ThrillCorp, Inc.: Offering Circular

* Does not include expenses of the offering, including costs of blue sky compliance, fees to be paid to FundAmerica Securities LLC and the costs of creating an internet landing page for the offering. The company estimates that it will pay cash fees of $35,000 to FundAmerica at the Minimum Offering and cash fees of $350,000 to FundAmerica at the Maximum Offering. See “Plan of Distribution and Selling Securityholders.”

This offer will terminate on the earlier of December 31, 2016 (which date may be extended at the company’s option) or the date when all shares have been sold. The company has engaged FundAmerica as escrow agent to hold any funds that are tendered by investors, and assuming it sells a minimum of $5 million in shares, may hold a series of closings at which the company receives the funds from the escrow agent and issues the shares to investors. In the event the company has not sold the minimum amount of shares by August 31, 2016, any money tendered by potential investors will be returned to them by the escrow agent.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO www.investor.gov.

The company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

In this Offering Circular, the term “ThrillCorp” or “the company” refers to ThrillCorp, Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING CIRCULAR, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

ThrillCorp is a new Delaware corporation formed to develop and operate a network of vertical entertainment centers across key markets of the United States under license from affiliated companies. These attractions may be deployed as stand-alone venues, or as anchor tenants in entertainment destinations developed by ThrillCorp, either alone or in partnership with third-party real estate developers, or in other business constructs as may make sense given the markets in which they are to be located.

The first of two licensed attractions is the Polercoaster™, a patented vertical rollercoaster that is highly real estate-efficient relative to traditional coasters found in theme parks. The Polercoaster can deliver the same loops, rolls, dives, length of ride, speed and other thrill elements of a normal coaster, but also adds the element of height to provide additional excitement. The vertical nature of the Polercoaster tower enables a number of other revenue producing attractions including drop rides, zip lines, observation decks, and rotating tower-top restaurants. These additional revenue generating tower attractions would be cost-effectively deployed within certain markets, creating a customized mini vertical theme park with multiple income streams in a very small footprint of approximately one-half acre.

The second licensed attraction is the Skyspire™, a patented vertical tower alternative to a Ferris Wheel that is more real estate efficient, and is believed by the company to be a better experience for guests. The Skyspire is a vertical tower with an exterior spiraling track that conveys guests in heated and cooled gondolas up to heights affording views of surrounding areas. The spiraling nature provides guests with a 360-degree view as they ascend and descend. At the top, cars may enter a set of observation loops and slow down to provide guests with viewing and photo opportunities. Another option allows guests to disembark the gondola at an observation deck where they can dwell for longer periods of time before descending by gondola or elevator. Similar to the Polercoaster, the Skyspire can include a rotating restaurant, or other entertainment activities in top levels. The variable speed available in one version of Skyspire gondolas allows them to ascend and descend more quickly than a Ferris wheel, which moves at only one speed. It also allows guests to dwell at the top for a longer viewing experience while increasing ride capacity throughput.

The company believes the real estate efficiency of these attractions as well as their unique guest experiences, favorable economics of operation, and exclusivity by virtue of patents will combine to enable development in urban and suburban areas with proximity to large audiences that have been previously cost prohibitive for such land uses. Moving theme park attractions into the heart of tourist and population centers of major cities enables customers to use them on an à la carte basis without the need to invest an entire day and full-day admissions price for an amusement park ticket. ThrillCorp believes that surrounding these highly visible anchor attractions with carefully curated entertainment, dining and retail opportunities will create a repeatable and remarkable critical mass in these destinations.

ThrillCorp is offering up to 5,000,000 of Class B Common Stock for $10 per share. The total number of authorized shares is 100,000,000 shares, of which 20,000,000 shares are Class A Common Stock and 80,000,000 are Class B Common Stock. As of March 7, 2016, three beneficial owners held 10,000,000 shares of Class A Common Stock and three beneficial owners held 383,750 outstanding shares of Class B Common Stock.

The net proceeds of this offering to the issuer, assuming the maximum amount of securities offered are sold, will be approximately $48 million. As discussed in “Plan of Distribution and Selling Securityholders,” the company plans to offer investment purchase packages at stepped investment levels that provide various incentives, including admissions benefits and VIP status on the company’s attractions. ThrillCorp plans to use the offering proceeds to develop and operate sites for Polercoaster and Skyspire attractions.

The company and its business are subject to a number of risks, which are detailed more fully in “Risk Factors.” Risks include the following:

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

The company has not yet begun its planned operations.
The company was formed in August 2015, and has no operations and no revenue. Accordingly, there is no history upon which an evaluation of its performance and future prospects can be made. ThrillCorp’s current and proposed operations are subject to all the business risks associated with new enterprises. The construction of an attraction typically takes 24 months from the point that a site is secured and zoning is approved. Therefore, the company is at least two years away from realizing any revenues. As discussed below, delays may occur to the projected construction schedule. The company will only be able to pay dividends on its shares once its directors determine that it is financially able to do so, which may not be for many years.

The company will depend on the revenue from its attractions.
The company is completely dependent on the operation of attractions, and for the first few years of its operation, it will have a limited number of those attractions. The company is vulnerable in general to any developments that affect the amusement parks industry as a whole, and particularly vulnerable to any developments that affect its initial attractions.

The company is likely to operate at a loss for some time, and operating costs may increase unexpectedly.
The company anticipates that it will initially sustain operating losses. Its ability to become profitable depends on success in developing and operating its attractions and entertainment complexes. There can be no assurance that this will occur. Even after the point at which the company starts producing revenues, operating costs or capital expenditures may increase and affect the company’s profits and cash flow. Unanticipated problems and expenses are often encountered in offering new products, which may impact whether the company is successful. Furthermore, the company may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that the company will ever become profitable. If the company sustains losses over an extended period of time, it may be unable to continue in business.

If the company cannot raise sufficient funds it will not succeed.
ThrillCorp is offering stock in the amount of up to $50 million in this offering, and may close on an offering of $5 million. As discussed in “Use of Proceeds to Issuer” this minimum amount should permit the company to start developing its first attraction, although completion of each attraction will require both mortgage financing and project financing, and, if only the minimum amount is reached, additional equity financing. Even if the maximum amount is raised, the company is likely to need additional funds in the future in order to grow, acquire real estate for its currently planned properties, and develop additional properties, and if it cannot raise those funds for whatever reason, including reasons relating to the company itself or to the broader economy, it may not survive. If the company manages to raise only the minimum amount of funds sought, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds to Issuer” including the development of any attractions beyond the first one planned.

The company relies on certain technology and intellectual property from affiliated entities.
As discussed in “Interest of Management and Others in Certain Transactions,” the company relies on Option and Right of First Refusal Agreements with Polercoaster, LLC and SkySpire, LLC. The company would not be able to operate as anticipated without these technology and intellectual property rights. Delays in obtaining permits or regulatory authorizations or delays in financing may cause the options to expire.

The company may not be able to acquire attraction sites in a timely and cost-effective manner.
Success in the operation of attractions is particularly dependent on acquiring property in the right location that is accessible and attractive to riders, appropriately zoned, and well priced. The company will not be able to operate unless it can identify and acquire such properties, and the acquisition of sites may divert management’s time and attention from other management priorities.

The company may not be able to deliver its product in a timely and cost effective fashion.
The company will only be able to profit if it develops, installs and successfully commences operation of its attractions in accordance with its planned budget. Materials availability and pricing, fabrication capacity at quality manufacturers, shipping time and cost as well as availability and cost of skilled installation contractors are a few key external factors that may impact delivery time and product cost.

The company’s design may not meet all planned operational specifications.
Unanticipated or unforeseen variances in actual performance versus expected performance of numerous technical design factors and inter-related components may impact the ridership capacity, operating cost, maintenance intervals, or other costs of operation.

Market demand may not meet expectations.
ThrillCorp’s success is dependent on enough people wanting to ride its attractions at the prices it charges. Location of the attractions, ease of access, quality of the experience, regional economic conditions, competition and other external factors may influence the market success of the company’s products. If there is insufficient demand at the appropriate price level, the company will not succeed.

The company may encounter regulatory requirements that are unanticipated or onerous in cost or execution.
As discussed in “The Company’s Business – Regulation, Zoning and Permits”, the company operates in a highly-regulated environment. New regulations governing the operation of attractions may be introduced at any time. Such regulations could be burdensome in terms of management attention, and they could be difficult or expensive to meet. The company may not be able to adjust its prices to reflect the additional cost of regulation.

Competitors may be able to call on more resources than the company.
The company operates in a highly competitive market, and many of its competitors have more resources than it does. Existing or new competitors may produce directly competing offerings. These competitors may be better capitalized than ThrillCorp, which might give them a significant advantage, for example, in surviving an economic downturn where users of attractions reduce their recreation spending. Competitors may be able to use their greater resources to offer lower prices, even to uneconomic levels that the company cannot match.

The company may not be able to attract the workforce it needs.
ThrillCorp’s success will be dependent upon attracting a talented and productive workforce. If the company cannot attract and retain employees with what it considers the right “cultural fit” and skill set, it may not achieve the level of success that it is targeting.

The company depends on a small management team.
The company depends on the skill and experience of three individuals, William Kitchen, Michael Kitchen, and David Gust. If the company is not able to call upon any of these people for any reason, its operations and development could be harmed.

Weather and natural disasters may disrupt the company’s operations.
The company’s ability to operate its attractions is dependent upon the weather. The company utilizes attractions that may operate partially out of doors. Thus, rain, lightning, or other weather may adversely impact demand and the ability to safely operate the rides. Seasonal weather conditions may shorten the operating season of the attractions. Additionally, extreme weather conditions such as hurricanes and floods, or natural events such as earthquakes may not only affect operations but also damage the company’s equipment.

Unauthorized access to the company’s records, systems, and technology will expose the company to litigation, reputational, and financial risk.
ThrillCorp’s operational equipment and security systems are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions and delays in the services and operations, loss, misuse, or theft of data, and accidents or injuries. Additionally, problems faced by third party providers of the company’s cloud-based systems could harm the company. The company’s insurance may not cover some or all of these risks.

Accidents or injuries on its attractions will expose the company to litigation and reputational risk.
ThrillCorp operates in an industry where equipment must function perfectly 100% of the time. Any accidents or injuries suffered as a result of riding on or operating any of the company’s attractions may lead not only to litigation but also to such a significant harm to the company’s reputation that it may not be able to function.

The company is controlled by its officers and directors.
William Kitchen, Michael Kitchen, and David Gust currently hold the majority of the company’s voting stock, and at the conclusion of this offering will continue to hold the majority of the company’s voting rights. They hold Class A Common Stock, each share of which is entitled to ten votes. Each share of Class B Common Stock, which the company is offering by this Offering Circular, is entitled to one vote. Investors in this offering will not have the ability to control a vote by the shareholders or the board of directors.

Holders of the Class B Common Stock are subject to drag-along rights.
The holders of Class B Common Stock are subject to a drag-along provision as set forth in the Subscription Agreement, pursuant to which each holder of Class B Common Stock agrees that, in the event the company’s board and the holders of a majority of the outstanding shares of the company’s Class A Common Stock vote in favor of a sale of the company, then such holder of Class B Common Stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the company, and deliver any documentation or take other actions reasonably required, amongst other covenants. In any such case, the interests of the holders of Class B Common Stock and Class A Common Stock (who currently are company insiders) may not be aligned, and the Class A Common Stock holders may vote in favor of their own interests and against the interests of the Class B Common Stock holders. The consideration to be paid to Class B Common Stock holders would effectively be determined by the holders of Class A Common Stock, and because of the drag-along provision, the price paid to Class B Common Stock holders could be less than the price paid to Class A Common Stock holders.

Additionally, the enforceability of such provision as it relates to appraisal rights will be subject to the provisions of Delaware law. Since the rights of common stock are determined in general by statute as opposed to by contract, and the drag-along provision is a contractual term, the extent to which this provision would be upheld by the courts in Delaware is unclear. In the event this provision were to be challenged, a sale of the company might not be effected, and all the shareholders could miss an opportunity to realize the value of their investment.

There is no current market for the common stock.
There is no formal marketplace for the resale of the company’s Class B Common Stock. The shares may be traded over-the-counter to the extent any demand exists. The company does not currently have plans to apply for or otherwise seek trading or quotation of the Class B Common Stock on an over-the-counter market, and the company does not expect to seek a listing on any trading market in the near future. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral.

Dilution means a reduction in value, control or earnings of the shares the investor owns.

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors’ stake is diluted because all the shares are worth the same amount, and new investors paid more than earlier investors for their shares.

