Client shall deliver all acceptable creative, art, photos, graphic design, video, posters, vinyl, paper and all other materials (“Materials”) to Media Company and in sufficient quantity to meet the Unit(s) specified in the Contract, plus, for all static signs, deliver an additional ten percent (10%) of the Unit(s) for reposting or repair purposes, at places designated by Media Company, shipping charges prepaid, at least fifteen (15) calendar days prior to scheduled Campaign Start Date(s), unless otherwise mutually agreed.

Posters shall have sufficient weight, tensile strength, and opacity to prevent “show through” of previously posted copy and shall conform to the standard sizes and paper sorts reasonably specified by Media Company and customary in the industry.

Posters, panels and designs shall be faithfully reproduced and all displays are to be kept in good condition and maintained in accordance with the applicable industry standards as outlined by the Outdoor Advertising Association of America.

If Client fails to pay any invoice when due, in addition to amounts payable therein, Media Company shall be promptly reimbursed its collection costs, including reasonable attorneys’ fees plus a monthly service charge at the rate of 1.5% of the outstanding balance, or to the greatest extent permitted by applicable law.

Each Party represents and warrants that it is an entity duly organized, validly existing and in good standing under the laws of its state of incorporation and has the power and authority to execute, deliver and fully perform its obligations under this Contract.

Oversee all aspects of the sales pipeline and related operation with a particular focus on revenue generation across P3AN and its related platforms; Create a yearly budget and vision and strategy for consistent revenue and profit growth, manage detailed sales expectations and plan accordingly, with the ability to communicate and execute the plan; Develop strategic partnerships, recruit, train & develop top talent; Support all strategic partnerships and team and hold them accountable to executing the brand strategy and delivering content excellence; Organize and maintain sales operations, manage sales budget and strategic forecasting, take charge of recruiting and hiring sales staff, and motivate the sales team to achieve workplace goals; (vi) Work promoting and develop company products and services with other members of the Company to create new revenue opportunities; Identify where improvements can be made and develop success- driven plans;

(viii) Drive key account growth through the selling of results based, integrated programs while also pushing significant new business development; Prepare and manage the fiscal budget.

Develop/implement strategic goals to exceed advertising, live events and digital services budgets; Represent P3AN to key client accounts and community, developing strong client relationships and community partnerships that further our business; and (xi) Work closely with the marketing and tech department.

Upon reaching the Official Date of your employment, you will be eligible to receive an executive discretionary annual bonus in cash and equity, payable at such times and in such amounts, as determined by the Board.

Equity Grant Subject to the approval of the Board, effective from the date of the Official Date, and after twelve (12) months of service with the Company, you will be granted three percent (3%) restricted stock in P3 Media Ventures, LLC., as determined by the Board, which once issued, will vest over a three-year period, subject to the terms and conditions of a restricted stock purchase agreement, which you will be required to sign, and additional incentives that may allow you to increase that amount over time.

When deciding a Motion to Dismiss, “…when the moving party offers evidentiary material, the court is required to determine whether the proponent of the pleading has a cause of action, not whether she has stated one.” (See Meyer v. Guinta, 262 A.D.2d 463, 464, 692 N.Y.S.2d 159, 161 (2d Dep’t 1999))

“On a Motion to Dismiss, the court may consider the facts alleged in the complaint, documents attached as exhibits, and matters incorporated or made a part thereof” (See Quatrochi v Citibank, 210 AD2d 53, 53, 618 N.Y.S.2d 820 [1st Dept 1994])

The Contract also very clearly states that any payouts to Plaintiff would be based on a draw against the fee and commission schedule, within the accrual period, which would be the initial 12 months of Plaintiff’s employment.

No liquidated damages can be assessed and no attorneys’ fees can be awarded to Plaintiff as the instant action utterly disregards and or deliberately misinterprets the plain and clear language in the Contract and should be dismissed in its entirety.

In Plaintiff’s Memorandum of Law, Plaintiff alleges tortious interference by stating “…Defendants breached the covenant by entering the Contract in bad faith, knowing that they were unable to fulfill the sales they directed Plaintiff to make in order to earn commissions…In so acting, the Corporate Defendants withheld the intended benefits of the Contract, including commissions…” as a defense to Plaintiff’s poor performance and failure to generate revenue.

