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[1] The Company has engaged a broker-dealer of record in connection with this Offering, but not for underwriting or placement agent services. This chart includes the 1% commission, but it does not include the one-time set-up fee and consulting fee. See "PLAN OF DISTRIBUTION" below for more details. To the extent that the Company's officers and directors make any communications in connection with this Offering, they intend to conduct such efforts in accordance with an exemption from registration contained in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, therefore, none of them is required to register as a broker-dealer.

[2] The Company expects the amount of expenses it will pay in connection with this Offering, assuming the maximum amount of the Offering is sold, to be approximately $168,877. See "USE OF PROCEEDS" below.

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Table of Contents

Summary	1
Risk Factors	4
Dilution	9
Plan of Distribution	10
Use of Proceeds	17
Company's Business	18
Company's Property	22
Management's Discussion and Analysis	23
Company's Management	25
Compensation of Management	29
Security Ownership of Management	30
Interest of Management in Certain Transactions	31
Securities Being Offered	32
Audited Financial Statements	F/S-1
Index to Exhibits	III-1

 

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In this Offering Circular, the terms "OneDoor Studios Entertainment Properties" and "the Company" refer to OneDoor Studios Entertainment Properties LLC, a Delaware series limited liability company. Further, references to "Investor" refer to the investor to whom this Offering Circular has been provided or to all investors in this Offering, as the case may be.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS PLACE IN THE ENTERTAINMENT INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE EXPERIENCE OF, BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, WORDS LIKE "ESTIMATE," "PROJECT," "BELIEVE," AND "EXPECT" CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S EXPERIENCE AND 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 ITS FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

 

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Summary

The following summary is qualified in its entirety by the more detailed information appearing elsewhere herein and in the Exhibits hereto. Prospective investors should read the entire Offering Circular and its Exhibits and carefully consider, among other things, the matters set forth in the section captioned "RISK FACTORS." Investors are encouraged to seek the advice of their attorneys, tax consultants, and business advisors with respect to the legal, tax, and business aspects of an investment in the Securities. All references in this Offering Circular to "$" or "dollars" are to United States dollars.

Company Overview

OneDoor Studios Entertainment Properties was founded in 2021 to open the door for everyone to have an opportunity to invest in studio-level motion picture and television series projects. Coordinating with leading global territory distributors, the Company develops, produces, and distributes motion pictures and television series in order to successfully compete, if not dominate, the global box-office and other sized screens.

The Company is currently developing three feature-length motion pictures or streaming series based on the three sequel novels (each a "Project") that follow the book Calculated, which is the first novel in this four-book series. This Offering is for Profits Units (the "Securities" or "Profits Units") of Series Calculated Sequels ("SCS"), a registered series of the Company (SCS along with each other series of the Company, if any, a "Series"), which will develop the three Calculated sequels Projects and earn revenue from the production and global exploitation of their pictures and all other related products and licenses.

Offering Overview

The Issuer		The issuer is OneDoor Studios Entertainment Properties LLC (the "Company"), a Delaware series limited liability company formed on December 20, 2021. References to "the Company" in this Offering Circular are deemed to refer to either the Company or SCS, as the context requires.
The Series		The Offering consists of Profits Units of SCS, the Company's first Series as of the date of this Offering Circular set forth on the cover page hereto (the "Circular Date"), which will develop three motion pictures and earn revenue from both their production and exploitation.
The Motion Pictures		The three feature-length motion picture Projects are currently in early stages of development by SCS–Simulated, Activated, and Liberated–each sequel adapted from a separate novel in the Calculated series by author Nova McBee.

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The Manager		One Door Studios LLC, a Utah limited liability company, is the "Manager" of the Company.
The Platform		The Securities may be made available to Investors through the Platform (as defined below).
Securities Offered		Investors will acquire Profits Units of SCS, a registered series of the Company, which has been formed specifically for the purpose of developing into motion pictures the three film Projects described above. These Profits Units entitle their holders to receive a "priority return" of up to 110% to 125% of their initial investment out of the aggregate production budgets of the three film Projects, paid, to the extent available, in equal one-third installments, at the time each Project's production may be financed, and to the extent of each Project's distributable cash. These Profits Units also grant the right to participate, on a pro rata, pari passu basis, in 50 percent of the distributable revenue (as determined by the Manager) received by SCS from each of these three films.
Offering Size		The Company may offer and sell Securities in this Offering worth a minimum of $72,000 and a maximum of $6,257,500.
Minimum Investment		The minimum investment by any Investor in this Offering is $100.
Investors		Each Investor in this Offering will become a "Profits Member" of SCS. Each Investor must be a "qualified purchaser" as defined in Regulation A.
Broker		Dalmore Group, LLC, a New York limited liability company and broker-dealer ("Broker"), is registered with the Commission and in each state where this Offering will be made and with such other regulators as may be required to act as the broker/dealer of record in connection with this Offering. Broker is a member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation ("SIPC").
Escrow Agent		North Capital Private Securities Corporation, a Delaware corporation and registered broker-dealer ("NCPS"), will serve as the escrow agent in connection with this Offering. NCPS is a member of FINRA and SIPC.
Transfer Agent		Vertalo, Inc., a Delaware corporation ("Vertalo"), will serve as the transfer agent in connection with this Offering.

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Offering Period		The Securities may be sold hereunder in an Initial Closing or Additional Closings (as each is defined below), and will terminate on the Termination Date, as more fully set forth in "PLAN OF DISTRIBUTION" below.
Use of Proceeds		The proceeds received from this Offering, after paying for the fees and expenses associated with this Offering, will be used to fund development of the films, principally by turning the script for each film Project into a production-ready "shooting script" and attaching, if practicable, an A-list director, actor, and other talent to the Project. Thus, in addition to fees and expenses of this Offering, working capital, and reserves, the proceeds will be used to pay for literary rights, motion picture options and writing fees, director and actor production retainers, production manager and casting director fees, marketing and distribution expenses, and development talent and professional fees.

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Risk Factors

This section identifies risks that are specific to the Company's business and financial condition. The Company is also subject to the risks common to all development, production, and distribution companies in the entertainment industry, including those that all companies are exposed to. These risks include, but are not limited to, risks relating to economic downturns, political and economic events, and natural disasters. Additionally, development-stage companies are inherently riskier than more developed companies. Investors should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company's Business

Limited Operating History

The Company's limited operating history makes evaluating the business and future prospects difficult and may increase the risk of investment. While the principals of Company's Manager have deep experience in film development, production, and distribution, the Company was only formed on December 20, 2021, and SCS has not commenced principal business operations as of the Circular Date. Therefore, the Company has limited history that prospective investors can use to evaluate its performance. Although the Manager's principals have extensive experience in the Company's industry, each motion picture Project is unique from all other projects. Past performance is not necessarily indicative of future results.

Development Process

There can be no assurance that all or any of the motion picture Projects will produce profitable results. The Company's development approach may not be successful in realizing the Company's objectives.

The Company's financial success is dependent on a number of factors both within and beyond its control. The market appeal and profitability of each Project depends upon the creation of compelling campaigns, the purchase of adequate advertising saturation, the execution of social media campaigns, and acceptance by audiences and critics, all of which require skills and none of which can be delivered with certainty. Only a small percentage of film and television projects are distributed, and even those projects that are distributed are not always profitable. Any Project developed by the Company, whether alone or in conjunction with the other Projects, may not generate sufficient revenue from its distribution and other exploitation to generate a profit or repay development expenses. It is possible the Company could incur significant development and operating costs with respect to a Project without ever reaching a sale and/or distribution agreements with respect to the Project. No assurance can be given that the efforts by the Manager or its principals with respect to the Projects will ultimately be profitable.

The Company was only recently formed and is subject to various risks associated with new businesses. Though the Manager's principals have previously developed other film and television projects, the Company and its Manager lack a "track record" in the entertainment industry, which could pose additional obstacles to the Company's business.

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The Company intends to sell each developed Project, at its development conclusion, which sale may be made to special purpose entities owned by the Manager for a fixed price, all of which depends upon the ability of the Manager and its affiliates to obtain the financing necessary to purchase the developed Projects at that price. Further, the Company's share of future income from the exploitation of each Project may vary substantially from the projections presented in this Offering Circular and its Exhibits. While the Manager believes such estimates and projections are reasonable, no assurance can be given that the Company will succeed in obtaining its projected results and there is no guarantee that, even if produced, a Project will ultimately generate any net profits.

Project Competition

The commercial success of each Project depends on the relative quality and market acceptance of other competing media content released at or near the same time as the Project, the availability of alternative forms of entertainment and leisure activities, general economic conditions at the time, and other tangible and intangible factors, all of which are subject to change and generally cannot be predicted in advance.

The Company intends to sell all rights, title, and interest to each fully-developed Project, which sale may be made to a special purpose entity owned by the Manager. While this may decrease the risk that a developed Project is not purchased by any producer, there is a risk that the Projects will be sold for less favorable terms than what the Company could have obtained from another producer or distributor.

Third-Party Reliance

The commercial success of a Project depends on obtaining one or more distribution agreements with one or multiple distributors for that Project. Distributors considering such an arrangement will conduct their own internal "greenlight" study or valuation of the Project, and there is no guarantee distributors will concur with the Company's own determinations regarding estimates, projections, outlook, or other factors.

Concentration

Other, larger film and television development and production businesses may be able to partially reduce their risk of incurring operating losses by simultaneously developing numerous projects that span multiple genres, audiences, markets, and platforms. The Securities consist only of Profits Units of SCS, with which only three motion picture Projects (all adapted from the same novel series) are associated. This concentration makes an investment in the Offering more susceptible to the risk of loss if a particular motion picture Project is unsuccessful.

Leverage

The Company may seek debt financing to manage its cash flow or accelerate the development of one or more Projects. If such debt is secured by rights to a Project and the Company is unable to meet its obligations under the financing arrangements, the secured party may be able to foreclose on its rights to the Project or the Company may be forced to dispose of the Project prematurely. These occurrences could force the Company to incur substantial losses.

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Time Factors

The development and production of film and television projects can take several years or more. A significant amount of time may elapse between the expenditure of funds by Company in development of the Projects and the receipt of revenue from the distribution of the Projects. Other investment opportunities may offer greater returns after discounting for time.

The Company believes that the maximum funds sought in this Offering are sufficient to complete development of the Projects, but if the Company experiences delays or less investment than expected, additional financing may be required. There can be no assurance that additional financing, if required, will be available to the Company.

The longer the Company spends developing the Projects (and the longer the Manager spends producing the Projects), the probability of experiencing other risks described in this section will increase.

Talent Reliance

The authority to make all business decisions is vested in the Manager and is primarily carried out by the Manager's principals. The Company's operations substantially depend upon the skill, judgment, and expertise of these principals of the Manager. In the event of any of their death, disability, or departure, the business of the Company could be adversely affected. The Manager will devote such time and effort as it deems necessary for the efficient conduct of the Company's business. However, the Manager and its principals are involved with other entertainment production activities and will not devote all of their time to the business of the Company.

The Company also depends on other entertainment talent providers, who may or may not have yet been engaged by the Company, and who generally will not be investors in the Company or any of its Series. Though the Company maintains relationships with a broad array of industry veterans, the loss of any independent talent providers, particularly members of the development team, could adversely affect the Company's ability conduct its operations and realize its projections.

Risks Related to the Company's Industry

Complexity of the Motion Picture Business

The motion pictures business is complex. Negotiating with major motion picture directors and performing talent is a sophisticated process. Likewise, negotiating a position for a Project on distributor release schedules in "major territories" is logistically challenging. Negotiating production-incentive relationships, brand relationships, ancillary rights, international licensing and pre-sales of a Project, qualifying a Project for production completion bonds, and "banking" a Project's respective licenses and contracts are complex processes that are highly reliant on the expertise and personal relationships of the Manager and its principals.

Market Competition

Motion picture, streaming, and television content development, production, and distribution are highly competitive. Industry competitors include other companies developing and producing such

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content and other forms of entertainment media. The Company's primary competitors are "major" film studios, numerous independent motion picture, streaming, and television production companies, television networks, and subscription-based television services, all of which will compete with the Company for market dominance in certain topical or popular genres, the services of writers, performing artists, directors, producers, and other creative and technical personnel, and production financing. Many of these competitors have significantly greater financial and other resources than the Company.

Obtaining a position for a Project on the theatrical, streaming, and/or television network distributor release schedules in a "major territory" is also highly competitive.

For any Project, it is possible that the unique writing, acting, or directing talent necessary for such Project may be unavailable or that the Company is unable to successfully negotiate for the services of such personnel.

Global Media Markets and Bank Financing

The success of the Company in achieving its objectives depends on the value of other entertainment media that is comparable to the Projects (primarily theatrically-released films, streaming video and home media, and cable and network television) in the U.S. and major international territories. If the value of comparable entertainment media decreases relative to current market values, the Company may not be profitable.

Compounding this risk, each Project must obtain production financing, which is generally secured by a Project's production incentive programs, brand relationships, pre-sold ancillary and theatrical licensing agreements, and the value of unsold international territories. Decreases in the market value of these items may raise the cost of such financing or even preclude the Company from obtaining such funding, in which case the Company may not be profitable.

The Company may also incur major losses in the event of certain macroeconomic or other extraordinary events, which may affect markets and consumer behavior in ways that are unexpected, unprecedented, or inconsistent with historical trends or results.

Risks Related to Ownership of the Securities

Business and Investment in General

Risk is inherent in all investing. No guarantee or representation is made that the business of the Company will be successful, and there is no assurance that the Company will be able to realize any revenue. All business conducted by the Company risks the loss of capital. As is true of any investment, there is a risk that an investment in the Company will be lost in whole or part.

Profit Allocation

The Securities allow Investors to potentially receive a return that exceeds the amount of their investment if the Company succeeds in securing production financing for its three motion picture Projects. Although the Company intends for Investors to also receive a portion of the cash flow and net revenues arising from the production, distribution, and exploitation of the Projects, the

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total amount of the net revenue from each Project is variable and cannot be determined in advance. Depending upon the Projects' total net revenue, the relative portion allocable to the Manager may be materially greater than would other amounts paid to managers in comparable businesses. In addition, the structure of the Securities may provide an incentive to the Manager to engage in more speculative or riskier business strategies in an effort to maximize its income.

Restrictions on Transfer and Liquidity

Investors may not pledge, mortgage, hypothecate, give, sell, exchange, or otherwise dispose of or encumber the Securities without the consent of the Manager. Investors must be prepared to bear the risk of their investment in the Securities for an indefinite period of time. No secondary market for the Securities currently exists, and even if the Company makes available to Investors a platform for secondary sales of Securities, there can be no guarantee that a market for such Securities will ever develop. Consequently, Investors may not be able to liquidate their investment in the Securities in the event of an emergency or for any other reason or rely on the Securities as collateral for a loan. Even if a secondary market does develop, the market price for the Securities could decline below the amount originally paid by Investors for such Securities.

Management, Conflicts, Fiduciary Duties, and Indemnification of the Manager

All management authority of the Company is vested in the Manager. The Investors have no authority to make operational decisions or to participate in the management of or to exercise business discretion with respect to the Company and are not entitled to vote on any matter. Where the Manager's authority is subject to "discretion," the Manager may consider only those interests and factors it chooses, including its own interests, and has no duty (including any fiduciary duty) or obligation to give any consideration to any interest of or factors affecting the Company, any Series, or any Investor. Thus, the Manager may choose to take, or not take, certain actions on behalf of the Company when one or more Investors would have chosen differently.

Because the Manager is the sole manager of the Company and each Series, including SCS, and has a significant financial interest in the Company as the sole member of the Company, and is permitted to conduct related business activities outside of the Company, certain conflicts of interest with respect to the Manager may arise from time to time. There is no guarantee these conflicts will be resolved in a manner favorable to all Investors.

Overall, the scope of fiduciary duties owed to the Company and Investors by the Manager is less than what would be owed to a corporation and minority shareholders by a corporation's directors.

Size and Structure of Offering

The size of this Offering is not necessarily indicative of the actual value of the Company, SCS, or any of its Projects. The maximum size of this Offering has been determined by the Manager based primarily upon the amount of capital the Manager has determined is necessary to fully and successfully develop each of SCS's Projects. This amount is not related to the Company's assets, book value, or results from operations. If additional capital is required to develop SCS's Projects and prepare them for production, the terms of such financing may be more or less favorable than the terms of the Securities, as determined by the Manager in its sole discretion.

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Dilution

Dilution means a reduction in value, control, or earnings of the Profits Units the Investor owns.

Oftentimes, companies sell or grant their securities to founders and early employees at a very low cash cost because these individuals are putting their "sweat equity" into the company. When a company seeks cash investments from outside investors, the new investors typically pay a much larger sum for their equity than the founders or earlier investors, which means that the cash value of the outside investors' stake is diluted because each equity unit of the same type is worth the same amount, and outside investors paid more for their equity units than earlier investors or founders did for theirs.

None of the Profits Units being offered to Investors pursuant to this Offering have been, or are expected to be, acquired by the Manager, the Manager's principals, or their affiliates.

However, as more fully described in "SECURITIES BEING OFFERED" below, under the terms of the Limited Liability Company Agreement of the Company (the "Company Agreement") and the Series Agreement of SCS (the "Series Agreement"), fifty percent (50%) of SCS's distributable revenue is retained by the Manager, as the Manager is the sole voting member of the Company and each Series thereof, including SCS. In this way, the Investors' share of SCS's earnings is less than what it would be if the Company and SCS were structured for the Manager to receive a lower percentage of distributable revenue.

The following table illustrates the total earnings of the Manager and an Investor who invests $1,000, assuming 72,000 Profits Units of SCS are issued and outstanding (including Profits Units sold in this Offering and any other offerings), all three associated motion picture Projects are fully production-financed, and the net distributable revenue (after payment of the Preferred Return) for all such Projects is $75 million:

		Manager		Investor
Price Paid for Profits Units		n/a		$1,000
Preferred Return [3]		$0		$1,100
Distributable Cash of Series		$37,500,000		$5,208
Total Distributions		$37,500,000		$6,308

Lastly, as with other equity offerings, the future earnings for Investors in this Offering partially depend on the number of Profits Units of SCS actually issued and sold by the Company, whether in this Offering or otherwise. Under the terms of the Company Agreement and the Series Agreement, fifty percent (50%) of the net distributable revenue, as calculated by the Manager, from the associated films' worldwide earnings are allocated to the Profits Members on a pro rata, pari passu basis determined by the number of Profits Units owned by each such Profits Member.

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[3] As described in "SECURITIES BEING OFFERED," below, certain "Early Bird" investors are entitled to a higher "Preferred Return" of 115% to 125%, depending upon the investor's subscription amount and other factors described below.

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Plan of Distribution

Plan of Distribution

The Company's Manager owns and operates or may own or operate or otherwise make available a web-based investment platform through which the Company may present the Offering details and provide Investors and prospective investors with information and subscription and qualification documents related to the Offering (along with any successor platform used by the Company for the offer and sale of Company securities, the "Platform"). The Company will direct sales of the Securities through the Platform and intends for the sales of the Securities to occur principally through the Platform. The Company will also market the Offering to the Manager's investor network, present the Offering through industry and nonprofit networks, and solicit the Offering through conventional marketing channels including online advertising as permitted by Regulation A. The Company may offer directly to certain Investors a significant portion of the Securities without the aid of the Platform and/or prior to the Platform-based Offering, in its sole discretion.

Neither the Company, its Manager, nor any other affiliated entity involved in the offer and sale of the Securities is a member firm of FINRA (other than the Broker and NCPS), and no person associated with the Company will be deemed to be a broker solely by reason of his or her participation in the sale of the Securities.

This Offering is being conducted pursuant to Regulation A, and therefore is only offered and sold to "qualified purchasers." For further details on the suitability requirements an Investor must meet to participate in this Offering, see "Investor Suitability Standards" below. As a "Tier 2" offering under Regulation A, this Offering is exempt from state "blue sky" law review and registration requirements, subject to meeting certain state filing requirements and complying with certain antifraud provisions.

The price of the Securities is $100 per Profits Unit. The maximum Offering amount is $6,257,500 and was determined by the Manager based on (i) the development expenses for the three associated film Projects, (ii) the Offering expenses and (iii) the number of Profits Units already sold through previous offerings not covered by this Offering Circular.

The initial closing of the Offering (the "Initial Closing") will occur on (i) the date subscriptions for the minimum Offering have been accepted or (ii) a later date determined by the Manager in its sole discretion. The Initial Closing and any additional closings (each an "Additional Closing" and together with the Initial Closing, each a "Closing" and collectively, the "Closings") may occur up until (i) the date that is one year from the date this Offering Circular is qualified by the Commission, which period may be extended by an additional six months by the Manager in its sole discretion or (ii) any date on which the Manager elects to terminate this Offering in its sole discretion (as applicable, the "Termination Date").

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Those persons who want to invest in the Securities must sign a Profits Units Subscription Agreement (the "Subscription Agreement"), which will contain representations, warranties, covenants, and conditions customary for private placement investments in limited liability companies. See "Subscription" below for further details. A copy of the form of Subscription Agreement is attached as Exhibit 4.1.

The Company has engaged Broker, a broker-dealer registered with the Commission and a member of FINRA, to act as the broker-dealer of record for this Offering, but not for underwriting or placement agent services. As compensation, the Company has agreed to pay Broker a commission equal to 1% of the amount raised in the Offering to support the Offering on all invested funds after the issuance of a No Objection Letter by FINRA. In addition, the Company has paid Broker a one-time advance set up fee of $5,000 to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Broker, such as, among other things, preparing the FINRA filing. Broker will refund any fee related to the advance to the extent it is not used, incurred, or provided to the Company. In addition, the Company will pay a one-time $20,000 consulting fee that will be due immediately after FINRA issues a No Objection Letter.

Any Investor desiring to engage separate legal counsel or other professional advisors in connection with this Offering will be responsible for the fees and costs of such separate representation.

Selling Investors

No Securities are being sold for the account of any existing investors or members of the Company or its Series. All net proceeds of this Offering (after payment as described in this Offering Circular) will be paid to SCS.

Investor Suitability Standards

The Securities in this Offering are being offered and sold only to "qualified purchasers" (as defined by Regulation A), which include: (i) "accredited investors" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (ii) all other investors so long as their investment in any securities (in connection with this Offering or any other offering under Regulation A) does not represent more than ten percent (10%) of the greater of their annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). The Company reserves the right to reject any Investor's subscription in whole or in part for any reason, including if the Company determines in its sole and absolute discretion that such Investor is not a "qualified purchaser" for purposes of Regulation A.

For an individual potential investor to be an "accredited investor" for purposes of satisfying one of the tests in the "qualified purchaser" definition, the potential investor must be a natural person who has:

• an individual net worth, or joint net worth with the person's spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of

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such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or

• earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

If the potential investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. On August 26, 2020, the Commission adopted amendments to expand the definition of "accredited investor," which became effective December 8, 2020. These amendments, among other changes, expanded the types of entities that qualify as accredited investors, enabled investors that hold FINRA Series 7, 65, or 82 licenses to qualify as accredited investors, and expanded the concept of "spouse" to include spousal equivalents for purposes of the financial tests referenced above. For purposes of determining whether a potential investor is a "qualified purchaser," annual income and net worth should be calculated as provided in the "accredited investor" definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an individual's home, home furnishings, and automobiles.

The Securities in the Offering will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended ("ERISA").

If a potential investor lives outside the United States, it is his/her/its responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

The Manager and Broker, in its capacity as broker of record for this Offering, will be permitted to make a determination that the Investors in this Offering are "qualified purchasers" in reliance on the information and representations provided by such Investor regarding the Investor's financial situation. Before making any representation that this investment does not exceed applicable federal thresholds, prospective investors should review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, prospective investors should refer to http://www.investor.gov.

An investment in the Securities may involve significant risks. Only Investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the Securities. See "RISK FACTORS," above.

Minimum Investment

The minimum subscription by an Investor in this Offering is $100.

Broker

Broker will serve as the broker of record for this Offering pursuant to a broker-dealer agreement by and among the Broker and the Company, effective as of October 26, 2021 (the "Brokerage Agreement"). A copy of the Brokerage Agreement is attached as Exhibit 6.1.

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The Broker is a registered broker-dealer, member of FINRA and SIPC, and is registered with the Commission and in each state where the Offering and sale of the Securities will occur. The Broker is located at 525 Green Place, Woodmere, New York 11598.

The Broker performs the following operations and compliance services in connection with the sale of the Securities as a broker-of-record:

• Make any required FINRA filings related to the Offering, including filings required under Rule 5110;
• Accept Investor data from the Company;
• Review and process Investor information, including Know Your Customer (KYC) data, perform Anti-Money Laundering (AML) and other compliance background checks, and provide a recommendation to the Company whether or not to accept each Investor;
• Review each Investor's Subscription Agreement to confirm such Investor's participation in the Offering, and provide a determination to the Company whether or not to accept the Subscription Agreement for the Investor's participation;
• Contact and/or notify the Company, if needed, to gather additional information or clarification regarding any Investor;
• Keep Investor details and data confidential and not disclose such information to any third party except as required by regulators or in performance of its obligations under the Brokerage Agreement (e.g., as needed for AML and background checks); and
• Coordinate with third-party service providers to ensure adequate review and compliance.

The Broker will not act as a finder, placement agent, or underwriter in connection with this Offering. The Broker will receive a Brokerage Fee (see below) but will not purchase or solicit the purchase of any Securities and, therefore, will not be eligible to receive any finder's fees or any underwriting or placement agent discounts or commissions in connection with this Offering of Securities. In addition, the Broker will not provide any investment advice nor any investment recommendations to any Investor or prospective investor.

The Company has agreed to pay the Broker for its services and certain other expenses, as described below.

Escrow Agent

NCPS serves as the escrow agent for the Offering pursuant to an escrow agreement by and among the Broker, NCPS, and the Company, effective as of June 16, 2022 (the "Escrow Agreement"). A copy of the Escrow Agreement is attached as Exhibit 8.1 to the Offering Statement of which this Offering Circular forms a part. NCPS is a registered broker-dealer, member of FINRA and SIPC, and is located at 623 E Ft. Union Boulevard, Suite 101, Midvale, Utah 84047.

NCPS will accept all payments from Investors in connection with their purchase of Securities, hold such funds in escrow until the applicable Closing, and disburse such funds to the Company upon such Closing. The Company and the Broker must jointly and severally indemnify NCPS and each of its officers, directors, employees, and agents against any losses that are incurred in connection with providing the services under the Escrow Agreement other than losses that arise out of NCPS's gross negligence or willful misconduct.

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The Company will generally be responsible for fees due to NCPS, which are categorized as part of the Offering Expenses described in the "Fees and Expenses" section below.

Transfer Agent

Vertalo serves as the transfer agent for the Securities pursuant to an agreement by and between Vertalo and the Company, effective as of January 19, 2022 (the "Transfer Agent Agreement"). The Transfer Agent is located at 9020 North Capital of Texas Highway, Suite 315, Austin, Texas 78759.

Vertalo maintains a record of ownership, including contact information, of the Company's Investors. Vertalo is also responsible for transfer, issuance, and cancellation of the Profits Units, including assisting registered Investors and fulfilling their requests for transferring their Profits Units. The Company must indemnify Vertalo against any losses arising out of the Company's breach of its obligations, representations, or warranties.

The Company will generally be responsible for fees due to Vertalo, which are categorized as part of the Offering Expenses described in the "Fees and Expenses" section below.

Fees and Expenses

Brokerage Expenses

As compensation for providing certain broker-dealer services to the Company in connection with this Offering, the Company will pay the Broker a fee equal to one percent (1%) of the aggregate amount raised by the Company through this Offering (the "Brokerage Fee"). The Brokerage Fee will be payable from the proceeds of this Offering. In addition to the Brokerage Fee, the Company has agreed to pay the Broker a one-time advance set-up fee of $5,000. The Company will also fund $11,750 in FINRA Corporate Finance filing fees which represents the fee for the maximum offering size of $75,000,000 of issuance in the upcoming twelve-month period. The set-up fee is to facilitate the Offering, including conducting due diligence and covering out-of-pocket expenses. Any unused portion of these fees will be reimbursed to the Company. The Company will also pay the Broker a one-time consulting fee of $20,000 in exchange for general consulting services provided in connection to the Offering upon the issuance of No Objection Letter by FINRA.

Other Offering Expenses

SCS will generally be responsible for its Offering Expenses. "Offering Expenses" consist of legal, accounting, escrow, custody, transfer and recording, filing, banking, and compliance costs, as applicable, related to the Offering (other than the brokerage expenses described in the paragraph above). SCS intends to reimburse the Manager for Offering Expenses it incurs with respect to this Offering.

Additional Information

The Company has not authorized anyone to provide information other than as set forth in this Offering Circular. Except as otherwise indicated, all information contained in this Offering

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Circular is accurate only as of the Circular Date, regardless of the time of delivery of this Offering Circular or any sale of Securities.

Neither the delivery of this Offering Circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the Company's affairs since the Circular Date.