The interest of investors in this offering will be diluted to the extent of the difference between the public offering price per share of the company’s common stock and the as-adjusted net tangible book value per share of its capital stock after this offering. The net tangible book value as of December 15, 2015, was $343,020, or $.03 per share of outstanding common stock. Without giving effect to any changes in the net tangible book value after December 15, 2015, other than the sale of shares in this offering at the initial public offering price of $10.00 per share, the proforma net tangible book value is $48,843,020 or $2.83 per share of outstanding capital stock (assuming the Maximum Offering). Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares in this offering and the net tangible book value per share of capital stock immediately afterwards. This represents an immediate increase of $2.80 per share of capital stock to existing shareholders and an immediate dilution of $7.17 per share of common stock to the new investors, or approximately 72% of the assumed initial public offering price of $10.00 per share. The following table illustrates this per share dilution:

The following tables summarize the differences between the existing shareholders and the new investors with respect to the number of shares of common stock purchases, the total consideration paid, and the average price per share paid, on both a minimum and maximum offering basis:

	Shares purchased			Total Consideration			Average
							Price Per
	Number	Percent		Amount	Percent		Share
Founders	10,000,000	58.0%	$	-	0.0%	$	-
Private placement investors	383,750	2.2%	$	500,000	0.7%	$	1.30
Issued for services	1,861,765	10.8%	$	18,617,651	26.9%	$	10.00
New investors	5,000,000	29.0%	$	50,000,000	72.3%	$	10.00
Total	17,245,515	100.0%	$	69,117,651	100.0%

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that new investors own will go down, even though the value of the company may go up. Investors will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings (such as this offering).

Investors making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value should understand that the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

USE OF PROCEEDS TO ISSUER

The net proceeds of this offering to the issuer, assuming the maximum amount of securities offered are sold, will be approximately $48 million. The company has assumed it will pay FundAmerica $350,000 in the discussion below. The company has assumed it will pay FundAmerica $35,000 in the discussion of the minimum offering below. A significant portion of non-transactional expenses of this offering (e.g., accounting fees, legal fees, payment for printing or video production, marketing, consulting and advertising fees) will be funded from previous capitalization raised at formation. Transactional costs related to the number of transactions processed or amount of money raised will be funded from proceeds of the offering.

Assuming the maximum amount is raised, ThrillCorp plans to use the offering proceeds as follows:

	•	Approximately $12 million to $15 million to develop and operate a Polercoaster in Myrtle Beach, South Carolina, or other site to be determined.

	•	Approximately $12 million to $15 million to develop and operate a Polercoaster in Nashville, Tennessee, or other site to be determined.

	•	Approximately $12 million to $15 million to develop and operate a SkySpire in a third site to be determined.

	•	The balance (approximately 28% of the net proceeds) for corporate operations and any additional capital needed for the first three sites.

The proceeds will be used to secure long-term site leases of the attractions for a duration suitable for capitalization. As discussed in “Management’s Discussion and Analysis,” the amounts set out above represent only part of the aggregate costs of each project. The leases will be mortgaged, and the company will also need to secure additional project finance debt to complete each project, which the company intends to arrange once equity financing (through this offering) has been obtained.

Initially, the company will develop and operate a Polercoaster in Myrtle Beach or other site to be determined. If the company raises enough for a second project, it will develop and operate a Polercoaster in Nashville or other site to be determined.

In the event the company raises less than the maximum amount, but at least the minimum $5,000,000 in shares, the company will reduce the number of projects it will pursue to fit within available funding. If only the minimum amount is raised, then the company will use the proceeds, estimated to be $4,500,000 , as follows:

	•	To secure or control sites suitable for development and capable of supporting project finance;

	•	To develop partnerships and alternative financing structures to advance development of projects; and

	•	To fund the marketing and sales of additional securities offerings.

The company intends that the balance of the funds needed to develop the first site in the event the company only raises the minimum amount will be raised from mortgages, project financing and partnerships, as discussed above. The company may also seek other equity financing or continue marketing efforts for this Offering.

ThrillCorp will not use the offering proceeds to make payments to its current officers or directors. Current officer and director compensation will be deferred and will accrue until the company achieves revenue. The company expects to compensate additional hires commensurate with experience and market rates.

Offering proceeds will not be used to pay off debt.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

THE COMPANY’S BUSINESS

Overview

ThrillCorp was formed in 2015 in order to develop and operate entertainment attractions and complexes that deliver uniquely fun experiences to guests in key tourist and regional markets worldwide. ThrillCorp will pursue the economic benefits of building and operating Polercoasters and SkySpires. The principals of Polercoaster LLC and SkySpire LLC, which design and patent the attractions, witnessed the potential value accruing to the developers who took on the risks of development and operation of the attractions. They decided to form ThrillCorp as a separate entity to act in the same manner as third-party developers who had licensed the attractions from them in Orlando, Las Vegas, Atlantic City and Atlanta.

The company will license intellectual property rights from Polercoaster LLC and SkySpire LLC, which are companies under common control with ThrillCorp, to develop Polercoaster, SkySpire, and other attractions. ThrillCorp’s customer base will include retail tourists, the local and regional population surrounding its sites, and individuals or entities participating in meetings or events. The company is currently in the start-up phase of operations and is not producing any revenue at this time.

The company’s initially targeted markets are Myrtle Beach, Nashville and a third to be determined location, but the order and list of markets to develop may be subject to change based upon timing of approvals, financing and relative attractiveness of other sites.

ThrillCorp plans to form limited liability companies for each of its attraction sites and may form limited liability companies to offer functional proprietary services, such as ticketing systems, attraction operations and merchandise development, to third-party purchasers.

Principal Products and Services

The company’s principal products will be the Polercoaster and the SkySpire. ThrillCorp will license development territories and operating rights from affiliate companies in order to develop and operate these products as described further in the “Interests of Management and Others in Certain Transactions”. The company will use the proceeds from this offering to build Polercoasters and SkySpires in select locations.

The Polercoaster is the company’s primary product. It is a vertical thrill complex that may incorporate a rollercoaster, drop ride, zip line, observation deck, restaurants, retail, interactive entertainment exhibits, and other entertainment products in a very small diameter tower (100 feet by 100 feet) that can range from 250 feet to over 1,000 feet in height. Components utilizing the tower’s height and structure may be mixed and matched to the character and opportunity of each individual market in which they are located. The company believes that the Polercoaster’s value proposition is five-fold:

	1.	It will appeal to a wide array of guests. Traditional roller coasters are the anchor tenants of theme parks and are generally the most visible and popular rides of such complexes drawing significant ridership (in the millions) each year. The physical forces, visual experience, and psychological aspects of a coaster make it a repeatable and highly anticipated activity. Due to its height and configuration, Polercoaster will accentuate the most thrilling aspects of a traditional coaster. Height will serve to increase the perceived risk of the experience and thus its thrill. Speeds achieving approximately 50 MPH will be intensified by the proximity to the tower structure, which will amplify the perception of speed and acceleration. Steep drops, rolls, loops and all other elements will combine for a unique guest experience. The tower may incorporate a variety of entertainment components, which will draw a wide variety of customers.

	2.	It will provide distinct real estate advantages. Normally, roller coasters can take from 4 to 40 acres of land and thus have limits as to where they can be employed. The Polercoaster re-orients this experience vertically to allow an even more thrilling experience (by virtue of greater height) and can be developed in as little as 20,000 square feet of real estate. As a result, the Polercoaster will be able to anchor all manner of existing redevelopment and new real estate development projects in high cost real estate markets in the form of a highly visible iconic structure. The company believes that the ability to place this product in the existing traffic patterns of top tourist and regional markets will reduce the risk and cost of audience acquisition, will reduce the supporting infrastructure required, and will diversify market risk relative to a traditional theme park.

	3.	The company’s attractions are machine-like and cyclic in their operation resulting in low fixed operating costs relative to high potential revenues. For example, only a limited number of employees are required to process 500 to 1,000 guests per hour, with only slight staffing variations in periods of low and high demand. Ticketing is a shared function that is centralized and when integrated with currently available mobile and kiosk technology, can be made highly self-service in nature. Each of the rides generally has one individual handling ride entrance, two individuals handling loading and unloading of cars, and one leader supervising the operation. Small maintenance teams handle routine checks and maintenance of all attraction equipment. The primary variable costs are transactional fees, percentage rents, and utilities that are tied to revenues.

	4.	The vertical structure can support multiple lines of revenue, each with similar operating characteristics. The tower may incorporate the Polercoaster, a drop-ride, zip lines, observation platforms, retail, dining (leased to third-party operators), snack carts and other entertainment components. This configuration can be changed to meet individual market needs (demographics, visitation patterns, weather, etc.) and to tap optimal revenue opportunities relative to facilities investment.

	5.	The visibility of the tower is a powerful marketing advantage, often becoming an icon in a community, which reduces expenditures required to achieve audience awareness.

The company’s second principal product will be the SkySpire, a unique alternative to a Ferris wheel. The SkySpire is a vertical observation complex that comfortably conveys guests in air-conditioned gondolas on a rising spiral wrapped around a vertical tower to a tower-top observation deck at heights that provide an excellent vantage point to observe panoramic views of the surrounding area. A SkySpire tower top may include interactive exhibits, restaurants (leased to third-party operators), retail, lounges and other services. The operating profile for a SkySpire is very similar to a Polercoaster with limited staff requirements and a small fixed-cost of operation.

ThrillCorp may identify real estate holdings that it will develop in partnership with third-party developers. The company believes that in many cases, inclusion of the Polercoaster or SkySpire as an anchor tenant in mixed-use real estate development will result in increased land valuation, greater lease-up pace, or premium rents. Partnerships or lease terms that grant profit participation with developers could provide another source of revenue for ThrillCorp with a limited need for capital investment. Entering into such partnerships, however, would result in the company’s having to share revenues with outside partners.

In certain markets municipalities may decide they want to deploy these attractions to support revitalization of an area that might not be considered a viable or priority market for investment of ThrillCorp funds. In these situations the municipality may fund and own the attractions and complex under license from ThrillCorp and may grant ThrillCorp long-term management contracts to operate the facilities. Such development would require limited ThrillCorp capital and thus can provide attractive returns.

Site and Market Selection

ThrillCorp will devote time and resources to research and development related to acquisition of suitable sites for development. The company will participate in trade shows, canvass target destination cities, and pursue developers with suitable sites.

ThrillCorp will select and develop attractions based on the draw in the targeted market. For example, in locations where a significant view corridor is of interest to tourists and other guests, the company may deploy the SkySpire. Where the primary purpose of a destination is relaxation and fun, the company may determine that the Polercoaster will be a better fit.

The company will target and serve primarily a retail tourist customer base. Its secondary markets will include visitors to a market for meetings and events. Its tertiary market is the local or regional population surrounding a site within a reasonable driving distance. In all cases, the facilities will be designed to support transient guests, regional customers and groups seeking a unique venue for corporate or association outings and other meetings or events, such as weddings.

While the company will target centers of tourism, it will also evaluate the local and regional population to derive estimates of market viability. Local and regional residents will provide a repeatable customer base for more frequent events such as birthday parties, other celebrations, and general casual use. Several large regional malls attract tens of millions of visitors annually. Placement of a company attraction in these settings will also be evaluated.

Markets will vary materially in size of potential audience, seasonality of visitation, composition of audience, purpose of travel and local/regional population and development costs. Within the United States, the company anticipates that twenty or more destination cities have potential to accommodate successful development of its attractions.

Marketing/Distribution Channels

ThrillCorp will locate its attractions as close to existing proven tourist visitor traffic patterns as can be achieved at a feasible cost. The company believes that by creating and promoting an iconic structure and experience embedded within existing tourist destinations, visitors will be drawn naturally to participate.

The sheer height and structure of the towers will be their best marketing assets, as the towers will generally be highly visible on the horizon. As local codes permit, the tower will be attractively lit at night to draw attention against a skyline. The unique nature of the attractions will make them newsworthy and they will be positioned in size and magnitude to be one of the noteworthy, must-do experiences in a market.

The company will drive ridership and visitor traffic via tourist-centric marketing in the form of advertising in logical tourist traffic corridors and promotion through packagers, concierge, and other guest assistance outlets.

Competition

ThrillCorp will compete primarily for tourist time and spending in the market. Thus, any alternative activities in which tourists may participate (e.g., theme parks, attractions, museums) may compete with the company’s products and services.

In many markets there is no comparable experience available. The Polercoaster and SkySpire are patented, and license agreements for the products are limited to particular markets. Alternative thrill experiences may exist, but any competing attractions will likely have a reasonable differentiation of experience. Because of its extreme thrill experience and the ability to deploy a plurality of attractions from one tower, Polercoaster holds a unique position in the market as an entertainment center and complex.

SkySpire offers a more flexible, guest-directed experience versus a Ferris wheel. As Ferris wheels grow higher the time of the experience begins to lengthen essentially trapping guests in a capsule for long periods of time (without benefit of restrooms). Ferris wheel capsules are at the top of the wheel only for a quarter of the ride’s time, limiting the time available to enjoy unobstructed views. By contrast, a SkySpire lifts guests in a panoramic spiral at a much more rapid pace to a top observation level (with restrooms) where they disembark to enjoy a view for as long as they would like and then either re-board a gondola for a panoramic descent, or enter an express elevator to return to the ground floor. While at the top, guests may engage in interactive exhibits to explain the sights they are seeing and they may also opt to enjoy a dining experience in a rotating restaurant located one level above the observation deck.

