any elements

thereof not specifically licensed to JHP under the

Agreement are expressly reserved to Licensor,

including without limitation, territories not licensed

herein, all series’ format rights, all other forms of

distribution not licensed herein, residential

distribution, theatrical distribution, non-Event

programming, highlights, clips, videocassette, home

App. 72

video, digital video disk (DVD), broadband and Internet

rights over the world wide web and via mobile devices

(i.e. through an open platform made available

publically), print, merchandising, or by any other

similar or dissimilar means in any media or

distribution paths now known or hereafter devised,

except as expressly set forth herein. Such reserved

rights may be freely exploited by any non-television or

television distribution technology at any time

throughout the world by Licensor. Nothing herein shall

limit, constrain or prevent Licensor from exploiting all

rights to the Programs in the Market Territory on its

owned, operated and controlled platforms, including

without limitation, its Internet and mobile platforms,

widgets and applications.

2. Distribution Channel. JHP shall be the sole and

exclusive third party distributor of commercial closed

circuit television of the Event and may only distribute

the Event through closed circuit television authorizing

the public display by commercial establishments (the

“Distribution Channel”.) Unless prior written approval

by Licensor is received, the Market Territory does not

include the following (i) any closed circuit television

locations at hotels and casinos located in Clark County,

Nevada; (ii) the Las Vegas Strip, and (iii) theatrical

and movie theater locations, or other national

entertainment content provider that broadcasts

entertainment events to movie theaters. Additionally,

nothing herein shall in anyway limit or restrict

Licensor’s absolute rights to show the Event to

residences, hotel rooms, dormitories, military base

residential living, and all similar locations, via any and

all means and modes of pay-per-view television,

App. 73

Internet, wireless, broadband, and all other means or

modes now known or hereafter developed.

3. Authority and Capacity. JHP is an independent

contractor, is not an agent of Licensor, and is not

authorized to waive any right or to incur, assume or

create any debt, obligation contract or release of any

kind in the name of or on behalf of Licensor. Nothing

herein shall be construed so as to create an employeremployee, agency, partnership, or joint venture

relationship between the parties hereto.

4. Term. This Agreement shall become effective upon

execution by JHP and Licensor and shall continue in

effect until all applicable payments have been made

following the Event (the “Term”).

JHP OBLIGATIONS

5. Best Efforts to Market. JHP shall exercise its best

efforts to advertise, promote and market the Event and

to promote the goodwill of Licensor and the market

reputation of the Event. JHP shall conduct its activities

related to the marketing of the Event in a professional

manner and in accordance with the reasonable policies

and procedures of Licensor and the terms of this

Agreement. Marketing expenses to be deducted from

the Net License Fee shall be subject to the prior

written approval of Licensor.

6. Advertising. JHP shall advertise the Event in a

manner that will develop customer interest and

confidence in Licensor and in the Event. JHP shall be

entitled, during the term of this distributorship created

by this Agreement to advertise and hold itself out as an

authorized distributor of the Event through the

App. 74

Distribution Channel. JHP shall submit examples of all

proposed advertisements and other promotional

materials of the Event to Licensor for Inspection and

JHP shall not use any such advertisements or

promotional materials without having received the

prior written consent of Licensor to do so. JHP shall

not, pursuant to this Agreement or otherwise, have or

acquire any right, title or interest in or to Licensor’s

Trademarks. Advertising expenses to be deducted from

the Net License Fee shall be subject to the prior

written approval of Licensor.

6.1 JHP shall prepare all documentation necessary

to meet the legal requirements of the closed-circuit

distribution, including but not limited to:

(i) preparation of licenses and technical documentation

for each location, (ii) distribution of marketing and

promotional materials, and (iii) collection of all funds

and preparation of sales and revenue reports in a

timely fashion.

6.2 JHP shall provide direct marketing, such as

mailing pieces and other forms of advertising to create

awareness of the program. Such direct marketing shall

comply with all Federal, State and local laws.

