Mrs. Stephanie Jane Benet Mahin
and Mr. Thomas Carr Benet

January 7, 1952
Page 5

such sequels. We nevertheless agree to pay you the sum of TEN THOUSAND DOLLARS ($10,000.00) for each such sequel motion picture and upon such payment by us to you we shall have the same rights and privileges in such sequels as are herein granted us in the said story (including without limitation the same radio, television, and dramatic rights) but we agree not to use the author's name as the writer of such sequels. If we become obligated to make such payment of TEN THOUSAND DOLLARS ($10,000.00) to you, such payment shall be due not later than thirty (30) days after the principal photography of the particular sequel motion picture has commenced with the understanding and agreement that under any and all circumstances we shall have no obligation at any time to produce and/or distribute sequel motion pictures or make any use whatsoever of our sequel rights hereunder. It is agreed that notwithstanding anything in this paragraph or elsewhere herein contained, we shall also have the right to produce sequels to any motion picture or motion pictures (features or otherwise), the major part of which is not based upon the said story.

A "sequel", as the term is used in this paragraph, means any story which depicts one or more of the principal characters contained in the said story or contained in the first motion picture made hereunder, in a series of adventures not found in the said story or in such first motion picture, where such a series of adventures comes prior to or after in relative point of time those adventures set forth in the said story or in the first motion picture and there is no substantial reenactment therein of the adventures shown in the said story (or first motion picture) of these characters except such as may be shown by way of cutback. The first motion picture based on the said story and produced by us (or our assigns) hereunder is under no circumstances to be considered a sequel and such motion picture may contain as much or as little of new or added material, incidents, characters, and characterizations as we may elect and our story may be like or unlike the said story, there being no limitations of any kind upon us as to the nature of, contents of, time or period covered or portrayed by said first motion picture; and similarly any remake of the first motion picture shall not be considered as a sequel where its basic story is the same or similar to that of the first motion picture. No motion picture shall be deemed a sequel because of the time period being modernized or changed or because of the change of age(s) of any character(s); and nothing herein contained shall prevent us from producing, distributing, marketing, and exhibiting as many motion pictures as we elect based in whole or in part upon the said story under the rights herein granted.

5. All notices which we are required or may desire to serve upon you under or in connection with this agreement

KNOW ALL MEN BY THESE PRESENTS that the undersigned represent
that together they constitute all the children of the late STEPHEN VINCENT
BENET and that in consideration of the payment by LOEW'S INCORPORATED
(herein termed "LOEW'S") to BRANDT AND BRANDT, 101 Park Avenue, New
York 17, N. Y. (which is hereby made the agent and attorney for each
of the undersigned to receive and receipt for such payments) of the
sum of ONE HUNDRED DOLLARS ($100.00) to each of the undersigned (mak-
ing a total of THREE HUNDRED DOLLARS ($300.00)), receipt of which is
hereby respectively acknowledged by the undersigned, and as an induce-
ment moving LOEW'S to enter into an agreement with their mother, ROSEMARY
CARR BENET, (substantially as is set forth in Exhibit "X" attached),
the undersigned jointly and severally hereby agree with and for the
benefit of LOEW'S, its successors and assigns as follows:

1. The undersigned have read the attached agreement (Exhibit "X") under which said ROSEMARY CARR BENET (individually and as executrix and sole legatee under STEPHEN VINCENT BENET's Last Will and Testament) conveys forever to LOEW'S all rights and copyright in the story "THE SOBBIN' WOMEN" written by the late STEPHEN VINCENT BENET which were not conveyed to Stephanie Jane Benet Mahin and Thomas Carr Benet under the provisions of Exhibit "A" attached to said Exhibit "X". By their signatures below, each of the undersigned approves the said agreement and agrees to be bound by its terms as if they had signed as a party thereto, as to such rights, if any, they may now or later have in the said story, or in its copyright or in any renewals and extensions thereof and agree that so far as they are concerned LOEW'S shall continue to own, control, and have the right always to use, all the rights and privileges granted to LOEW'S as set forth in Exhibit "X" for and during all terms of renewed or extended copyright.