ThrillCorp has entered into exclusive licensing options for the Polercoaster and SkySpire rides covering three of the company’s key targeted markets with a right of first refusal on all other available domestic markets. This will provide surety of a protected territory for these products under specific terms for each market. See the “Interest of Management and Others in Certain Transactions” for additional information about the Option and Right of First Refusal Agreements.

Third party developers have previously licensed Florida, Nevada, New Jersey, and Georgia for development of Polercoasters. Third party developers are also negotiating for Texas and New York. These operations will not contribute to ThrillCorp revenues. However, these markets are ahead of ThrillCorp in their development cycle and provide unique insights and experience that will benefit ThrillCorp.

Raw Materials/Suppliers

Investment in Polercoaster and SkySpire Vertical Entertainment Centers can range from $30 million to over $100 million depending on the location, size and configuration, as discussed further in “Management’s Discussion and Analysis.” Land, foundations, tower structure, ride systems, parking, retail, dining, and other entertainment components must all be designed, built or acquired to deliver these products. At this time, the company has identified viable sites, providers and contractors, but has not entered into any contracts for these materials or services.

The Polercoaster may incorporate a concrete central core tower resembling an airport control tower depending on whether there is habitable space developed at the top of the complex housing an observation deck, restaurant, or other entertainment venues. Around the core (if one exists) will be a steel frame structure that supports the roller coaster. These structural elements are scoped and bid packages are presented to a number of qualified national construction companies with roller coaster experience, including Hensel Phelps, PCL, Haskell Steel and others. Design and Engineering efforts will be supported by Celtic Engineering or other experienced engineers that specialize in entertainment ride systems and structures. Architects will be sourced locally in each market.

Roller coasters are a specialty product with a small group of potential providers, including Intamin Amusements, Dynamic Structures, Vekoma, B&M, Zamperla and Chance Rides. ThrillCorp utilizes existing coaster cars, tracks, controls and other components from these providers to reduce execution risk. The company will create specifications for each site and request bids from these providers. The availability of coaster manufacturers having required engineering and production capacity may be a key factor in selecting a provider. Price and quality will also factor into the company’s decisions.

Research and Development

ThrillCorp was formed in 2015, and it has not spent any time or money on research and development. As a licensee of IP rights from Polercoaster LLC and SkySpire LLC, it will benefit from the research and development activities of its licensors. ThrillCorp will bring the resulting product of the licensors’ research and development efforts to market in territories in which the company will hold exclusive development rights.

Employees

ThrillCorp has not made any additional hires beyond its executive team. The company believes that its executive team is uniquely knowledgeable and experienced in the critical aspects of delivering on the company’s strategy. See “Directors, Executive Officers and Significant Employees” for more details.

The company will need to hire a small number of additional employees and consultants to carry out the plans in the “Use of Proceeds”. ThrillCorp expects that it will be able to hire additional talent required to pursue its objectives. The company intends to contract for specialized needs, such as design and engineering, facilities operations and administrative support while hiring key roles including financial management and project management.

Regulation, Zoning and Permits

The company will need permits and approvals for zoning, construction, occupancy, and ride inspections/licensing. These are local permits that will vary by location. In addition, markets for its attractions may be limited by minimum height restrictions. In some locations the process to attain regulatory approvals may take substantial time and community outreach. The company attempts to ascertain the nature of approvals required for each site it considers and uses the potential for delay as a consideration in its development evaluation process.

Intellectual Property

ThrillCorp has applied for trademarks on “Thrill Estate” in the categories of real estate development, attractions and entertainment. It has not filed for any patents, copyrights, or other trademarks. The company will license and rely on patented rights and trademarks from Polercoaster LLC and SkySpire LLC.

Litigation

The company is not involved in any litigation.

THE COMPANY’S PROPERTY

Currently, ThrillCorp does not own or lease any property, plant, or major equipment. It plans to acquire land, or secure long-term site leases for its attractions. If the company is unable to acquire land needed for an entertainment complex, it plans to secure a long-term lease that is suitable for financing. Each project will be executed in its own LLC. This allows each project to be partnered with local developers and to be financed with project-based debt until such time as cash flow enables the company to avail general obligation debt.

The company will require modest office space, which is readily available in the Orlando market, the location of the company’s headquarters. Systems for development management, budgeting and financial management, approvals and payment processing will be required as the company moves forward into the development phase. Systems for revenue management, accounting, and operational controls will also require investment. The company may invest in additional ride and entertainment concepts as it progresses through its development process.

MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

The company has not yet commenced operations. It will not realize revenues until its first attraction is completed. Each attraction is likely to take at least 24 months from site acquisition and regulatory approvals before it is operational.

Liquidity and Capital Resources

The company has been initially capitalized through investments of $500,000, including a $200,000 stock subscription receivable, and a loan of $200,000 from an affiliated company, Polercoaster LLC, made after the date of the audited financial statements included in this Offering Circular.

Polercoaster LLC, which is controlled by William Kitchen, Michael Kitchen, and David Gust, has agreed to provide additional funding in the form of additional loans if required. ThrillCorp, Inc. has not entered into a written agreement with Polercoaster LLC to provide such potential future funding.

Plan of Operations

The company initially plans to develop attractions in Myrtle Beach, Nashville, and a third to-be-determined location, or other market that may yet be identified. Each of these sites will require capital expenditures of approximately $35,000,000 to $50,000,000. The company expects the first, a Polercoaster and entertainment complex in Myrtle Beach, to require approximately $50,000,000. The company intends to allocate approximately $12,000,000 to $15,000,000 per site from the proceeds of this offering (assuming that amount is raised), and to seek mortgage financing and project financing for the balance. In the event only the minimum amount is raised, additional equity financing may be necessary for the first site. The exact amounts required, and the exact amount to be financed with respect to each project, will not be known until final terms of site acquisition and design and engineering are completed. The company has identified sites in each of the markets and is in the process of securing them for development. The company has not yet entered into any obligations with respect to real estate or its related financing.

Assuming that the minimum amount of financing sought in this offering is raised, over the next 12 months the company will finalize terms for one site in Myrtle Beach, Nashville, or third to be determined location, or other market that may yet be identified and seek mortgage financing for that lease as well as project finance and possibly minority partnerships for the remainder of the required funding. Once financing is in place, the company will enter into a contract with ride manufacturers, which will require an initial payment to begin the design and manufacturing of the attraction. Structural design and development planning via contracted providers will also proceed simultaneously. Periodic progress payments for design, engineering, architecture, ride suppliers, structure suppliers, contractors and other vendors will continue until the project is completed and accepted by ThrillCorp.

The company may also deploy a portion of capital raised in this offering against efforts to sell additional shares up to the maximum investment specified for the offering. The company may determine that a highest and best use of capital is expanded marketing of the offering.

Additional project management, finance and administrative staff will be required to execute the company’s plans. Legal, insurance, and other administrative expenses will be incurred in the normal course of start-up and operation. As the development period is expected to be approximately 24 months in duration, costs will be spread over this period. As ThrillCorp is a new entity with no credit history, it may be required to place larger deposits on long-duration work efforts by contractors.

Assuming that the maximum amount of financing sought is raised, over the next 12 months the company will undertake the same activities at an estimated two additional sites. The company will expand its project management team to accommodate the additional workload. Each project will be unique and may require different or additional allocations of capital in the course of development.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets out the company’s officers and directors. All work with the company on a part-time basis.

Name	Position	Age	Term of Office	Approximate hours per week

Executive Officers:
William Kitchen	Chairman	67	Appointed to indefinite term of office, August 28, 2015	20



David Gust	CEO, CFO, CAO	55	Appointed to indefinite term of office, August 28, 2015	40




Michael Kitchen	Chief Development Officer	42	Appointed to indefinite term of office, August 28, 2015	40



Directors:
William Kitchen	Chairman	67	Appointed to indefinite term of office, August 28, 2015



David Gust	Director	55	Appointed to indefinite term of office, August 28, 2015




Michael Kitchen	Director	42	Appointed to indefinite term of office, August 28, 2015



Robert Christoph, Jr.	Director	38	Appointed to indefinite term of office, August 28, 2015

William Kitchen is Michael Kitchen’s father.

William Kitchen, Chairman

William Kitchen is the company’s Chairman of the Board. Mr. Kitchen is a prolific inventor of thrill rides that have attracted millions of riders all over the world. Over the past 25 years, he has created, patented, and developed numerous thrill rides, including SkyCoaster, iFly, UniCoaster, SkyView, Polercoaster, and SkySpire. SkyCoaster provides a safer alternative to bungee jumping by creating a very tall swing that allows riders to be elevated several hundred feet and then released to freefall until a reliable steel cable takes up the slack and guides the rider in a sweeping arc across the sky. Ultimately, approximately 120 SkyCoasters were developed across the globe with a very large number still in operation some 25 years later. Tens of millions of riders have screamed as they pulled the rip-cord to start their descent, powering the SkyCoaster to cumulative revenues of hundreds of millions of dollars. Mr. Kitchen sold the company, Sky Fun 1, owner of Skycoaster, in 1998.

He subsequently created and patented Skyventure (known in the market today as iFLY), a simulator that enables people to experience the exhilaration of skydiving by floating on a current of air in a large vertical chamber. Cumulatively, the 36 indoor skydiving installations across the globe host approximately 5.4 million riders per year and iFLY has recently reached a valuation in excess of $500 million. Mr. Kitchen sold Skyventure in 2007.

Mr. Kitchen most recently invented and patented new attractions known as UniCoaster, SkyView, Polercoaster, and SkySpire. UniCoaster is known as “Brain Surge” in the Nickelodeon park at Mall of the America. SkyView was a reinvention of the Ferris wheel. SkySpire is an elegant observation experience that conveys guests in comfortable gondolas up a tower in a spiral and provides spectacular and unobstructed views. Polercoaster and SkySpire are described further above. UniCoaster, SkyView, Polercoaster, and SkySpire are under active development through US Thrill Rides LLC, which owns Polercoaster LLC and SkySpire LLC. Mr. Kitchen is the Chairman of US Thrill Rides LLC. As described further in the “Interests of Management and Others in Certain Transactions”, US Thrill Rides is the parent entity of the limited liability companies that own the Polercoaster and SkySpire.

David Gust, Chief Executive Officer

David Gust is the Chief Executive Officer of ThrillCorp. He has served in this position since formation of the company in August 2015. Prior to this role, from January 2014 to July 2015, he was a Vice President of Merchandising for Hilton Worldwide with a focus on developing ancillary revenues from each directly booked hotel reservation for the global hospitality firm. From October 2006 to January 2014, he was Vice President of Direct Marketing for Hilton Grand Vacations Company, the vacation ownership division of Hilton Worldwide. In this role he was responsible for building Hilton Grand Vacations Company’s customer data warehouse and marketing systems and provided oversight of analytics, online, creative, branding, marketing strategy, budgets and general management as part of a team that produced 20% annual growth each year. From January 2000 to the present, Mr. Gust has been a sole practitioner in Thunderhead Ventures LLC, a consulting practice providing strategic planning, feasibility analysis, marketing strategy and other services to clients. From June 1996 to December 2000, he was with Hard Rock Café International, ultimately as VP of Marketing and New Ventures, where he focused on the marketing of 104 cafes in 34 countries and non-restaurant business development and line extension into entertainment and hospitality products. Hard Rock Café International revenues grew from $100 million to $400 million during his tenure. From February 1983 to June 1996, Mr. Gust served in numerous roles for the Walt Disney Company, including financial management, feasibility analysis, new product development, and project management. He was an integral member of project teams that created ESPN Zone and Disney Vacation Club. He also contributed to a myriad of theme park, resort, and general master planning projects representing total investments in excess of $5 billion. Mr. Gust has a BS in Finance from Eastern Illinois University and has attended executive coursework at the Wharton School and Rollins College.

Michael Kitchen, Chief Development Officer

Michael Kitchen is the Chief Development Officer of ThrillCorp. From 1993 to 1996, he served as VP of Sales for SkyFun One. In this role, Mr. Kitchen sold SkyFun's “SkyCoaster" amusement attractions throughout Europe, Americas, Middle East, and Asia. From 1996 to 2000, he was VP of Sales for IES Ltd., where he was responsible for selling military training simulation technologies around the globe. Mr. Kitchen sold high-tech training simulation systems to military, police, SWAT, and special operations units in over 80 countries. He then became a founding member of VirTra Systems in 2000, where he served as Partner and VP of Sales and Business Development, helping grow the business from start-up to a very successful industry leader in military training. In 2010, Mr. Kitchen partnered in the family business with William Kitchen as a founding member of US Thrill Rides. As Chief Development Officer of US Thrill Rides from 2010 until the present, Mr. Kitchen has used his extensive business development and marketing expertise to attract potential customers, partnering developers, and equity investors to build US Thrill Rides’ multi-million dollar attractions sites.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The company has not yet paid any of its current directors or executive officers, and it will not compensate them from the proceeds of this offering. The company plans to add executives to execute on its plan and will compensate them commensurate with experience and performance. The company may need to offer a compensation package at a premium to market rates for the best talent due to its early development stage. At minimum, the company intends to hire a Chief Financial Officer and a Project Management Executive.