From time to time, the Company may provide an "Offering Circular Supplement" that may add, update, or change information contained in this Offering Circular. Any statement made in this Offering Circular will be modified or superseded by any inconsistent statement made by the Company in a subsequent Offering Circular Supplement. The Offering Statement filed with the Commission, of which this Offering Circular forms a part, includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. Investors should read this Offering Circular and the related exhibits filed with the Commission and any Offering Circular Supplement, together with additional information contained in the Company's annual reports, semiannual reports, and other reports and information statements that the Company will file periodically with the Commission.

The Offering Statement and all amendments, supplements, and reports that the Company has filed or will file in the future can be read on the Commission website at www.sec.gov. The contents of the Platform (other than the Offering Statement, this Offering Circular, and the Appendices and Exhibits thereto) are not incorporated by reference in or otherwise a part of this Offering Circular.

Subscription

Potential investors who are "qualified purchasers" may subscribe to purchase the Securities. Any potential investor desiring to acquire Profits Units in this Offering must:

1. Carefully read this Offering Circular, and any current supplement, as well as any documents described in this Offering Circular and attached hereto or that have been requested, and consult with their tax, legal, and financial advisors to determine whether an investment in the Profits Units is suitable for them.
2. Review the Subscription Agreement (including the "Investor Questionnaire" attached thereto), which may be pre-populated following completion of certain questions on the Platform or otherwise and if the responses remain accurate and correct, sign the completed Subscription Agreement using electronic signature. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by Investors.
3. Once the completed Subscription Agreement is signed for the Offering, an integrated online payment provider may transfer funds in an amount equal to the purchase price for the Profits Units the Investor requested to purchase and the Company has agreed to issue (as set out on the applicable Subscription Agreement) into a non-interest-bearing escrow account with NCPS. NCPS will hold such subscription monies in escrow until such time as the Subscription Agreement is either accepted or rejected by the Manager and, if accepted, such further time until the issuance of the Profits Units thereunder.

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4. The Manager and the Broker will review the completed and signed subscription documentation. Investors may be asked to provide additional information. The Manager or the Broker will contact such Investor directly if required. The Company and its agents reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw the Offering or any portion thereof at any time prior to Closing.
5. Once the review is complete, the Manager will inform Investors whether or not their application to subscribe for the Profits Units is approved or denied and if approved, the amount of Profits Units for which they are entitled to subscribe. If a subscription is rejected in whole or in part, then any subscription payments (being the entire amount if the application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. The Manager accepts subscriptions on a first-come, first served basis subject to its right to reject or reduce subscriptions.
6. If all or a part of a subscription is approved, then the Profits Units for which such Investor is entitled to subscribe will be issued to such Investor upon the applicable Closing. Simultaneously with the issuance of the Profits Units, the subscription monies held by NCPS in escrow on such Investor's behalf will be transferred to the account of SCS as consideration for the Profits Units.

By executing the Subscription Agreement, each Investor agrees to be bound by the terms of the Subscription Agreement, the Company Agreement, and the Series Agreement. The Company, the Manager, and the Broker will rely on the information provides in the Subscription Agreement, including the "Investor Questionnaire" attached thereto and the supplemental information provided in order for the Manager and the Broker to verify status as a "qualified purchaser." If any information about "qualified purchaser" status changes prior to issuance of any Profits Units, such Investor must notify the Manager immediately using the contact details set out in the Subscription Agreement.

The subscription funds paid by prospective investors as part of the subscription process will be held in a non-interest-bearing account with NCPS and will not be transferred to the operating account of SCS unless and until there is a Closing with respect to such subscription. When NCPS has received instructions from the Manager or the Broker that a Closing will take place, and the Investor's subscription is to be accepted (either in whole or part), then NCPS shall disburse such Investor's subscription proceeds in its possession to the account of SCS. If all or any portion of the Offering is terminated without a Closing, or if a prospective investor's subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest or deductions. Any costs and expenses associated with a termination of all or a portion of the Offering will be borne by the Manager.

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Use of Proceeds

The Company estimates that the gross proceeds of this Offering will be $6,257,500, assuming the full amount of this Offering is sold, and the Company plans to utilize such proceeds (together with proceeds received by the Company from other offerings of Profits Units, up to an aggregate of $7,200,000) as follows, which estimates below are subject to reasonable variance as the Manager in its sole discretion decides is in the best interest of the Company and SCS:

Use		Amount		Percentage
Literary rights, motion picture options, and writing fees		$1,800,000		25%
Director and actor production retainers		$3,816,000		53%
Production manager and casting director fees		$462,000		6%
Marketing and distribution expenses		$354,000		5%
Development talent and professional fees		$300,000		4%
General overhead		$108,000		2%
Operating reserve		$144,000		2%
Fees and expenses		$216,000		3%
Total Proceeds		$7,200,000		100%

The allocation of the proceeds of this Offering set forth above represents the Company's intentions based upon its current plans and assumptions regarding industry and general economic conditions and its anticipated future revenues, expenditures, and access to capital. The amounts and timing of actual expenditures from these proceeds will depend upon numerous factors, including market conditions, cash generated by the Company's operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. Neither the Company nor SCS are expected to keep any of the proceeds from the Offering other than as described herein. In the event that less than the maximum amount of this Offering is sold, the Company will continue to endeavor to use the Offering proceeds in a similar manner as described above, but may seek additional sources of capital or stagger development of its Projects.

Because the minimum Offering amount is $72,000, the Company has the right to close the Offering without sufficient funds for all the intended purposes set out above.

Upon any Closing, proceeds from the sale of the Securities will be distributed to the account of SCS.

The Company does not currently have plans to use proceeds from the Offering to make payments to officers, directors, or the Manager, pay off any debt, or to acquire any major assets, other than as described herein or in the Company Agreement.

The Company reserves the right to change the above use of proceeds without notice if the Manager believes such change is in the best interests of the Company or SCS.

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Company's Business

History and Structure

The Company was founded in 2021 by Stephen Wollwerth, Jason Brents, and John Lee, through One Door Studios LLC, to open the door for qualified investors to invest in and own an interest in major-studio-caliber motion picture and television series projects.

The Company is organized as a series limited liability company pursuant to Section 18-215 of the Delaware Limited Liability Company Act. Each of its Series is or will be responsible for one or more of its film or television projects. This unique structure allows the Company to provide investors with the ability to invest in distinct motion picture projects (or, as in the case of SCS, a fixed slate of Projects) instead of the entire Company. This structure also protects each Series from the potential liabilities of other Series, while allowing the Company to offer investments in each unique Series. Though this Offering is only with respect to SCS, the Company is currently preparing and intends to offer additional film and television projects, and other entertainment series in the future, through other Series of the Company.

The Company is managed by the Manager, which is also its sole member.

Principal Products & Services

In coordination with leading global territory distributors, the Manager exclusively develops, produces, and distributes motion pictures and television projects with the goal of dominating the global box-office and other sized screens, which is the surest indicator of their projects delighting global audiences.

The Company's Series' projects undergo a similar greenlighting process to that developed and used by studios and major independent production companies, with the intent and sought-after result being that each project's projected net global profits are at least twice its production costs. Following the most successful film-industry business model, the Company separates each project's development, from its production costs and operations. This provides each project the business and creative time and financial resources needed to assure it becomes creatively mature (script, director, and cast), major-distributor engaged, production financing set up, and completely ready for production. This also includes engaging a bond company guaranteeing the film is produced on time and on budget. Together, this process produces higher quality, more audience-satisfying projects and can mitigate investor risk by earning them back their investment, paid proportionately from each bonded, bank-financed production loan, since all development costs are production expenses, and recovered, plus a development fee, from each project's production financing.

The Company's development creative process consists of three key areas:

• Hiring A-list (studio-level) screenwriters to best position each motion picture's script to become acceptable to major distributors;
• Coordinating each project's potential earnings, script, director, cast, and delivery with global distributors, up to and including entering license agreements with the distributor(s) based on these elements; and

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• Attaching the distributor-approved director and lead cast and obtaining the project's production financing.

Current Film Projects

SCS's three current motion picture Projects are each adapted from the novel Calculated's three sequels: Simulated, Activated (just released in April 2022), and Liberated (scheduled for release in 2023). The Manager has purchased the motion picture and related rights to the entire series and is currently developing the first novel, Calculated, in conjunction with an affiliated development company.

All three of the film Projects described below–Simulated, Activated, and Liberated–are the projects of SCS. The Profits Units give Investors rights to participate in the net profits and other cash flows from these three films, as more fully described in "SECURITIES BEING OFFERED," below and in the Company Agreement and the Series Agreement.

For each Project described below, projected timelines are based on industry standards, and will be updated as the development and production of the Project progresses.

Calculated

Synopsis: Josephine Rivers is a calculating prodigy with a near-supernatural ability to look at the world through a purely mathematical lens, even at times predicting the future. After a betrayal by her own family when she's only 15, she's kidnapped and taken to China by the sinister Maxima, known as "Madame," who forces her to use her gift to increase Madame's fortune. This marks the beginning of our hero's arduous journey, which sees her moved around Shanghai's criminal underground as others exploit her gift. Her only close company is older captive Hong Rui, nicknamed "Red," whose wisdom and support change how she views her own power and teaches her what she needs to survive. Now she's 17 and working for a wealthy man whose captivating son Kai starts to chip away at her emotional defenses. She has the fate of the world in her hands, thanks to her unique gifts, but she also craves vengeance against those who've wronged her. Can she save the world from a financial collapse and also bring her enemies down? And can she trust Kai enough to let him into her heart?

While Calculated is not being developed by the Company and the Profits Units do not give Investors any economic or other rights with respect to Calculated's future profits, the film is integral to the Company's strategy and success by virtue of its position as the first, and eponymous, installment of the four-film Calculated franchise. Ann Peacock, an Emmy-award-winning screenwriter renowned for adapting Disney's The Lion, the Witch and the Wardrobe, signed as the writer on Calculated February 2022. The Manager intends to attach the A-list director when the script is complete in the fourth quarter of 2023, and production is scheduled to begin soon afterward. Calculated's release to the global market is projected to be the second quarter of 2025.

Simulated

Synopsis: Jo Rivers, safely back in Seattle, asks the same question daily–how does a math genius go from taking down international criminals and saving the world economy to living a normal teenage life? The only answer she can come up with is–she doesn't. With an overprotective father

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on her back and Kai on the other side of the world, Jo accepts an offer from Prodigy Stealth Solutions (PSS), who may have found a way to get her gift back. Using a newly developed technology, PSS tries a simulation process on Jo to restore her abilities, but during the attempt, PSS is hacked, and a blacklist file containing some of PSS's most sensitive secrets is stolen. Meanwhile, a mysterious caller who seems to know more than he should delivers a warning to Jo about Kai, who then goes missing. Despite her father's concerns, Jo sets off on a risky trip to Tunisia with a PSS team of teen prodigies to find an urgently needed solution for PSS and locate Kai. All the while, Jo has to trust the mysterious informant who, frighteningly, is like no one she has ever met before.

Simulated is currently scheduled to begin screenplay development in the second quarter of 2023. The script is expected to be ready for production (known as a "shooting script") by the first quarter of 2024. During this time, the Company will establish collateral relationships with global distributors and other partners for Simulated, with the goal of obtaining a bank facility for the $50 million production loan opening in the second quarter of 2024. Next, in the third quarter of 2024, the production of the motion picture is set to begin. Simulated is slated for release to the global marketplace in the third quarter of 2025, with profit distributions expected to begin six months afterward.

Activated

Plot Synopsis: After her exploits in Tunisia, Jo Rivers knows she'll never lead a normal life. She also can't move on until she grasps the unexpected evolution of her mathematical gift and confronts her unresolved feelings after meeting Noble. With Kai undercover, Noble is the only one who has the answers Jo needs. There's just one small problem: Noble has vanished, leaving only a coded message in the stars. When Rafael, a friend from Jo's days in China, goes missing, it coincides with a new PSS assignment involving a potentially catastrophic satellite breakdown. Jo suspects something more sinister is at play and has no choice but to track down Noble, who may be her only hope to find Rafael and prevent global chaos. Traveling to the perilous Arctic of Finland, Jo and her band of prodigies team up with unlikely allies from her past to find out what or who is interfering with the satellites – before it's too late. Trusting her gift, Jo follows a path of numbers that light the way . . . which leads to answers she didn't predict.

Activated is currently scheduled to begin screenplay development in the second quarter of 2024. The shooting script is expected to be ready by the second quarter of 2025. During this time, the Company will establish collateral relationships with global distributors and other partners for Activated, with the goal of obtaining a bank facility for the $50 million production loan opening in the third quarter of 2025. Next, in the third quarter of 2025, the production of the film is set to begin. Activated is slated for release to the global marketplace in the third quarter of 2026, with profit distributions expected to begin six months afterward.

Liberated

Liberated is based on the forthcoming fourth novel in the Calculated series.

Liberated is currently scheduled to begin screenplay development in the third quarter of 2025. The shooting script is expected to be ready by the second quarter of 2026. During this time, the

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Company will establish collateral relationships with global distributors and other partners for Liberated, with the goal of obtaining a bank facility for the $50 million production loan opening in the third quarter of 2026. Next, in the third quarter of 2026, the production of the film is set to begin. Liberated is slated for release to the global marketplace in the fourth quarter of 2027, with profit distributions expected to begin six months afterward.

Media Formats

While films have existed for over 100 years, and entertainment is as old as civilization itself, the modes and manner of media consumption is rapidly evolving. Physical media formats saw rapid technological progress but are now becoming obsolete. Streaming platforms and services have proliferated. DVRs and streaming platforms have resulted in changes to how and when media is consumed at home. Even one of the few industry constants–the theatrical premiere and exclusive release–was upended by the closures of movie theaters during the COVID-19 pandemic, which led to distributors introducing entirely new avenues of income from direct-to-consumer streaming of major motion pictures. The Company's business depends not only on developing and producing quality films, but also on navigating these rapid market changes that will provide both challenges and unprecedented opportunities within the entertainment industry.

Government Regulation

The Company must deal with an extensive array of federal, state, and local regulations as it develops, and eventually produces, its motion picture Projects. The development and production of motion pictures will occur in multiple locations, each of which may require separate licenses and permits and have unique tax, labor, insurance, and other requirements.

Intellectual Property

The motion picture and television industry, including the Company, is heavily reliant upon intellectual property. The Company and its Manager have secured the film rights not only to Calculated's novel series, but also to five more films of similar stature and potential power in the global market. The Company is also continuing to secure the rights to more franchises through co-production partnerships. The Company's business is highly dependent upon the film rights it acquires, particularly with regard to their exclusivity and their enforcement in a manner consistent with the Company's expectations.

Employees

The Company does not have any employees.

Litigation and Bankruptcy

The Company is not involved in any litigation, and its management is not aware of any pending or threatened legal actions relating to its intellectual property, conduct of its business activities, or otherwise.

The Company is not currently, nor has it been previously, engaged in any bankruptcy, receivership, or similar proceedings in any jurisdiction.

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Company's Property

Neither the Company, SCS, nor any other Series own any significant assets, except as provided below.

The Manager owns the exclusive film rights to the three motion picture Projects associated with SCS. The option agreement granting the Manager these film rights also includes a right to assign these film rights, which Manager plans to assign to SCS.

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Management's Discussion and Analysis

The following discussion of the Company's financial condition and results of operations should be read in conjunction with its financial statements and the related notes included in this Offering Circular. The following discussion contains forward-looking statements that reflect its plans, estimates, and beliefs. The actual results from operations could differ materially from those discussed in the forward-looking statements.

Since its formation in December 2021, the Company has been engaged primarily in developing the financial, offering, and other materials to begin fundraising. It is considered a "development-stage" company because substantially all of its efforts are dedicated to establishing its business, and planned principal operations have only recently commenced. In addition to the motion pictures Projects of SCS described in this Offering Circular, the Company is in the process of preparing and negotiating additional projects.

The Company had no financial activity during the period beginning on the date of formation on December 20, 2021 through December 31, 2021.

Operating Results

Revenues are generated at the Series level. As of December 31, 2021, no Series of the Company has generated any revenues. The Company does not expect SCS to generate any cash flow (other than investment proceeds from this Offering) until each of its Project's production budget is funded and subsequently each of their global releases. These events aren't forecasted to begin, if at all, until the first quarter of 2024.

Liquidity and Capital Resources

As of December 31, 2021, neither the Company nor any of its Series, including SCS, had any cash or cash equivalents and the Company had no financial obligations.

No Series has any obligation to repay a loan incurred by another Series.

Development Capital

On May 26, 2022, the Company began offering Profits Units of SCS pursuant to Regulation CF promulgated under the Securities Act. That offering closed on August 24, 2022. Through that offering, the Company raised approximately $942,461, all of which was allocated to SCS. After offering expenses, the net proceeds to the Company were approximately $895,337.95.

The Company intends to begin using the proceeds from its Regulation CF offering, as well as the proceeds from this Offering, to finance the development of the three Calculated sequel films. For more information about these film projects, see COMPANY'S BUSINESS, above. For more information about the development expenses of these film projects, see USE OF PROCEEDS, above.

Production Financing

As part of the development phase for each of the Company's film Projects, it plans to obtain bank financing from the entertainment branch of a major U.S. bank (e.g., Chase Bank or East West Bank) using entertainment industry-standard forms of global collateral, chiefly from nine categories commonly used in production financing. Each of these areas of collateral represents documented business engagements including global territory tax incentive programs, major international distribution licenses, licenses from major brands, profit offsets with the director and one or more actors. These are planned and engaged as part of each Project's development process

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and the agreements are expected to be finalized once the script is complete and ready for production. Each motion picture's collateral may average about 120% of its production budget. Each Project's budget is expected to be about $50 million.

Plan of Operations

At the time of the qualification of this Offering, the Company and SCS have only recently commenced operations. The Company is not capitalized and has no assets or liabilities. The only assets of SCS are the proceeds of its Regulation CF offering; SCS has no material liabilities. The Company's first major objective will be retaining a screenwriter for Simulated, who is currently expected to be Ann Peacock, the Emmy Award-winning primary screenwriter of The Lion, The Witch and The Wardrobe and who is currently the screenwriter for Calculated. [4] As described in the "Current Film Projects" subsection of "COMPANY BUSINESS," the Company plans to commence development of the three films associated with SCS, beginning with Simulated, in May 2023. If Ms. Peacock does become attached as the screenwriter for the rest of the Calculated franchise films, the time to develop, produce, and release each of these three motion picture Projects may be earlier than forecasted.

During the 12-month period following the commencement of this Offering, and while Ms. Peacock is completing Calculated's script, the Company will be developing the business elements and relationships vital to the success for all three film Projects associated with SCS. As referenced above in the "Global Media Markets and Bank Financing" subsection of "RISK FACTORS," these activities include negotiations with major territory distributors, production-incentive relationships, brand relationships, ancillary rights, international licensing and pre-sales for each Project, qualifying each for production completion bonds, and "banking" a Project's respective licenses and contracts.

The Company expects the proceeds from the Offering to be sufficient to cover the costs of developing Simulated, Activated, and Liberated into production-ready films. As described in "USE OF PROCEEDS," even if the Company raises less than the maximum Offering, it still anticipates being able to complete development of these three titles, by reducing expenditures, delaying certain activities, and/or seeking other sources of capital. The Company does not, however, anticipate the need to raise additional funds in the next six months to implement its planned operations.

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[4] As described in the "Current Film Projects" subsection of "COMPANY'S BUSINESS," the Manager and one of its affiliates are currently developing the film Calculated, based on the novel by the same name. The motion picture Projects associated with SCS are sequels and part of the Calculated franchise.

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Company's Management

The Manager of the Company is One Door Studios LLC, a Utah limited liability company formed on July 18, 2018.

The Company and each of its Series, including SCS, operate under the direction of the Manager, which is responsible for directing the operations of the business, overseeing day-to-day affairs, and implementing film development and production strategy. The Manager is managed by a manager, elected by the Manager's members (in addition, an "alternate manager" has been designated to serve as the Manager's acting manager in the event of the manager's incapacity or disability). The members of the Manager have also appointed officers of the Manager who are responsible for, operate, and make decisions with respect to the Company and its Series. The Manager and its manager and officers are not required to devote all of their time to the Company, but are only required to devote such time as their duties require. In addition, the Manager and its manager and officers spend some of their time working on other projects, including for other affiliates of the Manager. While the Manager feels its small management team is sufficient to properly manage the Company and its Series currently, the Manager expects to expand this team in the future. Though the Manager's manager and officers are experienced, the Manager itself has a limited track record and is relying on the track record of its individual manager and officers.

The Manager performs its duties and responsibilities pursuant to the Company Agreement and Series Agreement. The Manager maintains a contractual, as opposed to a fiduciary, relationship, with the Company, its Series, and Investors. Furthermore, the Company has agreed to limit the liability of the Manager and to indemnify the Manager against certain liabilities.

The following table sets out the Manager's manager and executive officers:

Name		Position		Age		Term of Office
John J. Lee, Jr.		Chief Executive Officer, Manager		75		December 2020
Jason Brents		President, Chief Operating Officer		45		December 2020
Stephen Wollwerth		Executive Vice President, Chief Creative Officer		46		December 2020

The following is a brief summary of the background of each executive officer and manager of the Manager:

John J. Lee, Jr.
Chief Executive Officer, Manager

John J. Lee, Jr. is a global media and entertainment executive in distribution and finance, and architect of streaming services and systems. John has provided business, funding, and distribution services for 23 motion pictures, television network series, and specials, with combined production costs of over $470 million and global rights earnings exceeding $4 billion. He has successfully led the vision, launch, and/or expansion of five entertainment and media entities. He also writes, produces, and directs. His The Producer's Business Handbook, used by film and business schools the world over, is a standard professional media reference, a best seller in its obscure category, released in its fourth edition at The American Film Market (AFM) and co-branded by AFM.

John's early career started as a business systems analyst and designer with the NCR Corporation by day, while in the evenings writing scripts and sponging up everything he could from everyone who would share of entertainment's creative and business craft. John co-founded the highly

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successful San Diego Repertory Theatre, where he provided business planning and funding and directed. He executive produced and partially funded his first motion picture, Where's Willy? in 1976, doing most things contrary to his better business and creative judgment.

This clarifying learning experience led John into international motion picture sales as Business Affairs Vice President for global motion picture sales company Goldfarb Distribution; then in the same position for Heart Entertainment, where he directed distribution and funding of in-house and client projects and helped measure the value of their pictures' rights and plan/engage their licensing and sales.

Though participating throughout his career in the business and creative aspects of motion picture and television productions, John also led four new-media companies including the direct broadcast satellite entity Impression Delivery Corporation (acquired by CapCities) and advanced the ad sales units of Times-Mirror Cable Television (acquired by Cox Communications).

In 1996, John joined the faculty of BYU's Film School, established and taught their Business of Film curricula, and authored The Producer's Business Handbook for Focal Press. The book continues to benefit many in understanding the hybrid demands of global distribution and finance, and has brought him, "More recognition, speaking engagements, and enjoyable experiences than I deserve."

In 1999 John co-founded and was CEO of Entertainment Business Group, providing motion picture global finance, distribution, and related business services to independent producers and industry entities, until it was acquired by The Gillen Group.

In 2004, John became the co-founder and CEO of iCommunication Dynamics and i.TV, Internet streaming television technology entities, eventually selling a majority interest and his concept and i.TV domain, which became a top 100 iPhone and iPad application company.

In 2011, John became Managing Director of Entertainment Strategy, where he developed the business architecture for emerging Streaming Systems and directed the development, global distribution, funding, and oversight of in-house and client entertainment projects.

In 2018, John's Simple Little Stories co-ventured with Jason Brents' Lady of the Lake Studios in concert with its China distribution relationships to form One Door Studios LLC, with each partner company contributing three global, wide-audience projects and soon after drawing in Stephen Wollwerth's 3Gates Films, as an equal partner and the third and crucial component of physical production's writer, director, and producer talent. All three are well-matched partners with a fire-in-their-belly to create audience-celebrating entertainment worthy and receiving major global distribution.

Jason Brents
President, Chief Operating Officer

In 2015, Jason began to lay the foundation of the mini-studio, which would eventually become One Door Studios LLC. He astutely applied his lifetime of studying and acquiring great world literature, researching and becoming deeply oriented in the business of global motion picture and

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series development, production, financing, and distribution, as well as engaging relationships with bright key-entertainment industry players.

In July 2018, Jason founded One Door Studios LLC with his friend and partner John Lee; and they were joined a year later by their friend and third partner Stephen Wollwerth. Since then, Jason has been developing IP for the company, setting up and closing development financing, and setting up the Company, which may become the first entertainment industry "Series Regulation A+" development funding platform. As President of the Manager, Jason continues to oversee all of the Company's and Manager's affiliated entities, developing their in-house story properties and connecting them with various production partners, which include a global community of film-industry professionals.

Along with continuing to develop industry partnerships, Jason leads the Company's public development funding, bank production financing, and expanding the partners' overall vision of becoming a mini-studio.

Jason began his career as an educator in 2001 teaching in the Bay Area, CA.

Jason developed his entrepreneurial skills in 2005 when he launched a real estate development company, fixing and flipping homes on the Big Island.

In 2009 Jason moved his family to China to teach at Tianjin International School, instructing some of China's top international students from over 20 countries in comparative government, philosophy, film-making, and ancient history. For the next six years Jason taught at this flagship school in China while he continued to mine the history of many cultures for rich stories worthy to be developed into successful global motion pictures and series.

Jason continues to acquire and develop great literature, write, compose music, snow ski, cliff dive, and work together with his wife Rose in their most rewarding production of raising their five children in the foothills of Northern California.

Stephen Wollwerth
Executive Vice President, Chief Creative Officer

Chiefly through his 3Gates Films, Stephen became a polished producer, known as a Renaissance Man through the many projects that he produced and contributed to as a producer, writer, director, director of photography, editor–and even an FAA licensed drone pilot in motion picture, television, and live-event production. Stephen has established multi-cam streaming systems, and has served as a media broadcasting facility director. He is currently co-founder and owner, President, and lead producer at One Door Studios LLC.

Stephen started 3Gates Films in 2010 as designer, engineer, builder, and cinematographer of the first aerial platforms that opened the liberating era of drones. Stephen's innovative breakthrough aerial systems were featured in Scientific American magazine and many other publications and television programs. For a multi-million-dollar Fox Sports television commercial, Stephen became the first person to fly a cinema camera from a Blackmagic Design on a remote-controlled platform. He currently holds multiple FAA certifications, including Part 107.39 for flights over people, a certification held today by only 18 individuals in the United States.

27

Stephen was the director of photography and editor on the 8.4/10 IMDB-rated 2020 Film Hope for the Holidays released on Amazon Prime Video. He was also director of photography and editor for the 13th season of a PBS docu-series called Healing Quest. Stephen's stock footage has been sold thousands of times to companies, primarily for commercials worldwide. His footage has been purchased by National Geographic, Valvoline, Mahindra Tractors, Cenovas Energy, Spike TV, and hundreds of other companies.

In 2019 Stephen amassed a quarter of a million followers on TikTok with tens of millions of views of videos which told stories of miracles in people's lives.

Stephen's reputation as a world class editor is significantly enabled by his substantial production of live, multi-camera concerts, and his degree in music performance, with a minor in voice.

Stephen speaks Mandarin Chinese with a level of fluency from his 2 years living in Kunming and Xian, China. He is also an instrument rated private pilot, is fascinated with aviation, has continuing electrical engineering projects as a hobby, is an extreme mountain biker, and is a father of three sons and one daughter.

28

Compensation of Management

The Company is managed by the Manager, and the executive officers of the Manager lead the operations of the Company's business, oversee its day-to-day affairs, and implement its film development and production strategy and achievements. The Company does not intend to pay any management fee directly to the Manager or any compensation directly to these individuals for their management services to the Company. However, each of these individuals receives compensation for their services, including services performed for the Company on behalf of the Manager, from the Manager. In addition, these individuals may receive compensation from the Company or SCS for specific services rendered, such as screenwriting, film editing, etc.

For the fiscal year ended December 31, 2021, the Company's total compensation to the Manager and the Manager's executive officers and manager were as follows:

Name		Capacities Receiving Compensation		Cash Comp.		Other Comp.		Total Comp.
One Door Studios LLC		Manager		$          0		$          0		$          0
John J. Lee, Jr.		Officer and manager of Manager		$          0		$          0		$          0
Jason Brents		Officer of Manager		$          0		$          0		$          0
Stephen Wollwerth		Officer of Manager		$          0		$          0		$          0

 

29

Security Ownership of Management

The Company is managed by its Manager, which is presently the sole member of the Company and the only voting member of each of the Company's Series, including SCS. The table below shows, as of the Circular Date, ownership of the Company's securities:

Title of class		Name and address of owner		Amount/nature of ownership		Amount/nature of ownership acquirable		Percent of class
Company Unit		One Door Studios LLC 4320 Modoc Road Suite F Santa Barbara, CA 93110		1 Unit		-		100%
Membership Unit of SCS		One Door Studios LLC 4320 Modoc Road Suite F Santa Barbara, CA 93110		1 Unit		-		100%

The table below shows, as of the Circular Date, the beneficial ownership of the Manager's securities (each beneficial owner is an executive officer and a securityholder who owns 10 percent or more of the Manager's voting securities):

Title of class		Name and address of beneficial owner		Amount/nature of ownership		Amount/nature of ownership acquirable		Percent of class
Membership Interest		John J. Lee, Jr. One Door Studios LLC 4320 Modoc Road Suite F Santa Barbara, CA 93110		capital interest, profits interest, losses interest, and voting interest (held through Simple Little Stories, LLC)		-		31.33%
Membership Interest		Jason Brents One Door Studios LLC 4320 Modoc Road Suite F Santa Barbara, CA 93110		capital interest, profits interest, losses interest, and voting interest (held through Lady of the Lake Studios, LLC)		-		33.33%
Membership Interest		Stephen Wollwerth One Door Studios LLC 4320 Modoc Road Suite F Santa Barbara, CA 93110		capital interest, profits interest, losses interest, and voting interest (held through 3Gates Films LLC)		-		33.33%

 

30

Interest of Management in Certain Transactions

Membership Interest

The Company was formed on December 20, 2021 by the Manager. Under the terms of the Company Agreement, the Manager is the sole member of the Company and the only voting member of each of the Company's Series, including SCS. As described in "SECURITY OWNERSHIP OF MANAGEMENT" above, the Manager is beneficially owned by John Lee, Jason Brents, and Stephen Wollwerth.