6.3 With approval by Licensor, JHP may utilize the

services of other regional closed-circuit distributors to

maximize the sales and distribution efforts on this

program. Any such company shall be bound under the

same terms and conditions listed in any contract

between JHP and Licensor. Licensor shall not be

subject to any double commissions and JHP agrees to

be solely responsible for any and all commissions, fees

and other amounts that may be due to any sub-

App. 75

distributors. JHP shall indemnify, defend and hold

Licensor, its officers, directors, members, employees

and agents harmless from and against all claims of

other regional closed-circuit distributors.

7. Security. Upon written demand, JHP shall provide

Licensor with a complete list of verifiable customers.

JHP shall use reasonable best efforts to discourage

theft of service and the unauthorized exhibition of the

Event at commercial locations. In an effort to protect

the commercial closed-circuit broadcast rights, JHP

will coordinate and finance its own piracy program.

JHP shall have the right as exclusive licensee to

assert independent claims, including under the

Communications and/or Copyright Acts, against

commercial infringers that receive and exhibit the

Event without authorization. [REDACTED]

8. Event Casino Fees. JHP agrees that any and all

proposed fees for viewing of any Event at any hotelcasino in the Market Territory must be pre-approved in

writing by Licensor upon five (5) business days written

notice to Licensor.

9. Consumer Data. To the extent permitted by law,

JHP agrees to collect and report to Licensor data in

respect of location/establishment data, including

location, address, contact person, price and purchase

history on an Event-by-Event basis, as well as nonpersonally identifiable consumer information, including

buying habits, usage behavior and economic data, as

applicable (“Consumer Data”) with respect to JHP’s

distribution of the Event. JHP acknowledges that such

Consumer Data constitutes Confidential Information

for purposes of the License Agreement and does not

App. 76

disclose such Consumer Data to any third parties. JHP

represents, warrants and covenants that it does and

will comply with all applicable privacy and information

security laws and regulations applicable to such

Consumer Data.

LICENSOR OBLIGATIONS

10. Licensor hereby grants JHP permission to enter

into agreements With DirecTV, Dish Network, other

DBS satellite providers, individual cable system

operators, and Internet Protocol television (IPTV)

providers which shall act as authorization sources for

their commercial customers utilizing that technology to

broadcast the Events. If necessary, JHP shall ask

Licensor and Licensor shall cooperate to assist in its

negotiations with these digital authorization sources in

order to reach an agreement on terms for authorizing

the requested commercial account. JHP shall use its

best efforts to obtain the most favorable terms and fees

from all such providers. JHP agrees that any new

media platforms must be approved by Licensor, in its

sole and absolute discretion.

FINANCIALS

11. As compensation for these exclusive rights, JHP

shall pay Licensor the following for each closed-circuit

distributed Event:

11.1 [REDACTED]

11.2 [REDACTED]

11.3 [REDACTED]

11.4 [REDACTED]

App. 77

11.5 [REDACTED]

11.6 The Suggested Retail Price (“Rate Card”) shall

be determined by Licensor, in its sole discretion, after

consultation with JHP. The actual retail price of

distribution shall be determined by JHP

[REDACTED]

INTELLECTUAL

INDEMNIFICATION

PROPERTY

AND

12. Proprietary Rights. Licensor agrees that JHP

holds the right to authorize the exhibition of the Event

publicly within the meaning of 17 U.S.C. § 106(4)-(5).

All other intellectual property including patents and

patent applications, trademarks, servicemarks,

copyrights, tradenames and other proprietary rights in

and with respect to the Event and Promotional

Materials are and will remain exclusively the property

of Licensor. During the term of this Agreement, JHP

may indicate that it is an authorized distributor of the

Event for Licensor and may within the direction of

Licensor use the trademarks, servicemarks, logos,

symbols and tradenames of Licensor applicable to the

Event in connection with JHP’s advertising, promotion,

distribution and sale of the Event in the Market

Territory in accordance with the terms of this

Agreement;

12.1 JHP shall neither acquire nor assert any

intellectual property right, title or interest in or

directly or indirectly obtain or attempt to obtain at any

time any right, title or interest by registration or

otherwise in or to the tradenames, trademarks,

symbols or designations owned or used by Licensor.