ThrillCorp will defer all cash compensation to the current directors and executive officers until the company achieves revenue. The company intends that, upon achieving revenue, the executive officers will each receive $100,000 in annual salaries, payable from the date of the officer’s first appointment. The deferred compensation will be interest free and accrued as a liability of the company. The company currently intends that in the event that revenue is achieved within 24 months of the officers’ employment, it will pay each of the executive officers a $100,000 one-time bonus. Payment of bonuses and deferred compensation will be dependent upon achieving $1 million in EBITDA.

The company has set aside 950,000 shares of common stock for an equity incentive plan for future employees. Formal plan documents have not yet been finalized. It has also allocated up to 908,000 shares of common stock for compensation of advisors and contractors serving the company.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of March 25, 2016, the voting securities of the company that are owned by executive officers and directors, and other persons holding more than 10% of the company’s voting securities, or having the right to acquire those securities.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class
Class A Common Stock	William Joel Kitchen 11536 Lake Butler Blvd, Windermere, FL 34786	5,100,000 directly owned	N/A	51.0%


Class A Common Stock	Michael Aaron Kitchen 7512 Dr. Phillips Ave Unit 50-358 Orlando, FL 32819	2,450,000 directly owned	N/A	24.5%


Class A Common Stock	David A. Gust 13543 Banana Bay Dr. Winter Garden, FL 34787	2,450,000 directly owned	N/A	24.5%

Class B Common Stock	Robert Christoph Jr. 300 Alton Rd Suite 303 Miami Beach, FL 33139	153,500 directly owned	N/A	40%


Class B Common Stock	Randy Robbins and Helena Stage 1211 Golden Gate Drive Sad Diego, CA 92116	76,750 directly owned	N/A	20%


Class B Common Stock	Mac One Realty Partners, LLC 3841 Green Hills Village Drive Suite 400 Nashville, TN 37215	153,500 directly owned	N/A	40%

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Polercoaster and SkySpire Licenses

ThrillCorp intends to license development territories and operating rights for Polercoasters from Polercoaster LLC and SkySpires from SkySpire LLC. Polercoaster LLC and SkySpire LLC are both owned and controlled by William Kitchen, Michael Kitchen and David Gust, who cumulatively own and control a majority of shares in ThrillCorp and fill key executive roles for the company.

The company has entered into Option and Right of First Refusal Agreements with Polercoaster LLC and Skyspire LLC. These agreements appear as Exhibits to the Offering Statement of which this Offering Circular forms a part. They grant exclusive rights to execute Territory and License Agreements of Polercoaster and Skyspire attractions in Nashville, Myrtle Beach, and New Orleans, and provide for a right of first refusal in all other markets in the United States other than the states of Georgia, Nevada, Florida, and New Jersey. The company’s ability to exercise the right of first refusal in other markets will depend on its ability to match competing offers and may depend on its ability to obtain additional financing. Each of the Option and Right of First Refusal Agreements has a duration of three years from October 22, 2015. Each agreement will also terminate in the event the company has not entered into at least one Territory and License Agreement no later than October 22, 2016 and at least two Territory and License Agreements by October 22, 2017 and three Territory and License Agreements by October 22, 2018. The agreements also terminate in the event the company is determined to be in material breach of any Territory and License Agreement that it has entered into.

The form license agreements with Polercoaster LLC and Skyspire LLC provide for the following terms, which may vary by market:

	•	Polercoaster LLC and Skyspire LLC agree to license exclusive rights to its Polercoaster Intellectual Property and Skyspire Intellectual Property, including patents and trademarks: (i) in a 50 mile radius of a licensed location, (ii) for a period of 20 years, (iii) in exchange for a Territory Fee of $3 million of the total development cost of the attraction paid $1,000,000 at execution with the projected remainder paid over 24 months trued-up to actual cost versus projected cost at opening of the attraction with any unpaid balance due within 30 days of the attraction opening to the public, and (iv) exclusivity is maintained through payment of an operating royalty on a monthly flat fee of $75,000.

	•	Polercoaster LLC and Skyspire LLC will provide the Licensee with access to their approved suppliers for design, engineering, ride manufacturing and installation; the licensee will contract directly with these vendors for service.

	•	Polercoaster LLC and Skyspire LLC agree to act as advisors to the Licensee with respect to development of the attraction.

•

Licensee agrees to secure training, insurance, manuals and inspections on a periodic basis to assure safety and viability of the attraction and its operation.

The terms of license agreements are based upon four previous licenses for Polercoasters to unrelated third-party developers. Each was heavily negotiated and the company believes their terms represent arm’s length market values for the rights conveyed. Fees paid by developers to control an exclusive territory range from $2,000,000 to $3,800,000 and royalties paid to maintain license rights range from 3% to 5% of revenues paid monthly once the ride opens.

As a licensee from Polercoaster LLC and SkySpire LLC, ThrillCorp will have the benefit of substantial research and development activities of those entities. Third party developers lead ThrillCorp in development of projects and the licensor will have benefit of learning and experience from these projects which will benefit ThrillCorp as a licensee.

Polercoaster LLC Loan

On October 2, 2015, the company executed an Unsecured Promissory Note to Polercoaster LLC in exchange for a $200,000 loan. Polercoaster LLC is an entity controlled by William Kitchen, Michael Kitchen, and David Gust. The principal balance of the loan and accrued interest is payable at the applicable federal rate required by Internal Revenue Code Section 1274 (the “AFR”) and due on September 30, 2018. Any amounts not paid when due are payable at a default rate of 3% above the AFR or the highest rate permitted by applicable law. The Promissory Note appears as Exhibit 6.7 to the Offering Statement of which this Offering Circular is a part.

SECURITIES BEING OFFERED

General

The company is offering up to 5,000,000 shares of Class B Common Stock.

The following description summarizes the most important terms of the company’s capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions of ThrillCorp’s certificate of incorporation and bylaws, copies of which have been filed as exhibits to the offering statement of which this Offering Circular is a part. For a complete description of ThrillCorp’s Class A Common Stock and Class B Common Stock (collectively, “Common Stock”), you should refer to the certificate of incorporation and bylaws and to the applicable provisions of Delaware law.

The company’s authorized capital stock consists of 100,000,000 shares of Common Stock. As of October 21, 2015, three beneficial owners held all 10,000,000 outstanding shares of Class A Common Stock. As of November 2, 2015 three beneficial owners held all 383,750 outstanding shares of Class B Common Stock.

Class A Common Stock

Dividend Rights

Holders of Class A Common Stock and are entitled to share with holders of Class B Common Stock, on a per share basis, in dividends and other distributions of cash, property, or shares of stock of the company as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the company legally available therefore; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A Common Stock, as the case may be.

Voting Rights

Each holder of ThrillCorp’s Class A Common Stock is entitled to ten votes for each share on all matters submitted to a vote of the stockholders.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets, or winding up of the company, the holders of Class A Common Stock are entitled to share equally with the holders of Class B Common Stock, on a per share basis, all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock.

Rights and Preferences

Holders of ThrillCorp’s Class A Common Stock have no preemptive, conversion, subscription or other rights and there are no redemption or sinking fund provisions applicable to the company’s Class A Common Stock. The rights, preferences, and privileges of the holders of the company’s Class A Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of the company may designate in the future.

Class B Common Stock

Dividend Rights

Holders of Class B Common Stock and are entitled to share with holders of Class A Common Stock, on a per share basis, in dividends and other distributions of cash, property, or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the company legally available therefore; provided, however, that in the event that such dividend is paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of Class B Common Stock shall receive Class B Common Stock or rights to acquire Class B Common Stock, as the case may be.

Voting Rights

Each holder of ThrillCorp’s Class B Common Stock will be entitled to one vote for each share on all matters submitted to a vote of the stockholders.

The holders of Class B Common Stock are subject to a drag-along provision as set forth in the Subscription Agreement, pursuant to which each holder of Class B Common Stock agrees that, in the event the company’s board and the holders of a majority of the outstanding shares of the company’s Class A Common Stock vote in favor of a sale of the company, then such holder of Class B Common Stock will vote in favor of the transaction if such vote is solicited, refrain from exercising dissenters’ rights with respect to such sale of the company, and deliver any documentation or take other actions reasonably required, amongst other covenants. The enforceability of such provision as it relates to appraisal rights will be subject to the provisions of Delaware law.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets, or winding up of the company, the holders of Class B Common Stock are entitled to share equally with the holders of Class A Common Stock, on a per share basis, all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock.

Rights and Preferences

Holders of ThrillCorp’s Class B Common Stock have no preemptive, conversion, subscription or other rights and there are no redemption or sinking fund provisions applicable to the company’s Class B Common Stock. The rights, preferences, and privileges of the holders of the company’s Class B Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of the company may designate in the future.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The company is offering a minimum of 500,000 shares of common stock and a maximum of 5,000,000 shares of common stock on a “best efforts” basis. If $5,000,000 in subscriptions for the shares (the “Minimum Offering”) is not deposited on or before August 31, 2016 (the “Minimum Offering Period”), all subscriptions will be refunded to subscribers without deduction or interest. All subscribers will be instructed by the company or its agents to transfer funds by wire or ACH transfer directly to the escrow account established for this Offering or deliver checks made payable to “FundAmerica Securities, LLC, as Agent to Thrillcorp Escrow Account” which FundAmerica Securities LLC shall deposit into such escrow account no later than noon the next business day after receipt. Except as stated above, subscribers have no right to a return of their funds during or after the Minimum Offering Period, and the company has no right to receive those funds before the first closing following the Minimum Offering Period. If this Minimum Offering amount has been deposited by August 31, 2016, the Offering may continue until the earlier of December 31, 2016 (which date may be extended at the company’s option) or the date when all shares have been sold. In the event that the minimum offering amount is not reached by such date or the offering is otherwise terminated, investor funds held in escrow will promptly be refunded to each investor in accordance with Rule 10b-9 under the Securities Exchange Act of 1934. The company may terminate the Offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving shares; escrowed funds may be returned.

At stepped investment levels, the company plans to offer investment purchase packages that provide various incentives, including admissions benefits and VIP status on the company’s attractions. The company plans to offer the following benefits at various level of investment:

Minimum Number of Shares	Minimum Dollar Investment	Rewards

20	$200	None

250	$2,500	Two one-year VIP tickets

500	$5,000	Two five-year VIP tickets; Grand Opening VIP

2,500	$25,000	Two five-year VIP tickets with Guest Benefits*; Grand Opening VIP

5,000	$50,000	Four five-year VIP tickets with Guest Benefits*; four First-Hour Rider tickets; Grand Opening VIP

*One additional guest per VIP ticket

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO THE INVESTMENT PURCHASE PACKAGES ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

The company is not selling the shares through commissioned sales agents or underwriters. It will use its existing website, www.thrillcorp.com, blogs, and viral videos to provide notification of the offering. Persons who desire information will be directed to a landing page describing the offering and operated by the company.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the company’s website, on a landing page that relates to the offering.

The company’s website will be the exclusive means by which prospective investors may subscribe in this offering.

If the minimum contingency for this offering is not satisfied or the offering is otherwise terminated, investor funds will be promptly refunded in accordance with Securities Exchange Act Rule 10b-9.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by check, wire transfer or ACH. The subscription agreement requires investors to answer certain questions to determine compliance with the investment limitation set forth in the securities laws, disclose that the securities will not be listed on a registered national securities exchange upon qualification, and that the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead. The investment limitation does not apply to accredited investors, as that term is defined in Rule 501 under the Securities Act of 1933.

The company has engaged FundAmerica Securities, LLC, a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (FINRA), to perform the following administrative functions in connection with this offering in addition to :

	•	review the subscription agreements to determine whether all of the necessary information has been obtained from the investors, to determine compliance with the investment limitation requirement, and to perform anti-money laundering checks;
	•	contact the investors if necessary to gather additional information or clarification;
	•	provide the company with prompt notice for subscriptions that cannot be accepted; and
	•	transmit the subscription information data to FundAmerica Stock Transfer, LLC, the company’s transfer agent.

As compensation for the services listed above, the company has agreed to pay 0.7% of the amount invested by investors, plus fees of $60 per investor for AML verification services with respect to foreign investors. If the company elects to terminate the offering prior to its completion, the company has agreed to reimburse FundAmerica Securities for its out-of-pocket expenses incurred in connection with the services provided under this engagement (including costs of counsel and related expenses). FundAmerica Stock Transfer LLC, an affiliate of FundAmerica Securities, will serve as transfer agent to maintain stockholder information on a book-entry basis; there are no set up costs for this service, fees for this service will be limited to secondary market activity.

FundAmerica Securities, LLC is not participating as an underwriter of the Offering and under no circumstance will it solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor. Rather, FundAmerica Securities involvement in the offering is limited to acting as an accommodating broker-dealer. Based upon FundAmerica Securities’ limited role in this offering, it has not and will not conduct extensive due diligence of this securities offering and no investor should rely on FundAmerica Securities’ involvement in this offering as any basis for a belief that it has done extensive due diligence. FundAmerica Securities, LLC does not expressly or impliedly affirm the completeness or accuracy of the Offering Circular presented to investors by the issuer in this Offering. All inquiries regarding this offering or services provided by FundAmerica Securities and its affiliates should be made directly to the company.

