Press Pass (Season One) Limited Deed of Assignment Originally Minted July 25th, 2021 Last Updated October 3rd, 2023

Perspective and Purview: The original author of this Deed of Assignment is the property claimant, Kimani Okearah.

Mr. Kimani Okearah was born Kimmoni Wallace Okearah in 1989. He was removed from his biological family at 6 months old and renamed to Kim Wallace David, which is the “official” title the United States government applies to this individual today. In life, business, academic, and artistic pursuits, his full and only name is Kimani Wallace Davíd Okearah.

In this dystopian relationship with a State-assigned identity, Kimani Okearah must be identified in legal documents as “Kim David, doing business as Kimani Okearah.”

Mr. Kimani Okearah identifies, first and foremost, as a citizen of Kaw Nation. He’s ascended from Kaw Nation through his great-great-grandmother, a full-blood Kaw. All legal perspectives pertaining to and defining the ability to claim, define, and transact ownership and/or custody of ownership over property are determined, first, foremost, and finally by Kaw Nation.

Where legal perspectives of Kaw Nation do not apply, the legal perspectives pertaining to and defining the ability to claim, define, and transact ownership and/or custody of ownership over property are determined by the local governance of the City of Sacramento, Sacramento County, the State of California, and the federal government of the United States of America.

Summary: Kimani Okearah is the sole creator and originator of “Press Pass,” a mockumentary-style workplace sitcom about his lived career experiences as a photojournalist covering a truly horrible sports team, originally conceptualized in 2015.

Mr. Okearah is the sole owner and creator of the intellectual property franchise titled and defined as “Press Pass: All Access.” The concept of an ‘intellectual property franchise’ is also referred to in this document as “the storyworld,” and it further describes all the intellectual property assets the storyworld contains.

Kimani Okearah fractionalized his ownership to the intellectual property representing, defining, and limited to Season One of his creation “Press Pass” into 5,309,160 equal parts of ownership, assigned and certified by Mr. Okearah himself through his chosen enacted method of blockchain registration with non-fungible tokens. The rights assigned to each token and to collectors who reach benchmarks of ownership are specifically defined by the terms of this Limited Deed of Assignment.

“Press Pass (Season One)” is the first twenty-four (24) episodes of cinematic content of the “Press Pass: All Access” storyworld. These 24 episodes are produced as a package by Let Me Out Productions, and will be distributed as a package by our distribution partner(s).

These non-fungible tokens bear no governance or administration rights — they are the chosen infrastructure of Mr. Okearah’s collaboration with Let Me Out Productions, LLC to manage the platform's internal shared profit mechanism and to certify audience participation in the ownership of the production. Using this system, we’re able to share 20% of our net earnings with the people working on the show.

Definitions: “Press Pass” is a serial sitcom, produced in a semi-traditional ‘mockumentary’ style, created by Kim David, d.b.a. Kimani Okearah.

All material made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression, or created independently by Kimani Okearah for Press Pass, its storyworld, or any subsequent related properties is defined as “Press Pass” — the intellectual property franchise.

This defined intellectual property franchise of “Press Pass” is the sole and exclusive property of Kim David, d.b.a Kimani Okearah. Mr. Okearah operates in life and business under the only name given to him at birth, which is ‘Kimani Okearah.’

“Press Pass (Season One)” is the first twenty-four (24) episodes of cinematic content of the “Press Pass: All Access” storyworld. Each episode is designed to be approximately thirty (30) minutes in length. “Press Pass (Season One)” is also known as and trademarked as “Press Pass: Here We Stick (Season One)”.

Mr. Okearah fractionalized his sole and exclusive property ownership of Press Pass (Season One) into 5,309,160 equal shares of certified ownership. Each fraction of 0.0000188353713205102% Certified Ownership of Season 1 of Press Pass is assigned to and defined by a non-fungible token minted in a Let Me Out Productions collection on our OpenSea marketplace. Press Pass (Season One) is defined as and limited to episodes 1-24 of the overall series of Press Pass. Each token carries assignment from this Limited Deed of Assignment of exactly 0.0000188353713205102% non-governance certified ownership of the intellectual property asset defined as Press Pass (Season One).

These tokens operate as a platform utility for profit management and audience participation. They are called “Intellectual Property Tokens” within our platform.