App. 78

Any and all work by JHP pertaining in any way to this

Agreement is expressly deemed and agreed to be workfor-hire and all rights belong to Licensor. JHP agrees

that any and work by JHP and all intellectual property,

including without limitation, concepts, ideas, copy,

graphics, compilations, sketches, artwork, electronic

files, video, film, photography, photograph layouts, any

and all derivative works, and other materials related to

the Event and will become the sole and exclusive

property of Licensor throughout the world in

perpetuity. Licensor may use any and all materials

generated as it sees fit without any additional

compensation; however, Licensor is not under any

obligation to use such materials. To the extent that any

of the materials may not, by operation of law or

otherwise, be a work made for hire in accordance with

the terms of this Agreement, JHP hereby irrevocably

assigns and transfers to Licensor all right, title and

interest in and to any registrations and copyrights, and

Licensor shall have the right to obtain and hold in its

own name any copyrights, registrations and other

proprietary rights which may be available. All

reproduction rights are retained by Licensor and any

and all work by JHP may not be reproduced in any

form without written consent from licensor. JHP

hereby assigns to Licensor all JHP’s worldwide right,

title and interest in Licensor’s trademarks,

servicemarks, logos, symbols and tradenames, and in

any derivation, adaptation, variation or name thereof.

Without limiting the foregoing, JHP hereby assigns to

Licensor all JHP’s worldwide right, title and interest in

any material objects consisting of or incorporating any

drawings, paintings, or other derivations, adaptations,

App. 79

compilations, collective works, variations or names

relating to Event or the Licensor;

12.2 Whenever JHP is permitted to employ any

trademark or servicemark of Licensor in any form on

printed materials, JHP shall place immediately after

and slightly above the use of the trademark, “®” or

“TM” and indicate that it is the trademark or

registered trademark of Licensor.

13. Third Party Infringement. JHP agrees to

actively monitor and give Licensor prompt written

notice of any unlicensed use by third parties of the

Licensor’s intellectual proprietary rights including

trademarks and tradenames. JHP shall immediately

notify Licensor upon discovery of any theft, piracy or

any unauthorized exhibition, distribution, alteration,

copying or duplication of the Event or any other

Licensor content or programming. JHP will not,

without Licensor’s written consent, bring or cause to be

brought any criminal prosecution, lawsuit, or

administrative action for infringement, interference

with or violation of any rights to trademarks or

tradenames. JHP agrees to cooperate with Licensor,

and, if necessary, to be named by Licensor as a sole

complainant or co-complainant in any action against an

infringer of the Event and Licensor’s trademarks or

tradenames.

14. Mutual Confidentiality. The Parties agree to

keep the terms and conditions of this Agreement

confidential, and shall not disclose such terms and

conditions to any third party without obtaining the

other Party’s prior written consent; provided however,

that this Agreement may be disclosed on a need-to-

App. 80

know basis to Party attorneys and accountants who

agree to be bound by this confidentiality provision or by

Court order or by subpoena. The Parties may disclose

information of a financial nature in this Agreement to

their auditors and to financial institutions in the

ordinary course of business. In addition, the Parties

may have access to information concerning the other

Party’s business and operations, and/or other matters

relating to the other Party’s creations or business

plans, which information may not be accessible or

known to the general public. The Parties agree to keep

any and all such information strictly confidential and

not to use or disclose such information to any third

party without obtaining the other Party’s prior written

consent.

INDEMNIFICATION

15. Licensor shall indemnify, defend and hold JHP, its

officers, directors, employees and agents harmless from

and against all third party claims that any Event

infringes any patent, trademark, servicemark,

tradename or other intellectual property rights in the

Market Territory. Licensor shall also indemnify, defend

and hold JHP harmless for any claim, fine or penalty

that may arise out of or involve the content of any

Licensor event, including but not limited to charges of

obscenity or profanity or any of the violation of FCC

rules or regulations that may apply. Licensor shall

assume the defense of any suit based on any such claim

of infringement brought against JHP specifically

relating to the Event by retaining at Licensor’s expense

counsel to represent JHP. Licensor shall pay any

damages assessed against or otherwise payable by JHP

App. 81

as a result of the final disposition of any such suit

relating to the Event.