After the Offering Statement has been qualified by the Securities and Exchange Commission, the company will accept tenders of funds to purchase the shares. The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date), and may accept the tender of funds before it is clear that the minimum amount sought will be raised. The funds tendered by potential investors will be held either by an escrow agent or by a registered broker-dealer, and will be transferred to the company upon closing. In the event the minimum amount the company is trying to raise is not reached, the escrow agent or broker-dealer will return the funds to investors.

In the event that it takes some time for the company to raise funds in this offering, the company will rely on the $500,000 initial investment and loan of $200,000 from Polercoaster LLC. These sources of funds are described further in “Management’s Discussion and Analysis” and “Interest of Management and Others in Certain Transactions.”

FINANCIAL STATEMENTS

ThrillCorp, Inc.

Financial Statements

and Independent Auditor's Report

August 31, 2015

ThrillCorp, Inc.

Index

	Page

Independent Auditor's Report	40

Financial Statements

Balance Sheet	42

Statement of Operations	43

Statement of Stockholders' Equity/(Deficit)	44

Statement of Cash Flows	45

Notes to Financial Statements	46

Independent Auditor's Report

To the Stockholders
ThrillCorp, Inc.

We have audited the accompanying financial statements of ThrillCorp, Inc., which comprise the balance sheet as of August 31, 2015, and the related statements of operations, stockholders' equity/(deficit) and cash flows for the period August 28, 2015 (date of incorporation) through August 31, 2015, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ThrillCorp, Inc. as of August 31, 2015, and the results of its operations and its cash flows for the period from August 28, 2015 (date of incorporation) through August 31, 2015 in accordance with accounting principles generally accepted in the United States of America.

/s/ CohnReznick LLP
Bethesda, Maryland
December 15, 2015

ThrillCorp, Inc.

Balance Sheet
August 31, 2015

Assets

Current assets
Deferred offering costs (Note 2)	$	100,000

Total assets	$	100,000

Liabilities and Stockholders' Equity/(Deficit)

Current liabilities
Accounts payable	$	100,000

Total liabilities		100,000

Stockholders' equity/(deficit)		-

Total liabilities and stockholders' equity	$	100,000

See Notes to Financial Statements.

ThrillCorp, Inc.

Statement of Operations
For the Period from August 28, 2015 Through August 31, 2015

Revenues	$	-

Expenses		-

Net income	$	-

Total weighted average shares		-

Basic earnings per share attributable to common stockholders	$	-

See Notes to Financial Statements.

ThrillCorp, Inc.

Statement of Stockholders' Equity/(Deficit)
For the Period from August 28, 2015 Through August 31, 2015

Common Shares

Amount

Accumulated

Class A Stock

Class B Stock

Class A Stock

Class B Stock

Earnings (Deficit)

Total

Balance at August 28, 2015

Issuance of common stock

Net income (loss)

Balance at August 31, 2015

See Notes to Financial Statements.

ThrillCorp, Inc.

Statement of Cash Flows
For the Period from August 28, 2015 Through August 31, 2015

Cash flow from operating activities

Net income	$	-

Net cash provided by operating activities		-

Cash flow from investing activities

Net cash provided by investing activities		-

Cash flow from financing activities

Net cash provided by financing activities		-

Net increase in cash		-

Cash - August 28, 2015		-

Cash - August 31, 2015	$	-

Noncash financing activities
Deferred offering costs	$	100,000

See Notes to Financial Statements.

ThrillCorp, Inc.

Notes to Financial Statements
August 31, 2015

Note 1 - Organization and nature of operation

ThrillCorp, Inc. (the "Company") was formed as a Delaware corporation on August 28, 2015, to be the developer and operator of unique "Thrill City" entertainment complexes in key tourist markets of the United States. The Company plans to operate under exclusive licensed patent rights within selected territories.

As of August 31, 2015, the Company had not yet commenced operations and had not entered into any contracts. See Note 6 regarding events subsequent to August 31, 2015.

Note 2 - Summary of significant accounting policies

Basis of presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Use of estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual events and results could differ from those assumptions and estimates.

Income taxes
The Company is taxed as a C corporation in the United States of America ("U.S."). The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC 740, Income Taxes ("ASC 740"). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The realizability of deferred tax assets is assessed throughout the year and a valuation allowance is established as necessary. As of August 31, 2015, the Company has not recorded any income tax expense, or any current or deferred income tax assets or liabilities.

The Company follows the requirements of ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, the Company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position. As of August 31, 2015, Management believes that the Company has taken no uncertain tax positions, and therefore no accruals have been made in the financial statements related to uncertain tax positions.

ThrillCorp, Inc.

Notes to Financial Statements
August 31, 2015

The Company's income tax returns are subject to examination by taxing authorities for a period three years from the date they are filed. Since the Company is in its initial year, no tax years are subject to examination as of August 31, 2015.

Organizational and offering costs
The Company expenses organization costs as incurred and offering costs, when incurred, will be deferred and charged to shareholders' equity. As of August 31, 2015, the Company had incurred $100,000 in deferred offering costs. The deferred offering costs will be charged against the gross proceeds of the offering when received.

Earnings per share
The Company presents basic earnings per share or EPS. Basic EPS excludes dilution and is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period.

Recently issued accounting pronouncements
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." This new standard will replace all current U.S. GAAP guidance related to revenue recognition and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective beginning in 2019 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.

In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities." This new standard eliminates the distinction between entities that are in the development stage from other entities in GAAP. The requirements to present inception-to-date information, label the financial statements as those of a development stage entity and disclose in the first year in which the Company is no longer considered to be in the development stage that in prior years it had been in the development stage has also been eliminated. In addition, FASB ASU 2014-10 eliminates the requirement for development stage entities to disclose the development stage activities in which the Company is engaged.

Note 3 - Loan

The Company is authorized to borrow up to $200,000 from Polercoaster LLC, an affiliated entity owned by three of the Company's four directors. As of August 31, 2015, no loans had been made to the Company. See Note 6 regarding events subsequent to August 31, 2015.

Note 4 - Equity

The Company is authorized to issue up to 20,000,000 shares of class-A common stock at $0.001 par value per share and 80,000,000 shares of class-B common stock at $0.001 par value per share. The only difference between the two classes of stock is that the class-A common stock has 10 votes per share voting preference as compared to a one-vote-per share right for class-B common stock. Holders of the Company's common stock are entitled to receive dividends when authorized by the Company's board of directors. As of August 31, 2015, no stock had yet been issued. See Note 6 regarding events subsequent to August 31, 2015.

ThrillCorp, Inc.

Notes to Financial Statements
August 31, 2015

Note 5 - Commitments

The Company entered into an agreement with EarlyShares.com in connection with services related to a capital raise on behalf of the Company. Upon achieving certain milestones in the agreement, the Company will pay EarlyShares.com up to a total of $400,000 and issue up to 800,000 of warrants to purchase Class B common stock equal to a price per share denoted in the offering exercisable for a period of three years from the date of issuance.

Note 6 - Subsequent events

Events that occur after the balance sheet date, but before the financial statements were available to be issued, must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date require disclosure in the accompanying notes. Management has evaluated the activity of the Company through December 15, 2015 (the date the financial statements were available to be issued) and determined that the Company did not have any material subsequent events that required disclosure in the notes to the financial statements other than those disclosed below.

The Company borrowed $200,000 from Polercoaster, LLC on September 22, 2015. Polercoaster is a related party to the Company. The loan is due upon demand and does not bear interest. On September 24, 2015, $100,000 was paid to EarlyShares.com, Inc. and $10,000 was paid to CrowdCheck, Inc., both payments in connection with the offering of the Company's stock.

On October 22, 2015, the Board authorized the following three transactions:

A total of 10,000,000 shares of class-A common stock was issued to William Kitchen, Michael Kitchen, and David Gust in consideration for causing their controlled entities, Polercoaster, LLC and Sky Spire, LLC, to enter into the transaction described at 2), below. The stock was issued as follows:

	Stockholder		Number of Shares of Class-A Common Stock

	William Kitchen		5,100,000
	Michael Kitchen		2,450,000
	David Gust		2,450,000

The Company entered into separate agreements with Polercoaster, LLC and Skyspire, LLC. Polercoaster, LLC and Skyspire, LLC own certain intellectual property relating to thrill rides. Polercoaster, LLC and Skyspire, LLC granted the Company the right to obtain a license to build and operate thrill rides in Nashville Tennessee, Myrtle Beach South Carolina and New Orleans Louisiana and granted the Company a right of first refusal on additional locations. Both Polercoaster, LLC and Skyspire, LLC are considered related parties to the Company due to three of the Company's four directors owning all of the interests in these two LLC's. Subject to other conditions, the terms require the locations be within a 50 mile radius of each Metropolitan Statistical Area and the thrill rides are to be completed within specified time periods defined in the agreement. Additionally, if the license agreements are consummated, the Company will be obligated to pay a territory fee of $3,000,000 for each location and a monthly royalty fee generally in the amount of $75,000 after the opening of the attraction which will increase at the lesser of CPI-U as defined or 3% per year.

ThrillCorp, Inc.

Notes to Financial Statements
August 31, 2015

A total of 383,750 of class-B common stock was issued to Robert Christopher, Jr. and Robbins Stage Trust in exchange for $500,000 as follows:

	Number of Shares of Class-
Purchaser	B Common Stock	Consideration

Robert Christopher Jr.	153,500	$200,000
Robbins Stage Trust	76,750	$100,000
Mac One Realty Trust	153,500	$200,000

PART III

INDEX TO EXHIBITS


2.1	Certificate of Incorporation*

2.2	Bylaws*

4	Form of Subscription Agreement

6.1	Option and Right of First Refusal Agreement with Polercoaster, LLC*

6.2	Option and Right of First Refusal Agreement with Skyspire, LLC*

6.3	Stock Purchase Agreement with William Kitchen, Michael Kitchen, and David Gust*

6.4	Stock Purchase Agreement with Robert Christoph, Jr.*

6.5	Stock Purchase Agreement with Robbins Stage Trust*

6.6	Stock Purchase Agreement with Mac One Realty Partners, LLC*

6.7	Unsecured Promissory Note with Polercoaster, LLC*

6.8	Broker Dealer Services Agreement with FundAmerica Securities, LLC

8	Escrow Services Agreement with FundAmerica Securities, LLC

11	Independent Auditor’s Consent

12	Opinion of KHLK LLP

15.1	Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)*

* Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on March 28, 2016.

THRILLCORP, INC.

By	/s/ David Gust

	David Gust, Chief Executive Officer of
	ThrillCorp, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ David Gust
David Gust, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer,
Director
Date:	March 28, 2016

/s/ William Kitchen
William Kitchen, Chairman of the Board of Directors
Date:	March 28, 2016

/s/ Michael Kitchen
Michael Kitchen, Chief Development Officer, Director
Date:	March 28, 2016

/s/ Robert Christoph, Jr.
Robert Christoph, Jr., Director
Date:	March 28, 2016

EX1A-4 SUBS AGMT 3 exhibit4.htm ThrillCorp, Inc.: Exhibit4

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY THE ISSUER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE PLATFORM (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO:           ThrillCorp, Inc.
                  7380 W. Sand Lake Road, Suite 500
                  Orlando, FL 32819

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Common Stock (the “Securities”), of ThrillCorp, Inc., a Delaware corporation (the “Company”), at a purchase price of $10 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the shares are as set forth in the Certificate of Incorporation in the Exhibits to Offering Statement.

(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.

(c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 5,000,000 shares (the “Maximum Offering”). The Company may accept subscriptions until August 31, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 500,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

(f) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Investor and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(g) The terms of this Subscription Agreement shall be binding upon Investor and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall be acknowledge, agree, and be bound by the representations and warranties of Investor, terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities by a check for available funds made payable to “XXXX”, by wire transfer to an account designated by the Company, or by any combination of such methods.

(b) Escrow arrangements. Payment for the Securities shall be received by FundAmerica Securities, LLC. (the “Escrow Agent”) from the undersigned by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable Closing, in the amount as set forth in Appendix A on the signature page hereto. Upon such Closing, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by FundAmerica Stock Transfer LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The outstanding units and securities of the Company immediately prior to the initial investment in the Securities is as set forth in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial statements. Complete copies of the Company’s financial statements consisting of the statement of financial position of the Company as at [DATE] and the related consolidated statements of income and cash flows for the two-year period then ended (or since inception) (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. CohnReznick LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to Issuer” in the Offering Circular.

(h) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any

consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date:

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, the Operating Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or

(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject.

Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had an opportunity to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.

(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(h) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(i) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. The undersigned will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial

ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.