31

Securities Being Offered

The following is a summary of the principal terms of the Offering, and is qualified by reference to the Company Agreement and Series Agreement, as each is attached hereto as Exhibit 2.2 and Exhibit 3.2, respectively, and the Subscription Agreement, a form of which is attached hereto as Exhibit 4.1, relating to the purchase of the Profits Units. This summary is qualified in its entirety by reference to the detailed provisions of those agreements, which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the Company Agreement, the Series Agreement, or the Subscription Agreement (as applicable), the provisions of the Company Agreement, the Series Agreement, or the Subscription Agreement (as applicable) shall apply. Capitalized terms used in this summary that are not defined herein shall have the meanings ascribed thereto in the Company Agreement or Series Agreement, as applicable.

General

The Company is offering Profits Units of SCS, a registered series of the Company, to Investors in this Offering. The Company is qualifying 62,575 Profits Units under this Offering.

Investors who purchase Profits Units will become subject to their applicable Subscription Agreement, described below, and will be considered "Profits Members" and "Series Members" of SCS.

Profits Units

Distributions

Profits Members are entitled to certain distributions as set forth in the Series Agreement related to each of the three motion picture Projects associated with SCS, as well as from future global revenue earned by each such film and their related ancillary products' revenue.

As described herein and more fully set forth in the Series Agreement, SCS intends to make two sets of distributions to each Profits Member. First, SCS intends to pay an amount equal to up to 110% to 125% of Profits Members' subscription amount out of the production financing receipts for each motion picture Project. Second, Profits Members will participate in 50% of SCS's net profits for each Project (less the amounts in the foregoing sentence), calculated by the Manager, and allocated on a pro rata basis based upon the number of Profits Units owned by each Profits Member.

From each of the three associated motion picture Projects, SCS plans to distribute to Profits Members a base distribution of at least 36.66% (per Project) of their subscription amount, within thirty (30) days from access to that Project's complete production financing. For example, if all three Projects secure production financing, SCS intends for a Profits Member who has invested $1,000 in the Offering to receive total distributions of $1,100, in one-third increments, paid within thirty (30) days from the date of availability of each Project's production financing.

32

Certain Profits Members who invest larger amounts will receive larger distributions. "First Priority Major Investors" are investors who subscribe for at least 5,000 Profits Units ($500,000). "Second Priority Major Investors" are the first five (5) investors who subscribe for at least 1,000 Profits Units ($100,000) but not more than 4,999 Profits Units ($499,900). "Third Priority Major Investors" are investors who subscribe for at least 500 Profits Units ($50,000) but do not meet the requirements of either a First Priority Major Investor or a Second Priority Major Investor. "Fourth Priority Major Investors" are investors who subscribe for at least 150 Profits Units ($15,000) but do not meet the requirements of either a First Priority Major Investor, a Second Priority Major Investor, or a Third Priority Major Investor. The foregoing investors will receive the following aggregate base return, assuming all three Projects secure production financing:

• First Priority Major Investors: 125%
• Second Priority Major Investors 125%
• Third Priority Major Investors: 120%
• Fourth Priority Major Investors: 115%

In addition, Profits Members are entitled to pro rata distributions from 50% of SCS's distributable revenue, as calculated by Manager. For example, if there are 72,000 Profits Units of SCS issued and outstanding, an Investor who purchases 720 Profits Units through this Offering would be entitled to distributions equal to 0.5% of the total distributable revenue, as calculated by Manager, of all three SCS motion picture Projects. As provided in the Series Agreement, distributable revenue is equal to all monies actually received by SCS in connection with the worldwide exhibition of the films, in all mediums and all markets, net of an industry standard percentage to cover residual payments as required by applicable guild and/or union agreements; commissions, sales fees, and third-party sales and distribution-related costs; deferments approved by the Company; industry-standard development and production contractual obligations of the Company; non-investor third-party net profit payments (commonly known as "off the tops"); development fund losses, if any; minus any amounts paid or payable to, or reserved by, the Manager in accordance with the Series Agreement or Company Agreement and the percentage distributions described above.

Voting

Profits Members are not entitled to vote on any matter related to the Company or any of its Series, including SCS. The Manager is the sole member of the Company and the sole voting member of each of its Series.

Liquidation

In the event of the Company's liquidation, dissolution, or winding up, Profits Members will be entitled to distributions paid by the Liquidator (as defined in the Company Agreement) to the extent cash is available after payment or reservation for payment of all SCS Liabilities, in accordance with the Company Agreement.

Preemptive Rights

The Company intends to enable current Profits Members of SCS (along with investors of other Series of the Company, if any) to subscribe, accept, and invest in future offerings of the Company, before making such opportunities available to outside investors, but it has no obligation to do so.

33

Redemption

SCS has the right, but not the obligation, to redeem, repurchase, or reacquire Profits Units from any Profits Member under certain circumstances, as more fully set forth in the Company Agreement.

Capital Contributions

Profits Members are not required to make additional contributions to the Company or any of its Series, but if they agree in writing to make any additional contributions, they may be subject to penalties as detailed in the Company Agreement for failing to fulfill their agreed-upon obligations to do so.

On-Screen Credits

Profits Members who invest at least $250 in the Offering are entitled to an on-screen credit for each motion picture Project associated with SCS. This credit will appear in each motion picture Project's end-credits.

Limited Information Rights

The Company will submit financial reports to Investors on a quarterly basis during the first two years of each film Project's release and annually thereafter, until such time as, if ever, the Projects are no longer generating profits to SCS or until SCS or the Company is terminated or dissolved, whichever occurs sooner.

Other Rights and Preferences

Profits Members have no other rights or preference, other than those described above. There are no sinking fund provisions applicable to Profits Units of SCS.

Creative Control

All decisions about, regarding, or otherwise pertaining to the creative and business aspects of each Project, including, but not limited to, the distribution and other exploitation of each Project and its related rights shall be made by the Manager.

Assignment and Transfer Restrictions

The Company or its Series, including SCS, may sell or issue additional securities, sell any or all of its assets, or perform any other transactions as more fully set forth in the Company Agreement, without consent or vote of the Profits Members.

Profits Members may not transfer or assign the Profits Units or any rights under the Company Agreement or Series Agreement without the prior written consent of the Manager, in accordance with the Company Agreement or pursuant to a Permitted Transfer as described in the Company Agreement.

34

Amendments

The Subscription Agreement may only be amended by mutual assent of both the Investor and the Company. The Company Agreement and Series Agreement may be amended as more fully provided therein.

Choice of Law and Dispute Resolution

The Subscription Agreement, Company Agreement, and Series Agreement are governed by the laws of the State of Delaware. All disputes arising out of the Company Agreement and Series Agreement are subject to arbitration in Los Angeles, California, in accordance with the Independent Film & Television Alliance Rules for International Arbitration then in effect.

35

F/S-4

ONEDOOR STUDIO ENTERTAINMENT PROPERTIES LLC.
BALANCE SHEET
As of December 31, 2021
(Audited)

	2021
ASSETS
Current Assets
Cash and cash equivalents	$  -
Total Current Assets	-
Other Assets	-
Total Other Assets	-
Total Assets	-
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	-
Total Current Liabilities	-
Long-Term Liabilities	-
Loans	-
Total Long-Term Liabilities	-
Other Liabilities	-
Total Liabilities	-
MEMBER'S EQUITY
Capital contributions	7,200,000
Capital contributions receivable	(7,200,000	)
Retained earnings (Accumulated deficit)	-
Net income	-
Total Member's Equity	-
Total Liabilities and Member's Equity	$  -

 

The accompanying notes are an integral part of these financial statements.

F/S-5

ONEDOOR STUDIO ENTERTAINMENT PROPERTIES LLC.
INCOME STATEMENT
For the Period from December 20, 2021 (Inception) to December 31, 2021
(Audited)

		2021
Revenues	$	-
Cost of revenues		-
Gross profit (loss)		-
Operating expenses
General and administrative		-
Professional Fees		-
Manufacturing		-
Total Operating Expenses		-
Other Income
Other income/expense		-
Total Other Income		-
Net Income (Loss)	$	-

 

The accompanying notes are an integral part of these financial statements.

F/S-6

ONEDOOR STUDIO ENTERTAINMENT PROPERTIES LLC.
STATEMENT OF MEMBER'S EQUITY
For the Period from December 20, 2021 (Inception) to December 31, 2021
(Audited)

	Member Units	Capital contributions	Capital contributions receivable	Retained Earnings	Total Members' Equity
Balance as of December 20, 2021 (Inception)	-	$ -	$ -	$ -	$ -
Issuance of Member Units	72,000	7,200,000	(7,200,000)	-	-
Net Income (Loss)	-	-	-	-	-
Balance as of December 31, 2021	72,000	$7,200,000	-$7,200,000	$0	$0

 

The accompanying notes are an integral part of these financial statements.

F/S-7

ONEDOOR STUDIO ENTERTAINMENT PROPERTIES LLC.
STATEMENT OF CASH FLOWS
For the Period from December 20, 2021 (Inception) to December 31, 2021
(Audited)

	2021
Cash Flows from Operating Activities
Net Income (Loss)		-
Changes in operating assets and liabilities:
Increase (Decrease) in other assets		-
Increase (Decrease) in accounts payable		-
Net Cash provided by (used in) operating activities		-
Cash Flows from Investing Activities
Net cash used in investing activities		-
Cash Flows from Financing Activities
Capital Contributions		-
Net cash used in financing activities		-
Net change in cash and cash equivalents		-
Cash and cash equivalents at beginning of period		-
Cash and cash equivalents at end of period	$	-

 

The accompanying notes are an integral part of these financial statements.

F/S-8

ONEDOOR STUDIO ENTERTAINMENT PROPERTIES LLC.
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021

NOTE 1 – NATURE OF OPERATIONS

One Door Studios Entertainment Properties LLC, (which may be referred to as the "Company", "we," "us," or "our") develops, produces, and distributes motion pictures. The Company was incorporated in Delaware on December 20, 2021. The Company's headquarters are in Santa Barbara, California.

One Door Studios LLC ("1DS LLC") is the sole manager of the Company. The Company is the umbrella/parent LLC which will house future series LLCs for each film as they are being formed. Currently, the Company owns Series Calculated Sequels, which is the only series that has been created. However more will be anticipated to come. Each company will maintain its own books and records and, as of December 31, 2021, have not engaged in any intercompany transactions. Series Calculated Sequels has zero activity. The financials presented are reflective of the balances of the Company and its underlying series LLC as of December 31, 2021.

Since Inception, the Company has relied on contributions from owners to fund its operations. As of December 31, 2021, the Company had not begun operations and will likely incur losses prior to generating positive retained earnings. These matters raise substantial concern about the Company's ability to continue as a going concern (see Note 6). During the next twelve months, the Company intends to fund its operations with funding from a crowdfunding campaign (see Note 7) and funds from revenue producing activities, if and when such can be realized. If the Company cannot secure additional short-term capital, it may cease operations. These financial statements and related notes thereto do not include any adjustments that might result from these uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("US GAAP"). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification ("ASC") and Accounting Standards Updates ("ASU") of the Financial Accounting Standards Board ("FASB").

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Significant estimates inherent in the preparation of the accompanying financial statements include valuation of provision for refunds and chargebacks, equity transactions and contingencies.

Risks and Uncertainties

The Company has a limited operating history. The Company's business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its operations.

Concentration of Credit Risk

F/S-9

The Company maintains its cash with a major financial institution located in the United States of America, which it believes to be credit worthy. The Federal Deposit Insurance Corporation insures balances up to $250,000. At times, the Company may maintain balances in excess of the federally insured limits.

Cash and Cash Equivalents

The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company's checking account. The Company had $0 of cash and cash equivalents as of December 31, 2021.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

• Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
• Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.
• Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

Income Taxes

Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

There is no income tax provision for the Company for the year ending December 31, 2021 as it did not have any operations. The Company is taxed as a passthrough entity and is disregarded for federal income tax purposes.

The Company evaluates its tax positions that have been taken or are expected to be taken on income tax returns to determine if an accrual is necessary for uncertain tax positions. As of December 31, 2021, the unrecognized tax benefits accrual was zero. The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee for the arrangement is fixed or determinable and collectability is reasonably assured. The company is still pre-revenue and has not yet recognized revenue.

Organizational Costs

In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fee, and costs of incorporation, are expensed as incurred.

Advertising

F/S-10

The Company expenses advertising costs as they are incurred. The Company had $0 in advertising costs for the year ended December 31, 2021.

Recent Accounting Pronouncements

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

NOTE 3 – EQUITY

The Company authorized a total of 72,000 member units, $100 per unit. As of December 31, 2021, 72,000 of common units, of which are wholly owned by One Door Studios LLC, were issued and outstanding. Each unit is priced at $100 per unit, however the Company has not yet received any consideration for the 72,000 units issued. The Company plans to fulfill its units receivable via equity crowdfunding and other investments (see Note 7).

NOTE 4 – INCOME TAX PROVISION

The Company intends to file its income tax return for the period ended December 31, 2021 prior to the required due date, which will remain subject to examination by the Internal Revenue Service under the statute of limitations for a period of three years from the date it is filed.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Litigation

The Company is not currently involved with and does not know of any pending or threatening litigation against the Company.

COVID 19

In January 2020, the World Health Organization has declared the outbreak of a novel coronavirus (COVID-19) as a "Public Health Emergency of International Concern," which continues to spread throughout the world and has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus outbreak and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the coronavirus outbreak. Nevertheless, the outbreak presents uncertainty and risk with respect to the Company, its performance, and its financial results.

NOTE 6 – GOING CONCERN

These financial statements are prepared on a going concern basis. The Company began operation in 2021 and incurred a loss since inception. The Company's ability to continue is dependent upon management's plan to raise additional funds and achieve profitable operations. The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern.

NOTE 7 – SUBSEQUENT EVENTS

Crowdfunding Offering

The Company is offering (the "Crowdfunded Offering") up to $7,200,000, with a $72,000 minimum target amount, of securities. The securities being offered are Development Investment Agreements for future profit shares for the Company's films it is developing.

F/S-11

The Company's Series Reg A+ funding offering is being made through the company website, OneDoorStudios.com and is being overseen by Dalmore Group LLC.

Management's Evaluation

Management has evaluated subsequent events through February 22, 2022, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in the financial statements.

F/S-12

Index to Exhibits

Exhibit 2.1 – Certificate of Formation

Exhibit 2.2 – Limited Liability Company Agreement

Exhibit 2.3 – Certificate of Conversion of Protected Series to Registered Series

Exhibit 2.4 – Certificate of Registered Series of Limited Liability Company (Series Calculated Sequels)

Exhibit 2.5 – Certificate of Registered Series of Limited Liability Company (Series Messiah)

Exhibit 2.5 – Certificate of Registered Series of Limited Liability Company (Series Cyrus)

Exhibit 3.1 – Series Designation of Series Calculated Sequels

Exhibit 3.2 – Series Agreement of Series Calculated Sequels

Exhibit 3.3 – First Amendment to Series Agreement of Series Calculated Sequels

Exhibit 4.1 – Form of Profits Units Subscription Agreement

Exhibit 6.1 – Broker-Dealer Agreement

Exhibit 8.1 – Escrow Agreement

Exhibit 11.1 – Consent of Independent Public Accounting Firm

Exhibit 12.1 – Opinion of Stokesbary PLLC

Exhibit 13.1 – Testing-the-Waters Materials

III-1

CERTIFICATE OF FORMATION

OF

ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

 

The undersigned, being an authorized person, for the purpose of forming a limited liability company under the Delaware Limited Liability Company Act, Chapter 18, Title 6, Delaware Code, Section 18-101 et seq., as amended (the "Act"), does hereby certify pursuant to Section 18-201(a) of the Act, as follows:

1. Name of Limited Liability Company. The name of the limited liability company (the "Company") is OneDoor Studios Entertainment Properties LLC.

2. Address of Registered Office; Name of Registered Agent. The address of the registered office of the Company in the State of Delaware is c/o A Registered Agent, Inc., 8 The Green, Suite A, in the City of Dover, County of Kent, 19901. The name of the registered agent for service of process on the Company at such address is A Registered Agent, Inc.

3. Notice of Series Limited Liability Company. The Company shall have the authority to establish one or more series of interests in accordance with Section 18-215(a) of the Act. Notice is hereby given, pursuant to Section 18-215(b) of the Act, that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Company shall be enforceable against the assets of such series only and not against the assets of the Company generally or any other series thereof, and unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of such series.

This Certificate of Formation was duly executed in accordance with and is being filed pursuant to the provisions of Section 18-201 of the Act.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 20 day of December, 2021.

ONE DOOR STUDIOS LLC, a Utah limited    liability company
Its Manager

By: /s/ Jason Brents      
Name: Jason Brents
Title: Manager

LIMITED LIABILITY COMPANY AGREEMENT

of

ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

dated as of

March 18, 2022

THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT OR ANY SERIES AGREEMENT OF ITS SERIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

Page 1 of 53

LIMITED LIABILITY COMPANY AGREEMENT
of
ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is dated as of the 18th day of March 2022 ("Effective Date"), by and among (i) OneDoor Studios Entertainment Properties LLC, a Delaware limited liability company ("Company"), (ii) One Door Studios LLC, a Utah limited liability company ("Manager"), and (iii) certain other Persons from time to time that execute a counterpart hereto or a Joinder (as defined below) (each of the foregoing a "Party" and collectively the "Parties").

Article I

General Provisions

Section 1.1 Name. The name of this limited liability company is OneDoor Studios Entertainment Properties LLC. The business of the Company and its Series may be conducted under any other name or names, as determined by the Manager.

Section 1.2 Effect of the Act. The full and complete provisions of the Act are incorporated herein by reference. As contemplated by the Act, except as otherwise provided for in this Agreement, the business and internal affairs of the Company and its Series, including the rights and duties of the Members, Series Members, and Manager, will be governed by the Act as in effect on the Effective Date of this Agreement and as may be amended thereafter from time to time.

Section 1.3 Definitions. The following terms have the following meanings herein, unless otherwise clearly indicated to the contrary, or as otherwise defined in a Series Agreement with respect to an applicable Series.

"Abandonment Costs" means all fees, costs, and expenses incurred in connection with any Asset proposals or development pursued by the Company, the Manager, or a Series that do not proceed to completion.

"Acquisition Expenses" means, in respect of a Series, the following fees, costs, and expenses allocable to such Series (or such Series' pro rata share of any such fees, costs, and expenses allocable to the Company) and incurred in connection with the evaluation, discovery, investigation, development, acquisition, or disposition of an Asset, including brokerage and sales fees and commissions (but excluding the Brokerage Fee), appraisal fees, registration fees, research fees, transfer taxes, third party industry and due diligence experts, bank fees and interest, transportation costs, travel and lodging for inspection purposes, technology costs, photography and videography expenses, and any blue sky filings required in order for the Units of such Series to be made available to Profits Members in certain states, and similar costs and expenses incurred in connection with the evaluation, discovery, investigation, development, acquisition, or disposition of any Assets.

"Act" means the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), as may be amended from time to time, and any successor thereto.

"Adjusted Capital Account" means the Capital Account of a Member or Series Member reduced by any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) and increased by any amounts that such Member or Series Member is obligated by law or the terms of this Agreement to restore.

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"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under direct or indirect common control with such Person. As used in this definition, the term "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract, by agreement, or otherwise.

"Affiliate Transactions" has the meaning set forth in Section 6.7 of this Agreement.

"Aggregate Ownership Limit" means, in respect of an issuance of Units hereunder, not more than ten percent (10%) of the aggregate Outstanding Units of a Series, and in respect of a Transfer, not more than Nineteen and 99/100 percent (19.99%) of the aggregate Outstanding Units of a Series, or in both cases, such other percentage set forth in the applicable Series Designation or Series Agreement or as determined by the Manager in its sole discretion and as may be waived by the Manager in its sole discretion.

"Agreement" has the meaning set forth in the preamble hereto.

"Asset Management Fee" has the meaning set forth in Section 6.4(a) of this Agreement.

"Assets" means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal, or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

"Broker" means any Person who has been appointed on behalf of the Company or its Series (as the Manager may select in its sole discretion) and specified in any Series Designation or Offering Document to provide execution and other services relating to an offering of Units by the Company or its Series, or its successors from time to time, or any other broker in connection therewith.

"Brokerage Fee" means any fee payable to a Broker for the purchase by any Person of Unit(s) in an offering by the Company or a Series equal to an amount agreed between the Manager and the Broker from time to time.

"business day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in the State of Delaware are authorized or required to close.

"Capital Account" has the meaning set forth in Section 7.1 of this Agreement.

"Capital Contribution" means, with respect to any Member or Series Member, the amount of cash and the initial value, as determined by the Manager, of any other property contributed or deemed contributed to the capital of the Company or a Series by or on behalf of such Member or Series Member, reduced by the amount of any liability assumed by Company or such Series relating to such property and any liability to which such property is subject.

"Certificate of Formation" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware, as amended or restated from time to time.

"Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor thereto.

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"Company" has the meaning set forth in the preamble hereto.

"Company Management Fee" has the meaning set forth in Section 6.4(a) of this Agreement.

"Company Unit" has the meaning set forth in Section 4.3(a)(i) of this Agreement.

"Confidential Information" has the meaning set forth in Section 10.4 of this Agreement.

"Conversion" has the meaning set forth in Section 14.6 of this Agreement.

"Covered Person" means the Manager, Member(s), Voting Member(s), each of the foregoing Person's Affiliates, any officers, directors, managers, members, employees, shareholders, partners, agents, and consultants of any of the foregoing, in such Person's capacity as such, if serving at the request of the Manager.

"Dispute" has the meaning set forth in Section 14.8(b) of this Agreement.

"Distributable Cash" means net proceeds of the Company or a particular Series, as applicable (which may be more precisely or otherwise defined in any Series Agreement with respect to a particular Series), minus, if and as applicable, any Management Fee, Asset Management Fee, Operating Expenses, any amounts paid or payable to, or reserved by, the Manager in accordance with Section 6.4, and Preferred Return, as applicable.

"Distribution" means cash paid to Member(s), Voting Members, or Profits Members on account of their Units in the Company or a Series, in accordance with this Agreement and any applicable Series Agreement.

"Drag-Along Member" has the meaning set forth in Section 9.7(a) of this Agreement.

"Drag-Along Notice" has the meaning set forth in Section 9.7(b) of this Agreement.

"Drag-Along Right" has the meaning set forth in Section 9.7(a) of this Agreement.

"Drag-Along Sale" has the meaning set forth in Section 9.7(a) of this Agreement.

"Effective Date" has the meaning set forth in the preamble hereto.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Expenses" has the meaning set forth in Section 6.5(a) of this Agreement.

"Fair Market Value" means, with respect to any Units or other property, an amount determined by the Manager in good faith using its reasonable business judgment to be the fair market value of those Units or property based upon the relevant facts and circumstances existing at the applicable time of determination. For the avoidance of doubt, the determination of Fair Market Value may be based on (among other things) the amounts that would be distributable in respect of such Units under the terms of this Agreement, and any adjustments necessary to reflect the portion of any Distributions that were previously made in respect of such Units, and the purchase price that a willing buyer having all relevant knowledge

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would pay a willing seller for the Units in an arms' length transaction, with any applicable discounts for illiquidity, lack of control, or non-transferability.

"Fiscal Year" means the fiscal year of the Company, which shall be the calendar year, or such other fiscal year as determined by the Manager.

"Indemnified Person" means (a) any Person who is or was an Officer of the Company or a Series, (b) any Person who is or was a Manager, together with its officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents, representatives, or independent contractors, (c) any Person who is or was serving at the request of the Company or its Series as an officer, director, member, manager, partner, fiduciary, or trustee of another Person; provided, that, except to the extent otherwise set forth in a written agreement between such Person and the Company or a Series, a Person shall not be an Indemnified Person by reason of providing, on a fee for services basis, trustee, fiduciary, administrative, or custodial services, and (d) any Person the Manager designates as an "Indemnified Person" for purposes of this Agreement.

"Initial Capital Contribution" has the meaning set forth in Section 4.2(a) of this Agreement.

"Initial Public Offering" means an initial public offering and sale of the equity securities of the Company or its Series pursuant to an effective registration statement filed with the SEC under the Securities Act or any other registration (or similar filing) with any internationally recognized stock exchange of the Company.

"Investment Advisers Act" means the Investment Advisers Act of 1940, as amended.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"Joinder" means a Joinder Agreement in substantially the form attached hereto as Exhibit A.

"Liabilities" means all debts, liabilities, expenses, costs, charges, obligations, and reserves incurred by, contracted for, or otherwise existing.

"Liquidator" means one or more Persons selected by the Manager to perform the functions described in Section 12.2 as liquidating trustee of the Company or a Series, as applicable, within the meaning of the Act.

"Majority Approval" has the meaning set forth in Section 4.7 of this Agreement.

"Manager" means, as the context requires, the manager of the Company set forth in the preamble hereto or as otherwise determined in accordance with this Agreement.

"Member" means, as of any date of determination, any owner of one (1) or more Company Unit(s) as reflected on Company's books and records, subject to the requirements set forth herein for admission as a Member of the Company.

"Membership Unit" has the meaning set forth in Section 4.3(a)(ii) of this Agreement.

"National Securities Exchange" means an exchange registered with the U.S. Securities and Exchange Commission under Section 6(a) of the Exchange Act.

"Offer" has the meaning set forth in Section 9.7(a) of this Agreement.

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"Offered Units" has the meaning set forth in Section 9.5(a) of this Agreement.

"Offering Document" means, with respect to any Series or the Units of any Series, the prospectus, offering memorandum, offering circular, private placement memorandum, or other offering documents related to the offering of such Units, in the form approved by the Manager.

"Offeror" has the meaning set forth in Section 9.7(a) of this Agreement.

"Officers" has the meaning set forth in Section 6.1(i) of this Agreement.

"Operating Account" has the meaning set forth in Section 7.2 of this Agreement.

"Operating Expenses" means in respect of each Series, all fees, costs, and expenses allocable to such Series or such Series' pro rata share of any such fees, costs, and expenses allocable to the Company, including, without limitation, the following:

(i) any and all fees, costs, and expenses incurred in connection with the management of an Asset, including import taxes, income taxes, annual registration fees, transportation, storage, marketing, security, maintenance, refurbishment, perfection of title, and utilization of the Asset;

(ii) any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the Manager, in connection with the Series;

(iii) any withholding or transfer taxes imposed on the Company or a Series or any of the Series Members as a result of its or their earnings, investments, or withdrawals;

(iv) any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements;

(v) any other taxes applicable to such Series or on account of its operations or ownership;

(vi) any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series, or in connection with the affairs of the Company or a Series;

(vii) the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series;

(viii) fees incurred in connection with the maintenance of bank or custodian accounts;

(ix) all custodial fees, costs, and expenses in connection with the holding of an Asset or Units;

(x) any fees, costs, and expenses of a third party registrar and transfer agent appointed by the Manager in connection with a Series;

(xi) fees, costs, and expenses incurred in connection with making any tax filings on behalf of each Series;

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(xii) fees related to or associated with the development, licensing, operation, utilization, or otherwise related to the Platform;

(xiii) the cost of audit of the Company's financial statements and the preparation of its tax returns and circulation of reports to Profits Members as may be required hereunder or under any applicable Series Agreement;

(xiv) any indemnification payments to be made pursuant to Section 6.5;

(xv) the fees and expenses of the Company's or a Series' counsel in connection with advice directly relating to the Company's or a Series' legal affairs;

(xvi) the costs of any outside appraisers, valuation firms, accountants, attorneys, or other experts or consultants engaged by the Manager in connection with the operations of the Company or a Series; and

(xvii) any similar expenses that may be determined by the Manager in its sole discretion to be Operating Expenses.