16. Licensor’s indemnity of JHP hereunder is

conditioned upon: (a) JHP giving prompt written notice

of Licensor of any such claim or of the commencement

of any such suit, or threats thereof after JHP has

received notice of same; (b) Licensor having full

opportunity to conduct the defense thereof; and, (c) the

co-operation of JHP in the defense of such claim. JHP

shall not incur any defense costs without Licensor’s

prior written consent.

17. JHP shall indemnify, defend and hold Licensor, its

affiliates, members, parents, successors, officers,

directors, employees and agents, harmless during and

after the term hereof against all claims, demands,

suits, judgments, losses, liabilities (including

settlements entered into in good faith with JHP’s

consent, not to be unreasonably withheld) and expenses

of any nature (including reasonable attorneys’ fees)

arising out of JHP’s activities under this Agreement,

including but not limited to, any actual or alleged:

(a) negligent acts or omissions on JHP’s part;

(b) personal injury; (c) infringement of any rights, other

than intellectual property rights of the Event, of any

other person by the manufacture, sale, possession or

use of the Event; (d) breach on JHP’s part of any

covenant, representation or warranty contained in the

Agreement; (e) claims, litigation and publicity as a

result of claims made against commercial locations on

behalf of JHP, include letters of demand, and litigation,

or, (f) failure of JHP to comply with applicable Laws,

including but not limited to, violations of antitrust

App. 82

laws. JHP shall pay any damages assessed against or

otherwise payable by Licensor as a result of the final

disposition of any such suit.

18. JHP’s indemnity of Licensor hereunder is

conditioned upon: (a) Licensor giving prompt written

notice to JHP of any such claim or commencement of

any such suit, or threats thereof after Licensor has

received notice of same; (b) JHP having full opportunity

to conduct the defense thereof; and, (c) the co-operation

of Licensor in the defense of such claim. Licensor shall

not incur any defense costs without JHP’s prior written

consent.

TERMINATION

19. JHP and Licensor may terminate this Agreement

at any time by giving each other [REDACTED]

written notice of the intention to terminate. No

damages or other compensation shall be payable to

either party on account of such termination excepting,

however, that any revenue then due shall be

distributed in accordance with this Agreement. Any

event scheduled to take place [REDACTED] of the

notice of termination shall be distributed and broadcast

in accordance with this Agreement and all revenues

generated thereby shall be paid pursuant to this

Agreement.

20. Licensor may terminate this Agreement, by giving

JHP at least [REDACTED] notice of the intention to

terminate, in the event of any of the following

occurrences:

20.1 Any act of dishonesty or violation of laws by

JHP arising in relation to this Agreement, which

App. 83

could affect JHP’s ability to perform hereunder

or which, in the sole judgment of Licensor, could

be detrimental to Licensor or its business;

20.2 The unauthorized release to third parties

by JHP proprietary, confidential or commercially

sensitive information, which refers to or relates

to Licensor or the Event(s);

20.3 Changes in laws or governmental policies

making it impractical for the Event to be

produced or for JHP to act as a distributor for

the Event;

20.4 The cessation of business activities by JHP;

(a) The insolvency or admission by JHP of its

inability to pay its debts as they mature,

(b) the filing of a petition for bankruptcy or

similar proceedings by or against JHP or,

creditors or similar acts;

20.5 Any material breach by JHP of any term or

condition set forth in this Agreement other than

those set forth above, provided, however, that for

any such breach, JHP shall not have cured such

breach has been given to JHP by Licensor; or

20.6 The failure of JHP to cure to Licensor’s

satisfaction any material breach by JHP of any

term or condition of this Agreement (other than

those set forth immediately above) within

[REDACTED] written notice of such breach to

JHP.

App. 84

21. Effect of Termination or Expiration. Upon

termination of the Agreement:

21.1 JHP shall discontinue the use of any and all

Licensor’s intellectual property, including, but not

limited to tradenames, trademarks, symbols or

designations associated with Licensor or the Event and

shall immediately discontinue designating itself as an

authorized distributor of Licensor.

21.2 JHP shall immediately return to Licensor all

items of proprietary or confidential information

delivered to JHP hereunder.

21.3 With exception of a termination for cause,

Licensor shall return a pro-rata refund of Net License

Fees to JHP relating to future Event during the Term.