This Deed assigns the Intellectual Property Tokens the following conditions, terms, and properties:

Conditions: This pool of 5,309,160 Intellectual Property Tokens has been minted in three artistically unique collectible versions. Version 1 has 530,000 minted tokens. This version is an artistically unique collectible and is only available through an NFT marketplace. The permanent token ID for Version 1 is 88207903319044114138828574668233581092866410897349003518169250068829844280912. Version 2 has 916 minted tokens. This version is an artistically unique collectible and is only available through an NFT marketplace. The permanent token ID for Version 2 is 88207903319044114138828574668233581092866410897349003518169250069929355379604. Version 3 has 4,778,244 minted tokens. 1,061,832 will be shared among the 200+ individuals working on Season 1 of Press Pass. Any employee or contractor working directly for Let Me Out Productions is eligible to receive an assignment of these tokens at project wrap. For collaborators being paid a day rate, their token assignments will be calculated against their days worked on the project. For collaborators working outside of a day structure, their token assignments will be calculated according to the allocation percentages. Any employee or contractor with assigned tokens may plug their token-holding wallet into our smart contract, which assigns them an annual % net profit payout, in cryptocurrency, based on the number of tokens they hold against the minted total. Let Me Out Productions reserves the right to change the art in the V3 token until Press Pass (Season One) wraps in full. The permanent token ID for Version 3 is 88207903319044114138828574668233581092866410897349003518169250072128383412484. Collectors gain access to exclusive audience social media spaces and are considered part of the ‘Lore Producer’ team. Collectors may register their token-holding wallet to our “Collection Benchmark Achievement” system. Once they achieve a collection of 1% or more of the minted total (“Benchmark Status”), the platform will issue the wallet an annual % net profit payout, in cryptocurrency, based on the number of tokens they hold against the minted total — as long as they hold at least 1%. Team members are automatically plugged into our net profit share system. Collectors who achieve Benchmark Status must opt into the contract. This interface is only available to Collectors who achieve Benchmark status. Only the tokens with these specific token IDs represent certified ownership rights. There exists 5,309,160 tokens with these respective hashes. Each individual token carries, through this Limited Deed of Assignment, exactly 0.00001883537% of certified ownership of Press Pass (Season One). Version 1 ID: 88207903319044114138828574668233581092866410897349003518169250068829844280912 Version 2 ID: 88207903319044114138828574668233581092866410897349003518169250069929355379604 Version 3 ID: 88207903319044114138828574668233581092866410897349003518169250072128383412484 Collectors own a collectible certificate of intellectual property ownership defining 0.00001883537% certified ownership of the intellectual property. These tokens carry zero rights to governance in and of the Intellectual Property. These tokens carry no rights to administration or creative control. These tokens carry no rights to access the content in any form - any such arrangement, should it come into existence, is not guaranteed by this document.

Assignments: Kimani Okearah has fractionalized his ownership over the intellectual property asset known as and limited to “Season One of Press Pass” into 5,309,160 equal fractions of 0.00001883537% each.

Version 1: Each individual edition in the pool of 530,000 artistically-unique collectibles known as and limited to “Press Pass (Season One) - Intellectual Property Token • Version 1 of 3 (530,000 copies)” is immutably defined by this token identifier on the Ethereum blockchain: 88207903319044114138828574668233581092866410897349003518169250068829844280912

Each edition of the Version 1 token bearing the identifier of 88207903319044114138828574668233581092866410897349003518169250068829844280912, of which there are 530,000, is assigned 0.00001883537% ownership over the intellectual property asset known as and limited to “Season One of Press Pass.”

The entire pool of 530,000 Version 1 tokens, in total, represents and defines 9.9827461% ownership over the intellectual property asset known as and limited to “Season One of Press Pass.”

Version 2: Each individual edition in the pool of 530,000 artistically-unique collectibles known as and limited to “Press Pass (Season One) - Intellectual Property Token • Version 2 of 3 (916 copies)” is immutably defined by this token identifier on the Ethereum blockchain: 88207903319044114138828574668233581092866410897349003518169250069929355379604

Each edition of the Version 2 token bearing the identifier of 88207903319044114138828574668233581092866410897349003518169250069929355379604, of which there are 916, is assigned 0.00001883537% ownership over the intellectual property asset known as and limited to “Season One of Press Pass.”