"Option Event" means any of the following events: (i) the long-term incapacity of a Series Member or a natural person that controls a Series Member that is an association, partnership, or other entity; (ii) expulsion or dissociation of a Series Member pursuant to the Act; (iii) the inability or refusal of a Series Member to pay his/her/its debts generally as they become due; (iv) any assignment of Units by a Series Member for the benefit of the Series Member's creditors in violation of the terms of this Agreement or applicable Series Agreement; (v) the filing by a Series Member of a voluntary petition in bankruptcy or similar insolvency proceedings; (vi) the irrevocable dissolution or termination of a Series Member who is an association, partnership, or other entity; provided, however, the foregoing does not include the domestication of any entity that is a Series Member or the conversion of such entity to another entity type, or (vii) the filing against a Series Member of an involuntary petition in bankruptcy or similar insolvency proceeding that is not dismissed within sixty (60) days.

"Option Member" has the meaning set forth in Section 9.2(a) of this Agreement.

"Outstanding" means all Units (or Units of a particular Unit Class or with respect to a particular Series) that are issued by the Company or its Series, as applicable, and reflected as outstanding on its books and records as of the date of determination.

"Party" or "Parties" has the meaning set forth in the preamble hereto.

"Permitted Transfers" means, subject to approval of the Manager, (i) a Transfer by a Member to another Member and (ii) any other Transfer properly completed through the Platform.

"Person" means an individual, corporation, firm, partnership, joint venture, association, limited liability company, estate, trust, business association, organization, unincorporated entity, governmental entity, or other entity.

"Platform" means a web-based investment platform through which the Company presents details regarding any offering of its Units or provides Members or potential Members with information and subscription and qualification documents related thereto, as may be developed or implemented by or on behalf of the Company or a Series from time to time, and any successor or alternative platform made available by the Company for such foregoing purposes, in the sole and absolute discretion of the Manager.

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"Preferred Return" means, with respect to each Series and each Profits Member of such Series, as of any date of determination, a percentage as set forth in such Series Agreement or in the applicable Profits Member's Subscription Agreement with respect to such Profits Units, of the Capital Contribution of such Profits Member allocable to such Series.

"Procedure" has the meaning set forth in Section 14.8(b) of this Agreement.

"Proceeding" means any action, claim, suit, investigation, or arbitration or proceeding involving the Company's activities, whether at law or in equity, and whether by or before any court, arbitrator, governmental body, or other administrative, regulatory, or other agency or commission.

"Profit" or "Loss" means the income or loss of the Company or a Series, as applicable, as determined under the capital accounting rules of Regulations Section 1.704-1(b)(2)(iv) for purposes of adjusting the Capital Accounts of Member(s) or Series Members, as applicable, including, without limitation, the provisions of Sections 1.704-1(b)(2)(iv)(g) and 1.704-1(b)(4) of those Regulations relating to the computation of items of income, gain, deduction, and loss.

"Profits Member" means, as of any date of determination, any owner of one (1) or more Profits Unit(s) of a particular Series as reflected on Company's or such Series' books and records, subject to the requirements set forth herein for admission as a Series Member of such Series.

"Profits Unit" has the meaning set forth in Section 4.3(a)(iii) of this Agreement.

"Proposed Transferee" has the meaning set forth in Section 9.5(a) of this Agreement.

"Redemption Notice" has the meaning set forth in Section 9.2(b) of this Agreement.

"Redemption Option" has the meaning set forth in Section 9.2(b) of this Agreement.

"Regulations" means the applicable provisions of the income tax regulations, including temporary regulations, promulgated under the Code.

"ROFR Notice" has the meaning set forth in Section 9.5(a) of this Agreement.

"ROFR Party" has the meaning set forth in Section 9.5(b) of this Agreement.

"Securities Act" means the Securities Act of 1933, as amended.

"Selling Member" has the meaning set forth in Section 9.7(a) of this Agreement.

"Selling Member's Offered Units" has the meaning set forth in Section 9.7(a) of this Agreement.

"Selling Party" has the meaning set forth in Section 9.5(a) of this Agreement.

"Series" has the meaning set forth in Section 3.1 of this Agreement.

"Series Account" has the meaning set forth in Section 7.2 of this Agreement.

"Series Agreement" means a separate, abbreviated limited liability company agreement of a Series, to be executed by the Manager and adopted by the Series Members either by execution or Joinder.

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"Series Designation" has the meaning set forth in Section 3.1 of this Agreement.

"Series Member" means, as of any date of determination, any owner of one (1) or more Membership Unit(s) or Profits Unit(s) of a particular Series as reflected on Company's or such Series' books and records, subject to the requirements set forth herein for admission as a Series Member of such Series, and includes, without limitation, Voting Members and Profits Members.

"Series Subsidiary" means any single purpose limited liability company formed by the Manager to take title to individual Assets.

"Sourcing Fee" means any sourcing fee paid or payable as consideration for assisting in the sourcing of Asset(s), to the extent not waived by the Manager in its sole discretion.

"Spousal Consent" has the meaning set forth in Section 14.13 of this Agreement.

"Subscription Agreement" means a subscription agreement, investment agreement, award agreement, or other documentation evidencing or describing the Company's or its Series' issuance of Unit(s) to a Person.

"Successor" has the meaning set forth in Section 14.6 of this Agreement.

"Tax Matters Member" has the meaning set forth in Section 8.2 of this Agreement.

"Transfer" or "Transferred" means and includes a sale, transfer, assignment, gift, donation, exchange, conveyance, conversion, pledge, hypothecation, subjection to a security interest, encumbrance, or other disposition of legal or equitable rights associated with a Unit, whether voluntarily, involuntarily, by operation of law, and whether in whole or in part.

"Unit" means an interest representing a fractional part of the aggregate interests in the Profits, Losses, and Distributions of the Company or its Series and includes, as of the Effective Date, Company Unit(s) with respect to the Company and Membership Unit(s) and Profits Unit(s) with respect to its Series; provided, however, each holder of any Unit Class that is a Member or Series Member has the relative rights, powers, duties, and obligations specified with respect to such Unit Class in this Agreement or in any applicable Series Agreement or in such other authorization adopted by the Manager from time to time in accordance herewith attributable to such Unit Class.

"Unit Class" has the meaning set forth in Section 4.3(a) of this Agreement.

"Unpaid Yield" means, with respect to each Series and each Profits Member of such Series, as of any date of determination, the aggregate Preferred Return earned by such Profits Member on the Capital Contributions made by such Profits Member attributable to such Series minus the total amount previously distributed to that Profits Member of such Series with respect to such Capital Contribution pursuant to this Agreement.

"Voting Member" means, as of any date of determination, any owner of one (1) or more Membership Unit(s) of a particular Series as reflected on such Series' books and records, subject to the requirements set forth herein for admission as a Series Member of such Series.

Section 1.4 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement includes the corresponding masculine, feminine, or neuter forms, and the singular form of

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nouns, pronouns, and verbs include the plural and vice versa; (b) references to paragraphs, Articles, and Sections refer to paragraphs, Articles, and Sections of this Agreement; (c) the term "include" or "includes" means includes, without limitation, and "including" means including, without limitation; (d) the words "herein," "hereof," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision; (e) "or" has the inclusive meaning represented by the phrase "and/or"; (f) references to agreements and other documents include all subsequent amendments and other modifications thereto; (g) references to any Person includes all predecessors of such Person, as well as all permitted successors, assigns, executors, heirs, legal representatives, and administrators of such Person; and (h) any reference to any statute or regulation includes any implementing legislation and any rules made under that legislation, statute, or statutory provision, whether before, on, or after the Effective Date, as well as any amendments, restatements, or modifications thereof, as well as all statutory and regulatory provisions consolidating or replacing the statute or regulation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting this instrument or causing any instrument to be drafted.

Article II

ORGANIZATION

Section 2.1 Formation. The Company has been formed as a series limited liability company pursuant to Section 18-215 of the Act. Except as expressly provided to the contrary in this Agreement or an applicable Series Agreement with respect to a Series, the rights, duties, liabilities, and obligations of the Member(s) and Series Members and the administration, dissolution, and termination of the Company and each Series shall be governed by the Act.

Section 2.2 Not a Partnership under the Act. The Member(s) and Series Members have not, and expressly do not, intend to form a partnership under the Act. The Member(s), Series Members, or assignee(s) of Unit(s), do not intend to be partners to one another, or partners to any third party. To the extent any Member, Series Member, or assignee of Unit(s), by work or action, represents to another Person that any Member, Series Member, or assignee of Unit(s), is a partner or that the Company or any of its Series is a partnership, the Person making such wrongful representation is liable to any other Member or Series Member who incurs personal liability by reason of such wrongful representation.

Section 2.3 Principal Office and Registered Agent. The Company may locate its principal place of business at any place or places as the Manager may from time to time deem advisable. The Manager is authorized to execute and file on behalf of the Company and any Series all necessary or appropriate documentation required to establish a Series or transact or continue to transact business within any state in which the nature of the activities or property ownership requires qualification. The registered agent and office of the Company for service of process within the State of Delaware is that statutory agent as set forth in the Company's Certificate of Formation or other appointment of agent filed with the Delaware Secretary of State, as may be amended by the Manager in its sole discretion from time to time.

Section 2.4 Purpose. The purpose of the Company and, unless otherwise provided in the applicable Series Designation or Series Agreement, each Series, is to (a) promote, conduct, or engage in, directly or indirectly, any business, purpose, or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Act, (b) acquire, develop, create, produce, hold, or monetize interests in Assets that are within the objectives of a particular Series, and exercise all of the rights and powers conferred upon the Company and each Series with respect to such Assets, and (c) conduct any and all activities necessary, appropriate, advisable, convenient, related, or incidental to the foregoing purposes.

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Section 2.5 Powers. The Company, each Series, and, subject to the terms of this Agreement and any applicable Series Agreement, the Manager are empowered to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes described in Section 2.4.

Section 2.6 Term. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Delaware Secretary of State pursuant to the provisions of the Act. The existence of each Series shall commence upon the effective date of the Series Designation establishing such Series, as provided in Section 3.1. The term of the Company and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of Article XII.

Section 2.7 Title to Assets. Title to any Assets, whether real, personal, or mixed and whether tangible or intangible, shall be deemed to be owned by the Series actually owning such Assets, and no Member or Series Member, individually or collectively, will have any ownership interest in such Assets or any portion thereof by virtue of their ownership of Units. Title to any or all of the Assets of a Series may be held in the name of the relevant Series or one or more nominees or Series Subsidiaries, as the Manager may determine. All Assets allocable to a Series shall be recorded by the Manager as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to the Assets is actually held.

Section 2.8 Certificate of Formation. The Certificate of Formation has been filed with the Delaware Secretary of State, such filing being hereby confirmed, ratified, and approved in all respects. The Manager will use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification, and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series is required to register. To the extent that the Manager determines such action to be necessary or appropriate, the Manager will, or will direct the appropriate Officers or agents to, file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the Act or the laws of any other state in which the Company or any Series is required to register or qualify to do business, and if an Officer or other Person is so directed, such Officer or Person shall be an "authorized person" of the Company and, unless otherwise provided in a Series Designation, each Series, within the meaning of the Act for purposes of filing any such certificate with the Delaware Secretary of State. The Company is not required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document, any Series Designation, or any amendment to any of the foregoing to any Member or Series Member.

Article III

SERIES OF THE COMPANY

Section 3.1 Establishment of Series. Subject to the provisions of this Agreement, the Manager may, at any time and from time to time, by a written action or actions (each a "Series Designation"), establish one (1) or more series of the Company as provided in Section 18-215 of the Act (each a "Series"). The Series Designation establishing a Series shall relate solely to the Series established thereby and shall not be construed (a) to affect the terms and conditions of any other Series, or (b) to designate, fix, or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities, and obligations in respect of Units associated with the Company or any other Series, or the Members or Series Members of any other Series. The terms and conditions for each Series established pursuant to this Section 3.1 shall be as set forth in this Agreement and the Series Designation and Series Agreement, if any, for the Series. Upon approval of any Series Designation by the Manager, such Series Designation shall be kept with the Company records and the records of such Series. In establishing a Series, the Manager may also, but is not required to, create and execute a Series Agreement, designate and obtain fictitious names or other filings,

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employer identification numbers, bank accounts, and such other acts to differentiate a Series from the Company and its other Series, as the Manager may determine in its sole and absolute discretion from time to time.

Section 3.2 Series Operation. Each Series shall operate to the extent practicable as if it were a separate limited liability company. Accordingly, references to the Company herein will, unless and only to the extent the context otherwise requires, be interpreted to treat each individual Series severally.

Section 3.3 Series Designation and Series Agreement. The Series Designation establishing a Series, or its Series Agreement, may (i) specify a name or names under which the business and affairs of such Series may be conducted, (ii) designate, fix, and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities, and obligations in respect of Units of such Series and the Series Members associated therewith (to the extent such terms differ from those set forth in this Agreement), and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Manager amending any Series Designation) shall be effective when a duly executed original of the same is included by the Manager among the permanent records of the Company. The Series Designation establishing a Series or its Series Agreement may set forth specific provisions governing the rights of such Series against a Series Member of such Series who fails to comply with the applicable provisions of this Agreement or the applicable Series Agreement. In the event of a conflict between the terms and conditions of this Agreement and a Series Designation or Series Agreement, the terms and conditions of the Series Designation or Series Agreement with respect to such Series shall prevail.

Section 3.4 Series Agreements. Upon the establishment of a Series, the Manager will cause to be drafted a Series Agreement, with such provisions as may be necessary, appropriate, or desirable for operation of such Series and meeting its specific business objectives, including Unit Classes that may have preferential rights to return of capital over other Unit Classes, all as determined by the Manager in its sole and absolute discretion. A Series Agreement may also include, without limitation, the following information with respect to such Series: business purpose; Assets; characteristics; Capital Contribution requirements; investment strategies; and rights, powers, and duties with respect to management, control, and disposition of Assets.

Section 3.5 Recordkeeping. The Manager will maintain a list of all Series created hereunder and the respective Series Members (and category of Series Members) and Units (and the Unit Class of such Units) owned by such Series Members. The Manager shall periodically update such lists as necessary to keep the information contained therein up-to-date, including, without limitation, the establishment of additional Series, the admission or disassociation of Series Members, and all relevant contact information. The Manager shall cause each Series to maintain separate and distinct records for itself and its Subsidiaries and Assets. All Assets and Liabilities associated with a Series shall be accounted separately from the other Assets and Liabilities of the Company or any other Series.

Section 3.6 Assets and Liabilities Associated with a Series.

(a) Assets Associated with a Series. All Assets of a Series shall, subject to the provisions of this Agreement, be held for the benefit of the Series Members associated with such Series, and not for the benefit of the Members or Series Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Company separately from any Assets associated with the Company generally or any other Series. Such Assets are herein referred to as "Assets associated with" such particular Series. In the event there are any Assets in relation to the Company that, in the Manager's reasonable judgment, are not readily associated with a particular Series, the Manager may allocate such Assets to, between, or among any one (1) or more of the Company and its Series in such

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manner and on such basis as the Manager deems fair and equitable, and any Asset so allocated to a particular Series shall thereupon be deemed to be an Asset associated with that Series. Each allocation by the Manager pursuant to the provisions of this Section 3.6(a) shall be conclusive and binding upon the Member(s) and the Series Members associated with each and every Series. Separate and distinct records will be maintained for each and every Series, and the Manager will not commingle the Assets of one Series with the Assets of any other Series. Each Series Member of a particular Series irrevocably waives any right that he/she/it may have to maintain an action for partition with respect to his/her/its Units in the Company or any Series or any Assets. Any corporation, brokerage firm, or transfer agent called upon to transfer any Assets to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Manager or its agents without inquiry as to the authority of the person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.

(b) Liabilities Associated with a Series. All Liabilities with respect to a particular Series shall be charged against the Assets associated with that Series. Such Liabilities are herein referred to as "Liabilities associated with" such particular Series. In the event there are any Liabilities in relation to the Company that, in the Manager's reasonable judgment, are not readily associated with a particular Series, the Manager may allocate and charge such Liabilities (including indemnification obligations) to, between, or among any one or more of the Company and its Series, in such manner and on such basis as the Manager deems fair and equitable, and any Liability so allocated and charged to a particular Series shall thereupon be deemed to be a Liability associated with that Series. Each allocation by the Manager pursuant to the provisions of this Section 3.6(b) shall be conclusive and binding upon the Member(s) and the Series Members associated with each and every Series. All Liabilities associated with a Series shall be enforceable against the Assets associated with that Series only, and not against the Assets associated with any other Series or the Company generally, and except to the extent set forth above, no Liabilities shall be enforceable against the Assets associated with any Series prior to the allocation and charging of such Liabilities as provided herein. Any allocation of Liabilities that are not readily associated with a particular Series to, between, or among one or more of the Company and its Series shall not represent a commingling of such Series to pool capital for the purpose of carrying on a trade or business or making common investments and sharing in profits and losses therefrom. The Manager has caused notice of this limitation on inter-Series Liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18-215(b) of the Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-207 of the Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Notwithstanding any other provision of this Agreement or any Series Agreement, no Distribution on or in respect of Units in a particular Series, including, for the avoidance of doubt, any Distribution made in connection with the winding up of such Series, will be effected by the Company other than from the Assets associated with that Series, nor shall any Series Member or former Series Member associated with such Series have any right or claim against the Assets associated with any other Series. Each Series Member shall nevertheless be liable for his/her/its obligations to make Capital Contributions pursuant to the applicable Series Agreement and his/her/its Subscription Agreement.

Section 3.7 Subsidiaries of Series. The Manager may, but is not required to, form Series Subsidiary(ies) on behalf of a Series as necessary or convenient to (i) purchase Assets in accordance with the objectives of such Series, (ii) dispose of Assets of the Series, (iii) collect revenue from Asset performance, (iv) take title to Assets, (v) borrow money in order to finance Assets, or (vi) any other purpose as determined by the Manager. If a Series Subsidiary is formed, the sole member of the Series Subsidiary will be the Series, and the Manager shall retain management control of the Series Subsidiary on behalf of the Series and its Series Members.

Section 3.8 Affiliates of the Manager. The Manager or any Affiliate of the Manager may provide or participate in management, Asset management, or other Asset-related services or any other services for any Series or Series Subsidiaries, or may be a party to contracts related to developing, selling, or purchasing

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Assets. Such services and contracts shall not be considered a conflict of interest nor will contracts related thereto require the consent of any Person other than as specifically provided herein or in an applicable Series Agreement with respect to such Series.

Article IV

MEMBERS AND UNITS

Section 4.1 Members.

(a) In order for a Person to become a Member of the Company following the Effective Date or a Series Member of a Series following the establishment of such Series by a Series Designation, in consideration of becoming a Member or Series Member, as applicable, (i) such Person must acquire Unit(s) of the Company or a particular Series in accordance with the terms of this Agreement and/or the applicable Series Agreement (whether directly from the Company or such Series or by Transfer in accordance with this Agreement), (ii) such Person must agree to be bound by the terms of this Agreement and, if applicable, the applicable Series Agreement, by completing, signing, and delivering to the Manager a completed Joinder, (iii) the Manager, in its sole and absolute discretion, must approve the admittance of such Person as a Member of the Company or a Series Member of the Series, as applicable, and (iv) such Person must be listed by the Manager on the books and records of the Company as a Member of the Company or a Series Member of the Series. If items (i), (ii), (iii), and (iv) above have not been satisfied with respect to a Person, such Person will not be deemed to be a Member or Series Member, as applicable, and will have no rights with respect to any Units of the Company or its Series.

(b) The Manager may withhold its consent to the admission of any Person as a Member or Series Member for any reason, including, without limitation, if it determines in its sole discretion that such admission could (i) result in too many Series Members of any Series at any particular time, as provided in the Exchange Act, (ii) cause such Person's holdings to be in excess of the Aggregate Ownership Limit, (iii) adversely affect the Company or any Series or subject the Company, the Manager, any Series, or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, the Manager, any Series, or any of their respective Affiliates to any tax to which it would not otherwise be subject, (iv) result in the Company being required to register as an investment company under the Investment Company Act, (v) cause the Manager or any of its Affiliates to be required to register under the Investment Advisers Act, (vi) cause the assets of the Company to be treated as "plan assets" as defined in Section 3(42) of ERISA, or (vii) result in a loss of (A) "partnership" or "disregarded entity" status, as applicable, for each Series for U.S. federal income tax purposes or the termination of the Company for U.S. federal income tax purposes or (B) if applicable, corporation taxable as an "association" status for U.S. federal income tax purposes of any Series or termination of any Series for U.S. federal income tax purposes if the Manager has chosen such tax status for such Series in accordance with this Agreement.

(c) The name, mailing address, and electronic mail address of each Member and Series Member will be listed on the books and records of the Company and each Series maintained for such purpose by the Company and each Series. The Manager will update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.

(d) Except as otherwise provided in the Act and subject to Section 4.1(e) and the Series Designation establishing such Series, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member(s) and Series Members shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member or Series Member.

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(e) Except as otherwise provided in the Act, the debts, obligations, and liabilities of a Series, whether arising in contract, tort, or otherwise, will be solely the debts, obligations, and liabilities of such Series, and not of any other Series or the Company. In addition, the Member(s) and Series Members shall not be obligated personally for any such debt, obligation, or liability of any Series solely by reason of being a Member or Series Member, whether of such Series or otherwise.

(f) If a Member or Series Member ceases to be a Member or Series Member, as applicable, whether as a result of the Transfer or redemption of all of his/her/its Units or the liquidation in accordance with Section 12.3 of the only Series of which a Series Member is actually a Series Member, the Manager will update the records of the Company to reflect the change in roster of Members or Series Members, as applicable. Upon such update by the Manager, any Units issued to or otherwise owned by and retained by such former Member or Series Member will be null and void.

(g) Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member or Series Member, on the other hand, any Member or Series Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company or a Series. None of the Company, any Series, or any of the other Member(s) or Series Members shall have any rights by virtue of this Agreement or any Series Agreement in any such business interests or activities of any such Member or Series Member in accordance with the foregoing.

Section 4.2 Capital Contributions.

(a) Initial Capital Contributions. The Member(s) and Series Members have made or shall make an initial Capital Contribution in the amount shown on such Member's or Series Member's applicable Subscription Agreement for the purchase of Unit(s) (the "Initial Capital Contribution" for each such Member or Series Member).

(b) Additional Capital Contributions. No Member or Series Member will be required to make Capital Contributions other than their Initial Capital Contributions. If a Series' funds are insufficient to meet the needs of the Series, the Manager may, but is not required to, notify its Series Members of the need for additional capital and in such event such Series Members may, but are not required to, make additional Capital Contributions to the Series on a pro rata basis. In the event such shortfall is not met by all such Series Members making additional Capital Contributions proportionate to their Units, the Manager will recalculate the ownership amounts of the Series Members of such Series after collection of any additional Capital Contributions by: (1) calculating the sum of each such Series Member's Initial Capital Contributions plus their additional Capital Contributions, and (2) dividing this amount by the sum of the total Initial Capital Contributions and additional Capital Contributions of all Series Members of such Series. If the Series Members make disproportionate additional Capital Contributions, the Units of the Series Members of such Series who made additional Capital Contributions may also be proportionately increased or the Units of the Series Members of such Series who did not make additional Capital Contributions may be proportionately decreased, in either case so as to adjust their relative percentage interests in accordance with this Section 4.2(b).

(i) In the event the existing Series Members of such Series do not voluntarily make additional Capital Contributions in amounts sufficient to meet a Series' needs, or the Manager elects not to seek additional Capital Contributions from such Series Members, the Manager may seek the needed capital from other sources, which may include a loan from the Manager, a Member, a Series Member of such Series, another Series (or its Series Members), a third party, or the sale of additional Units in such Series to new Series Members.

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(ii) The Series Members hereby acknowledge and agree that noncontributing Series Members' Units or relative percentage interests in a Series may be reduced: (A) as a result of additional Capital Contributions made by contributing Series Members, or (B) by the sale of additional Units to new Series Members; and that the Manager is authorized to take any such action on behalf of a Series if additional funds are needed to meet the Series' business objectives.

(c) Except to the extent expressly provided in this Agreement or any Series Agreement: (i) no Member or Series Member will be entitled to the withdrawal or return of his/her/its Capital Contribution, except to the extent, if any, that Distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent so provided; (ii) no interest shall be paid by the Company or any Series on any Capital Contributions; and (iii) no Member or Series Member, in his/her/its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the Company's or any Series' name, or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member or Series Member, as applicable.

Section 4.3 Authorization to Issue Units.

(a) A Member's ownership of the Company or a Series Member's ownership of a Series will be denominated and represented in the form of a numerical amount of Units of the Company or such Series as recorded in the books and records of the Company and will be uncertificated, unless otherwise determined by the Manager, and may be issued or managed by the Platform if authorized by the Manager. The Company is authorized to issue fractional Units. The authorized Units that the Company or its Series has authority to issue consist of such number of Units and such class of Units, which may be common, preferred, profits interest, incentive, performance, or other units, whether voting or nonvoting, as determined by the Manager from time to time (each a "Unit Class"). The Manager has the sole discretion to authorize the creation of Unit Classes and the issuance by the Company or any Series of equity securities, including Units, and to update the books and records of the Company to reflect such authorizations or issuances or change in the roster of Members, Voting Members, or Profits Members, as applicable. As of the Effective Date, the authorized Unit Classes are as follows:

(i) Company Units. The Company is authorized to sell and issue Company Units. Each "Company Unit" represents a voting interest in the Company and is entitled to (A) allocations of Profits and Losses of the Company and Distributions of Distributable Cash of the Company as declared in accordance with this Agreement, and (B) one (1) vote on all matters to be voted upon by the Member(s) of the Company.

(ii) Series Membership Units. Each Series is authorized to sell and issue Membership Units. Each "Membership Unit" represents a voting interest in an applicable Series, and is entitled to (A) allocations of Profits and Losses of such Series and Distributions of Distributable Cash of such Series as declared in accordance with this Agreement and/or the applicable Series Agreement for such Series, and (B) one (1) vote on all matters to be voted upon by such Series' Voting Member(s).

(iii) Series Profits Units. Each Series is authorized to sell and issue Profits Units. Each "Profits Unit" represents a non-voting, solely economic interest in an applicable Series, and is entitled to only allocations of Profits and Losses of such Series and Distributions of Distributable Cash of such Series as declared in accordance with this Agreement and/or the applicable Series Agreement for such Series.

(b) The Company or any Series may issue Units and options, rights, and warrants relating to Units, for any Company or Series purpose at any time and from time to time to such Persons for

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such consideration (which may be cash, property, services, or any other lawful consideration) or for no consideration and on such terms and conditions as the Manager determines from time to time, all without the need for approval of the Members or Series Members. Each Unit has the rights and will be governed by the provisions set forth in this Agreement or the applicable Series Agreement.

(c) In addition to the Unit Classes described in Section 4.3(a), and without the consent or approval of any Member(s) or Series Members, additional Unit Classes may be created by the Manager, and additional Units under existing or new Unit Classes may be issued, with such designations, preferences, rights, powers, and duties (which may be junior to, equivalent to, or senior or superior to, any existing Unit Classes), as determined by the Manager in its sole and absolute discretion, including (i) the right to share in Series Distributions, the dates Distributions will be payable, and whether Distributions with respect to such Unit Class will be cumulative or non-cumulative, (ii) rights upon dissolution or termination and liquidation of the Company or such Series, (iii) whether, and the terms and conditions upon which, the Company or such Series may redeem the Units, (iv) whether such Units are issued with the privilege of conversion or exchange and, if so, the conversion or exchange price or prices or rate or rates or calculations to determine the foregoing, or any adjustments thereto, the date or dates on which, or the period or periods during which, the Units will be convertible or exchangeable, and all other terms and conditions upon which the conversion or exchange may be made, (v) the terms and conditions upon which such Units will be issued and assigned or transferred, (vi) the terms and amounts of any sinking fund provided for the purchase or redemption of Units, (vii) whether there will be restrictions on the issuance of Units of the same Series or any other Series, and (viii) the right, if any, of the holder of each such Unit to vote on Company or Series matters, including matters relating to the relative rights, preferences, and privileges of such Units. The creation of any new Unit Class shall be effective when a duly executed copy of a resolution executed by the Manager creating the same is included by the Manager among the records of the Company. Unless otherwise provided in the resolution creating such Unit Class or in any applicable Series Agreement, the Manager may at any time increase or decrease the amount of Units of the Company or any Series or any Unit Class, but not below the number of Units of the Company or such Series or Unit Class then Outstanding.

(d) Unless otherwise provided in the applicable Series Agreement, a Series is authorized to issue in respect of such Series an unlimited number of Units. All Units issued pursuant to, and in accordance with the requirements of, this Article IV and an applicable Series Agreement will be validly issued Units of the Company or its Series.

(e) The Manager may, without the consent or approval of any Members or Series Members, amend this Agreement or any Series Agreement and make any filings under the Act or otherwise to the extent the Manager determines that it is necessary or desirable in order to effectuate any acts it is authorized to perform pursuant to this Article IV.

Section 4.4 Voting Rights of Units Generally. Unless otherwise provided in this Agreement or any applicable Series Agreement, Company Units and Membership Units shall entitle Members or Voting Members, as applicable to one (1) vote per Company Unit or Membership Unit on any and all matters submitted for the consent or approval of Members or Series Members of a Series. In furtherance of the foregoing, all Profits Units will be non-voting, and Profits Members will have no voting rights hereunder or under any Series Agreement with respect to such Profits Units.