2. Without detracting from the generality of the foregoing paragraph 1 hereof, the undersigned each agree that they will make due and timely application, and join with any others LOEW'S may deem necessary or desirable in making such application, for the renewals and/or extensions of any copyright or copyrights in the said story throughout the world (including the United States) so that agreement of said ROSEMARY

"The undersigned agrees to cause renewals and extensions of all copy-right (including United States copyright) in the said story duly to be obtained and such and all rights herein granted are now assigned to Loew's by the undersigned and continue for the renewed or extended terms of such copyrights, and after any such renewals or extensions further confirming documents of assignment will be given to Loew's if requested. The undersigned hereby appoints Loew's her irrevocable attorney in fact, with the right (but not the obligation) to execute and file all documents and to do all acts necessary for the obtaining of such extensions or renewals, and confirming and assigning to Loew's the rights herein granted Loew's for such renewed or extended periods of copyright."

3. The undersigned agree that if after thirty (30) days from the first date on which application or other step can be taken to renew or extend any copyright or copyrights in the said story in any country of the world (including the United States), the undersigned or any of them have failed or neglected so to make such application or take such steps, then LOEW'S may itself make such application and take any and all steps in the names of the undersigned or any of them, to carry out the above-quoted provisions and undersigned do hereby appoint LOEW'S their attorney in fact so to act and in any event LOEW'S shall also have the right as the attorney in fact of each of the undersigned, after such application or applications have been made or steps taken by LOEW'S or the undersigned, to execute and record instruments in the names of the undersigned confirming in (and assigning to) LOEW'S all of the same rights and privileges in "THE SOBDIN' WOMEN" granted to LOEW'S under the provisions of Exhibit "X" for and during the term of any such renewed or extended copyright.

IN WITNESS WHEREOF, the undersigned have executed this instrument the 26th day of December, 1951.

SJB

Stephanie Jane Benét

STEPHANIE JANE BENET MAHIN

T.C.B.

Thomas Carr Benét

THOMAS CARR BENET

RFB

Rachel Felicity Benét

RACHEL FELICITY BENET

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THE UNDERSIGNED, ROSEMARY CARR BENET, Individually and as Executrix and Sole Legatee under the Last Will and Testament of Stephen Vincent Benet, Deceased, hereby represents and warrants that her late husband, Stephen Vincent Benet, was the author of the story entitled "THE SOBBIN' WOMEN" (herein called "the story") which was published in the May 1926 issue of the magazine "The Country Gentleman" and registered for copyright as part of said magazine by and in the name of The Curtis Publishing Company under date of April 29, 1926, entry # B699231 and that all rights in said story (except American serial rights) were assigned by The Curtis Publishing Company to Stephen Vincent Benet by instrument dated May 3, 1926 recorded in the United States Copyright Office May 10, 1926, volume 138, page 148, and that the undersigned now has the sole, unlimited, and unencumbered ownership of said story, its copyright and all rights therein (excepting said American serial rights and the interest or ownership of the present copyright, if any, held by The Curtis Publishing Company) throughout the world and that she has full and sole authority to convey and assign the rights herein granted and that she has not heretofore granted or encumbered to others any rights therein except the undersigned does hereby represent as follows:

(a) The undersigned granted to Joshua Logan a license to produce on the stage a dramatization of said story if such was produced by December 13, 1951, failing which the said license terminated. The undersigned hereby represents and warrants that this license has entirely terminated, and that no dramatization was so presented as required;

(b) The undersigned has heretofore granted to Stephanie Jane Benet Mahin and Thomas Carr Benet by an instrument dated December 26th, 1951 (copy of which is attached hereto as Exhibit "A"), certain rights in said story all as more fully set forth therein.

NOW, THEREFORE, in consideration of the payment by Loew's Incorporated to the undersigned of the amounts herein provided and for other good and valuable considerations, the undersigned does hereby sell,

assign, transfer and convey to Loew's Incorporated (hereinafter called "Loew's"), its successors and assigns, forever, (but subject to the rights and interests of said Stephanie Jane Benet Mahin and Thomas Carr Benet), all copyright and all renewals and extensions of copyright, everywhere, in the said story "THE SOBBIN' WOMEN", to the extent such copyright and renewals and extensions therein may now or hereafter be owned or controlled by the undersigned and all now or hereafter existing rights, property, and privileges, under copyright or otherwise, of every kind and character whatsoever in or pertaining to the said story and its title, characters and contents, and whether or not such rights are now known, recognized, or contemplated. And the undersigned agrees that subject only to the prior conveyance Exhibit "A" and the Curtis Publishing Company rights, that the complete, unconditional and unencumbered title in and to said story for all purposes and uses whatsoever are now vested forever in Loew's and its assigns everywhere and at all times.