The entire pool of 916 Version 2 tokens, in total, represents and defines 0.01725319892% ownership over the intellectual property asset known as and limited to “Season One of Press Pass.”

Version 3: Each individual edition in the pool of 4,778,244 artistically-unique collectibles known as and limited to “Press Pass (Season One) - Intellectual Property Token • Version 2 of 3 (916 copies)” is immutably defined by this token identifier on the Ethereum blockchain: 88207903319044114138828574668233581092866410897349003518169250072128383412484.

Each edition of the Version 3 token bearing the identifier of 88207903319044114138828574668233581092866410897349003518169250072128383412484, of which there are 4,778,244, is assigned 0.00001883537% ownership over the intellectual property asset known as and limited to “Season One of Press Pass.”

The entire pool of 4,778,244 Version 3 tokens, in total, represents and defines exactly 90% ownership over the intellectual property asset known as and limited to “Season One of Press Pass.”

Terms: All rights, including, without limitation, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information or trade secrets (i) developed or created by Kimani Okearah, solely or jointly with others, during the course of developing the Intellectual Property titled “Press Pass,” or any related development, (ii) that Kimani Okearah conceives, develops, discovers or makes in whole or in part during Kimani Okearah’s development of “Press Pass” that relate to the business of developing “Press Pass” or any related development, (iii) that Kimani Okearah conceives, develops, discovers or makes in whole or in part during or after Kimani Okearah’s use of any of the equipment, facilities, supplies, trade secrets or time of developing “Press Pass” or any related development, or that result from any work Kimani Okearah performs the development of “Press Pass” or (iv) developed or created by Kimani Okearah, solely or jointly with others, that relate to or involve the development of “Press Pass” (collectively, the “Work Product”) are assigned to Kimani Okearah in full.

Without limiting the foregoing, to the extent possible, all rights of administration to, rights of governance over, and rights to distribute the Work Product are assigned to Let Me Out Productions, LLC. If, notwithstanding the foregoing, Kimani Okearah retains any rights of administration to, rights of governance over, and rights to distribute the Work Product for any reason, Kimani Okearah agrees promptly to assign, in writing and without any requirement of further consideration, all such right, title, and interest to Let Me Out Productions, LLC.

Kimani Okearah will take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to evidence, perfect, record or otherwise give full and proper effect to any assignments of rights under or pursuant to this Agreement.

Kimani Okearah fractionalizes his intellectual property ownership representing “Press Pass (Season One)” - the produced package of the first twenty-four episodes of the series - into 5,309,160 non-fungible tokens. This token pool of 5,309,160 represents and defines the produced package episodes 1-24 of the digital cinematic storytelling content making up the “Press Pass” series. Kimani Okearah assigns all rights of administration to, rights of governance of, and rights to distribute the Work Product to Let Me Out Productions LLC, and agrees to adopt the Let Me Out Structure (LMO Structure) for Creator Equity.

Any revenues generated in excess of the development, production, distribution, and marketing costs for Season 1 of Press Pass is considered net profit of the intellectual property. Any revenues generated from distribution agreements, token royalties, and merchandising in excess of the expenses of development are net profit of the property.

Let Me Out Productions administers 100% of the net profit generated by Press Pass (Season One) through maximized cryptocurrency holdings. Any net profit issuance disseminated through cryptocurrency will happen according to three separate and distinct ‘smart contracts.’ A baseline of 35% net profit is retained by Let Me Out Productions. A maximum of 45% is retained in the event no collection benchmarks have been achieved by any collectors. IP Creator Smart Contract On this project, 35% goes to the original IP creator, Kimani Okearah. Collaborative Collective Smart Contract 20% goes to the collaborative collective (8% to writers, 6% to cast, 6% to crew) Collection Benchmark Achievement Smart Contract 10%, if applicable, goes to collectors who have achieved their Collection Benchmark. If any of this profit share is not administered to collectors

In the event that our chosen cryptocurrency of Ethereum is no longer a viable option to support this structure, Let Me Out Productions will switch to a cryptocurrency with similar properties and utility for these payouts.

[This concludes pages 1-5 of an 18-page document]