Section 4.5 Record Holders. The Company may recognize the Member or Series Member admitted by the Company or any Series, as applicable, as the owner of a Unit and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Unit on the part of any other Person, regardless of whether the Company has actual or other notice thereof, except as otherwise provided in this Agreement, any Series Agreement, by law, or any applicable rule, regulation, guideline, or requirement of

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any National Securities Exchange on which such Unit is listed for trading (if ever). Without limiting the foregoing, if a Person (such as a broker, dealer, bank, trust company, or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent, or in some other representative capacity for another Person in acquiring or holding Units, as between the Company on the one hand, and such representative Person on the other, such representative Person shall be the owner of such Units.

Section 4.6 Splits. Subject to Section 4.3, and unless otherwise provided in any applicable Series Agreement, the Company or a Series may make a pro rata distribution of Units of any Unit Class to all Members or Series Members owning such Unit Class of Company or such applicable Series, or may effect a subdivision or combination of Units of any Unit Class, in each case, on an equal per-Unit basis and so long as, after any such event, any amounts calculated on a per-Unit basis or stated as a number of Units of such Unit Class of Company or such applicable Series are proportionately adjusted. The Manager may determine the number of Units to be held by each Member or Series Member after giving effect to such distribution, subdivision, or combination.

Section 4.7 Required Consent for Action. The decision of the Members owning a majority of the Company Units of the Company then Outstanding, or with respect to a particular Series the decision of the Voting Members owning a majority of the Membership Units of such Series then Outstanding, whether represented at a meeting of the Members or Voting Members, as applicable, or by written consent in lieu thereof (collectively, as applicable, "Majority Approval") from time to time will prevail and be the decision of the Company or a Series, as applicable, with respect to any matter regarding the affairs of the Company or such Series that requires the determination, consent, approval, or agreement of the Members of the Company or the Series Members of a Series, as applicable, unless this Agreement or applicable Series Agreement specifically provides otherwise. By way of example and not limitation, any provision in this Agreement or any Series Agreement that requires the consent or determination of the Member(s) of the Company or the Series Members of a Series as to a particular matter but does not specify a particular percentage or number or Units or Unit Class or percentage or number or type of Member(s) or Series Members necessary for such consent or determination will be interpreted to require the applicable Majority Approval.

Section 4.8 Relationship of Member(s) and Series Members to Third Persons. The liability of the Member(s), Series Members, Manager, and other agents of the Company or its Series is limited to the fullest extent permitted under the Act. No Member or Series Member, other than in its capacity as the Manager, shall take part in the control, management, direction, or operation of the affairs of the Company or any Series, unless otherwise expressly provided in this Agreement or applicable Series Agreement or specifically required under the Act, nor shall any Member or Series Member have power to bind the Company or a Series in his/her/its capacity as a Member or Series Member.

Article V

POWER OF ATTORNEY

Section 5.1 Manager as Attorney-in-Fact. Each Member and Series Member hereby constitutes and appoints (and by execution of a Joinder, constitutes and appoints) the Manager and, if a Liquidator has been selected pursuant to Section 12.2, the Liquidator and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as such Member's or Series Member's true and lawful agent and attorney-in-fact, with full power and authority in his/her/its name, place, and stead, to:

(a) execute, swear to, acknowledge, deliver, file, and record in the appropriate public offices: (i) all certificates, documents, and other instruments (including this Agreement, any Series Agreement, the Certificate of Formation, any Series Designation, and all amendments or restatements

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hereof or thereof) that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to form, qualify, or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property; (ii) all certificates, documents, and other instruments that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification, or restatement of this Agreement; (iii) all certificates, documents, and other instruments that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to reflect the dissolution, liquidation, or termination of the Company or a Series pursuant to the terms of this Agreement; (iv) all certificates, documents, and other instruments relating to the admission, withdrawal, or substitution of any Member or Series Member pursuant to or in connection with other events described in Article IV or Article XII; (v) all certificates, documents, and other instruments relating to the determination of the rights, preferences, and privileges of any Unit or Unit Class issued or created pursuant to Section 4.3; (vi) all certificates, documents, and other instruments that the Manager or Liquidator, as applicable, determines to be necessary or appropriate to maintain the separate rights, Assets, obligations, and Liabilities of each Series; and (vii) all certificates, documents, and other instruments (including agreements and a certificates of merger) relating to a merger, consolidation, or conversion of the Company, its Series, or Series Subsidiaries; and

(b) execute, swear to, acknowledge, deliver, file, and record all ballots, consents, approvals, waivers, certificates, documents, and other instruments that the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to (i) make, evidence, give, confirm, or ratify any vote, consent, approval, agreement, or other action that is made or given by any of the Member(s) or Series Members hereunder or is consistent with the terms of this Agreement or applicable Series Agreement or (ii) effectuate the terms or intent of this Agreement or applicable Series Agreement.

Nothing contained in this Section 5.1 shall be construed as authorizing the Manager or the Liquidator, as applicable, to amend, change, or modify this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement.

Section 5.2 Irrevocability. The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy, or termination of any Member or Series Member and the transfer of all or any portion of such Member's or Series Member's Units and shall extend to such Member's or Series Member's heirs, successors, assigns, and personal representatives. Each such Member or Series Member hereby agrees to be bound by any representation made by the Manager or the Liquidator or their authorized representatives, as applicable, acting in good faith pursuant to such power of attorney; and each such Member and Series Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate, or disaffirm the action of the Manager or the Liquidator, as applicable, taken in good faith under such power of attorney in accordance with this Article V. Each Member and Series Member shall execute and deliver to the Manager or the Liquidator, as applicable, within fifteen (15) days after receipt of the request therefor, such further designation, powers of attorney, and other instruments as the Manager or the Liquidator, as applicable, determines to be necessary or appropriate to effectuate this Agreement, any Series Agreement, or the purposes of the Company or its Series.

Article VI

MANAGEMENT AND OPERATION OF THE COMPANY AND ITS SERIES

Section 6.1 Power and Authority of Manager. Other than as otherwise expressly provided in this Agreement or any Series Agreement with respect to such Series, the Manager has the absolute, exclusive,

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and complete right, power, authority, and responsibility vested in or assumed by a manager of a limited liability company under the Act and as otherwise provided by applicable law, including those powers necessary or convenient to make all decisions regarding the business of the Company and to take the actions specified in this Agreement, and the Manager is hereby vested with absolute, exclusive, and complete right, power, and authority to operate, manage, and control the affairs of the Company and its Series and to carry out the business of the Company and its Series. The Manager need not be a Member of the Company or a Series Member of such Series. Without limiting the foregoing or any other rights of the Manager in this Agreement or any Series Agreement, the Manager has the authority to bind the Company and its Series to any obligation consistent with the provisions of this Agreement and any applicable Series Agreement and has the exclusive power and is authorized to do any or all of the following, in its sole and absolute discretion, from time to time:

(a) prepare and give reports of operations of the Company or any Series;

(b) supervise and manage the Company's and its Series' business and affairs;

(c) enter into, execute, and perform, in the Company's or any Series' name, any contracts, agreements, notes, or other documents as necessary or desirable in the Manager's sole discretion in connection with the operation of the Company or any Series;

(d) borrow money, on the Company's or a Series' credit, for use in the Company's or its Series' business, from banks, other lending institutions, other Members or Series Members, or the Manager, on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in Assets of a Series to secure repayment of the borrowed sums;

(e) execute on behalf of Company or a Series all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage, or disposition of property, assignments, allonges, releases of deed, contracts of deed, bills of sale, leases, and any other instruments or documents necessary, appropriate, convenient, advisable, or incidental to the business of the Company or such Series;

(f) purchase personal property or Assets for use by the Company or a Series and, in connection with such a purchase, grant a security interest in the property or Asset purchased;

(g) make and undertake all necessary and reasonable expenditures to acquire and improve the Company's or Series' Assets and pay the fees described herein;

(h) hire or retain employees, agents, service providers, attorneys, consultants, advisors, custodians, placement agents, accountants, and other professionals in connection with the furtherance of the Company's or its Series' best interests and authorize such Persons to act for and on behalf of the Company or such Series;

(i) create and dissolve one (1) or more committees, board of directors, or officer positions ("Officers") for the purpose of advising the Manager and the Company or its Series with its operations and affairs or operating the day-to-day management of the Company or such Series;

(j) appoint, elect, and remove, with or without cause, in its sole discretion, Persons to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager;

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(k) select, retain, and dismiss employees, agents, outside attorneys, accountants, consultants, and contractors, and determine their compensation and other terms of employment, retention, or hiring, and pay fees, expenses, salaries, wages, and other compensation to such Persons;

(l) enter into commercially reasonable agreements with any Affiliate or control Person of the Company, a Series, Manager, Member, Series Member, or beneficial owner of any of the foregoing, including, without limitation, acquiring title or management control of an Asset from any such Person;

(m) open, maintain, and close bank, brokerage, and money market accounts and draw checks and other orders for the payment of moneys;

(n) bring, sue, prosecute, defend, settle, or compromise Proceedings and pay, collect, compromise, litigate, arbitrate, or otherwise adjust or settle any and all other claims or demands of or against Company or its Series or hold such proceeds against the payment of contingent liabilities;

(o) have and maintain offices and in connection therewith rent or acquire office space and engage personnel;

(p) execute, deliver, and perform all agreements in connection with the creation of Unit Classes or sale or issuance of Units, including, but not limited to, Subscription Agreements and any side letters with one or more Members or Series Members or prospective Members or Series Members;

(q) form one or more subsidiary companies or partnerships or other entities of the Company or Series Subsidiaries of a Series for the purpose of taking title to or management control of a specific Asset, so long as the Series Subsidiary is managed by the Manager or an Affiliate;

(r) make any and all elections under the Code or any state or local tax law (except as otherwise provided herein), including, without limitation, pursuant to Sections 734(b), 743(b), and 754 of the Code;

(s) maintain cash reserves for anticipated investment and operational expenses, liabilities, and obligations of the Company or its Series, whether actual or contingent, in such amounts as the Manager in its reasonable discretion deems necessary or advisable (which may reduce Distributable Cash hereunder);

(t) subject to Section 4.1(a), admit Persons as Members of the Company or Series Members of a Series;

(u) modify the Company's or a Series' books and records to reflect any additional Members, Series Members, Units, Unit Classes, and Capital Contributions, and associated changes to the relative percentage interests of each Member or Series Member, as applicable;

(v) declare and pay Distributions in accordance with this Agreement and any applicable Series Agreement;

(w) maintain insurance for the benefit of the Company, a Series, or the Indemnified Persons, and reinvest or otherwise treat in its sole discretion any proceeds received from an insurance claim;

(x) indemnify any Person against Liabilities and contingencies to the extent permitted hereunder and by law;

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(y) give consent of or vote on behalf of the Company or a Series or Series Subsidiary any securities that may be owned by the Company or such Series or Series Subsidiary;

(z) waive any condition or other matter by the Company or a Series;

(aa) enter into listing agreements with any National Securities Exchange and delist some or all of the Units from, or request that trading be suspended on, any such exchange;

(bb) issue, sell, or otherwise dispose, or purchase or otherwise acquire, Units or options, rights, or warrants relating to Units;

(cc) register any offer, issuance, sale, or resale of Units or other securities of any Series issued or to be issued by the Company or Series under the Securities Act and any other applicable securities laws (including any resale of Units or other securities by Member(s), Series Members, or other security holders);

(dd) purchase liability and other insurance to protect Assets and business of the Company or its Series, directors and officers of a Series, the Series itself, the Manager, or the Company;

(ee) hold, own, and operate such real and personal properties in the name of the Company, a Series, Series Subsidiary(ies), or any of their Affiliates, as applicable;

(ff) enter into joint ventures with other companies to accomplish the objectives of a Series;

(gg) sell or otherwise dispose of all or substantially all of the Assets of the Company or a Series as part of a single transaction or plan or series of related transactions; and

(hh) carry on any other activities necessary to, in connection with, or incidental to, any of the foregoing or the Company's or a Series' business, investments, and other activities.

Section 6.2 Term of Manager. The Manager will serve as manager until its removal or resignation in accordance with Section 6.3.

Section 6.3 Removal; Resignation. The Manager may be removed only by Majority Approval of the Member(s) upon Manager's willful misconduct. For purposes of determining the number of votes in the foregoing sentence, a Member who is also a Manager or otherwise controls, is controlled by, or is under common control with a Manager will also have its votes included in the determination of removal, and not precluded from casting and having its vote deemed required to carry out the removal of Manager. The Manager may resign at any time upon written notice to the Company. Such resignation will be effective upon receipt by the Company unless it is specified to be effective at some other time or upon the happening of some other event.

Section 6.4 Compensation and Expenses of Manager.

(a) The Manager may be compensated for services rendered to the Company from time to time (if applicable, "Company Management Fee"). The Manager may also be entitled to receive from each Series as compensation for the management of its Assets, and in such cases, such Series would be obligated to pay to the Manager, as applicable, a fee in respect thereto, as may be set forth in the Series Agreement with respect to such Series (if applicable, the "Asset Management Fee"), except to the extent

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any of the foregoing are otherwise waived or reduced by the Manager in its sole discretion from time to time. The Manager is also entitled to be reimbursed under the terms of this Agreement or any Series Agreement for any expenses described in Section 6.4(b)-(c) below incurred by it on behalf of the Company or a Series. The Manager shall bear all of the normal expenses incurred by it, except for expenses described in Section 6.4(b)-(c) below. Such normal management expenses to be borne by the Manager include expenditures on account of: (i) salaries and wages of the Manager's employees and consultants; (ii) rentals payable for space used by the Manager; and (iii) expenditures for equipment and supplies used by the Manager.

(b) Other than as expressly provided in Section 6.4(a)(i)-(iii), the Company or applicable Series shall bear all costs and expenses incurred by the Company or such Series, or the Manager or their Affiliates on behalf of the Company or such Series, including as described in Section 6.4(c).

(c) Each Series is responsible for the following with respect to such Series, if and to the extent applicable: (i) its Operating Expenses, (ii) all costs and expenses incidental to the termination and winding up of such Series, (iii) such Series' share of the costs and expenses incidental to the termination and winding up of the Company allocated to such Series in accordance with this Agreement, (iv) Brokerage Fees, (v) Acquisition Expenses, (vi) Sourcing Fees, and (vii) Abandonment Costs.

Section 6.5 Exculpation, Indemnification, Advances, and Insurance.

(a) Subject to other applicable provisions of this Article VI, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company or any Series or its or their Member(s) or Series Members for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company or any Series, this Agreement, or any investment made or held by the Company or any Series, including with respect to any acts or omissions made while serving at the request of the Company or Manager or on behalf of any Series as an officer, director, member, partner, fiduciary, advisor, agent, representative, or trustee of another Person, other than such acts or omissions that have been determined in a final, non- appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct, or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities, including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company, and counsel fees and disbursements on a solicitor and client basis (collectively, "Expenses") arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative, or other action, suit, or Proceeding to which any such Person may hereafter be made party by reason of being or having been a Manager of the Company or such Series under Delaware law, an Officer of the Company or associated with such Series, or an officer, director, member, partner, fiduciary, advisor, agent, representative, or trustee of another Person, provided that this indemnification does not cover Expenses that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator, or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person's fraud, willful misconduct, or gross negligence. Without limitation, the foregoing indemnity extends to any liability of any Indemnified Person pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Series (including any indebtedness that the Company or such Series has assumed or taken subject to), and the Manager or the Officers are hereby authorized and empowered, on behalf of the Company or any Series, to enter into one or more indemnity agreements consistent with the provisions of this Section 6.5 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 6.5(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent

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permitted by law, provided that this indemnification shall not cover Expenses that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator, or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person's fraud, willful misconduct, or gross negligence.

(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by each Member and Series Member to modify such duties and liabilities of the Indemnified Person to the extent permitted by law.

(c) Any indemnification under this Section 6.5 (unless ordered by a court) shall be made by the applicable Series. To the extent, however, that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit, or proceeding described above, or in defense of any claim, issue, or matter therein, such Indemnified Person shall be indemnified against Expenses (including attorneys' fees) actually and reasonably incurred by such Indemnified Person in connection therewith.

(d) Any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 6.5(a). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 6.5(a). Neither a contrary determination in the specific case under Section 6.5(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5(d) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(e) To the fullest extent permitted by law, Expenses (including attorneys' fees) incurred by an Indemnified Person in defending any civil, criminal, administrative, or investigative action, suit, or Proceeding may, at the option of the Manager, be paid by the applicable Series in advance of the final disposition of such action, suit, or Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it is ultimately determined that such Indemnified Person is not entitled to be indemnified by each such Series as authorized in this Section 6.5.

(f) The indemnification and advancement of Expenses provided by or granted pursuant to this Section 6.5 is not exclusive of any other rights to which those seeking indemnification or advancement of Expenses may be entitled under this Agreement, or any other agreement, or otherwise, and will continue as to an Indemnified Person who has ceased to serve in such capacity and inures to the benefit of the heirs, successors, assigns, and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company and its Series that indemnification of the Persons specified in Section 6.5(a) shall be made to the fullest extent permitted by law. The provisions of this Section 6.5 shall not be deemed to preclude the indemnification of any Person who is not specified in Section 6.5(a) but whom the Company or an applicable Series has the power or obligation to indemnify under the provisions of the Act.

(g) The Company and any Series may, but is not obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 6.5 or elsewhere in this Agreement against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person's status as such,

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regardless of whether the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section 6.5.

(h) If this Section 6.5 or any portion of this Section 6.5 is invalidated on any ground by a court of competent jurisdiction, the Company and each applicable Series shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, Proceeding, or investigation, whether civil, criminal, or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 6.5 that has not been invalidated.

(i) Each of the Indemnified Persons may, in the performance of his, her, or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company or any Series in furtherance of the interests of the Company or such Series in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions, provided that such legal counsel or accountants were selected with reasonable care by or on behalf of such Indemnified Person.

(j) An Indemnified Person will not be denied indemnification in whole or in part under this Section 6.5 as a result of the Indemnified Person having an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by this Agreement and any applicable Series Agreement.

(k) Any liabilities that an Indemnified Person incurs as a result of acting on behalf of the Company or any Series (whether as a fiduciary or otherwise) in connection with the operation, administration, or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust, or other funding mechanism, or otherwise) shall be treated as Expenses indemnifiable under this Section 6.5, to the maximum extent permitted by law.

(l) The Manager shall, in the performance of its duties, be fully protected in relying in good faith upon the records of the Company and its Series and on such information, opinions, reports, or statements presented to the Company by any of the Officers or employees or representatives or advisors of the Company or associated with any Series, or by any other Person as to matters the Manager reasonably believes are within such other Person's professional or expert competence.

(m) Any amendment, modification, or repeal of this Section 6.5 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of or other rights of any Indemnified Person under this Section 6.5 as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification, or repeal, regardless of when such claims may arise or be asserted and provided such Person became an Indemnified Person hereunder prior to such amendment, modification, or repeal.

Section 6.6 Limitation of Liability of Manager.

(a) This Agreement is not intended to and does not create or impose any fiduciary duty of any Covered Person except as required by law. Furthermore, each of the Member(s), Series Members, Company, and its Series hereby waives any and all fiduciary duties of Covered Persons that, absent such waiver, may be implied by applicable law, and in doing so, acknowledge and agree that the duties,

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including, without limitation, any fiduciary duties, and obligations of Covered Persons owed to the Company, Member(s), and its Series and Series Members, if any, are only as expressly set forth herein. No Covered Person is liable to the Company, Member(s), or its Series or Series Members for any loss, damage, or claim incurred by reason of any action taken or omitted to be taken by such Covered Person in good faith reliance in accordance with the provisions of this Agreement, so long as such action or omission does not constitute fraud or willful misconduct by such Covered Person.

(b) Each Covered Person is deemed to have fully exercised his/her/its duty of care in performing his/her/its duties and exercising his/her/its rights when he/she/it takes action or omits from taking action upon relying in good faith upon the records of the Company or upon such information, opinions, reports, or statements delivered or made available by any of the following Persons: (i) another Member or Series Member; (ii) one or more officers or employees of the Company or its Series; (iii) any attorney, independent accountant, appraiser, or other expert or professional employed or engaged by or on behalf of the Company or its Series or any Affiliate thereof; or (iv) any other Person selected or contracted with in good faith by or on behalf of the Company or its Series or the Manager, in each case as to matters that such Covered Person reasonably believes to be within such other Person's profession or general competence.

(c) In furtherance and not in limitation of Sections 6.6(a)-(b), unless the Manager's actions (i) are intentional, adverse acts with the goal of acting against the interests of the Company or its Series, or (ii) constitute reckless indifference with respect to the interests of the Company or its Series, the Manager will not be liable, responsible, or accountable in any way at law or in equity to any of the Member(s), Series Members, the Company, or any Series for any act or omission on behalf of the Company or its Series performed in good faith and in a manner reasonably believed by the Manager, in its sole good faith discretion, to be within the scope of the authority granted to the Manager by this Agreement, any Series Agreement, or applicable law. The Manager is not liable at law or in equity for omitting to do any act that the Manager is not specifically required to do under this Agreement, and the Manager owes no duties or liabilities, express or implied, to the Company, Member(s), Series, or Series Members, except as specifically set forth in this Agreement or any applicable Series Agreement.

Section 6.7 Affiliate Transactions. The Member(s), Series Members, Company, and each Series acknowledge and agree (a) the Member(s), Series Members, and Manager, including, without limitation, Indemnified Persons and Affiliates, own or control, both directly and indirectly, Persons engaged in businesses or affairs that may compete with or otherwise engage in transactions, contracts, or agreements with the Company or its Series to provide or purchase goods, services, or Assets; (b) the Manager, on behalf of the Company or its Series, may enter into or bind the Company or its Series to transactions, contracts, or agreements with Persons it controls or with which it is affiliated, including itself; and (c) such foregoing described transactions, contracts, or agreements may not be at arms' length (each of the foregoing defined as an "Affiliate Transaction"). In furtherance of the foregoing acknowledgements and agreements, the Company, each Series, the Member(s), and the Series Members acknowledge and agree that, to the extent any fiduciary duty of loyalty or fiduciary duty of care is not otherwise waived or disclaimed under the terms of this Agreement, the Manager's performance of any Affiliate Transaction that (i) contain terms determined by the Manager in good faith, and (ii) serves an interest of the Company's or its Series' business or affairs, will not be deemed nor qualify, to the extent not otherwise waived or disclaimed under this Agreement, as a breach of any such fiduciary duty of loyalty or fiduciary duty care that may be owed by the Manager to the Company or its Series. The Company, its Series, the Member(s), and the Series Members hereby acknowledge and agree that, to the extent any fiduciary duty of loyalty or fiduciary duty of care is not otherwise waived or disclaimed under the terms of this Agreement, any of the Member(s), Series Members, Manager, or any Indemnified Person or Affiliate of the foregoing may engage in other business ventures of every nature and description, independently or with other Persons, even if such ventures are competitive with the Company's or its Series' business, and the engagement in such activities will not be

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deemed to be wrongful, improper, or a breach of any fiduciary duty of loyalty or care, to the extent the same exists. Neither the Company, its Series, Member(s), nor any Series Members, by virtue of their interest in the Company or its Series, as applicable, have any rights in or to such ventures or the income or profits derived therefrom, including, without limitation, any income or profits created or resulting from any Affiliate Transactions.

Section 6.8 Committees, Board of Directors, and Officers. This Section 6.8 governs any Person(s) appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager under Section 6.1 of this Agreement.

(a) Composition. Any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager may be removed from such position, with or without cause, in the sole discretion of the Manager, by and upon delivery of written notice of such removal by the Manager. Any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager may resign at any time by delivering written notice of his/her/its intent to the Manager. Such resignation will be effective when the notice is delivered, unless a later effective date is specified in the notice.

(b) Role and Function. The functions and role of any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager will be to serve the Company or a Series through the delivery of recommendations or advice on the operations and business affairs of the Company or such Series.

(c) Authority. Any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by the Manager will have no actual or implied authority to bind the affairs and operations of the Company or its Series. Any recommendations or advice offered by any Person appointed and elected by the Manager to serve on, under, or as a member of any committee, board of directors, or officer position created by Manager will be merely suggestive and non-binding on the Manager, Member(s), Series Members, the Company, or its Series. The Manager may, in its sole discretion, accept or reject any recommendations or advice offered or presented by a Person serving on, under, or as a member of any committee, board of directors, or officer position.

Section 6.9 Exclusion by the Manager. The Manager may, in its sole and absolute discretion, exclude any particular Member or Series Member from participating in all or any part of a Series if the Manager determines that such participation by such Member or Series Member in all or part of such Series could (i) have a reasonable likelihood of violating applicable law, (ii) result in a significant delay, extraordinary expense, or adverse effect with respect to such Series or the Company, (iii) increase the risk that the creation and implementation of such Series would not be consummated, or (iv) impose any material filing, tax, regulatory, or other business burden to which the Company, its Series, or any other Member or Series Member, or any of the foregoing Persons' Affiliates would not otherwise be subject.

Section 6.10 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager and any Officer authorized by the Manager to act on behalf of and in the name of the Company or applicable Series has full power and authority to encumber, sell, or otherwise use in any manner any and all Assets of the Company or such Series and to enter into any contracts on behalf of the Company or such Series to the extent permitted by this Agreement, and such Person shall be entitled to deal with the Manager or any Officer as if it were the Company's or such Series' sole party in interest, both legally and beneficially. Each Member and Series Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate, or disaffirm any action of the

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Manager or any Officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any Officer or its representatives. Each and every certificate, document, or other instrument executed on behalf of the Company or any Series by the Manager or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document, or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document, or instrument was duly authorized and empowered to do so for and on behalf of the Company or applicable Series, and (c) such certificate, document, or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company or the applicable Series.

Article VII

CAPITAL ACCOUNTS; DISTRIBUTIONS

Section 7.1 Capital Accounts. As used herein, "Capital Account" means the capital accounts to be established on the books of the Company and its Series for each Member or Series Member, maintained at all times during the term of the Company in accordance with the capital accounting rules set forth in the Code and accompanying Regulations Section 1.704-1(b)(2)(iv). The Manager will make all adjustments required by Regulations Section 1.704-1(b), as modified and supplemented by Regulations Section 1.704-2, including, without limitation, the adjustments contained in Regulations Section 1.704-1(b)(2)(iv)(g). If it is determined that the Capital Accounts have not been maintained as required by Regulations Section 1.704-1(b), as modified and supplemented by Regulations Section 1.704-2, then the Capital Accounts will be retroactively adjusted by the Manager so that they so conform. Without limiting Section 7.2, the Company will maintain a separate Capital Account for each Member and Series Member, maintained in such a manner to correspond with the capital of the Members and Series Members as reported for federal income tax purposes (in accordance with the requirements of Regulations Section 1.704-1(b)(2)(iv)). The Capital Accounts will not bear interest. Neither the Company nor its Series will make a distribution or allocation to a Member or Series Member that would cause such Member or Series Member to have a negative Capital Account. If any such distribution occurs (i) the negative Capital Account in question will be treated as a loan from the Company or Series to the Member or Series Member in question; and (ii) the Member or Series Member on the one hand and the Company or Series on the other hand will promptly agree on commercially reasonable terms of repayment. At no time during the term of the Company or upon the dissolution and liquidation thereof will any Member or Series Member with a deficit balance in his/her/its Capital Account have any obligation to the Company, any Series, or the other Members or Series Members to restore such deficit balance, except as provided for herein. Notwithstanding any other provision of this Agreement, if any Member or Series Member has a deficit balance in his/her/its Adjusted Capital Account from an unexpected adjustment, allocation, or distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), there will be specially allocated to such Member or Series Member such items of income and gain in an amount and manner sufficient to eliminate as quickly as possible the deficit balance, to the extent required by the Regulations, in his/her/its Adjusted Capital Account without creating or increasing a deficit balance in the Adjusted Capital Account of any other Member or Series Member. To the extent permitted by the Code and the Regulations, any special allocations of items of income or gain pursuant to this Section will be taken into account in computing subsequent allocations of income, gain, loss, and deduction pursuant to this Article VII, so that the net amounts so allocated will, to the extent possible, be equal to the net amounts that would have been allocated to each such Member or Series Member pursuant to the provisions of this Article VII if such special allocations had not occurred. With respect to (i) any Transfer permitted under this Agreement, and (ii) any other change in any Member's or Series Member's Units in the Company or its Series, the determination of each Member's or Series Member's distributive share of Profits or Losses will take into account the varying interests of the Members or Series

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Members in the Company or its Series during the taxable year pursuant to Section 706(d) of the Code and the Regulations thereunder. In the event that at any time during the term of the Company it is determined that the convention adopted by the Company or its Series to allocate Profits or Losses of the Company or its Series is not in compliance with Section 706(d) of the Code as modified by the Regulations promulgated under such section, then the Manager may revise the method of allocation to comply with such Regulations.