I have read the Reply Affirmation of our attorney Steven J. Czik, Esq. annexed hereto and find it to be true and accurate as to all facts contained therein.

As previously explained, an essential part of Mr. Matera's responsibilities, pursuant to the contract, was to price out and structure the sales process.

The majority of those proposals, as well as the sales leads, were generated solely by the partners of P3, and not by and be a Plaintiff's efforts, involvement, or contacts, despite his assurances that he would provide fruitful source for both.

We had commissioned reps generating north sales using the same product and tools, and our president of sales, was not able to produce any, Mr. Matera came with an enormous list of contacts that spend 100's of millions per year in advertising, relationships that span over 20 years, yet was being outsold by local commissioned reps, As previously indicated, we all desperately wanted Mr. Matera to succeed.

armES , trHÓ Notary Public of Chesterfield County, Virginia Completed via Remote Online Notarization using two-way Audio/Video technology

SCOTT R. MATTHEWS, an attorney duly licensed to practice law before the Courts of the State of New York, does hereby affirm the following subject to the penalties of perjury:

I am a partner with the law firm of Windels Marx Lane & Mittendorf, LLP, attorneys for Plaintiff David Matera (“Plaintiff”).

Defendants next argue Plaintiff’s Complaint must be dismissed in its entirety pursuant to CPLR 3211(a)(1) and (7) because the contract at issue purportedly justifies the Corporate Defendants’ actions.

Defendants do not submit documentary evidence which definitively contradicts Plaintiff’s allegations as required on a motion pursuant to CPLR 3211(a)(1), as the contract at issue does not prohibit Plaintiff’s claims.

WHEREFORE, I respectfully request that, for the reasons set forth in the accompanying memorandum of law, the Court deny the Motion in its entirety.

{12203659:1} Contract further provided that Plaintiff would be granted three percent (3%) restricted stock (or membership interests) in the Corporate Defendants’ affiliate, P3 Media Ventures, LLC, after twelve (12) months of employment.

The Complaint alleges that Defendants largely ignored these concerns and other significant problems with their business, and, as a result, Plaintiff was unable to ultimately secure sales and earn commission.

The Corporate Defendants stated they “would be willing to negotiate a lump sum payment to [Plaintiff] to ease any current financial challenges that he may be facing against future commissions earned.” Id. ¶ 58.

Specifically, the Corporate Defendants failed to provide Plaintiff with the information and resources required to make sales and ultimately earn commissions, which was a key component of his compensation, and even told him they would be unable to fulfill orders he brought in.

Ct. N.Y. Co. Dec. 15, 2022) (denying motion to dismiss implied covenant claim where “Plaintiff has sufficiently {12203659:1} alleged facts, that if true, could demonstrate that the Apollo Defendants exercised its discretion under the Pledge Agreement in bad faith to the detriment of the Company.”).

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel for Plaintiff David Matera (“Plaintiff”) and the undersigned counsel for defendants, P3 Smart City Partners, Inc (“P3 Partners”), P3 Advertising Network, LLC (“P3 Advertising”), Abhishek Sharma (“Sharma”) and Sergio Fernandez de Cordova (“de Cordova”, and with Sharma, P3 Partners and P3 Advertising, the “Defendants”), through their undersigned counsel, that: 1) The return date for Defendants’ Motion to Dismiss the Complaint (the “Motion”) which is presently returnable on July 17, 2023 in Room 130, is adjourned to August 14, 2023; 2) Plaintiff shall file his papers in opposition to the Motion on or before July 24, 2023; 3) Defendants shall file their papers in further support of the Motion on or before August 11, 2023; 4) This Stipulation is otherwise without prejudice to the rights of any of the parties; and {12195745:1} 5) Copies of this Stipulation, showing the signatures of the undersigned attorney transmitted via facsimile or as PDF attachments to emails, are deemed to be originals.

Dated: New York, New York July 5, 2023