22. Remedies. Neither the right to terminate nor the

actual termination of this Agreement upon breach of

any provision hereof shall limit either party from

pursuing whatever relief it deems appropriate for such

breach, in accordance with, and subject to any

limitations contained herein.

23. Regulatory Termination. In the event that a

Regulatory Problem (as hereinafter defined) arises at

any time as a result of this Agreement or the

underlying relationship between the Licensor and JHP

(or any of their affiliates, members or subsidiaries),

Licensor shall take all action deemed reasonably

necessary by its officers, members, managers or

advisors, including, without limitation, amending or

terminating this Agreement, in order to eliminate such

Regulatory Problem. For purposes of this Section,

“Regulatory Problem” means any circumstances such

App. 85

that Licensor’s continued affiliation or contractual

relationship with JHP (or any affiliate thereof), is

deemed likely, in the reasonable judgment of Licensor,

based on a verbal or written inquiry or verifiable

information or information received from any gaming

or athletic authority, to preclude or materially delay,

impede, jeopardize or impair the ability of Licensor or

any of its officers, owners, members, managers,

employees or affiliates to obtain or retain any gaming

or athletic license, or such as may result in the

imposition of materially burdensome terms and

conditions on any such gaming or athletic license, or

such as could subject Licensor or any of its officers,

owners, members, managers, employees or affiliates to

any disciplinary proceedings by any gaming or athletic

authority, or such as would constitute a violation of the

gaming or athletic laws.

FORCE MAJEURE AND COMPLIANCE WITH

LAWS

24. Force Majeure. If either party is delayed, or

interrupted [Illegible] prevented from the performance

of its obligations hereunder by reason of an act of God,

fire, flood, war, public disaster, strikes or labor

difficulties, governmental enactment, regulation or

order, or any other cause beyond its control, and if such

party has given the other party prompt notice hereof

and, on request, such confirmatory documentation as

the other party may reasonably request and has in

good faith kept the other party apprised of when the

delay, interruption or prevention is expected to be

resolved, the time for the performance of the party’s

obligations shall thereupon be extended for a period

App. 86

equal to the duration of the contingency that

occasioned the delay, interruption or prevention, but

not exceeding sixty (60) days unless otherwise

mutually agreed. If the force majeure condition

continues for more than sixty (60) days, either party

may terminate this Agreement upon written notice to

the other party.

25. Compliance with United States Laws and

Regulations. It is understood that imports and sales

of the Event by JHP may require approvals pursuant

to and in compliance with federal and state laws and

regulations of the Market Territory. In order to assure

that imports and sales of the Event made pursuant to

this Agreement do not violate any applicable laws or

regulations, the parties agree as follows:

25.1 JHP shall promptly provide to Licensor

information on laws, rules, and regulations of the

Territory or of any state or political sub-division thereof

insofar as such laws, rules, or regulations affect or are

likely to affect (i) JHP’s rights to distribute or sell the

Event; or (ii) Licensor’s rights under this Agreement.

25.2 JHP shall at all times comply with, and shall

require its dealers at all times to comply with, all

applicable laws, rules and regulations of the Territory

or of any State or political subdivision thereof that

affect or impact this Agreement and each party’s rights

and obligations hereunder or that affect or regulate the

manufacture of the Event or their importation into the

Market Territory.

App. 87

GENERAL PROVISIONS

26. Notices. All notices, demands, requests, consents,

approvals or other communications (collectively

“Notices”) required or permitted to be given hereunder

or which are given with respect to this Agreement shall

be in writing, addressed to the party to be served at the

address set forth on page 1 of this Agreement, with

copies for Licensor at May Mac LLC to Ike Lawrence

Epstein, Senior EVP & COO, Wm. Hunter Campbell,

EVP & GC, and to Mayweather Promotions, LLC, c/o

Showtime Pay Per View, a division of Showtime

Networks Inc. (a Delaware corporation), 1663

Broadway, New York, NY 10019, Attn: Stephen

Espinoza, Stephen.Espinoza@Showtime.net, fax (212)

708-7498. Notice may be served personally or by

depositing the same address as herein provided (unless

and until otherwise notified), postage prepaid in the

United States Mail. Such Notice shall be deemed

served upon personally delivery or upon the date of

mailing; provided however, that Licensor shall be

deemed to have been served with a notice of request for

approval of materials under this Agreement only under

Licensor’s actual receipt of the request.