Section 7.2 Series Capital Accounts. Without limiting any other terms and conditions of this Article VII, the Company may maintain with respect to each Series Member and for each Series a separate sub-account (a "Series Account") showing each Series Member's interest in the respective Series and a sub-account with respect to the Company's activities not specifically related to any Series, if applicable (an "Operating Account"). In general, a Series Member's Series Accounts are intended to reflect the Series Member's ownership in each Series, and a Member's Operating Account is intended to reflect the Member's interest in the Company not attributable to any Series. Each Series shall be treated as a separate Series with separate Series Accounts. Each Series Member's Series Account with respect to a specific Series will be credited by the Series Member's Capital Contributions with respect to such Series and his/her/its share of any Profits with respect to such Series and its Assets, and debited by the Series Member's share of any Losses and Liabilities with respect to such Series, all as more fully set forth in this Article VII. Each Member's Operating Account shall be credited with his/her/its Capital Contributions and his/her/its share of any Profits, in each case with respect to the Company generally or not attributable to any particular Series, and shall be debited by Losses and Liabilities with respect to the Company generally or not attributable to any particular Series. For the avoidance of doubt, all items credited or debited to a Series Member's Series Accounts and a Member's Operating Account will also be credited or debited to the Member's or Series Member's Capital Account. A Member will have a Series Account only with respect to a Series in which such Member is a Series Member.

Section 7.3 Distributions. The Manager of the Company does not expect to receive regular Distributions from the Company, and will only share in Distributions by virtue of its ownership of Units, in accordance with this Agreement (or as otherwise provided in the Series Agreement for an applicable Series).

(a) If a Series Agreement provides for a distribution procedure, then the Series Agreement will prevail with respect to such Series. If a Series Agreement for a particular Series does not otherwise provide for a distribution procedure, and except as otherwise provided in this Agreement with respect to the dissolution of the Company, any Distribution of a Series shall be made as follows:

(i) First, to the Manager for payment of the Asset Management Fee, if any;

(ii) Second, to the Profits Members of such Series (ratably among such Profits Members based upon such Profit Members' Unpaid Yield relative to the aggregate Unpaid Yield with respect to all Profits Members of such Series), until the aggregate Unpaid Yield, if any, with respect to all Profits Members of such Series has been reduced to zero (0).

(iii) Thereafter, (A) 50% of the Distributable Cash to the Profits Members of such Series (ratably among such Profits Members in proportion to their percentage of Capital Contributions allocable to such Series relative to the total Capital Contributions by all Profits Members allocable to such Series), and (B) 50% of the Distributable Cash to the Voting Member(s).

(b) All Distributions to Member(s) or Series Members pursuant to this Agreement or any Series Agreement shall made be at such times and in such amounts as determined solely by the Manager. In determining Distributable Cash available for Distribution in accordance with this Section 7.3,

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the Manager may take into account retention of reasonable working capital reserves, which may include maintenance or other fees related to Assets.

(c) All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, Distribution, or allocation to Series Members shall be treated as amounts distributed to the Series Members pursuant to this Agreement for all purposes of this Agreement and the Series Agreements. Accordingly, the Manager is authorized to withhold from Distributions to the respective Series Members and to pay over to any federal, state, or local government any amounts required to be so withheld pursuant to the Code or any provision of any other federal, state, or local law and shall allocate such amounts to those Series Members with respect to which such amounts were withheld.

(d) Notwithstanding any provision to the contrary contained in this Agreement, a Series shall not make any Distribution to any Person if such Distribution would violate the Act or other applicable law.

(e) Notwithstanding any provision to the contrary contained in this Agreement, no Series Member shall be entitled to interest on his/her/its Capital Contributions or to return of their Capital Contributions.

(f) Unless otherwise approved by the Manager, a Series Member who resigns as a Series Member, regardless of whether such termination was the result of a voluntary act by such Series Member, shall not be entitled to receive any further Distributions with respect to such Series.

Section 7.4 Timing of Distributions.

(a) Subject to the applicable provisions of the Act and except as otherwise provided herein, the Manager may pay Distributions to the Series Members associated with such Series pursuant to Section 7.3 at such times as the Manager reasonably determines or as soon as reasonably practicable after the relevant amounts have been received by the Series; provided, however, the Manager is not obligated to make any Distribution unless there is sufficient Distributable Cash available for such Distribution or such amounts that, in the reasonable opinion of the Manager, would not leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses (and the Manager is hereby authorized to retain any amounts within the Company or a Series to create a reserve to meet any such obligations or contingencies) or that otherwise may result in the Company or such Series having insufficient capitalization for the Company or such Series to continue its business as a going concern.

(b) Notwithstanding Section 7.4(a), in the event of the termination and liquidation of a Series, all Distributions shall be made in accordance with, and subject to the terms and conditions of, Article XII.

(c) Each Distribution in respect of any Units of a Series shall be paid, directly or through any other Person or agent, only to the Series Member owning such Units as of the date set for such Distribution. Such payment shall constitute full payment and satisfaction of the Company's and such Series' liability in respect of such payment, if any, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Article VIII

TAX MATTERS

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Section 8.1 Elections. It is the intent of this Agreement that the Company be taxed for federal, state, and local purposes as a disregarded entity if there is only one Member of the Company, or as a partnership if there is more than one (1) Member of the Company, as applicable, pursuant to the Code and any corresponding rules and Regulations thereunder. The Company may make an applicable election for a Series to be treated as an association taxable as a corporation under Subchapter C of the Code to opt out of being treated as a "partnership" under Subchapter K of the Code, as may be determined by the Manager in its sole and absolute discretion from time to time.

Section 8.2 Tax Matters Member. One Door Studios LLC is hereby designated as the Company's "tax matters partner" under Section 6231(a)(7) of the Code and the Company's "partnership representative," within the meaning of Section 6223 of the BBA Partnership Audit Provisions (collectively, the "Tax Matters Member") and will serve as such at the expense of the Company with all powers granted to a tax matters partner under the Code. The Tax Matters Member may, in its reasonable discretion, make or refrain from making any tax elections for the Company and its Series allowed under the Code, the Regulations, or any state, local, or non-U.S. tax laws that it deems reasonably necessary or advisable, including, without limitation, any elections under the BBA Partnership Audit Provisions.

Section 8.3 Tax Examinations and Audits. The Tax Matters Member is authorized to represent the Company, which may be performed by engaging counsel of its selection, in connection with all examinations of the affairs of the Company and its Series by any taxing authority, including any resulting Proceedings, and to expend funds of the Company or its applicable Series for professional services and costs associated therewith. Each Member and Series Member agrees that any action taken by the Tax Matters Member in connection with audits of the Company shall be binding upon such Member or Series Member and that such Member or Series Member shall not independently act with respect to tax audits or tax Proceedings affecting the Company. The Tax Matters Member has sole discretion to determine whether the Company or its Series (either on its own behalf or on behalf of the Members or Series Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. Each Member and Series Member agrees to cooperate with the Tax Matters Member and to do or refrain from doing any or all things reasonably requested by the Tax Matters Member with respect to the conduct of examinations by taxing authorities and any resulting Proceedings.

Section 8.4 Revised Partnership Audit Rules. Except as otherwise set forth herein, and to the extent applicable, in the event of an audit of the Company that is subject to the Revised Partnership Audit Rules or any analogous provision of state or local law, the Tax Matters Member, in its sole discretion, has the right to make any and all elections and to take any actions that are available to be made or taken by the Tax Matters Member or the Company under the Revised Partnership Audit rules (or analogous provisions of state or local law).

Section 8.5 Tax Returns and Tax Deficiencies. Each Member and Series Member agrees that he/she/it shall not treat any Company or Series item inconsistently on his/her/its federal, state, foreign, or other income tax return with the treatment of the item on the Company's return. Any deficiency for taxes imposed on any Member or Series Member (including, without limitation, penalties, additions to tax, or interest imposed with respect to such taxes and any tax deficiency imposed pursuant to Section 6226 of the Code) will be paid by such Member or Series Member, as applicable, and if required to be paid (and actually paid) by the Company or a Series, will be recoverable from such Member or Series Member, as applicable.

Section 8.6 Tax Returns. The Manager shall cause to be prepared and timely filed, which includes performing any filings using any filing extensions provided by applicable taxing authorities, all U.S. and non-U.S. tax returns required to be filed by or for the Company and its Series.

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Article IX

REGISTRATION AND TRANSFER OF UNITS

Section 9.1 Absolute Prohibition. Notwithstanding any other provision of this Agreement, unless in satisfaction of the terms and conditions of this Agreement, each Member and Series Member agrees and covenants that no Units held by him/her/it, in whole or in part, or any rights to distributions therefrom, may be Transferred unless, without limitation, the Manager delivers prior written consent and authorization to such Member or Series Member authorizing the proposed Transfer. Absent compliance with the foregoing and all other requirements provided in this Agreement, any such Transfer is void ab initio and not binding upon the Company, any Series, any Member, or any Series Member. Notwithstanding the foregoing, the Manager may authorize Permitted Transfers, including Transfers through the Platform, from time to time, by notifying all or a portion of the Members or the Series Members of a particular Series that the Manager intends to authorize such Permitted Transfers, along with information in reasonable detail regarding the terms of such Platform use and the parameters of such Permitted Transfers.

Section 9.2 Redemption of Units.

(a) Upon any Option Event occurring with respect to any Member or Series Member (an "Option Member"), the Option Member shall deliver written notice of the occurrence to the Manager as soon as reasonably possible, but not later than five (5) days after Option Member has knowledge of the Option Event. If Option Member fails to deliver written notice of the Option Event within the timeframe set forth herein, any Member or Series Member with knowledge of the Option Event may deliver written notice of the occurrence of the Option Event to the Manager.

(b) Upon the occurrence of an Option Event, regardless of whether notice is provided, the Company or applicable Series has the option, but not the obligation, as determined by the Manager in its sole discretion, to purchase all or a portion of the Option Member's Units for the Fair Market Value of such Units at any time, but in any event no later than sixty (60) days following the date on which the Manager has written notice of the occurrence of the Option Event (the "Redemption Option"). The Redemption Option may be exercised by the Manager's delivery of: (i) a written notice to the Option Member no later than the sixty (60) day period described in this Section 9.2(b), notifying such Option Member of the exercise of the Redemption Option; and (ii) the Manager's determination and opinion of the Fair Market Value of the Option Member's Units (collectively, the "Redemption Notice").

(c) If the foregoing Redemption Option is not exercised with respect to all or a portion of the Option Member's Units, but the Manager notifies such Option Member of Option Member's triggering of any Option Event, the business of the Company and its Series will continue and the Option Member will retain, if anything, only an economic interest based on the Units previously owned by and vested in such Option Member prior to the Option Event.

(d) If the Redemption Option is exercised, the Company or applicable Series shall make a distribution of cash or property to the Option Member with a value equal in amount to the Fair Market Value of Option Member's Units subject to the Redemption Option. The Manager has the option to cause the Company or applicable Series to make the distribution of Fair Market Value in five (5) equal, unsecured, nonrecourse annual installments, the first (1^st) of which to be made to the Option Member on or before the sixtieth (60^th) day after delivery by the Manager of the Redemption Notice. The four (4) subsequent payments would be delivered to the Option Member on the same date each year thereafter. The Manager retains the right to cause the acceleration, without penalty, of all or any part of the installment payments at any time. The Company or applicable Series will pay additional amounts computed as if the Option Member were entitled to interest on the undistributed amount of the total distribution to which the

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Option Member is entitled under this Section 9.2 to an annual simple interest rate equal to the prime interest rate published by the Wall Street Journal as determined on the day of delivery of the Redemption Notice.

(e) In order to fund any obligations under this Agreement, whether pursuant to this Section 9.2 or any other section of this Agreement, the Manager may cause the Company or Series to maintain such life insurance policies on the lives of one (1) or more Members or Series Members as the Manager, in its sole discretion, determines to be desirable.

Section 9.3 Resignation. No Member or Series Member may resign from the Company or any Series, as applicable, without written consent of the Manager, in its sole discretion. In the event the Manager consents to such Member's or Series Member's resignation, the resigning Member or Series Member shall sell all of such Member's or Series Member's Units for their Fair Market Value, as determined by the Manager, to the Company or applicable Series upon the effective date of his/her/its resignation.

Section 9.4 Right of Assignee to Become Member or Series Member. No transferee or assignee of a Unit in the Company or its Series, other than an existing Member or Series Member, has any rights of a Member or Series Member hereunder, including access or rights to Company or Series information, books, or records, or to become a substitute Member or Series Member, unless all of the requirements set forth in Section 4.1 above are satisfied. Rather, the transferee or assignee of the Units is entitled to receive only the share of the Distributable Cash to which the transferring Member or Series Member would otherwise be entitled with respect to the Unit(s) so Transferred. Whether an assignee of a Unit becomes a substituted Member or Series Member hereunder, the transferring Member or Series Member is not released from any of the transferring Member's or Series Member's liabilities owed to the Company or such Series incurred prior to the date of such Transfer.

Section 9.5 Right of First Refusal.

(a) Except for Permitted Transfers as may be permitted by the Manager from time to time in accordance with Section 9.1 above, if at any time any Member or Series Member desires to Transfer (a "Selling Party") all or any part of his/her/its Units pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Selling Party shall provide written notice (the "ROFR Notice") to the Manager. The ROFR Notice shall disclose the identity of the Proposed Transferee, the quantity and type of such Units proposed to be Transferred (the "Offered Units"), the total quantity of Units owned by the Selling Party, the name and mailing address of the Proposed Transferee, the terms and conditions, including price, of the proposed Transfer, whether the Offered Units are Units of the Company or a particular Series, and any other material facts relating to the proposed Transfer.

(b) The Company, applicable Series, or the Manager (as applicable, the "ROFR Party") may acquire, in accordance with the provisions of this Agreement, all or any portion of the Offered Units for the price and upon the other terms and conditions set forth in the ROFR Notice by delivering written notice of such intention to the Selling Party within twenty (20) days after the ROFR Notice is deemed to have been received by the Manager.

(c) Any Transfer of such Offered Units to be sold to the ROFR Party pursuant to this Section 9.5 will be made at the offices of the ROFR Party or virtually within sixty (60) days following the date of the ROFR Notice.

(d) If the ROFR Party does not purchase all of the Offered Units within the time frame above, then the Selling Party may Transfer all or any portion of the Offered Units at any time within ninety (90) days after the expiration or completion of the time period above, subject to the other provisions of this Agreement, including, without limitation, Section 9.1. Any such Transfer, if any, will be to the Proposed

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Transferee, at not less than the price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the ROFR Notice. Any remaining Offered Units not Transferred within such ninety (90) day period will continue to be subject to the requirements of a prior offer pursuant to this Section 9.5.

Section 9.6 Specific Enforcement. Each Member and Series Member expressly agrees that the Company and its Series will be irreparably harmed if this Agreement is not specifically performed. Upon a breach or threatened breach of the terms, covenants, and/or conditions of this Agreement by any Member or Series Member, the Company, its Series, and the Manager are, in addition to all other remedies, entitled to apply for a temporary or permanent injunction, or a decree for specific performance, in accordance with the provisions hereof. Further, each Member, Series Member, the Company, and each Series hereby waive any requirement under the Act or any statute, law, or regulation of the State of Delaware that such Member(s) or Series Member(s) or the Company or Series seeking enforcement of the terms of this Agreement or any dispute relating to the Company or its Series pursuant to this Section 9.6 post an injunction or specific performance bond.

Section 9.7 Drag-Along Rights.

(a) Participation. If at any time the Member(s) or Series Members comprising the Majority Approval (whether one (1) or more, the "Selling Member") receive an offer from a third party (the "Offeror") to buy (an "Offer") all or a portion of such Selling Member's Units (the "Selling Member's Offered Units"), and such Selling Member desires to accept the Offer (a "Drag-Along Sale"), the Selling Member has the right to require that each other Member or Series Member of such applicable Series (each a "Drag-Along Member") participate pro rata in any sale of the Selling Member's Offered Units (the "Drag-Along Right") to the Offeror, in accordance with the procedures set forth in this Section 9.7. Such Drag-Along Right will be upon substantially the same terms and conditions as the Offer.

(b) Sale Notice. The Selling Member shall send written notice of the Drag-Along Right (the "Drag-Along Notice") to each Drag-Along Member no later than ten (10) business days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-Along Sale and, in any event, no later than five (5) business days prior to the closing date of such Drag-Along Sale, which Drag-Along Notice shall state the amount and type of Units included in the Selling Member's Offered Units, the proposed purchase price, and the nature of the consideration (whether cash, securities, or a combination thereof). The Drag-Along Notice shall also state all of the material terms and conditions of the Offer and the name of the Offeror and shall include a copy of all executed letters of intent or agreements between the Offeror and the Selling Member necessary to establish the terms of the Offer.

(c) Units to be Sold. Each Drag-Along Member shall sell in the Drag-Along Sale, upon the terms set forth in the Offer, all of the Units of the Company or such applicable Series owned by such Drag-Along Member.

(d) Conditions of Sale. The consideration to be received by a Drag-Along Member will be the same form and amount of consideration per one (1) Unit of the same Unit Class and with respect to Company or the same Series to be received by the Selling Member (or, if the Selling Member is given an option as to the form and amount of consideration to be received, the same option shall be given), and the terms and conditions of such sale will, except as otherwise provided in the immediately succeeding sentence, be the same or substantially similar as those upon which the Selling Member sells the Selling Member's Offered Units. Each Drag-Along Member shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Selling Member makes or provides in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Selling Member, each Drag-Along Member shall make the

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comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself); provided, all representations, warranties, covenants, and indemnities will be made by the Selling Member and each Drag-Along Member severally and not jointly and any indemnification obligation will be pro rata based on the consideration received by the Selling Member and each Drag-Along Member, in each case in an amount not to exceed the aggregate proceeds received by the Selling Member and each such Drag-Along Member in connection with the Drag-Along Sale.

(e) Expenses. The fees and expenses of the Selling Member incurred in connection with a Drag-Along Sale and for the benefit of all Member(s) or Series Members of such Series (it being understood that costs incurred by or on behalf of Selling Member for his/her/its sole benefit will not be considered to be for the benefit of all Member(s) or Series Members of such Series), to the extent not paid or reimbursed by the Company or the Offeror, will be shared by all Member(s) or Series Members of such Series on a pro rata basis, based on the consideration received by each such Member or Series Member; provided, no Member or Series Member will be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Sale.

(f) Cooperation. Each applicable Member and Series Member of such Series shall take all actions as may be reasonably necessary or convenient, as determined by the Selling Members, to consummate the Drag-Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Member.

(g) Consummation of the Sale. The Selling Member will have ninety (90) days following the date of the Drag-Along Notice in which to consummate and close the Drag-Along Sale, on the terms set forth in the Drag-Along Notice (which such ninety (90) day period may be extended for a reasonable time not to exceed one hundred eighty (180) days to the extent reasonably necessary to obtain any regulatory or third-party approvals). If at the end of such period the Selling Member has not completed the Drag-Along Sale, the Selling Member may not then effect a transaction subject to this Section 9.7 without again fully complying with the provisions of this Section 9.7.

Section 9.8 Lock-Up. In the event of an Initial Public Offering, without the prior written consent of the underwriters managing any such Initial Public Offering, for a period beginning seven (7) days immediately preceding and ending on the one hundred eightieth (180^th) day following the effective date of the registration statement used in connection with such Initial Public Offering, no applicable Member or Series Member may (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise Transfer, directly or indirectly, any equity securities of the Company or its Series, as applicable, or any securities convertible into or exercisable or exchangeable for such equity securities or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any equity securities of the Company or its Series, as applicable, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of such equity securities or such other securities, in cash or otherwise. The foregoing provisions of this Section 9.8 do not apply (i) to transactions relating to any equity securities of the Company or its Series, as applicable, or other securities acquired in open market transactions after the completion of such Initial Public Offering, (ii) during the period preceding the execution of the underwriting agreement in connection with an underwritten offering, (iii) to transfers to a charitable organization, (iv) to the sale of any securities to an underwriter pursuant to an underwriting agreement, or (v) if the Manager and all holders of greater than two percent (2%) of the Company's or its Series', as applicable, Outstanding Units on the date thereof do not enter into similar agreements. In the event that either (x) during the last seventeen (17) days of the one hundred eighty (180) day period referred to above, the Company or its Series, as applicable, issues an earnings release or a press release announcing a significant event or (y) prior to the expiration of such one hundred eighty (180) day period, the Company

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or its Series, as applicable, announces that it will release earnings results or issue a press release announcing a significant event during the seventeen (17) day period beginning on the last day of such one hundred eighty (180) day period, the restrictions described above will continue to apply until the expiration of the seventeen (17) day period beginning on the date of the earnings release or the significant event press release. The underwriters in connection with the Initial Public Offering are intended third-party beneficiaries of this Section 9.8 and have the right, power, and authority to enforce the provisions hereof as though they were a Party hereto. Each Member and Series Member further agrees to execute such agreements as may be reasonably requested by the underwriters in the Initial Public Offering that are consistent with this Section 9.8 and that are necessary to give further effect thereto.

Section 9.9 Maintenance of a Register. Subject to the restrictions on Transfer and ownership limitations contained herein:

(a) The Manager will keep or cause to be kept on behalf of the Company and each Series a register to provide for the registration and Transfer of Units, which, in the sole determination of Manager, may be done using the Platform. The Manager is hereby appointed registrar and transfer agent of the Units, or may appoint such third-party registrar and transfer agent as it determines appropriate in its sole discretion, for the purpose of registering Units and Transfers of such Units as herein provided.

(b) Upon written consent by the Manager to the Transfer of any Unit(s), each transferee of such Unit(s) (including any nominee holder or an agent or representative acquiring such Units for the account of another Person) (i) shall attempt to qualify for admission to the Company or its Series as a Member or Series Member with respect to the Units so Transferred when any such Transfer or admission is reflected in the books and records of the Company or its Series, (ii) shall be deemed to agree to be bound by the terms of this Agreement and any applicable Series Agreement by completing a Joinder to the reasonable satisfaction of the Manager, (iii) shall become the Member or Series Member owning the Units so transferred, (iv) grants powers of attorney to the Manager and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Units and the admission of any new Member or Series Member shall not constitute an amendment to this Agreement or any Series Agreement, and no amendment to this Agreement or any Series Agreement shall be required for the admission of new Members or Series Members to the Company or any Series.

(c) Nothing contained in this Agreement precludes the settlement of any transactions involving Units entered into through the facilities of any National Securities Exchange on which such Units are listed for trading, if any.

Section 9.10 Transfer by the Manager. The Manager may Transfer its Units in the Company or any Series without the approval of the Member(s) or Series Members, and in such instance, unless otherwise provided for pursuant to this Agreement, such Transfer shall not result in the Manager ceasing to act as Manager of the Company and its Series.

Section 9.11 Remedies for Breach. If the Manager at any time determines in good faith that a Transfer or other event has taken place that is or results in a violation of this Article IX, the Manager may take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company or its Series to redeem Units, refusing to give effect to such Transfer on the books of the Company or its Series, or instituting proceedings to enjoin such Transfer or other event; provided, however, any Transfer or attempted Transfer or other event in violation of this Article IX shall automatically be void ab initio irrespective of any action (or non-action) by the Manager.

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Article X

BOOKS, RECORDS, ACCOUNTING, AND REPORTS

Section 10.1 Books and Records. The Company will maintain at its principal office, or at such other office or format as the Manager determines (including, if determined by the Manager, on the Platform) all of the following:

(a) a current list of the full name and last known business or residential address of each Member and Series Member;

(b) information regarding the Capital Contributions of each Member and Series Member, and the date on which each Member or Series Member became a Member or Series Member and made such Capital Contributions to the Company or its Series, as applicable;

(c) a copy of this Agreement and the Certificate of Formation, including any amendments hereof or thereof;

(d) a copy of each Series Designation and Series Agreement, including any amendments thereof;

(e) copies of the Company's federal, state, and local income tax or information returns and reports;

(f) copies of each Member's and Series Member's K-1 with respect to the Company or its Series, as applicable; and

(g) summary of financial statements of the Company and its Series, as determined by the Manager.

Section 10.2 Member Examination. Each Member has the right to examine all of the information described in Sections 10.1(c) and (g) with respect to the Company, and such information described in Sections 10.1(a), (b), and (f) that is applicable to the examining Member; and each Series Member has the right to examine all information described in Section 10.1(c) with respect to the Company, such information described in Sections 10.1(d) and (g) with respect to the applicable Series of which such Series Member owns Units, and such information described in Sections 10.1(a), (b), and (f) that is applicable to such examining Series Member; it being intended that no Member or Series Member will receive access to information described in Sections 10.1(a), (b), or (f) by virtue of this Section 10.2 with respect to any Member or Series Member other than the examining Member or Series Member. Notwithstanding the foregoing, the Manager may condition access to any such information on such Member's or Series Member's execution and delivery of a confidentiality agreement in form and substance reasonably acceptable to the Manager, and such right or access shall be during normal business hours and shall not unreasonably disrupt the business of the Company or its Series.

Section 10.3 Fiscal Year. Unless otherwise determined by the Manager or required by applicable law, the Fiscal Year of the Company ends on December 31 of each year.

Section 10.4 Non-Disclosure. Each Member and Series Member, on behalf of himself/herself/itself and his/her/its Affiliates, hereby agrees to treat as confidential, and to use only in connection with the business of the Company or its Series, all non-public and/or proprietary information of the Company and its Series, including the books and records described in Section 10.1 and any information pertaining to Assets of any

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Series or any other party to which the Company is under an obligation of confidentiality (collectively, "Confidential Information"); provided, however, Member(s) and Series Members may disclose any such information (a) that has become generally available to the public through no violation of this Section 10.4, (b) as to which such Member or Series Member has received from a third party to which neither such Member or Series Member, as applicable, nor the Company owes any confidentiality obligation, (c) as may be required or appropriate in any report, statement, or testimony submitted to any governmental authority having jurisdiction over such Member or Series Member, but only that portion of the data and information that, in the written opinion of counsel to such Member or Series Member, is required or would be required to be furnished to avoid liability for contempt or the imposition of any material judicial or governmental penalty or censure, (d) as may be required or appropriate in response to any summons or subpoena or in connection with a Proceeding, or (e) as to which the Manager has given its informed consent in writing.

Article XI

REPRESENTATIONS AND COVENANTS BY THE PROFITS MEMBERS

Each Profits Member, severally as to himself/herself/itself and not jointly, hereby represents and warrants to, and agrees with, the Manager, the other Member(s) and Series Members, and the Company and its Series, as follows:

Section 11.1 Investment Intent; Securities Regulation.

(a) Such Profits Member acquired or is acquiring such Profits Units with the intent of holding the same for investment for such Profits Member's own account and without the intent or a view of participating directly or indirectly in any distribution of such Profits Units within the meaning of the Securities Act or any applicable state securities laws.

(b) Such Profits Member acknowledges and agrees that such Profits Units were or are being issued and sold in reliance on an exemption from registration under the Securities Act and exemptions contained in applicable state securities laws, and that such Profits Units cannot and will not be sold or transferred except in a transaction that is exempt under the Securities Act and applicable state securities laws or pursuant to an effective registration statement under the Securities Act and applicable state securities laws.

(c) Such Profits Member (i) is knowledgeable and experienced in financial and business matters, (ii) is capable of evaluating the merits and risks of an investment in the Profits Units, (iii) is able to bear the economic risk of loss of such Profits Member's investment in such Profits Units, and (iv) is either (A) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; or (B) a qualified investor by virtue of such Profits Member's Capital Contributions not exceeding ten percent (10%) of the greater of such Profits Member's annual income or net worth (or in the case that Profits Member is a non-natural person, its revenue or net assets for such Profits Member's most recently completed fiscal year). To the extent such Profits Member has any questions with respect to his/her/its status as an accredited investor, or the application of the foregoing investment limits, he/she/it has sought professional advice.

(d) Such Profits Member understands that except as provided in this Agreement or applicable Series Agreement, such Profits Member has no contractual right for the registration under the Securities Act of his/her/its Profits Units for public sale and that, unless such Profits Units are registered or an exemption from registration is available, such Profits Units may be required to be held indefinitely.

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(e) Such Profits Member acknowledges and agrees that no representations or warranties have been made to such Profits Member by the Company, any Series, or any of its or their Manager, Officers, employees, agents, sub-agents, Affiliates, or Subsidiaries, or any other Member or Series Member, in each case, other than any representations of the Company or its Series contained herein or in his/her/its respective Subscription Agreement or Offering Document, and in purchasing its Profits Units such Profits Member is not relying upon any representations other than those contained herein or therein. Such Profits Member further acknowledges that the Company, its Series, and the Manager has not made any representations to such Profits Member regarding the Company's or such Series' business prospects or the Company's or such Series' ability to generate revenues in the future.

(f) Such Profits Member understands and acknowledges that his/her/its purchase of the Profits Units is a speculative investment that involves a high degree of risk and the potential loss of his/her/its entire investment, and, in particular, acknowledges that the Company and its Series is and will be engaged in a highly competitive business.

(g) Such Profits Member's overall commitment to investments that are not readily marketable is not disproportionate to such Profits Member's net worth, and an investment in the Profits Units will not cause such overall commitment to become excessive.