Without in any manner limiting or derogating from the general-
ity of the above grant to Loew's by the following enumeration, the under-
signed, among other rights, now grants and sells forever to Loew's, all
motion picture rights (silent, sound, talking and musical motion picture
rights) in said story, its title, theme and characters and the sole ex-
clusive right to use said title for motion picture uses and purposes
(whether the motion picture are or are not based on said story) and the
sole right to make, exhibit, and advertise in any manner motion picture
film and photoplays based in whole or in part on said story, and to sell,
lease, license, and generally deal and traffic in such everywhere.

The rights herein granted also include all the undersigned's interest and
ownership, present and future, (a) in the radio, television, and publica-
tion rights of said story (subject only to the said conveyance made in
said Exhibit "A") and (b) in sequel rights as below defined.

The rights herein granted Loew's also include the right in Loew's
and its assigns, for all its uses and purposes, to use and treat the said
story and do anything concerning it, all to the same extent the undersigned
could have done had this grant not been made to Loew's, including, but
not limited to the right to change, adapt, add to, take from, substitute,
and combine with other material, the said story, its theme, title, char-
acters, events and material all to the extent desired.

THE UNDERSIGNED, ROSEMARY CARR BENET, Individually, and as Executrix and Sole Legatee under the Last Will and Testament of Stephen Vincent Benet, Deceased, hereby represents and warrants that her late husband, Stephen Vincent Benet, was the author of the story entitled "THE SOBBIN' WOMEN" which was published in the May 1926 issue of the magazine "The Country Gentleman" and registered for copyright as part of said magazine by and in the name of The Curtis Publishing Company under date of April 29, 1926, entry # B699231 and that all rights in said story (except American serial rights) were assigned by The Curtis Publishing Company to Stephen Vincent Benet by instrument dated May 3, 1926, recorded in the United States Copyright Office May 10, 1926, volume 138, page 148, and that the undersigned now has the sole, unlimited, and unencumbered ownership of said story, its copyright and all rights therein (excepting said American serial rights and the interest or ownership of the present copyright, if any, held by The Curtis Publishing Company) throughout the world and that she has full and sole authority to convey and assign the rights herein granted and that she has not here-tofore granted or encumbered to others any rights therein.

NOW, THEREFORE, in consideration of the payment to the undersigned of the sum of FIVE HUNDRED DOLLARS ($500.00), and for other good and valuable considerations, receipt of which is hereby acknowledged, the undersigned does hereby sell, assign, transfer and convey to Stephanie Jane Benet Mahin and Thomas Carr Benet the following rights in the said story "THE SOBBIN' WOMEN" (always subject to reservations named below) for the present term of copyright protection throughout the world, and through all extensions and renewals of copyright to the extent the undersigned now or may hereafter own such copyright and/or may be entitled to rights under such renewals and extensions:

(a) All rights of production and use upon the regular spoken stage with living actors appearing and speaking in person in the actual and immediate presence of the audience;

(b) After a period of five (5) years from the date of this agreement has elapsed, nonexclusive radio rights.

(c) Nonexclusive publication rights (subject to the rights of The Curtis Publishing Company);

(d) After a period of ten (10) years from the date of this agreement, the exclusive right to televise said story direct from living actors (but the right to televise motion pictures based in whole or part upon said story is reserved by the undersigned).

All rights not specifically conveyed hereunder to Stephanie Jane Benet Mahin and Thomas Carr Benet are reserved to the undersigned together with right of use, and any and all such reserved rights may be freely used by the undersigned/at any time or place and without any right of objection on the part of said Stephanie Jane Benet Mahin and Thomas Carr Benet or either of them on the ground that such is competitive to the use of their rights or on any other ground. Without limiting the generality of the foregoing reservation by this enumeration of reserved rights, the undersigned's said reserved rights in such story include (but are not limited to) all motion picture rights (including all sound, musical, and talking motion picture rights), nonexclusive publication exclusive radio rights for five (5) years and rights (subject to the rights of Curtis Publishing Company)/nonexclusive radio rights/,and the right to televise any motion pictures based in whole or in part on said story, all sequel rights as defined below and all copyright in the said story to the extent, if any, such copyright or any interest therein (and/or in any copyright renewals) now or hereafter may be owned or controlled by the undersigned.