27. Counterpart. This Agreement may be executed in

counterparts, each shall be deemed an original, but all

of which taken together shall constitute but one and

the same instrument.

28. Governing Law; Forum Selection; Consent to

Jurisdiction. This Agreement and its incorporated

Exhibits have been delivered at and shall be deemed to

have been made and entered into in Las Vegas,

Nevada. Accordingly, the rights and liabilities of the

App. 88

parties shall be determined in accordance with the laws

of the state of Nevada, without regard to its principles

of conflicts of laws. The parties agree that the exclusive

jurisdiction and venue for the resolution of any dispute

arising from or relating to this Agreement shall lie in

the United States District Court, District of Nevada,

sitting in Las Vegas, Nevada. Each party irrevocably

consents to the service of process in any such dispute if

served in accordance with the notice provisions

contained herein.

29. Remedies Cumulative. Unless otherwise provided

for under this Agreement, all rights of termination or

cancellation, or other remedies set forth in this

Agreement, are cumulative and are not intended to be

exclusive of other remedies to which the injured party

may be entitled by law or equity in case of any breach

or threatened breach by the other party of any

provision in this Agreement. Use of one or more

remedies shall not bar use of any other remedy for the

purpose of enforcing any provision of this Agreement.

JHP’s sole remedy for breach of this Agreement by

Licensor shall be an action for money damages and in

no event shall JHP be entitled to injunctive or other

equitable relief. However, Licensor may seek equitable

relief against JHP under this Agreement, including but

not limited to injunctive relief.

30. Entire Agreement. The terms of this Agreement

are intended by the parties as a final expression of

their Agreement with respect to such terms as are

included in this Agreement and may not be

contradicted by evidence of any prior contemporaneous

agreement. The parties further intend that this

App. 89

Agreement constitutes the complete and exclusive

statement of its terms and then no extrinsic evidence

whatsoever may be introduced in any judicial

proceeding, if any, involving this Agreement

31. Modification and Amendments. This Agreement

may not be modified, changed or supplemented, nor

may any obligations hereunder be waived or extensions

of time for performance be granted, except by written

instrument signed by the party to be charged or by its

duly authorized agent or as otherwise expressly

permitted herein.

32. Waivers and Extensions. No waiver or breach of

any Agreement or provision herein contained shall be

deemed a waiver of any preceding or succeeding breach

thereof or of any other agreement or provision herein

contained. No extension of time for performance of any

obligations or acts shall be deemed an extension of time

for performance of any other obligations or acts.

33. Titles and Headings. Titles and headings of

sections of this Agreement are for convenience of

reference only and shall not affect the construction of

any provisions of this Agreement.

34. Schedules. Each of the Schedules referred to

herein and attached hereto is an integral part of this

Agreement and is incorporated herein by reference.

35. Consents and Approvals. Whenever consent or

approval of either party is provided for in this

Agreement, such consent or approval shall be given in

writing to the requesting party.

App. 90

36. Further Assurances. The parties agree to do such

further acts and things and to execute and deliver such

additional agreements and instruments as the other

may reasonably require to consummate, evidence or

confirm the agreements contained herein in the

manner contemplated hereby.

37. Assignments and Sublicenses. The services to be

provided by JHP hereunder are peculiar and special in

nature. Therefore, neither JHP nor Licensor shall

assign this Agreement in whole or in part without

the prior written consent of the other party.

Notwithstanding the foregoing, Licensor may assign

this Agreement or any of its rights hereunder, without

the other’s consent, to any entity with which it may be

merged or consolidated or which acquires all or

substantially all of its assets, provided that such an

entity agrees in writing to assume all applicable

obligations under this Agreement. Any purported

assignment or transfer by Licensor of any of its rights

or obligations under this Agreement other than in

accordance with the provisions of this Section shall be

void, unless otherwise approved by the parties. JHP

agrees it shall maintain a consistent level of integrity,

quality and exposure level of the Event during the

entire Term of this Agreement to Licensor’s

satisfaction. This Agreement will bind and inure to the

benefit of the respective successors and permitted

assigns of JHP or Licensor.