(h) Such Profits Member is not subscribing for the Profits Units as a result of, or pursuant to, any advertisement, article, notice, or other generalized communication published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or meeting, or any other "general solicitation" as defined and promulgated under the Securities Act and any other applicable federal and state laws and regulations, other than if and to the extent such advertisement(s) are permissible under Regulation A of Section 3(b) of the Securities Act.

(i) Such Profits Member has taken no action that would give rise to any claim by any Person for brokerage commissions, finders' fees, or the like relating to this Agreement or the Profits Units or the transactions contemplated hereby.

(j) Such Profits Member has discussed with, and relied upon the advice of, such Profits Member's counsel with regard to the meaning and legal consequences of such Profits Member's representations and warranties in this Agreement and the considerations involved in making an investment in the Company, and such Profits Member understands that the Company is relying on the information set forth herein and therein.

Section 11.2 Organization and Binding Agreement. Such Profits Member (a) if an entity, is duly formed, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into, deliver, and perform this Agreement, and (b) if an individual, has all legal capacity and authority to enter into, deliver, and perform this Agreement. This Agreement has been duly authorized by all necessary action and does not contravene any provision of the Profits Member's certificate of formation, partnership agreement, operating agreement, or similar organizational or governance documents, if applicable, or any law, regulation, rule, decree, order, judgment, or contractual restriction binding on such Profits Member or any of its assets. All consents, approvals, authorizations, permits of, filings with, and notifications to, any Person necessary for the due execution, delivery, and performance of this Agreement by such Profits Member have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any Person is required in connection with the execution, delivery, or performance of this Agreement by such Profits Member. This Agreement constitutes a legal, valid, and binding obligation of such Profits Member enforceable against such Profits Member in accordance with its terms.

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Section 11.3 Tax Position. Unless otherwise required by applicable law, no Profits Member will take a position on such Profits Member's income tax return, in any claim for refund, or in any administrative or legal Proceedings that is inconsistent with this Agreement or with any return filed by the Company or its Series. If any Profits Member believes that such a position is required by applicable law, such Profits Member will promptly notify the Manager in writing, citing such applicable law or any interpretation thereof.

Section 11.4 Information. Such Profits Member has received all documents, books, and records pertaining to an investment in the Company or applicable Series requested by such Profits Member. Such Profits Member has had a reasonable opportunity to ask questions of and receive answers concerning the Company and its Series, and all such questions have been answered to such Profits Member's satisfaction, and such Profits Member acknowledges that other Members or Series Members may have received additional and/or different disclosure materials relating to the Company or its Series and there is no guarantee that all Members and Series Members have received the same information.

Section 11.5 Licenses and Permits. Such Profits Member will use commercially reasonable efforts to cooperate in providing such information, in signing such documents, and in taking any other action as may reasonably be requested by the Manager in connection with obtaining any foreign, federal, state, or local license or permit needed to operate its business or the business of any Series.

Article XII

DISSOLUTION, TERMINATION, AND LIQUIDATION

Section 12.1 Dissolution and Termination.

(a) The Company shall not be dissolved by the admission of new Members or Series Members or the withdrawal of a transferring Member or Series Member following a Transfer. The Company shall dissolve, and its affairs shall be wound up, only upon:

(i) an election to dissolve the Company by the Manager;

(ii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Act;

(iii) at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Act; or

(iv) a vote by the Member(s) to dissolve the Company following the for-cause removal of the Manager in accordance with Section 6.3.

(b) A Series shall not be terminated by the admission of new Profits Members or Voting Members or the withdrawal of a transferring Profits Member or Voting Member following a Transfer associated with any Series. Unless otherwise provided in the applicable Series Designation or Series Agreement, a Series shall terminate, and its affairs shall be wound up, upon:

(i) the dissolution of the Company pursuant to Section 12.1(a).

(ii) an event set forth as an event of termination of such Series in the applicable Series Designation or Series Agreement;

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(iii) an election to terminate the Series by the Manager;

(iv) at any time that there are no Members of such Series, unless the business of such Series is continued in accordance with the Act; or

(v) a vote by the Voting Member(s) to dissolve the Series following the for-cause removal of the Manager in accordance with Section 6.3.

(c) The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Act is strictly prohibited and will be void ab initio.

Section 12.2 Liquidator. Upon dissolution of the Company or termination of any Series, the Manager shall select one or more Persons to act as Liquidator, which Liquidator may be the Manager. In the case of a dissolution of the Company, (i) the Liquidator is entitled to receive compensation for its services; (ii) the Liquidator (if other than the Manager) agrees not to resign at any time without ten (10) business says' prior notice and may be removed at any time by the Manager; (iii) upon dissolution, death, incapacity, removal, or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers, and duties of the original Liquidator) shall within fifteen (15) business days be appointed by the Manager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the Parties, all of the powers conferred upon the Manager under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Section 12.3 Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the Assets of such Series, discharge its Liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18-215 and 18-804 of the Act, the terms of any Series Designation or Series Agreement, and the following:

(a) Subject to Section 12.3(c), the Assets may be disposed of by public or private sale, including, without limitation, purchase by the Liquidator or Manager, on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the Assets would be impractical or would cause undue loss to the Series Members associated with such Series.

(b) Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.2) and amounts to Series Members associated with such Series otherwise than in respect of their distribution rights under Section 7.3. With respect to any liability that is contingent, conditional, or unmatured, or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it deems appropriate or establish a reserve of Distributable Cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other Liabilities or distributed as additional liquidation proceeds.

(c) Subject to the terms of any Series Designation or Series Agreement (including, without limitation, the preferential rights, if any, of holders of any other Unit Class of the applicable Series),

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all property and all Distributable Cash in excess of that required to discharge Liabilities as provided in Section 12.3(b) shall be distributed to the holders of the Units of the Series as provided in Section 7.3(a).

Section 12.4 Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of all Distributable Cash and property in connection with the termination of all Series (other than the reservation of amounts for payments in respect of the satisfaction of Liabilities of the Company or any Series), the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company and its Series will be taken by the Liquidator or the Manager, as applicable.

Section 12.5 Return of Contributions. None of any Member, Series Member, the Manager, the Liquidator, or any Officer of the Company or associated with any Series or any of their respective Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents, or independent contractors will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company or any Series to enable it to effectuate, the return of the Capital Contributions of any Series Members with respect to a Series, or any portion thereof, it being expressly understood that any such return shall be made solely from Assets associated with the applicable Series, if any, after payment or reservation for Liabilities or other amounts described in this Agreement.

Section 12.6 Waiver of Partition. To the maximum extent permitted by law, each Member and Series Member hereby waives any right to partition of the Company or Assets of a Series.

Article XIII

AMENDMENT OF AGREEMENT OR SERIES AGREEMENT

Section 13.1 Amendments to be Adopted Solely by the Manager. Except as provided in Section 13.2, the Manager may amend any of the terms of this Agreement, any Series Designation, or any Series Agreement as it determines in its sole discretion and without the consent of any of the Members or Series Members. Without limiting the foregoing, the Manager, without the approval of any Member or Series Member, may execute, swear to, acknowledge, deliver, file, and record whatever documents may be required in connection with the foregoing, to reflect:

(a) a change in the name of the Company or a Series, the location of the principal place of business of the Company or a Series, the registered agent of the Company, or the registered office of the Company;

(b) the admission, substitution, withdrawal, or removal of Member(s) or Series Members in accordance with this Agreement, any Series Designation, or any Series Agreement;

(c) a change that the Manager determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that each Series will continue to be taxed pursuant to the terms of this Agreement as determined by Manager;

(d) a change that, in the sole discretion of the Manager, (i) does not uniquely adversely affect the Profits Members (including adversely affecting the holders of any Unit Class of a Series as compared to other Unit Classes of such Series) in any material respect, (ii) is necessary or appropriate to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute

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(including the Act), (iii) is necessary, desirable, or appropriate to facilitate the Transfer of Units (including, without limitation, the division of any Unit Class into different or same Unit Classes to facilitate uniformity of tax consequences within such Unit Classes) or comply with any rule, regulation, guideline, or requirement of any National Securities Exchange on which Units are or will be listed for trading, the Platform, or any other Permitted Transfer authorized by the Manager, compliance with any of which the Manager deems to be in the best interests of the Company, its Series, or the Member(s) or Series Members, (iv) is necessary or appropriate in connection with action taken pursuant to Section 4.7, or (v) is required to effect the intent expressed in any Offering Document or Subscription Agreement or the intent of the provisions of this Agreement or any Series Designation or Series Agreement or is otherwise contemplated by this Agreement or any Series Designation or Series Agreement;

(e) a change in the Fiscal Year or taxable year of the Company or any Series and any other similar changes that the Manager determines to be necessary or appropriate;

(f) an amendment that the Manager determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company, the Manager, any Officers, or any trustees or agents of the Company from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act, or "plan asset" regulations adopted under ERISA, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g) an amendment that the Manager determines to be necessary or appropriate in connection with the establishment or creation of additional Series pursuant to Section 3.1 or the authorization, establishment, creation, or issuance of any Unit Class pursuant to Section 4.3 and the admission of new Members or Series Members;

(h) any other amendment permitted in this Agreement to be made by the Manager; and

(i) any other amendments substantially similar to the foregoing.

Section 13.2 Certain Amendment Requirements.

(a) Notwithstanding the provisions of Section 13.1, no provision of this Agreement that establishes a percentage of Outstanding Units or Unit Class required to take any action, including Section 4.7, shall be amended, altered, changed, repealed, or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of at least such percentage of Outstanding Units entitled to vote thereon.

(b) Notwithstanding the provisions of Section 13.1, no amendment to this Agreement may (i) enlarge the obligations of any Member or Series Member without his/her/its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.1(c) or (ii) change Section 12.1(a), the term of the Company, or except as set forth in Section 12.1(a), give any Person the right to dissolve the Company, unless such amendment is approved by Majority Approval.

(c) Subject to Section 4.3(a), and without limitation of the Manager's authority to adopt amendments to this Agreement without the approval of any Member(S) or Series Members as generally contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any Unit Class or Series Members of a Series in relation to other Unit Classes or Series Members of a Series must be approved by Majority Approval of such Series.

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Section 13.3 Amendment Approval Process. Amendments to this Agreement or any Series Designation or Series Agreement may be proposed only by or with the consent of the Manager. The Company will deliver to each Member or Series Member, as applicable, prompt notice of the adoption of every amendment made to this Agreement or any Series Designation or Series Agreement pursuant to this Article XIII to the extent appropriate and practicable.

Article XIV

GENERAL PROVISIONS

Section 14.1 Addresses and Notices.

(a) Any notice to be served in connection with this Agreement or any Series Agreement shall be served in writing (which, for the avoidance of doubt, may include email), and any notice or other correspondence under or in connection with this Agreement or any Series Agreement shall be delivered to the relevant party at the address given in this Agreement or any Series Agreement (or a Joinder) or to such other address as may be notified in writing for the purposes of this Agreement or Series Agreement to the party serving the document and that appears in the books and records of the Company or relevant Series. The Company intends to make transmissions by electronic means to ensure prompt receipt and may also publish notices or reports on a secure electronic application to which all Members and applicable Series Members have access, which may include the Platform, and any such publication shall constitute a valid method of serving notices under this Agreement and any Series Agreement.

(b) Any notice or correspondence shall be deemed to have been served as follows:

(i) in the case of hand delivery, on the date of delivery if delivered before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following delivery;

(ii) in the case of service by U.S. registered mail, on the third business day after the day on which it was posted;

(iii) in the case of email (subject to oral or electronic confirmation of receipt of the email in its entirety), on the date of transmission if transmitted before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following transmission; and

(iv) in the case of notices published on an electronic application, on the date of publication if published before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following publication.

(c) In proving service (other than service by email), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed.

(d) Any notice to the Company (including any Series) shall be deemed given if received by the Manager at the principal office of the Company. The Manager and the Officers may rely and shall be protected in relying on any notice or other document from a Profits Member or other Person if believed by it to be genuine.

Section 14.2 Successors; Assigns; Entire Agreement. This Agreement is binding upon and inures to the benefit of the Parties. Any and all of the rights of a Member or Series Member under this Agreement or a Series Agreement may be assigned or otherwise conveyed by any Member only as expressly provided by

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the terms and conditions of this Agreement and any applicable Series Agreement. This Agreement may be executed in counterparts (including by electronic transmission or electronic signature or Joinder), all of which together constitute one (1) agreement. This Agreement, including the Exhibits attached hereto and any Series Designations and Series Agreements, contains the entire agreement among the Parties as to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreement or understanding among the Parties with respect to the subject matter hereof. The waiver of any of the provisions, terms, or conditions contained in this Agreement shall not be considered as a waiver of any of the other provisions, terms, or conditions hereof. If any one (1) or more of the provisions of this Agreement are for any reason held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with applicable law then in effect.

Section 14.3 Further Action. From time to time after the Effective Date, upon the request of the Manager, each Member and Series Member shall perform, or cause to be performed, all such additional acts, and shall execute and deliver, or cause to be executed and delivered, all such additional instruments and documents, as may be required to effectuate the purposes of this Agreement.

Section 14.4 Headings. The headings used in this Agreement are used for convenience only and do not constitute substantive matters to be considered in construing this Agreement.

Section 14.5 No Third-Party Rights. Except for Section 6.5 and Section 9.8, the provisions of this Agreement are for the benefit of the Company, its Series, the Manager, the Members, and the Series Members and no other Person, including creditors of the Company or any Series, has any right or claim against the Company or its Series, the Manager, any Member, or Series Member by reason of this Agreement or any Series Agreement or any provision hereof nor is such Person entitled to enforce any provision of this Agreement or any Series Agreement.

Section 14.6 Right to Convert. If the Manager elects to undertake a Conversion (as defined below) with respect to the Company or any of its Series, then the Member(s) and Series Members, as applicable, shall use commercially reasonable efforts to cooperate with the Company, its Series, and the Manager to effectuate such Conversion, which may require the conversion of their Units into or exchange of their Units for limited partnerships interests, membership interests, or shares of common stock or other securities in the Company or the Successor in accordance with this Section 14.6. As used herein, "Conversion" means the conversion of the Company or its Series from a limited liability company to, or exchanging Company or Series securities for securities of, a partnership, limited liability company, or corporation organized under the laws of the State of Delaware or any other state (the "Successor"), whether by merger, a tax-free contribution under Section 351 of the Code, or by such other form of transaction as may be available under applicable law. Upon the Manager's decision to effectuate a Conversion, the Member(s) and applicable Series Members shall, at the sole expense of the Company, as soon as practicable thereafter execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all instruments and documents that may be reasonably requested by the Manager to best effectuate the Conversion while continuing in full force and effect, to the extent consistent with such conversion, the terms, provisions, and conditions of this Agreement, including all rights, protections, and benefits afforded to Parties to this Agreement, and including, without limitation, those provisions (i) granting the Manager exclusive authority to manage the operations and affairs of the Company and its Series, (ii) restricting the Transfer of Units, (iii) granting rights to repurchase or sell Units or rights to participate in certain transactions, and (iv) relating to confidentiality, indemnification, and limitation of the Company's activities. It is the intent of the Member(s) and Series Members that any Conversion, however accomplished, is part of the Members' and Series Members' investment decision with respect to the Units.

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Section 14.7 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement, or condition.

Section 14.8 Applicable Law, Dispute Resolution, and Jurisdiction.

(a) Governing Law. This Agreement and its Series Agreements and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Member(s) and Series Members and as between them shall be determined pursuant to the Act and this Agreement and any applicable Series Agreement. To the extent the rights or obligations of any Member or Series Member are different by reason of any provision of this Agreement than they would otherwise be under the Act in the absence of any such provision, or even if this Agreement is inconsistent with the Act, this Agreement shall control, except to the extent the Act prohibits any particular provision of the Act to be waived or modified, in which event any contrary provisions hereof shall be valid to the extent permitted under the Act.

(b) Alternative Dispute Resolution. Because the nature of the Company and its Series is to generate profits to share with its Series Members, it is imperative that a Series Member's dispute with the Company, the Manager, and/or other Series Members is not allowed to diminish the profits available to other Series Members or resources necessary to operate the Company or its Series. Litigation could require diversion of Company or Series profits to pay attorneys' fees or could tie up Company or Series funds necessary for operation of the Company or the affected Series or its Assets, impacting the profitability of the investment for all such Series Members. One way to mitigate such expense is to have a dispute resolution procedure (the "Procedure") in place, to which each of the Series Members have specifically agreed in advance of ownership in the Company or in a Series. The Procedure described below requires an aggrieved party to take a series of steps designed to amicably resolve a dispute on terms that will preserve the interests of the Company or Series, and the other non-disputing Series Members, before invoking a costly remedy. In the event of a dispute, claim, question, or disagreement among Series Members or among the Manager and/or one or more Series Members, or any other parties hereto or to a Series Agreement, arising from or relating to this Agreement, any Series Agreement, the breach thereof, or any associated transaction, or to interpret or enforce any rights or duties under the Act (each of the foregoing, a "Dispute"), except allegations of violations of federal or state securities laws, the Manager, Member, and Series Members hereby agree to resolve such Dispute by strictly adhering to the Procedure provided herein below.

(c) Negotiation. Written notice of a Dispute must be sent to the Manager or Series Member by the aggrieved party as described in the notice requirements herein. The parties thereto shall use their best efforts to settle any Dispute through negotiation before resorting to any other means of resolution. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to all parties thereto. If, within a period of sixty (60) days after written notice of such Dispute has been served by a party on the other, the parties have not reached a negotiated solution, then upon further notice by either party, the Dispute shall be submitted to arbitration. The onus is on the complaining party to initiate each next step in this Procedure as provided below.

(d) Arbitration. Any Dispute that remains unresolved after good faith negotiation shall be settled by binding arbitration in Los Angeles, California, in accordance with the Independent Film & Television Alliance Rules for International Arbitration then in effect, or any successor thereto. Judgment on the award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof.

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(e) Jurisdiction. Notwithstanding the foregoing, upon unanimous consent of all parties to a Dispute, or as may be required to effect enforcement of this Agreement by the Manager, including, without limitation, pursuant to Section 9.6, the disputing party may initiate a small claims action or other litigation in lieu of mandatory mediation and arbitration in a court of competent jurisdiction as provided herein. Any such suit, action, or proceeding shall be brought in Los Angeles, California or in the Chancery Court in the State of Delaware, and each Series Member hereby consents to the jurisdiction of the courts located in Los Angeles, California or the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action, or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding that is brought in any such court has been brought in an inconvenient forum. Each Series Member hereby waives the right to commence an action, suit, or proceeding seeking to enforce any provisions of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby or thereby in any court outside of the courts located in Los Angeles, California or in the Chancery Court in the State of Delaware. Process in any suit, action, or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 14.1 will be deemed effective service of process on such party. EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR SERIES MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY UNITS HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR ANY SERIES AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR ITS SERIES OR THE RELATIONS UNDER THIS AGREEMENT OR OTHERWISE AS TO THE COMPANY OR ITS SERIES AS BETWEEN OR AMONG ANY SAID PERSONS.

Section 14.9 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 14.10 Attorneys' Fees. If the Company, the Manager, or a Series brings or defends an action against another Party to enforce its rights under this Agreement, the Company, the Manager, or such Series shall be entitled to recover its reasonable fees, costs, and expenses, including reasonable attorneys' fees and costs, incurred in connection with such action and any appeal thereof, provided a judgment, order, or decree is rendered or entered in favor of Company, the Manager, or such Series in such action or Proceeding.

Section 14.11 Consent of Members. Each Member and Series Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members or Series Members, such action may be so taken upon the concurrence of less than all of the Members or Series Members, as applicable, and each Member and Series Member, as applicable, shall be bound by the results of such action.

Section 14.12 Certain Acknowledgments. Upon execution and delivery of a counterpart to this Agreement or a Series Agreement or a Joinder, each Member and Series Member is deemed to acknowledge to the other Parties as follows: (a) the determination of such Member or Series Member to acquire Units in connection with this Agreement or any Series Agreement or Subscription Agreement has been made by such Member or Series Member independent of any other Member or Series Member and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects, or condition (financial or otherwise) of the Company or its Series that may have been made or given by any other Member or Series Member, by the Manager, or by any agent or employee of any other Member or Series Member; (b) no other Member or Series Member has acted as an agent of such Member or Series

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Member in connection with making his/her/its investment hereunder and no other Member or Series Member will be acting as an agent of such Member or Series Member in connection with monitoring his/her/its investment hereunder; (c) Pierce McCoy, PLLC represents the Company in connection with this Agreement; (d) this Agreement is the result of negotiations among, and has been reviewed by, the Member(s) and Series Members and will be deemed to be the product of the Member(s) and Series Members, and no ambiguity shall be construed in favor of or against any Party, and this Agreement shall be interpreted fairly, in accordance with the plain meaning of its terms; and (e) all references in this Agreement to any law shall be to such law as amended, supplemented, modified, and replaced from time to time.

Section 14.13 Spousal Consent. Each Member or Series Member who resides in a community property state and who has a spouse on the Effective Date of this Agreement shall cause such Member's or Series Member's spouse to execute and deliver to the Company a spousal consent in the form of Exhibit B, attached hereto and incorporated herein (a "Spousal Consent"), pursuant to which the Member's spouse acknowledges that he or she has read and understood this Agreement and any applicable Series Agreement and agrees to be bound by its terms and conditions. If any Member or Series Member marries or engages in a marital relationship or any Person becomes a Member or Series Member following the Effective Date of this Agreement, such Member or Series Member shall cause his or her spouse to execute and deliver to the Company a Spousal Consent as a condition precedent to such Member or Series Member becoming or maintaining his or her rights as a Member or Series Member owning Units of the Company.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.

COMPANY:

One Door Studios Entertainment Properties LLC
a Delaware limited liability company

By:      One Door Studios LLC
            A Utah limited liability company
            its Manager

By: /s/ Jason Brents                                 Date: March 18, 2022      

Name: Jason Brents      

Title: Manager      

Address: 4320 Modoc Road, Suite F      

Santa Barbara, CA 93110      

[Company Signature Page to Limited Liability Company Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.

MANAGER:

One Door Studios LLC
a Utah limited liability company

By: /s/ Jason Brents                                 Date: March 18, 2022      

Name: Jason Brents      

Title: Manager      

Address: 4320 Modoc Road, Suite F      

Santa Barbara, CA 93110      

[Manager Signature Page to Limited Liability Company Agreement]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.

MEMBER:

One Door Studios LLC
a Utah limited liability company

By: /s/ Jason Brents                                 Date: March 18, 2022      

Name: Jason Brents      

Title: Manager      

Address: 4320 Modoc Road, Suite F      

Santa Barbara, CA 93110      

[Member Signature Page to Limited Liability Company Agreement]

Exhibit A

Form of Joinder Agreement

This Joinder, dated as of [______________], is delivered in connection with the receipt of [INSERT NUMBER OF UNITS] [TYPE OF UNITS] Units of [OneDoor Studios Entertainment Properties LLC, a Delaware limited liability company] [OR INSERT NAME OF SERIES] (the "Company" ["Series"]). By execution of this Joinder, upon acknowledgement of same by the Manager, and payment of any applicable subscription price, the undersigned hereby becomes a "Party" to that certain Limited Liability Company Agreement of the Company, dated as of March 18, 2022 (as amended, modified, and/or restated from time to time, the "Agreement") [AND THAT CERTAIN SERIES AGREEMENT OF THE SERIES DATED AS OF [______________] (THE "SERIES AGREEMENT")] and has the rights of and shall observe all the obligations applicable to a "[TYPE OF MEMBER] Member" under the Agreement [AND THE SERIES AGREEMENT], in each case, in the same manner as if the undersigned were an original signatory to the Agreement [AND THE SERIES AGREEMENT].

                                                                

a/an                                                                 

By:                                                                                                   Date:                                 

Name:                                                                 

Title (if applicable):                                 

Address:                                                                 

                                                                

SEEN, ACKNOWLEDGED, AND AGREED TO BY:

COMPANY

Series Calculated Sequels, a series of
OneDoor Studios Entertainment Properties LLC
a Delaware limited liability company

[Form of Joinder Agreement]

Exhibit B

Form of Spousal Consent

Each undersigned spouse of a Member or Series Member, as applicable, has read and hereby agrees to perform and be bound by the terms and conditions of the Limited Liability Company Agreement dated March 18, 2022 (the "Company Agreement") of OneDoor Studios Entertainment Properties LLC, a Delaware limited liability company (the "Company") [AND THAT CERTAIN SERIES AGREEMENT DATED [______________] (THE "SERIES AGREEMENT") OF [NAME OF SERIES] (THE "SERIES")]. In consideration of the Manager's having granted a Member or Series Member the right to acquire Units in accordance with the Company Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Company Agreement [AND SERIES AGREEMENT].

By signing below, you hereby agree that you and any interest, including any community property interest, that you may have in any Units subject to the Company Agreement shall be irrevocably bound by the Company Agreement [AND SERIES AGREEMENT], including any restrictions on the transfer or other disposition of any Units, valuation methods, or agreed values for the Units or other obligations as set forth in the Company Agreement [OR SERIES AGREEMENT]. You hereby irrevocably appoint your spouse as your attorney-in-fact with respect to the exercise of any rights and obligations under the Company Agreement [OR SERIES AGREEMENT].

SPOUSE:

By:                                                                                                               Date:                                 

Spouse Name:                                                                 

Member/Series Member Name:                                            

[Form of Spousal Consent for Community Property State Members]

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
OF PROTECTED SERIES TO REGISTERED SERIES

Pursuant to Section 18-219 of the Limited Liability Company Act of the State of Delaware, the undersigned hereby certifies as follows:

1. The name of the limited liability company is OneDoor Studios Entertainment Properties LLC (the "Company").

2. The name of the protected series, as originally established, is Series Calculated Sequels a Series of OneDoor Studios Entertainment Properties LLC.

3. The name of the registered series, as set forth in its certificate of registered series, is OneDoor Studios Entertainment Properties LLC Series Calculated Sequels.

4. The date of filing of the original certificate of formation of the Company with the Delaware Secretary of State is December 20, 2021.

5. The protected series was originally established on January 10, 2022.

6. The conversion has been approved in accordance with Section 18-219 of the Limited Liability Company Act of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Conversion on the 1st day of April 2022

By: /s/Jason Brents      
      Authorized Person

Name: Jason Brents      
            Print or Type

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STATE OF DELAWARE
CERTIFICATE OF REGISTERED SERIES OF
LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a registered series of a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is OneDoor Studios Entertainment Properties LLC (the "Company").

2. The name of the registered series is OneDoor Studios Entertainment Properties LLC Series Calculated Sequels (the "Registered Series").

3. To the fullest extent permitted by law, a manager of the Registered Series shall not be personally liable to the Registered Series or its members or the Company for monetary damages for breach of fiduciary duty as a manager. If the Limited Liability Company Act or any other law of the State of Delaware is amended after approval by the members or Company of this Section 3 to authorize Registered Series action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Registered Series shall be eliminated or limited to the fullest extent permitted by the Limited Liability Company Act as so amended. Any repeal or modification of the foregoing provisions of this Section 3 shall not adversely affect any right or protection of a manager of the Registered Series existing at the time of, or increase the liability of any manager of the Registered Series with respect to any acts or omissions of such manager occurring prior to, such repeal or modification.

4. To the fullest extent permitted by law, the Registered Series is authorized to provide indemnification of (and advancement of expenses to) managers, officers, and agents of the Registered Series (and any other persons to which the Limited Liability Company Act permits the Registered Series to provide indemnification) through Limited Liability Company Agreement or Series Agreement provisions, agreements with such agents or other persons, vote of members or managers, or otherwise, in excess of the indemnification and advancement otherwise permitted by the Limited Liability Company Act. Any amendment, repeal, or modification of the provisions of this Section 4 shall not (a) adversely affect any right or protection of any manager, officer, or other agent of the Registered Series existing at the time of such amendment, repeal, or modification, or (b) increase the liability of any manager, officer, or other agent of the Registered Series with respect to any acts or omissions of such manager, officer, or agent occurring prior to, such amendment, repeal, or modification.

5. The Designated Series is hereby established as a registered series of the Company, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Company generally or any other protected or registered series of the Company thereof are enforceable against the assets of the Registered Series. The books and records maintained for the Registered Series will account

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for the assets associated with the Registered Series separately from the other assets of the Company and any other protected or registered series thereof. The Registered Series may carry on any lawful business, purpose, or activity, and shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal, and intangible property), grant liens and security interests, raise money, and sue and be sued. No member or manager of the Registered Series shall be obligated personally for any debt, obligation, or liability of the Registered Series, whether arising in contract, tort, or otherwise, solely by reason of being a member or manager of the Registered Series.

By: /s/Jason Brents      
      Authorized Person

Name: Jason Brents      
            Print or Type

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STATE OF DELAWARE
CERTIFICATE OF REGISTERED SERIES OF
LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a registered series of a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is OneDoor Studios Entertainment Properties LLC (the "Company").

2. The name of the registered series is OneDoor Studios Entertainment Properties LLC Series Messiah (the "Registered Series").