"Sequel" as the term is above used, includes the right to create and use for stage, motion picture and any other type of use, publication, or presentation, stories and adaptations thereof containing some or all of the characters of the original story ("THE SOBBIN' WOMEN") but showing them in a new and different series of events, which come, relatively, before, or after, the events and action of the said original story so that, except for the similarity of characters, it is in essence a new story concerned primarily with events earlier or later (than in the original story) in the life of such characters.

The signatures of Stephanie Jane Benet Mahin and Thomas Carr

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Without in any manner limiting or derogating from the general-
ity of the above grant to Loew's by the following enumeration, the under-
signed, among other rights, now grants and sells forever to Loew's, all
motion picture rights (silent, sound, talking and musical motion picture
rights) in said story, its title, theme and characters and the sole ex-
clusive right to use said title for motion picture uses and purposes
(whether the motion pictures are or are not based on said story) and the
sole right to make, exhibit, and advertise in any manner motion picture
film and photoplays based in whole or in part on said story, and to sell,
lease, license, and generally deal and traffic in such everywhere.

All rights not specifically conveyed hereunder to Stephanie Jane Benet Mahin and Thomas Carr Benet are reserved to the undersigned together with right of use, and any and all such reserved rights may be freely used by the undersigned/at any time or place and without any right of objection on the part of said Stephanie Jane Benet Mahin and Thomas Carr Benet or either of them on the ground that such is competitive to the use of their rights or on any other ground. Without limiting the generality of the foregoing reservation by this enumeration of reserved rights, the undersigned's said reserved rights in such story include (but are not limited to) all motion picture rights (including all sound, musical, and talking motion picture rights), nonexclusive publication rights (subject to the rights of Curtis Publishing Company)/nonexclusive radio rights, and the right to televise any motion picture based in whole or in part on said story, all sequel rights as defined below and all copyright in the said story to the extent, if any, such copyright or any interest therein (and/or in any copyright renewals) now or hereafter may be owned or controlled by the undersigned.

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THE UNDERSIGNED, ROSEMARY CARR BENET, Individually, and as Executrix and Sole Legatee under the Last Will and Testament of Stephen Vincent Benet, Deceased, hereby represents and warrants that her late husband, Stephen Vincent Benet, was the author of the story entitled "THE SOBBIN' WOMEN" which was published in the May 1926 issue of the magazine "The Country Gentleman" and registered for copyright as part of said magazine by and in the name of The Curtis Publishing Company under date of April 29, 1926, entry # B699231 and that all rights in said story (except American serial rights) were assigned by The Curtis Publishing Company to Stephen Vincent Benet by instrument dated May 3, 1926, recorded in the United States Copyright Office May 10, 1926, volume 138, page 148, and that the undersigned now has the sole, unlimited, and unencumbered ownership of said story, its copyright and all rights therein (excepting said American serial rights and the interest or ownership of the present copyright, if any, held by The Curtis Publishing Company) throughout the world and that she has full and sole authority to convey and assign the rights herein granted and that she has not hereuntofore granted or encumbered to others any rights therein.

All rights not specifically conveyed hereunder to Stephanie Jane Benet Mahin and Thomas Carr Benet are reserved to the undersigned together with right of use, and any and all such reserved rights may be freely used by the undersigned/at any time or place and without any right of objection on the part of said Stephanie Jane Benet Mahin and Thomas Carr Benet or either of them on the ground that such is competitive to the use of their rights or on any other ground. Without limiting the generality of the foregoing reservation by this enumeration of reserved rights, the undersigned's said reserved rights in such story include (but are not limited to) all motion picture rights (including all sound, musical, and talking motion picture rights), nonexclusive publication exclusive radio rights for five (5) years and rights (subject to the rights of Curtis Publishing Company)/nonexclusive radio rights, thereafter to televise any motion pictures based in whole or in part on said story, all sequel rights as defined below and all copyright in the said story to the extent, if any, such copyright or any interest therein (and/or in any copyright renewals) now or hereafter may be owned or controlled by the undersigned.

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