6. Drag Along Right.

(a) A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”) or (b) a transaction that qualifies as a Deemed Liquidation Event, as determined by the Company’s board of directors. A “Deemed Liquidation Event” shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); (ii) a sale, exclusive license, transfer, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, exclusive license, transfer, lease other disposition is to a wholly-owned subsidiary of the Company; or (iii) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

(b) In the event that the Companys’ board of directors and the holders of a majority of the outstanding shares of the Company’s Class A Common Stock (as defined in the Company’s Certificate of Incorporation), voting as a single class and on an as-converted basis (the “Requisite Parties”) approve a Sale of the Company, the Investor hereby agrees with respect to the Securities and the voting rights of the Investor, if any:

(i) in the event such transaction is to be brought to a vote at a stockholder meeting and to the extent any vote is solicited from Investor, after receiving proper notice of any meeting of stockholders of the Company, to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;

(ii) to vote (to the extent any vote is solicited from Investor) (in person, by proxy or by action by written consent, as applicable) the Securities in favor of such Sale of the Company and in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(iii) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

(iv) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Requisite Parties;

(v) if the Sale of the Company is structured as a stock sale, to sell the same proportion of the Securities as is being sold by the Requisite Parties, and on the same terms and conditions as the Requisite Parties;

(vi) not to deposit, and to cause the Investor’s affiliates not to deposit the Securities owned by the Investor or affiliate in a voting trust or subject the Securities to any arrangement or agreement with respect to the voting of the Securities, unless specifically requested to do so by the acquirer in connection with the Sale of the Company; and

(vii) if the consideration to be paid in exchange for the Securities pursuant to this Section 6 includes any securities and due receipt thereof by the Investor would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to the Investor of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to the Investor in lieu thereof, against surrender of the Securities which would have otherwise been sold by the Investor, an amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which the Investor would otherwise receive as of the date of the issuance of such securities in exchange for the securities.

7. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of New York.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN FLORIDA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:	with a required copy to:

ThrillCorp, Inc.
7380 W. Sand Lake Road, Suite 500
Orlando, FL 32819	[KHLK]

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

9. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) Except as otherwise set forth in Sections 1(f) and 1(g), this Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

THRILLCORP, INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Class B Common Stock of ThrillCorp, Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

This Subscription is accepted	ThrillCorp, Inc.
on _____________, 2016
	By: ________________________________
	Name:
	Title:

APPENDIX A

An accredited investor includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

EX1A-6 MAT CTRCT 4 bdservagmt-rev.htm BD Services Agreement - Revised

BROKER-DEALER SERVICES AGREEMENT

This Broker-Dealer Services Agreement (“Agreement”) is made and entered into as of March ___, 2016 by and between FundAmerica Securities, LLC, a Delaware limited liability company (“FundAmerica”, “us, “our”, or “we”), and ThrillCorp, Inc. ( “Issuer”, “you” or “your”) (collectively, the “Parties”).

WHEREAS , FundAmerica is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”) providing capital markets compliance and other services for market participants, including issuers conducting offerings of securities pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amend ed (the “Securities Act”) . In servicing this market, FundAmerica and/or its affiliates have created and maintain proprietary tools and technology, negotiated third-party integrations, and have developed operational services, including limited customer service and compliance, to provide certain back-end tools and specific compliance services to issuers raising capital; and,

WHEREAS , Issuer is undertaking a capital raising effort pursuant to the exemption from registration in Regulation A (the “Offering”); and,

WHEREAS, Issuer recognizes the benefit of having FundAmerica, as a regulated market participant, provide certain support services as described herein for proposed investors in its Offering; Issuer desires to retain FundAmerica and FundAmerica desires to be retained by Issuer pursuant to the terms and conditions set forth herein; and,

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FundAmerica and Issuer agree as follows:

1.	Retention:

	a.	Issuer hereby retains FundAmerica to provide the services set forth in Section 2 below (the “Services”) during the Offering period, commencing on the date hereof and terminating on the earlier of the completion or cancellation of the Offering or the termination of this Agreement as provided in Section 8 hereof.

	b.	FundAmerica shall serve as the service provider for those potential investors in the Offering as requested by the Issuer. However, FundAmerica will not provide services for any investors who are introduced to the Offering by a registered broker-dealer that entered into a selling agreement with Issuer.

FundAmerica will not advise Issuer or any prospective investor with respect to the Offering, or the terms and structure thereof, which will be determined solely and exclusively by Issuer and its advisers in meeting its capital needs. Issuer will provide FundAmerica with copies of the Offering materials to be filed with the SEC and other disclosures, including the form of Subscription Agreement to be executed by investors ( collectively, the “Offering Statement”). Under no circumstances shall any communication, whether oral or written, be construed or relied on by Issuer as advice from FundAmerica. Issuer acknowledges that FundAmerica is not acting as a placement agent or underwriter for the Offering and has not and will not at any time provide any securities, financing, legal or accounting advice to Issuer or any subscribers . Issuer represents that it will only rely on the advice of its securities counsel, accountants and/or auditors, and any placement agent or underwriter. Further, Issuer acknowledges and understands that FundAmerica will not have any direct communication with investors. Any unsolicited contact will be redirected to Issuer or its designees.

2.	Services:

FundAmerica Responsibilities — FundAmerica agrees to:

	i.	Accept investor data from Issuer, generally via the FundAmerica Technologies software system, but also via other means as may be established by mutual agreement of FundAmerica and Issuer;

	ii.	Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering (“AML”), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information;

	iii.	Review subscription agreements received from prospective investors to confirm they are complete;

	iv.	Advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2;

	v.	Contact Issuer and/or Issuer’s agents, if needed, to gather additional information or clarification from prospective investors;

	vi.	Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions;

	vii	Provide investors with email confirmations relating to the Offering and their participation in it;

	viii.	Serve as registered agent where required for state blue sky requirements, provided that in no circumstance will FundAmerica solicit a securities transaction, recommend the Issuer’s securities or provide investment advice to any prospective investor;

	ix.	Transmit data to the Issuer’s transfer agent in the form of book-entry data for maintaining Issuer’s responsibilities for managing investors (investor relationship management, aka “IRM”) and record keeping;

			x.	Keep investor details and data confidential and not disclose to any third party except as required by regulators, by law or in our performance under this Agreement (e.g. as needed for AML);

			xi. xii.	Comply with any required FINRA filings including filings required under Rule 5110 for the Offering; and Transmit any checks received from investors for deposit into the escrow account no later than noon the next business day after receipt.
b.	Issuer Responsibilities — Issuer agrees to:
		i.			Refer investor data, at its sole and arbitrary discretion, to FundAmerica;

		ii.			Ensure investors understand they are making a “self-directed” decision, and provide FundAmerica with all information details and data required to ascertain whether the investor is eligible to invest in the Offering and the investment threshold, if applicable;

		iii.			Immediately, but not later than within 24 hours, notify FundAmerica with details of any notices, requests, complaints or actions of or by any regulators, law enforcement, investors, trade associations or legal counsel regarding the Offering; and

		iv.			Provide FundAmerica with due diligence materials as it reasonably requests. FundAmerica shall engage CrowdCheck, Inc., an independent due diligence service provider, to conduct due diligence on the Issuer and the Offering. Issuer shall pay all fees due to CrowdCheck, Inc. directly.

		v.			Establish an escrow account in compliance with SEC Rule 15c2-4 using the services of an escrow agent and for investor subscription funds to be held in a segregated account at an FDIC insured bank pending closing or termination of the Offering;

		vi.			Not compensate any person not registered with FINRA and the SEC and the appropriate state (“Unregistered Person”) directly or indirectly with any fees, commissions or other consideration based upon the amount, sale of securities or success of an Offering; and

		vii.			Ensure the marketing and promotional activities it engages in, as related to the Offering, are not materially misleading and in compliance with all SEC rules and regulatory guidance, as well as industry best practices. In no event will Issuer or its agents provide “investment advice” or make securities recommendations to any investor. Issuer will not compensate any person for directly selling securities unless such person is associated with a FINRA member broker-dealer and is appropriately registered with both the SEC and the state(s) in which the investors reside. Issuer will use FundAmerica’s name and represent its limited role in the Offering consistent with Section 6 of this Agreement.

3.	Compensation: For services provided under this Agreement, the terms and payments shall be:
	a.	Broker-Dealer Facilitation and Administrative Fees: The FundAmerica facilitation, administration and technology service fees will be 0.70% (70 basis points) of the gross proceeds received by the Issuer from the Offering for FundAmerica acting as an accommodating broker-dealer. Additionally, Issuer agrees to pay FundAmerica an AML fee of $58.00 for each international investor. Fees may be reduced on a case-by-case basis, or as required in compliance with FINRA rules. For the purposes of reduction of Fees, an email from FundAmerica to Issuer will constitute sufficient evidence of an alteration of the Fees contained in this Agreement. Any alteration to the Fees shall not be interpreted to be, or constitute an amendment or general waiver of the Fee Schedule or other terms of this Agreement unless specifically set forth by FundAmerica in writing.
	b.	Expenses: Issuer will be responsible for and pay directly to FINRA the fee for filing the Offering pursuant to Rule 5110 and fees due to third-party due diligence service providers.

	c.	Payment Terms: FundAmerica will charge administrative service fees directly to Issuer via ACH-debit and Issuer hereby authorizes such payment. Brokerage service fees are due upon the sale of securities to investors and Issuer agrees and directs that they will be paid from the flow of funds upon each closing without duplication of fees paid in prior closings. The Parties shall have the reasonable right to request and obtain documentation concerning the details of the payments due.

	d.	Compensation upon Termination. In the event of termination of the Offering by Issuer prior to its first closing (sale of Securities), Issuer agrees to reimburse FundAmerica for, or otherwise pay and bear, the full amount of FundAmerica’s accountable expenses incurred to such date for AML reviews up to an aggregate amount of $12,000. For purposes of clarification, termination in this Section 3(e) shall be applicable only if the Issuer is unable to raise any capital in the Offering and/or does not meet any contingencies required before release of funds from the escrow account thereby requiring either the return of funds to subscribers in accordance with this Agreement and termination of the Offering.

4.	Warranties and Representations:

The Issuer and FundAmerica represent and warrant that each has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound, and further:

FundAmerica warrants and represents to the Issuer that:

	i.	It is an SEC-registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business;

	ii.	It is duly registered in all fifty states;

	iii.	Its personnel who provide services to the Issuer are licensed securities representatives and/or principals, as required by rules applicable to the business being conducted;

	iv.	It will not compensate any Unregistered Person with any fees based upon the amount or success of any investment in the Offering;

	v.	It will not solicit or sell investors any other services or investment products; and

		vi.	It will not provide any investment advice nor any investment solicitation or recommendation to any investor.
	b.	Issuer warrants and represents to FundAmerica that:

	i.	The Offering Statement will comply with the disclosure requirements set out in the SEC’s Form 1- A and will not, to the Issuer’s knowledge in the exercise of reasonable care, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

	ii.	It will comply with all applicable state securities (“blue sky”) laws and regulations and make state “notice” filings as required.

	iii.	Issuer represents that no oral statement or written materials used to offer the securities covered by the Offering will, to the Issuer’s knowledge in the exercise of reasonable care, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Issuer further represents that it will comply with the provisions of Regulation A with respect to the manner, timing and content of all communications made in connection with the Offering.

5.	Non-Exclusivity, No Underwriting: For clarity, FundAmerica Securities is not participating in the selling effort for this Offering. This Agreement is otherwise non-exclusive and shall not be construed to prevent either party from engaging in any business activities.

6.	Limited License of Trademarks. During the term of this Agreement, Issuer has the option to generally use FundAmerica’s name, logo and trademarks on its website and other marketing materials, subject to FundAmerica’s advance approval, and so long as the use of FundAmerica’s name, logo or trademarks is not to be used in a manner that implies the Offering is endorsed, recommended, or vetted by FundAmerica, or that Issuer or its agents are authorized to act as a securities agent or a representative of FundAmerica. Furthermore, it is agreed that FundAmerica and Issuer each, in perpetuity, have the option to use the name and logo of one another in disclosing the existence of this business relationship.

7.	Independent Contractor. It is agreed that FundAmerica and Issuer are independent contractors for the business and services provided hereunder. Under no circumstances shall this Agreement be deemed to imply or infer that Issuer and FundAmerica have anything other than an arm’s length and independent relationship. Both FundAmerica and Issuer shall be individually responsible and liable for their own respective federal, state, local and other taxes or fees, as well as all costs associated with their businesses. FundAmerica is not a fiduciary of the Issuer or its management or board of directors in regard to any of the Services provided under this Agreement.

8.	Term and Termination: This Agreement is effective beginning on the date set forth above through the completion or cancellation of the Offering unless terminated by either Party pursuant to this Section 8.

Either Party may terminate their participation in this Agreement for a material breach of this Agreement immediately by giving notice via email to the other at any time. Such termination shall only affect future business and not apply to transactions or other business conducted prior to the date of termination. The non-breaching Party has the sole discretion to grant a period to cure by giving notice via email of the time period for such cure. However, the grant of a cure period does not waive any indemnification or rights of the non-breaching party to pursue all remedies.

	b.	In the event of any termination, the P arties shall cease referring and processing investors.
9.	Mutual Indemnification: The Parties hereby agree as follows:
	(a)	To the extent permitted by law, the Issuer will indemnify FundAmerica and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities resulting from the performance of FundAmerica’s Services set forth in this Agreement, including those allegedly arising out of any material misstatement or omission of material fact in the offering, as the same are incurred (including the reasonable fees and expenses of counsel), except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from FundAmerica’s willful misconduct or gross negligence in performing the services described herein.