38. Partial Validity. If any provision of this

Agreement is found to be invalid by any court, the

invalidity of such provisions shall not affect the validity

of the remaining provisions hereof.

App. 91

39. Survivability. The respective obligations of the

parties under this Agreement, which by their nature

would continue beyond the termination, cancellation or

expiration of this Agreement, including but not limited

to indemnification, audit rights and piracy settlement

payments, shall survive termination, cancellation or

expiration of this Agreement.

40. Audit Rights. JHP shall keep full, clear and

accurate books of account and records with respect to

all financial terms, including and not limited to gross

license fees, Net License Fees, authorization fees,

credit card fees and any miscellaneous event license

taxes pursuant to this Agreement. The books and

records shall be maintained in such a manner that the

reports required herein shall be readily verifiable.

Licensor, and Licensor’s designated agent (designated

in writing by the Licensor), shall have the right to

examine and audit JHP’s records at JHP’s business

premises upon reasonable prior notice to JHP and

during normal business hours. Licensor shall be

entitled to examine and audit JHP’s records once in

any calendar year unless a prior audit by Licensor in

that year revealed a deficiency. If Licensor’s audit

reveals an overpayment in any payments due to

Licensor pursuant to this Agreement, such amounts

will be credited against the payments next due. If

Licensor’s audit reveals a deficiency in any payment

due under this Agreement, JHP shall remit the amount

of the deficiency within 10 days after demand therefore

together with interest at a rate of seven percent (7%)

per annum. If any such audit shows a deficiency of

greater than five percent (5%) with respect to the

amounts that should have been paid to Licensor, the

App. 92

reasonable cost of such audit shall be paid by JHP.

After twelve (12) months from the date of any report

and corresponding payment, that report shall be

deemed final and binding and Licensor shall have no

further right to contest the report or payment of

Licensor’s revenue share as specified therein.

Notwithstanding the foregoing, if JHP disagrees with

the results of an audit by licensor, JHP and the

Licensor shall mutually agree upon a third party

accounting firm to review Licensor’s audit and the

results thereof shall be binding on Licensor and JHP.

41. Corporate Authority. Each individual executing

this Agreement on behalf of any corporation which is a

party to this Agreement represents and warrants that

he or she is duly authorized to execute and deliver this

Agreement on behalf of said corporation, in accordance

with a duly adopted resolution of the Board of Directors

of said corporation, and that this Agreement is binding

upon said corporation on accordance with its terms.

IN WITNESS WHEREOF, the parties have executed

this Agreement effective as of the first written above.

MAYWEATHER PROMOTIONS LLC

By: [Illegible]

Printed Name: [Illegible]

Title: CEO

App. 93

MAYMAC LLC

By: [Illegible]

Printed Name:

Title: CFO

JOE HAND PROMOTIONS, INC.

By: [Illegible]

Printed Name:

Title:

App. 94

APPENDIX H

[Filed: August 30, 2021]

SNI draft 11/30/17

AGREEMENT

This Agreement is made and entered into as of the 21st

day of November 2017, between Showtime Networks

Inc. (“SNI”) and Joe Hand Promotions, Inc.

(“JH”).

AGREED TERMS

DEFINITIONS:

Commercial Premises: All commercial/nonresidential viewing locations including but not

limited to: bars, taverns, public houses, restaurants,

clubs (including members’ clubs, social clubs and

private clubs), offices, shops, cafes, and public

venues or public viewing areas, but excluding

theaters, amphitheaters and other similar-type

public venues.

Commercial Rights: The exclusive right to

distribute and publicly perform the Event live on

August 26, 2017 to Commercial Premises in the

Territory.

Event: The entire pay-per-view television broadcast

of the August 26, 2017 Mayweather vs McGregor

bout, including all undercard matches contained

therein.

App. 95

Territory: The United States of America, its

territories and possessions.

WHEREAS, SNI is the author and owner of the

filed on October 25, 2017);

WHEREAS, JH is engaged in the business of

promoting and distributing commercial closed-circuit

events, as well as the prosecution of commercial

establishments and locations who distributed and/or

publicly displayed closed-circuit events without

authorization pursuant to the copyright laws of the

United States and the Federal Communications Act;

NOW THEREFORE, in consideration of the above

and for other good and valuable consideration, the

sufficiency and receipt of which is hereby agreed and

acknowledged, the parties hereto agree as follows:

i) JH has been granted the sole and exclusive

Commercial Rights (as defined above) in the

Territory in the Event, under the copyright laws of

the United States.

ii) JH has the exclusive right in the Territory to take

enforcement measures, prosecute and commence

legal actions with respect to any unauthorized

exploitation of the Commercial Rights in the Event

in the Territory, and SNI hereby assigns and grants

to JH such rights, interests or powers in the Event

as are held by SNI solely to the extent necessary

under the copyright laws of the United States to

enable JH to enforce and to initiate legal

proceedings in the courts of the Territory solely in

the name of JH for copyright infringement or

App. 96

violation of the Federal Communications Act

relating solely to the Commercial Rights in the

Event in the Territory. SNI hereby additionally

assigns to JH any right or remedy that may be

available to SNI related solely to the piracy of the

live Event by Commercial Premises in the Territory,

which rights shall only be exercised in accordance

with the terms of this Agreement and its intent. JH

may not further re-assign, transfer or convey any of

its rights or obligations under this Agreement

without the express written permission of SNI.

ENFORCEMENT OF RIGHTS

In an effort to protect the Commercial Rights in the

Event granted to JH, JH will coordinate and finance its

own piracy program. Insofar as SNI is concerned, JH

shall have the right and standing, as exclusive

assignee, to assert independent claims, solely in the

name of JH, for copyright infringement under the

copyrights laws of the United States and violations of

the Federal Communications Act, in either case solely

relating to the unauthorized exploitation of the

Commercial Rights in the Event in the Territory. JH

agrees to notify SNI promptly in the event any issue is

raised relating to the validity of SNI’s copyright in the

Event.

SEVERABILITY

If any term or provision of this Agreement shall be held

by a court of competent jurisdiction to be illegal or

unenforceable in whole or in part under any enactment

or rule of law, such term or provision or part shall to

that extent be deemed not to form part of this

App. 97

Agreement but the other parts of this Agreement shall

remain in full force and effect and the parties shall

endeavor to agree to such amendment as will, to the

extent possible, give full effect to their intentions as

expressed in this Agreement.

NO PARTNERSHIP

This Agreement shall not be deemed to create any

partnership, joint venture, employment or agency

relationship between any of the parties.

THIRD PARTIES

This Agreement is for the benefit of the parties to it

and is not intended to benefit, or be enforceable by,

anyone else.

COUNTERPARTS

This Agreement may be executed in one or more parts

by the parties, each of which will be deemed an original

and which together shall constitute one and the same

Agreement. Executed copies of the signature pages of

this Agreement sent by facsimile or transmitted

electronically shall be treated as originals, fully binding

and with full legal force and effect.

AUTHORITY

Each party signing this Agreement represents that it

is fully authorized and empowered to enter into this

Agreement and that the performance of its obligations

under this Agreement will not violate any agreement

between it and any other person, firm or organization.

App. 98

By signing in the spaces provided below, the parties

accept and agree to all the terms and conditions of this

Agreement.

IN WITNESS WHEREOF, the parties have executed

this Agreement effective as of the date first written

above.

SHOWTIME NETWORKS INC.

By: /s/ Stephen Espinoza

Printed Name: STEPHEN ESPINOZA

Title: PRESIDENT, SPORTS + EVENT PROG.

JOE HAND PROMOTIONS, INC.

By: /s/ Joseph Hand

Printed Name: Joseph P. Hand

Title: President

ACCEPTED AND AGREED:

MAYMAC LLC, a wholly owned subsidiary of Zuffa,

LLC

By: [Illegible]

Printed Name: Ike Lawrence Epstein

Title: SEVP & COO

MAYWEATHER PROMOTIONS LLC

By: [Illegible]

Printed Name: Leonard [Illegible]

Title: CEO, Mayweather Promotions

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.