	(b)	To the extent permitted by law, FundAmerica will indemnify the Issuer and its affiliates, stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities resulting from willful misconduct or gross negligence in the performance of FundAmerica’s Services set forth in this Agreement.

	(c)	Promptly after receipt by FundAmerica or Issuer (each an “Indemnified Party”) of notice of any claim or the commencement of any action or proceeding with respect to which an Indemnified Party is entitled to indemnity hereunder, such Indemnified party will notify the person from whom indemnification is sought (the “Indemnifying Party”) in writing of such claim or of the commencement of such action or proceeding, and the Indemnifying Party will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Indemnified Party will be entitled to employ counsel separate from counsel for the Indemnifying Party and from any other party in such action if counsel for the Indemnified Party reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. The Indemnifying Party will have the exclusive right to settle the claim or proceeding provided that the Indemnifying Party will not settle any such claim, action or proceeding without the prior written consent of the Indemnified Party, which will not be unreasonably withheld.

	(d)	Each Party agrees to notify the other Party promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by this Agreement.

	(e)	If for any reason the foregoing indemnity is unavailable to an Indemnified Party or insufficient to hold the Indemnified Party harmless, then the Indemnifying Party shall contribute to the amount paid or payable by the Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other, but also the relative fault of the Indemnifying Party on the one hand and the Indemnified Party on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, FundAmerica’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by FundAmerica under this Agreement (excluding any amounts received as reimbursement of expenses incurred by FundAmerica).
10.	Confidentiality and Mutual Non-Disclosure: It is acknowledged that in the performance of this Agreement each party may become aware of and/or in possession of confidential, non-public information of the other party. Except as necessary in this Agreement’s performance, or as authorized in writing by a p arty or by law, the P arties (and their affiliated persons) shall not disclose or make use of such non-public information. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require FundAmerica to maintain copies of practically all data, including communications and Offering materials, regardless of any termination of this Agreement. Notwithstanding the foregoing, information which is, or was, in the public domain (including having been published on the internet) is not subject to this section.
11.	Notices: All notices given pursuant to this Agreement shall be in writing and sent via email to:

FundAmerica Securities: jonathan@fundamericasecurities.com
Issuer: [●] & [●] .com

12.	Binding Arbitration, Applicable Law and Venue, Attorneys Fees : This Agreement is governed by the laws of the State of New York, without regard to principles of conflict of laws to the extent the application of such principles would cause the law of a different state to apply. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the Financial Industry Regulatory Authority (“FINRA”), with venue in New Yo rk City, New York. Each of the P arties hereby consents to this method of dispute resolution, as well as jurisdiction, and waives any right it may have to object to either the method, venue or jurisdiction for such claim or dispute. Any award an arbitrator makes wi ll be final and binding on all P arties and judgment on it may be entered in any court having jurisdiction. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees.

13.	Entire Agreement, Amendment, Severability and Force Majeure: This Agreement contains the entire agreement between Issuer and FundAmerica regarding this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of regulators, acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes. This Agreement constitutes th e entire agreement between the P arties with respect to the subject matter hereof. This Agreement must be amended in writing.

14.	Electronic Signature and Communications Notice and Consent .

	Each of Issuer and FundAmerica hereby consent and agree that electronically signing this Agreement constitutes each party’s signature, acceptance and agreement as if actually signed by that party in writing. Further, all P arties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of that party’s signature or resulting contract between Issuer and FundAmerica. Furthermore, both Issuer and FundAmerica hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communi cations in general between the P arties, may be made by email, sent to the email address of record as set forth in the Notices section above or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regardin g the relationship between the P arties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider, or due to a recipient ’s change of address, or due to technology issues by the recipient ’s service provider, the P arties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received.

15.	Counterparts; Facsimile . This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise.

[Signature Page Follows]

IN WITNESS WHEREOF, the P arties have entered into this Agreement as of the date set forth above.

THRILLCORP, INC.	FUNDAMERICA SECURITIES, LLC


By:________________________	By:________________________

Name: Name:

EX1A-8 ESCW AGMT 5 escagrm-draft.htm

ESCROW SERVICES AGREEMENT

This Escrow Services Agreement (the “Agreement”) is made and entered into as of March___, 2016, by and between FundAmerica Securities, LLC ( “Escrow Agent") and ThrillCorp, Inc. (Issuer")(collectively the “Parties”) with respect to the offering known as “Class B Common Stock” pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). Escrow Agent and Issuer may be collectively referred to as the “Parties” or individually referred to as a “Party.”

RECITALS

WHEREAS, the Issuer proposes to offer for sale to investors, as disclosed in its offering circular on Form A-1 (the “Offering”) filed with the Securities and Exchange Commission (the “SEC”) File No. 024-10531, pursuant to Tier II of Regulation A under the Securities Act of 1933, for the offering of Issuer’s common stock (“Securities”) directly (“issuer-direct”) in the amount of at least $5,000,000 (the “Minimum Amount of the Offering”) and up to $50,000,000 (the “Maximum Amount of the Offering”).

WHEREAS, Issuer desires to establish an escrow account in which funds received from investors (“Subscribers”) will be held during the Offering, subject to the terms and conditions of this Agreement. FundAmerica Securities agrees to serve as Escrow Agent for the Subscribers with respect to such escrow account pursuant to Rule 15c2-4(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the terms and conditions set forth herein to be held at an FDIC insured bank (the “Bank”), in a segregated bank account as described below.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing, it is hereby agreed as follows:

1. Establishment of Escrow Account. Prior to Issuer receiving qualification from the U.S. Securities and Exchange Commission (“SEC”) allowing Issuer to commence the Offering, and prior to the receipt of the first investor funds, the Escrow Agent shall establish an account at the Bank entitled “FundAmerica Securities as Agent for ThrillCorp Inc.” (the "Escrow Account"). Within three business days after the account is established, the Escrow Agent shall provide Issuer with written confirmation that the account has been established and that investor funds will be accepted into the account, subject to Sections 3 and 4, below. At the same time, the Trustee shall also provide to Issuer a written description of the process under which the Trustee will maintain records pertaining to as many as thousands of individual investors. The Escrow Account shall be a segregated, deposit account of the Escrow Agent at the Bank. The Escrow Agent shall maintain the Escrow Account and escrowed funds in a manner that is compliant with SEC Rules 10b-9 and 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended.

2. Escrow Period. The term of the Escrow Account (the “Escrow Period”) shall begin on the Qualification Date and shall terminate in whole or in part upon the earlier to occur of the following:

A. The date upon which the minimum number of securities required to be sold are sold (the “Minimum”) in bona fide transactions that are fully paid for, which is defined to occur when the Trustee has received gross proceeds of at least the Minimum Amount of the Offering that have cleared in the Escrow Account and the Issuer has triggered a

partial or full closing on those funds. Even after a partial close, for continuous offerings, Escrow shall remain open in order to perform investor AML, to clear investor funds, and to perform other tasks prior to the Issuer selling securities to any investor; or

B. August 31, 2016 if the Minimum Amount of the Offering has not been reached; or

C. The date upon which a determination is made by the Issuer to terminate the Offering prior to any closing.

For purposes of clarification, in the event that the Minimum Amount of the Offering is not deposited by August 31, 2016, all subscriptions will be refunded to subscribers without deduction or interest. If the Minimum Amount of the Offering is deposited by August 31, 2016, the Offering may continue until December 31, 2016, unless extended by the Issuer by written notice to the Escrow Agent or the Maximum Offering Amount is deposited.

During the Escrow Period, the Parties agree that (i) the Escrow Account and escrowed funds will be held for the benefit of the Subscribers, and (ii) the Issuer is not entitled to any funds received into the Escrow Account, and that no amounts deposited into the Escrow Account shall become the property of the Issuer or any other entity, or be subject to any debts, liens or encumbrances of any kind of the Issuer or any other entity, until the sale of the Minimum Amount of the Offering to such Subscribers in fully paid for bona fide transactions. The offering term may not be extended by the Issuer except in accordance with the provisions of the Offering Circular.

In addition, the Issuer and Escrow Agent acknowledge that the total funds raised cannot exceed the Maximum Amount of the Offering as set out in the Offering Statement covering the Offering. Issuer represents that no funds have yet been raised for the Offering and that all funds to be raised for the Offering will be deposited in the escrow account established by the Escrow Agent.

3. Deposits into the Escrow Account. Prior to termination of this Agreement, all Subscribers will be instructed by Issuer or its agents to transfer funds by wire or ACH transfer directly to the Escrow Account or deliver checks made payable to “FundAmerica Securities, LLC, as Agent to ThrillCorp Inc. Escrow Account” for deposit into the Escrow Account no later than noon the next business day after receipt by the Escrow Agent. Any check payable other than to the Escrow Account as required hereby shall be returned promptly to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Issuer, and such check shall be deemed not to have been delivered to the Escrow Account pursuant to the terms of this Agreement. Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system and shall maintain an accounting of each deposit posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All monies so deposited in the Escrow Account and which have cleared the banking system are hereinafter referred to as the "Escrow Amount." Escrow Agent shall promptly deposit all monies received from Subscribers for the payment of the Securities into the Escrow Account, with an accounting of each posted to its ledger, which also sets forth, among other things, each Subscriber’s name, physical address, the quantity of securities purchased, and the date and amount paid. All monies so deposited in the Escrow Account are hereinafter referred to as the "Escrow Amount”. Issuer or its agents shall promptly, concurrent with any new or modified subscription, provide Escrow Agent with a copy of the Subscriber’s signed subscription agreement and other information as may be reasonably requested by Escrow Agent in the performance of its duties under this Agreement.

4. Escrow Agent’s Representations and Warranties. Escrow Agent hereby represents and warrants as follows:

A. Escrow Agent is qualified and authorized to act as Escrow Agent and to perform the services described in this Agreement.

B. Escrow Agent shall comply in all material respect with all laws and regulations, including without limitation Rule 15c2-4 under the Exchange Act.

C. Escrow Agent shall comply with the government regulations pertaining to US Treasury, Homeland Security, Internal Revenue Service and the Securities and Exchange Commission, under which financial institutions are required to obtain, reasonably verify and record information that identifies each person (natural person or legal entity, including its authorized persons) who funds and executes securities transactions, including those requirements relating to information requested of the Issuer and Subscribers, which will be typical information requested in the gathering and verification guidelines. Escrow Agent shall follow best practices promulgated by anti-money laundering (“AML”) rules and regulations and those regulatory agencies that enforce them.

The Escrow Agent is under no duty or responsibility to enforce collection of any wire, check, or ACH delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent the Escrow Agent reasonably deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices.

The Escrow Agent may at any time reject or return funds to any Subscriber (i) who or which does not clear background checks (anti-money laundering, USA PATRIOT Act, social security number issues, etc.) to the satisfaction of Escrow Agent, in its sole and absolute discretion, or, (ii) for which Escrow Agent determines in its sole discretion that it would be improper or unlawful for Escrow Agent to accept or hold the applicable Subscriber’s funds as Escrow Agent due to, among other possible issues, issues with the Subscriber or the source of the Subscriber’s funds. Escrow Agent shall promptly inform the Issuer in writing of the particulars regarding: (a) any such return or rejection; and (b) any determination by the Escrow Agent that it was or is necessary to deny, suspend or terminate participation in the Escrow Account of any Subscriber based on compliance with applicable laws or to eliminate practices that are not consistent with securities industry laws, rules, regulations or best practices. The “particulars” shall include the same information included in the accounting under Section 3.

5. Disbursements from the Escrow Account. In the event the Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, the Escrow Agent shall terminate escrow and make a full and prompt return of funds so that refunds are made to each Subscriber in the exact amount received from the Subscriber, without deduction, penalty, or expense to the Subscriber.

In the event the Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period and Escrow Agent receives a written instruction from the Issuer (generally via notification in the API utilized between FundAmerica and Start Engine). Escrow Agent shall, pursuant to those instructions, pay such Escrow Amount for all accepted subscriptions pursuant to the instructions of Issuer. Issuer acknowledges that there is a 24 hour (one business day) processing time once a request has been received to break Escrow or otherwise move funds. This is to

accommodate the time needed to compare the request to the offering documents, to ensure AML has been completed, and to prepare funds for disbursement.

Issuer will furnish Escrow Agent with a schedule of deductions from the Escrow Account for broker fees and other funds for management and offering and selling expenses, as set out in the Broker-Dealer Services Agreement entered between the Parties, from the gross proceeds of the Escrow Account prior to remitting such funds, if and when due, to Issuer. Escrow Agent is hereby directed to remit such funds as is directed by Issuer directly to the broker(s) and other parties, if any, to which they are due. Net proceeds (meaning gross proceeds less amounts remitted to brokers and other parties, and interest earned or accumulated in the Escrow Account) will then be remitted to Issuer as described above.

6. Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to ACH charge backs and wire recalls, shall be debited to the Escrow Account, with such debits reflected on the escrow ledger to be made available to Issuer upon written request at any time and from time-to-time during the term of this Agreement. Any and all fees paid by Issuer for funds receipt and processing are non-refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, then Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover the refund, return or recall. Any dispute that is between Issuer and a Subscriber, and does not involve the Escrow Agent, shall not be a basis for any delay in payment due to the Escrow Agent.

7. Investment of Escrow Amount. The Escrow Agent may, at its discretion, invest any or all of the escrow account balance as permitted under Rule 15c2-4 under the Exchange Act, which shall mean short term investments in: (a) bank accounts, (b) bank money-market accounts, (c) short term certificates of deposit issued by a bank, and/or (d) short-term securities issued or guaranteed by the U S Government. Interest accumulated on the balances shall be the property of Escrow Agent as part of its Escrow Administration Fee.

8. Escrow Administration Fees, Compensation of Escrow Agent. The Escrow Agent is entitled to escrow administration fees of: $225 escrow account set up charge, $25 fee per month for so long as the escrow account is open (collectively, “Escrow Administration Fee”). Issuer is liable to Escrow Agent to pay and agrees to pay Escrow Agent such fees, even under circumstances where the Issuer has entered an agreement that said fees are to be paid by a funding platform or another representative of the Issuer. No fees are contingent in any way on the success or failure of the Offering. Furthermore, the Escrow Agent is exclusively entitled to retain any and all investment interest, gains and other income earned pursuant to item 7, above, as part of its compensation. No fees, charges or expense reimbursements of the Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of the Issuer (such as a funding platform, etc.), may be made via either the Issuer’s credit card or ACH information on file with FundAmerica Securities. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by the Issuer or the Escrow Agent shall be paid out of or chargeable to the investor funds on deposit in the escrow account.

9. Term and Termination. This Agreement will remain in full force during the Escrow Period. After this Agreement is terminated, certain provisions will remain in effect, including but not limited to, Sections 3, 5, 6, 10, 11 and 13 of this Agreement.

10. Binding Arbitration, Applicable Law and Venue, Attorneys’ Fees. This Agreement shall be governed by, and will be interpreted and enforced in accordance with, the laws of the State of New

York, without regard to principles of conflicts of laws to the extent the application of such principles would cause the law of a different state to apply. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in the city of New York, New York State. Issuer and FundAmerica Securities consents to this method of dispute resolution, as well as jurisdiction, and consents to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. In the event of any dispute among the Parties, the prevailing Party shall be entitled to recover damages plus reasonable attorneys’ fees, and the decision of the arbitrator shall be final, binding and enforceable in any court.

11. Indemnity. Each Party agrees to defend, indemnify and hold the other Party, including such Party’s affiliates, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively, “Indemnified Parties”), harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising from such Party’s material breach of any provision in this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) result from the willful misconduct or gross negligence of the Indemnified Parties. This defense and indemnification obligation will survive termination of this Agreement.

The indemnitee reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and the other indemnitor agrees to fully cooperate with the indemnitee in the defense of any such claim, action, settlement or compromise negotiations.

12. Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and FundAmerica Securities regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform, except for the payment of money to the other party, due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

13. Changes. Subject to five business days prior written notice to Issuer, Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, and any interpretations thereof, to modify either this Agreement and/or the escrow account if reasonably necessary to comply or conform to such changes or interpretations. Furthermore, both parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of FundAmerica Securities. Except as so required to comply or conform to such changes or interpretations of new laws or regulations, no amendment to this Agreement shall be valid or enforceable without both parties’ prior written agreement and signatures on such agreement.

14. Notices. Any notices to Escrow Agent shall be sent to escrow@fundamericasecurities.com. Any notices to Issuer shall be sent to [●]@[●].com .

15. Language. This Agreement and all related pages, forms, emails, alerts and other communications shall be drafted and/or presented in English.

16. Electronic Signature and Communications Notice and Consent.

A. The parties agree to use Digital (“electronic”) signatures, often referred to as an “e-signature”, to enable paperless contracts and help speed up business transactions, and will sign this Agreement below by typing in their respective names, with the underlying software recording the parties’ IP address, browser identification, the timestamp, and a securities hash within an SSL encrypted environment.

B. The parties further agree that this electronically signed Agreement will be made available to both Issuer and Escrow Agent, as well as any associated bankers, brokers and platforms, to the extent permitted under this Agreement, so they can access and copy it. Escrow Agent shall store and make the Agreement accessible on its FundAmerica Securities Service.

C Issuer and Escrow Agent each hereby consents and agrees that electronically signing this Agreement constitutes Issuer’s and Escrow Agent’s signatures, acceptance and agreement as if actually signed by Issuer or Escrow Agent in writing. Further, both parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of either party’s signature or the resulting contract between Issuer and Escrow Agent. Both parties agree that its respective e-signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such transaction shall be considered authorized by such party.

D Furthermore, Issuer and Escrow Agent hereby agree that all current and future notices, confirmations and other communications regarding this Escrow Services Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in Section 13, above, or as otherwise from time to time is changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipient’s spam filters by the recipient’s email service provider, or due to a recipient’s change of address, or due to technology issues by the recipient’s service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to res end communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received.

E No physical, paper documents will be sent to Issuer, and if a party desires physical documents then it agrees to be satisfied by directly and personally printing, at that party’s own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that such party desire.

17. Counterparts. This Agreement may be executed in several counterparts or by separate instruments and by email transmission and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

18. Substitute FormW-9. Taxpayer identification number certification and backup withholding statement.

PRIVACY ACT STATEMENT: Section 6109 of the Internal Revenue Code requires the Issuer to provide the Escrow Agent with Issuer’s Taxpayer Identification Number (TIN).

Name of Business: [●]

Tax Identification Number:

Check the appropriate box below:

[ ] We are exempt from backup withholding.

[ ] We are subject to backup withholding.

Under penalties of perjury, by signing this Agreement below I certify that the number shown above is our correct taxpayer identification number, we are not subject to backup withholding unless I’ve checked the appropriate box above, and that we are a U.S. domiciled business.

Your Consent is Hereby Given: By signing this Agreement electronically, Issuer explicitly agrees to receive documents electronically including its copy of this signed Agreement as well as ongoing disclosures, communications and notices.

Agreed as of the date set forth above by and between:

ThrillCorp, Inc.

By:__________________________
Name:
Title:

FundAmerica Securities, LLC

By:__________________________
Name:
Title:

EX1A-11 CONSENT 6 consent.htm ThrillCorp, Inc.: Consent

INDEPENDENT AUDITOR’S CONSENT

We consent to the inclusion of our report dated December 15, 2015, with respect to the financial statements of ThrillCorp, Inc. as of August 31, 2015 and for the period from August 28, 2015 through August 31, 2015, appearing in this Regulation A Offering Circular on Form 1-A of ThrillCorp, Inc.

/s/ CohnReznick LLP
Bethesda, Maryland
March 28, 2016

EX1A-12 OPN CNSL 7 opn_khlk.htm Opinion of KHLK LLP

ThrillCorp, Inc.

7380 W. Sand Lake Road, Suite 500

Orlando, FL 32819

To the Board of Directors:

We are acting as counsel to ThrillCorp, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to $50 million of shares of the Company's Class B Common Stock.

In connection with the opinion contained herein, we have examined the offering circular, the certificates of incorporation and bylaws, the minutes of meetings of the Company’s board of directors, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

Based upon the foregoing, we are of the opinion that the Class B Common Stock being sold pursuant to the offering statement will be duly authorized and will be, when issued in the manner described in the offering statement, legally and validly issued, fully paid and non-assessable. No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

We further consent to the use of this opinion as an exhibit to the offering statement.

Yours truly,

KHLK, LLP

/s/KHLK LLP

By Sara Hanks, Partner

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March 28, 2016

Laura Nicholson

Special Counsel

Office of Transportation and Leisure

Securities and Exchange Commission

100 F Street, N.E.

Washington DC 20549

Re:     ThrillCorp, Inc.

           Offering Statement on Form 1-A

Filed March 11, 2016

CIK No. 0001661226

File No. 024-10531

Dear Ms. Nicholson:

We acknowledge receipt of comments in your letter of March 25, 2016, which we have set out below, together with our responses.  The changes noted in response to comments 1-5 are reflected in the amended Offering Statement.

Security Ownership of Management and Certain Securityholders, page 30

1.    We note that the information in this table is as of November 2, 2015. Please provide the information in this table as of the most recent practicable date.

We have revised the disclosure as requested.

Interest of Management and Others in Certain Transactions, page 31

       2.     With respect to each of the option and right of first refusal agreements, please revise to describe the provisions regarding the duration of the option and right of first refusal.

We have revised the disclosure as requested.

      3. Please revise to disclose the default rate for the Polercoaster LLC loan.

We have revised the disclosure as requested.

Securities Being Offered, page 33

Class B Common Stock, page 34

Voting Rights, page 34

4. We note your disclosure that the holders of Class B Common Stock will be subject to a drag-along provision as set forth in the Subscription Agreement. Please add a risk factor or expand one of your risk factors to discuss this drag-along provision. Please also describe any related risks regarding conflicts of interest. In addition, please disclose how the consideration to be issued to holders of Class B Common Stock would be determined in the event of any such sale.

   We have revised the disclosure as requested.

5. You disclose that the enforceability of the drag-along provision as it relates to appraisal rights will be subject to the provisions of Delaware law. Please revise to describe any uncertainty with respect to such enforceability.

   We have revised the disclosure as requested.

Plan of Distribution, page 35

6. We are unable to locate a response to our prior comment 8 from our letter dated January 14, 2016. Please tell us whether any officer, director or employee of your company will participate in the sale of securities pursuant to this offering. If so, please tell us whether they intend to rely upon the safe harbor set forth in Exchange Act Rule 3a4-1.

   No officer or director currently anticipates participating in the sale of securities pursuant to this offering. In the event they do so, they intend to rely on the provisions of the safe harbor set forth in Exchange Act Rule 3a4-1.

Notes to Financial Statements

Note 5 — Commitments, page 48

7. We note your disclosure that the company has entered into an agreement with EarlyShares. Please file this agreement as an exhibit or tell us why you are not required to do so.

  The agreement with EarlyShares is a consulting agreement. The company had originally planned to use the EarlyShares.com platform to host the documents relating to the offering. EarlyShares is no longer providing that service and will rather provide the professional advice of its employees with respect to the offering process, in conjunction with the company’s legal and accounting advisors. The agreement is not an underwriting or placement agreement and the company’s management is of the opinion that it is not a material contract required to be filed.

Exhibits

8. We note that the form of subscription agreement filed as Exhibit 4 makes reference to the involvement of earlyshares.com and Folio in this offering. However, such involvement is not discussed in your offering circular. We also note that the subscription agreement provides for a

minimum offering amount of 1,200,000 shares of Class B Common Stock, but your offering circular discloses a minimum offering amount of 500,000 shares. Please reconcile such apparent discrepancies.

   We have revised the Subscription Agreement to remove these references, and address the discrepancies noted.

Sincerely,

/s/ Sara Hanks

Sara Hanks

Managing Partner

KHLK LLP

cc: ThrillCorp, Inc.

		Minimum Offering				Maximum Offering
Initial price to public			$	10.00			$	10.00
Net tangible book value per share as of December 15, 2015	$	0.03			$	0.03
Increase in net tangible book value per share attributable to new investors	$	0.38			$	2.80
As adjusted net tangible book value per share after this offering			$	0.41			$	2.83
Dilution in net tangible book value per share to new investors			$	9.59			$	7.17

	Price to Public	Underwriting discount and commissions*	Proceeds to issuer	Proceeds to other persons
Per share	$10	N/A		N/A
Total Minimum	$5 million	N/A	$5 million	N/A
Total Maximum	$50 million	N/A	$50 million	N/A

Summary	4
Risk Factors	7
Dilution	11
Use of Proceeds to Issuer	14
The Company’s Business	16
The Company’s Property	23
Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Directors, Executive Officers and Significant Employees	26
Compensation of Directors and Executive Officers	29
Security Ownership of Management and Certain Securityholders	30
Interest of Management and Others in Certain Transactions	31
Securities Being Offered	33
Plan of Distribution and Selling Securityholders	35
Financial Statements	38

	•	The company has not yet started operations and will need to raise further funding.
	•	The company will depend on the revenue from its attractions, and that revenue relies on certain technology and intellectual property from affiliated entities.
	•	The company is likely to operate at a loss for some time, and operating costs may increase unexpectedly.
	•	The company may not be able to acquire attraction sites or deliver its planned product in a timely and cost-effective manner.
	•	Market demand may not meet expectations.
	•	The company may encounter regulatory requirements that are unanticipated or onerous in cost or execution.
	•	Competitors may be able to call on more resources than the company.
	•	The company may not be able to attract the workforce it needs.
	•	The company depends on a small management team.
	•	Weather and natural disasters may disrupt the company’s operations.

	•	Unauthorized access to the company’s records, systems, and technology will expose the company to litigation, reputational, and financial risk.
	•	Accidents or injuries on its attractions will expose the company to litigation and reputational risk.
	•	The company is controlled by its officers and directors.
	•	There is no current market for the common stock.