3. To the fullest extent permitted by law, a manager of the Registered Series shall not be personally liable to the Registered Series or its members or the Company for monetary damages for breach of fiduciary duty as a manager. If the Limited Liability Company Act or any other law of the State of Delaware is amended after approval by the members or Company of this Section 3 to authorize Registered Series action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Registered Series shall be eliminated or limited to the fullest extent permitted by the Limited Liability Company Act as so amended. Any repeal or modification of the foregoing provisions of this Section 3 shall not adversely affect any right or protection of a manager of the Registered Series existing at the time of, or increase the liability of any manager of the Registered Series with respect to any acts or omissions of such manager occurring prior to, such repeal or modification.

4. To the fullest extent permitted by law, the Registered Series is authorized to provide indemnification of (and advancement of expenses to) managers, officers, and agents of the Registered Series (and any other persons to which the Limited Liability Company Act permits the Registered Series to provide indemnification) through Limited Liability Company Agreement or Series Agreement provisions, agreements with such agents or other persons, vote of members or managers, or otherwise, in excess of the indemnification and advancement otherwise permitted by the Limited Liability Company Act. Any amendment, repeal, or modification of the provisions of this Section 4 shall not (a) adversely affect any right or protection of any manager, officer, or other agent of the Registered Series existing at the time of such amendment, repeal, or modification, or (b) increase the liability of any manager, officer, or other agent of the Registered Series with respect to any acts or omissions of such manager, officer, or agent occurring prior to, such amendment, repeal, or modification.

5. The Registered Series is hereby established as a registered series of the Company, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Company generally or any other protected or registered series of the Company thereof are enforceable against the assets of the Registered Series. The books and records maintained for the Registered Series will account

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for the assets associated with the Registered Series separately from the other assets of the Company and any other protected or registered series thereof. The Registered Series may carry on any lawful business, purpose, or activity, and shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal, and intangible property), grant liens and security interests, raise money, and sue and be sued. No member or manager of the Registered Series shall be obligated personally for any debt, obligation, or liability of the Registered Series, whether arising in contract, tort, or otherwise, solely by reason of being a member or manager of the Registered Series.

By: /s/John Lee      
      Authorized Person

Name: John Lee      

Date: 7/13/2022      

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STATE OF DELAWARE
CERTIFICATE OF REGISTERED SERIES OF
LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a registered series of a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1. The name of the limited liability company is OneDoor Studios Entertainment Properties LLC (the "Company").

2. The name of the registered series is OneDoor Studios Entertainment Properties LLC Series Cyrus (the "Registered Series").

3. To the fullest extent permitted by law, a manager of the Registered Series shall not be personally liable to the Registered Series or its members or the Company for monetary damages for breach of fiduciary duty as a manager. If the Limited Liability Company Act or any other law of the State of Delaware is amended after approval by the members or Company of this Section 3 to authorize Registered Series action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Registered Series shall be eliminated or limited to the fullest extent permitted by the Limited Liability Company Act as so amended. Any repeal or modification of the foregoing provisions of this Section 3 shall not adversely affect any right or protection of a manager of the Registered Series existing at the time of, or increase the liability of any manager of the Registered Series with respect to any acts or omissions of such manager occurring prior to, such repeal or modification.

4. To the fullest extent permitted by law, the Registered Series is authorized to provide indemnification of (and advancement of expenses to) managers, officers, and agents of the Registered Series (and any other persons to which the Limited Liability Company Act permits the Registered Series to provide indemnification) through Limited Liability Company Agreement or Series Agreement provisions, agreements with such agents or other persons, vote of members or managers, or otherwise, in excess of the indemnification and advancement otherwise permitted by the Limited Liability Company Act. Any amendment, repeal, or modification of the provisions of this Section 4 shall not (a) adversely affect any right or protection of any manager, officer, or other agent of the Registered Series existing at the time of such amendment, repeal, or modification, or (b) increase the liability of any manager, officer, or other agent of the Registered Series with respect to any acts or omissions of such manager, officer, or agent occurring prior to, such amendment, repeal, or modification.

5. The Registered Series is hereby established as a registered series of the Company, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Company generally or any other protected or registered series of the Company thereof are enforceable against the assets of the Registered Series. The books and records maintained for the Registered Series will account

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for the assets associated with the Registered Series separately from the other assets of the Company and any other protected or registered series thereof. The Registered Series may carry on any lawful business, purpose, or activity, and shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal, and intangible property), grant liens and security interests, raise money, and sue and be sued. No member or manager of the Registered Series shall be obligated personally for any debt, obligation, or liability of the Registered Series, whether arising in contract, tort, or otherwise, solely by reason of being a member or manager of the Registered Series.

By: /s/John Lee      
      Authorized Person

Name: John Lee      

Date: 7/13/2022      

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Establishment and Designation
of
Series Calculated Sequels
A series of
OneDoor Studios Entertainment Properties LLC

In accordance with Section 18-215(b) of the Delaware Limited Liability Company Act and the limited liability company agreement of OneDoor Studios Entertainment Properties LLC, a Delaware series limited liability company (the "Company"),

Series Calculated Sequels

(the "Series") is hereby established as a series of the Company, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of the Series.

The books and records of the Company maintained for the Series will account for the assets associated with the Series separately from the other assets of the Company and any other series thereof.

The Series may carry on any lawful business, purpose or activity, and shall have the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued.

No member or manager of the Series shall be obligated personally for any debt, obligation or liability of the Series, whether arising in contract, tort or otherwise, solely by reason of being a member or acting as manager of the Series.

No member associated with the Series shall have any voting rights. The manager of the Series shall be One Door Studios LLC, a Utah limited liability company.

Notwithstanding anything to the contrary set forth herein, the terms of the Series shall be governed by the limited liability company agreement of the Company, as such agreement may be amended from time to time.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of this 10 day of January, 2022.

ONE DOOR STUDIOS LLC, a Utah limited liability company

Its Manager

 

 

By: /s/ John Lee      

Name: John Lee

Title: Manager

SERIES AGREEMENT

of

SERIES CALCULATED SEQUELS,
A SERIES OF
ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

dated as of

March 18, 2022

THE UNITS REPRESENTED BY THIS SERIES AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT OF ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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SERIES AGREEMENT
of
SERIES CALCULATED SEQUELS,
a Series of
ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

THIS SERIES AGREEMENT (this "Series Agreement") is dated as of the 18^th day of March 2022 ("Effective Date"), by and among (i) OneDoor Studios Entertainment Properties LLC, a Delaware limited liability company ("Company"), (ii) One Door Studios LLC, a Utah limited liability company ("Manager"), and (iii) the Series Members (as defined below) (each of the foregoing a "Party" and collectively the "Parties")

RECITALS

WHEREAS, the Company was formed on December 20, 2021 upon the filing of the Company's Certificate of Formation with the Delaware Secretary of State, and the Company, the Manager, and the sole member of the Company entered into that certain limited liability company agreement dated on or about March 18, 2022 (the "Company Agreement"), of which this Series Agreement represents a Series Agreement under such Company Agreement;

WHEREAS, the Parties desire to create a new Series (as defined below) of the Company pursuant to the terms of the Company Agreement, which Series may acquire, own, and manage certain assets separate from assets owned by the Company or associated with any other series of the Company ("Separate Assets"); and

WHEREAS, the Parties desire that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to this Series and its Separate Assets be enforceable against the assets of this Series and its Separate Assets only, and not against the assets of the Company generally or any other series created under the Company Agreement.

NOW, THEREFORE, in consideration of the mutual promises and obligations herein contained, the Parties, intending to be legally bound, hereby agree as follows:

Article I

FORMATION AND PURPOSE

Section 1.1           Formation. The Manager, by the Establishment and Designation of Series attached hereto and incorporated herein as Exhibit A (the "Series Designation"), has created this Series pursuant to the terms of the Company Agreement and this Series Agreement. The name of the series limited liability company created hereunder is called Series Calculated Sequels, a series of OneDoor Studios Entertainment Properties LLC (this "Series").

Section 1.2           Term. The term of this Series shall commence upon the Series' establishment in the Series Designation and shall be perpetual unless earlier dissolved in accordance with the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), as may be amended from time to time, and any successor thereto (the "Act"), and the Company Agreement.

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Section 1.3           Purpose. The sole business of this Series is to engage in the following activities and exercise the following powers:

(a) developing three (3) feature-length motion pictures based on novels from the book series Calculated (each a "Project"), which collectively constitute Assets (as defined in the Company Agreement) consistent with the Company Agreement;

(b) transacting any and all lawful business for which a limited liability company may be formed under the Act in furtherance of the business objectives described in the Company Agreement and herein; and

(c) transacting all business necessary, appropriate, advisable, convenient, or incidental to the foregoing provisions and objectives.

Section 1.4           On-Screen Credits. In furtherance of the purposes set forth in Section 1.3 above, this Series intends to provide on-screen credit to Profits Members who make Capital Contributions to this Series in an amount of at least Two Hundred Fifty and 00/100 Dollars ($250.00).

Section 1.5           Principal Place of Business. The principal office of this Series is 4320 Modoc Road, Suite F, Santa Barbara, CA 93110. This Series may locate its place of business at any other place as the Manager deems advisable; provided, however, this Series shall at all times maintain a registered agent within the State of Delaware and the state of the Series' principal place of business. The initial registered agent for service of process in Delaware is the same as the registered agent for the Company set forth in its Certificate of Formation or appointment of registered agent, as either may be amended, filed with the Secretary of State of the State of Delaware.

Section 1.6           Qualification in Foreign Jurisdiction. The Manager is authorized to execute and file on behalf of this Series all necessary or appropriate documents required to qualify this Series to transact or to continue to transact business within any state in which the nature of the activities or property ownership requires qualification.

Section 1.7           Defined Terms. All capitalized terms used in this Series Agreement that are not otherwise defined herein shall have the meanings ascribed to such terms in the Company Agreement.

Article II

MANAGEMENT

Section 2.1           Management of Series. The management of this Series is vested in the Manager. The Manager has the power to do any and all acts necessary, convenient, or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a series limited liability company under the laws of the State of Delaware. The Manager has the authority to bind this Series to any legally binding agreement, including setting up and operating separate bank accounts on behalf of this Series and raising capital on behalf of this Series.

Section 2.2           Power of the Manager. The Manager is authorized to make all decisions as to (a) the sale, development, and disposition of the Series' assets (including disposition to the Manager), (b) entering into contracts with respect to Assets or the purposes of the Series (including contracts with the Manager), (c) the purchase or acquisition of other assets of all kinds, (d) the management of all or any part of the Series' assets, (e) the borrowing of money and the granting of security interests in the Series' assets, (f) the prepayment, refinancing, or extension of any loan affecting the Series' assets, (g) the hiring or releasing of

Page 3 of 10

any or all persons for the purpose of developing the Series' assets, (h) the compromise or release of any of the Series' claims or debts, and (i) the employment of persons, firms, or corporations for the operation and management of the Series' business. In the exercise of its management powers, the Manager is authorized to execute and deliver (i) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts, contractor agreements, employment agreements, development agreements, and maintenance contracts covering or affecting the Series' assets, including any of the foregoing that constitute Affiliate Transactions, (ii) all checks, drafts, and other orders for the payment of the Series' funds, (iii) all promissory notes, loans, security agreements, and other similar documents, (iv) all other instruments of any other kind relating to the Series'  affairs, whether like or unlike the foregoing, and (v) any other authority granted to the Manager under the Company Agreement with respect to a Series.

Section 2.3           Compensation and Fees. This Series shall reimburse the Manager for all direct out-of-pocket expenses incurred by the Manager in managing this Series. Further, any Affiliates of the Manager who incur out-of-pocket expenses on behalf of the Company or this Series shall also be reimbursed by this Series.

Section 2.4           Bookkeeping. The Manager shall maintain complete and accurate books of account of this Series' affairs at its principal place of business or other agreed location, including the Platform if determined by the Manager in its sole discretion. Such books shall be kept in such method of accounting as the Manager selects. This Series' accounting period shall be the calendar year.

Section 2.5           Officers. The Manager may, from time to time appoint officers of this Series ("Officers") and assign in writing titles (including, without limitation, President, Vice President, Chief Financial Officer, and Secretary) to any such Person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title constitutes the delegation to such person of the authorities and duties that are normally associated with that office, including, without limitation, the execution of documents, instruments, and agreements in the name of and on behalf of this Series. Any delegation pursuant to this Section 2.5 may be revoked at any time by the Manager in writing.

Section 2.6           Exculpation and Indemnification. Except for acts of fraud or reckless or willful misconduct, to the fullest extent permitted by applicable law, the Manager and each Officer and employee of this Series, and the officers, directors, members, managers, and employees of the Manager and any authorized person on behalf of this Series (each of the foregoing an "Indemnified Person") shall be indemnified, defended, and held harmless by this Series from and against any and all claims, demands, liabilities, costs, damages, expenses, and causes of action of any nature whatsoever arising out of or incidental to any act performed or omitted to be performed by any one or more of such Indemnified Persons in connection with the business of this Series; provided, however, an indemnity under this Section 2.6 shall be paid solely out of and to the extent of the assets of this Series, and shall not be a personal obligation of the Manager or any Member or Series Member. All judgments against the Series, the Manager, or such Indemnified Persons where this Series provides indemnification must be satisfied from the assets of this Series.

Section 2.7           Removal. The Manager may be removed only as provided in the Company Agreement.

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Article III

MEMBERSHIP

Section 3.1           Capital Contributions. The Profits Members shall make the initial capital contributions to the Series as set forth on the books and records of this Series. The Series Members are not required to make any additional capital contributions to the Company, but may make additional capital contributions to the Company to the extent provided in the Company Agreement.

Section 3.2           Units. Each Profits Member's interest in this Series is represented by Profits Units of this Series, and each Voting Member's interest in this Series is represented by Membership Units of this Series, each having identical rights and privileges, except as provided in the Company Agreement. An unlimited number of Units is hereby authorized. Outstanding Units shall be shown on the books and records of this Series.

Section 3.3           Distributions.

(a) Base Distributions. Notwithstanding anything set forth in the Company Agreement, with respect to this Series, within thirty (30) days (or such longer period of time as reasonably determined by the Manager) following this Series' receipt of complete production financing for a Project, this Series, or the Manager on behalf of this Series, shall pay and deliver to each Profits Member a cash payment calculated based on a percentage of each Profits Member's total Capital Contributions (ranging from 36.66% to 41.67%), as set forth in each Profits Member's Subscription Agreement (collectively, the "Base Distributions"), not to exceed three (3) such payments with respect to three (3) total Projects. By way of illustration and not limitation, if a Profits Member's Subscription Agreement provides for base distributions in an amount of 110%, and such Profits Member's total Capital Contributions are $1,000, such Profits Member would receive a Base Distribution of $366.66 for each Project's production financing, for total Base Distributions, assuming complete production financing of all three (3) Projects, of no more than $1,100.

(b) Distributable Cash. Notwithstanding the definition in the Company Agreement, as used in this Series Agreement, "Distributable Cash" means all monies actually received by this Series in connection with the worldwide exhibition of this Series' film Projects, in all mediums and all markets, net of an industry standard percentage to cover residual payments as required by applicable guild and/or union agreements, commissions, sales, fees, and third-party sales and distribution-related costs, deferments approved by the Manager, industry-standard development and production contractual obligations, non-investor third-party net profit payments, if any, and development fund losses, if any; minus any amounts paid or payable to, or reserved by, the Manager in accordance with Section 6.4 of the Company Agreement and the Base Distributions, as applicable. The Manager shall evaluate Distributable Cash at such intervals as it determines in its sole discretion. Notwithstanding anything set forth in the Company Agreement, with respect to this Series, Distributable Cash, if any, will be distributed in the order described below:

(i) 50% of the Distributable Cash to the Profits Members of the Series (ratably among such Profits Members in proportion to their percentage of Profits Units in this Series relative to all of the Profits Units of this Series issued and outstanding), and 50% of the Distributable Cash to the Voting Member(s).

(c) Working Capital Reserves. The Manager shall determine the Distributable Cash after retention of reasonable working capital reserves.

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Section 3.4           Withdrawal or Reduction of Series Members' Contributions to Capital. Except as otherwise provided herein, a Series Member may not receive any part of such Series Member's capital contributions until all other liabilities of the Series have been paid or there remains property of the Series sufficient to pay such other liabilities. A Series Member shall not be entitled to demand or receive from the Series the liquidation of such Series Member's Units until the Series is dissolved in accordance with the provisions hereof or other applicable provisions of the Act and the Company Agreement.

Section 3.5           Restrictions on Transferability. Restrictions on transferability shall be governed by the provisions set forth in the Company Agreement.

Section 3.6           Information Rights. This Series will deliver financial reports related to each Project, in such detail as determined by Manager in its sole discretion, to each Series Member, on a quarterly basis during the first two (2) years following each such Project's release and annually thereafter, until such time as, if ever, the Projects are no longer generating profits or until this Series or the Company is terminated or dissolved, whichever occurs first.

Article IV

DISSOLUTION

Section 4.1           Authority to Dissolve Series. The Manager may dissolve this Series at any time once the Separate Assets have been liquidated. The dissolution may only be ordered by the Manager or the Company, not by any Series Members.

Section 4.2           Distribution upon Dissolution. Upon dissolution of this Series or dissolution of the Company, the assets of this Series will be distributed as follows:

(a) First, to pay the creditors of this Series, including the Manager, any Series Member, or third party who loaned or advanced money to this Series or has deferred any reimbursements or fees;

(b) Second, to establish reserves against anticipated or unanticipated Series liabilities; and

(c) Third, as described in Section 3.3 above.

Article V

MISCELLANEOUS

Section 5.1           Agreement to be Bound. The Parties agree to be bound by the terms and provision of this Series Agreement and the Company Agreement.

Section 5.2           Headings. The headings in this Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Series Agreement or any provision hereof.

Section 5.3           Severability. Each provision of this Series Agreement is severable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability, or illegality does not impair the operation of or affect those portions of this Series Agreement that are valid, enforceable, and legal.

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Section 5.4           Entire Agreement. This Series Agreement, the exhibits to this Series Agreement, and the Company Agreement (and any applicable Subscription Agreement) constitute the entire agreement of the Parties with respect to the subject matter hereof. The exhibits to this Series Agreement are incorporated into and made a part of this Series Agreement by reference. This Series Agreement is intended to be and shall constitute a legally binding document.

Section 5.5           Counterparts. This Series Agreement may be executed in any number of counterparts or Joinders with the same effect as if all Parties had signed the same document. All counterparts and Joinders shall be construed together and shall constitute one instrument.

Section 5.6           Governing Law. This Series Agreement and the rights of the Parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, all rights and remedies being governed by said laws, without regard to principles of conflict of laws.

Section 5.7           Amendments; Consents and Approvals. This Series Agreement may not be modified, altered, supplemented, or amended except as provided in the Company Agreement.

Section 5.8           No Third-Party Beneficiary. Except as set forth in Section 2.6, any agreement to pay any amount and any assumption of liability in this Series Agreement contained, express or implied, shall be only for the benefit of the Series Members and their respective heirs, successors, and permitted assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness of any other party, whomsoever, deemed to be a third-party beneficiary of this Series Agreement.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.

COMPANY:

One Door Studios Entertainment Properties LLC
a Delaware limited liability company

By:      One Door Studios LLC
            A Utah limited liability company
            its Manager

By: /s/ Jason Brents                                 Date: March 18, 2022      

Name: Jason Brents      

Title: Manager      

Address: 4320 Modoc Road, Suite F      

Santa Barbara, CA 93110      

[Company Signature Page to Series Agreement of Series Calculated Sequels]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.

MANAGER:

One Door Studios LLC
a Utah limited liability company

By: /s/ Jason Brents                                 Date: March 18, 2022      

Name: Jason Brents      

Title: Manager      

Address: 4320 Modoc Road, Suite F      

Santa Barbara, CA 93110      

[Manager Signature Page to Series Agreement of Series Calculated Sequels]

Exhibit A

Series Designation

[See attached]

[Exhibit A to Series Agreement of Series Calculated Sequels]

FIRST AMENDMENT TO
SERIES AGREEMENT OF
SERIES CALCULATED SEQUELS
A SERIES OF
ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

THIS FIRST AMENDMENT TO SERIES AGREEMENT OF SERIES CALCULATED SEQUELS, A SERIES OF ONDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC (this "Amendment") is made and entered into as of the 1^st day of April 2022 (the "Effective Date") by OneDoor Studios Entertainment Properties LLC Series Calculated Sequels (the "Series") and One Door Studios LLC, a Utah limited liability company ("ODS").

RECITALS

WHEREAS, on or about March 18, 2022, OneDoor Studios Entertainment Properties LLC (the "Company"), of which the Series is a series and ODS, as Manager of the Series (the "Manager") entered into that certain Series Agreement of the Series (the "Series Agreement");

WHEREAS, the Company and the Manager authorized the registration of the Series as a registered series under the Delaware Limited Liability Company Act, which registration is effective as of the Effective Date, and which required a name change of the Series;

WHEREAS, the Series Agreement is subject to that certain Limited Liability Company Agreement the Company (the "LLC Agreement"); and

WHEREAS, ODS, in its capacity as Manager of the Series, pursuant to Section 5.7 of the Series Agreement and Section 13.1 of the LLC Agreement, desires to amend the Series Agreement to reflect the name change of the Series.

NOW, THEREFORE, in consideration of the mutual covenants and agreement hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1. Amendment to Name. The name of Series has changed from "Series Calculated Sequels, a Series of OneDoor Studios Entertainment Properties LLC" to "OneDoor Studios Entertainment Properties LLC Series Calculated Sequels," and all references to the former name (including, without limitation, on the cover page, heading, preamble, and footers) in the Series Agreement are hereby modified, amended, and replaced by the latter name.

2. Choice of Law. The validity, interpretation, and performance of this Amendment shall be controlled by and construed under the laws of the State of Delaware without regard to its conflict of law principles.

3. Effect of Amendment. This Amendment serves to amend the Series Agreement, as provided for above and as applicable, and the Series Agreement, as modified by this Amendment, remains in full force and effect. In the event of any conflicts between this Amendment and the Series Agreement, this Amendment shall control.

[Remainder of this page intentionally left blank]

Page 1 of 2

IN WITNESS WHEREOF, the undersigned have executed this Amendment, and its terms are hereby binding as of the Effective Date first identified above.

 

SERIES:

OneDoor Studios Entertainment Properties LLC Series Calculated Sequels
a Delaware registered series

By:      One Door Studios LLC
            a Utah limited liability company
            its Manager

By: /s/ Jason Brents                                 Date: April 1, 2022      

Name: Jason Brents      

Title: Manager      

 

By: /s/ John Lee                                 Date: April 1, 2022      

Name: John J. Lee, Jr.      

Title: Manager      

 

ODS:

One Door Studios LLC
a Utah limited liability company

By: /s/ Jason Brents                                 Date: April 1, 2022      

Name: Jason Brents      

Title: Manager      

 

By: /s/ John Lee                                 Date: April 1, 2022      

Name: John J. Lee, Jr.      

Title: Manager      

 

 

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ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC
SERIES CALCULATED SEQUELS

DELAWARE REGISTERED SERIES OF LIMITED LIABILITY COMPANY

PROFITS UNITS SUBSCRIPTION AGREEMENT

**DISCLAIMER: IN MAKING AN INVESTMENT DECISION, YOU MUST RELY ON YOUR OWN EXAMINATION OF COMPANY AND THE TERMS OF THIS SUBSCRIPTION AGREEMENT, INCLUDING THE MERITS AND RISKS INVOLVED.

THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES RELYING UPON ONE (1) OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS, INCLUDING REGULATION A UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED NONE MAY BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

The securities offered hereby are highly speculative. Investing in the Profits Units involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, you must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it is possible it does not continue.

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PROFITS UNITS SUBSCRIPTION AGREEMENT

THIS PROFITS UNITS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of the last date of execution on the signature pages hereto ("Effective Date"), by and between OneDoor Studios Entertainment Properties LLC Series Calculated Sequels, a Delaware registered series of limited liability company ("Company"), and the undersigned individual or entity provided on the signature page of this Agreement below ("Subscriber") (Company and Subscriber each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company desires to raise capital, by entering into this Agreement and other agreements for the issuance of profits units in Company to Subscriber and other prospective third-party subscribers (collectively, the "Offering") in accordance with the terms and conditions of this Agreement and the Company Agreements (as defined below); and

WHEREAS, Subscriber desires to subscribe for, purchase, and acquire from Company, and Company desires to sell and issue to Subscriber, the type and amount of profits units, as described and defined below, from Company upon and subject to the terms and conditions of this Agreement and the Company Agreements.

NOW, THEREFORE, for and in consideration of the mutual representations and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

Section 1. Definitions. Any terms not otherwise defined in this Section 1 below or elsewhere in this Agreement have those meanings provided for in the Company Agreements, and if not defined in the Company Agreements, then those definitions provided for in the Delaware Limited Liability Company Act, as amended or replaced from time to time.

"Agreement" has the meaning set forth in the preamble hereto.

"Closing" means the consummation and closing of the transactions resulting from the satisfaction or waiver of the Conditions Precedent to Closing.

"Closing Date" means the date of the Closing.

"Commitment" has the meaning set forth in Section 2(d)(i) of this Agreement.

"Communications" has the meaning set forth in Section 7(f) of this Agreement.

"Company" has the meaning set forth in the preamble hereto.

"Company Agreements" has the meaning set forth in Section 2(e) of this Agreement.

"Company Escrow Agent" means North Capital Private Securities Corporation, a Delaware Corporation, as escrow agent, as Company may replace from time to time, in accordance with the Company Agreements, escrow agreements, the Securities Act, and FINRA and SEC regulations.

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"Company Parties" has the meaning set forth in Section 7(f) of this Agreement.

"Conditions Precedent to Closing" means those actions, execution and delivery of documentation, or performance of Sections 3(a)(i)-(vii) of this Agreement by the Parties, as applicable to each Party.

"Effective Date" has the meaning set forth in the preamble hereto.

"Exchange Act" has the meaning set forth in Section 4(e) of this Agreement.

"Initial Contribution" has the meaning set forth in Section 2(d)(ii) of this Agreement.

"Investor Questionnaire" has the meaning set forth in Section 3(a)(iii) of this Agreement.

"Joinder Agreement" has the meaning set forth in Section 3(a)(iv) of this Agreement.

"LLC Agreement" has the meaning set forth in Section 2(e) of this Agreement.

"Offering" has the meaning set forth in the recitals of this Agreement.

"Offering Circular" has the meaning set forth in Section 2(b) of this Agreement.

"Party" or "Parties" has the meaning set forth in the preamble hereto.

"Profits Units" has the meaning set forth in Section 2(a) of this Agreement, which have the rights and obligations specified with respect to Profits Units in the Company Agreement.

"Profits Unit Price" has the meaning set forth in Section 2(a) of this Agreement.

"SEC" has the meaning set forth in Section 2(b) of this Agreement.

"Securities Act" means the Securities Act of 1933, as amended.

"Series Agreement" has the meaning set forth in Section 2(e) of this Agreement.

"Subscriber" has the meaning set forth in the preamble hereto.

"Subscription Price" means and equals the product of (a) the total quantity of Profits Units elected by Subscriber to purchase under this Agreement as inserted and described by Subscriber on the signature page hereto (in such amount as agreed upon by Company), multiplied by (b) the Profits Unit Price.

Section 2. Profits Unit Price; Purchase; Subscription Price Delivery; Rights.

(a) Profits Unit Price; Purchase. Subject to the terms and conditions of this Agreement and the Company Agreement, in furtherance of the Offering, Subscriber and Company hereby agree the "Profits Unit Price" equals $100.00 USD per One (1) Profits Unit in Company. Subject to the terms and conditions of this Agreement, Subscriber hereby subscribes for and irrevocably agrees to purchase from Company that number of Profits Units set forth on Subscriber's signature page hereto (the "Profits Units"). Company, subject to the terms and conditions of this Agreement, hereby agrees to sell and issue such Profits Units to Subscriber.

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(b) Offering Circular. Subscriber understands that the Profits Units are being offered pursuant to the Form 1-A Regulation A Offering Circular dated May 27, 2022 and its exhibits as filed with and qualified by the Securities and Exchange Commission (the "SEC") on [DATE] and [ADD ANY OTHER FILINGS] (collectively, the "Offering Circular"). By subscribing to the Offering, Subscriber acknowledges that Subscriber has received and reviewed a copy of the Offering Circular and any other information required by Subscriber to make an investment decision with respect to the Profits Units. Company may accept tenders of funds to purchase the Profits Units, and Company may close on investments on a "rolling basis," pursuant to the terms of the Offering Circular.

(c) Acceptance or Rejection. This subscription may be accepted or rejected in whole or in part, for any reason or for no reason, at any time, by Company at its sole and absolute discretion. In addition, Company, at its sole and absolute discretion, may allocate to Subscriber only a portion of the number of Profits Units that Subscriber has subscribed for hereunder. Company will notify Subscriber if this subscription is rejected (whether in whole or in part). If Subscriber's subscription is rejected (whether in whole or in part), Subscriber's payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber's and Company's obligations hereunder shall terminate. In the event of rejection of this subscription in its entirety, or in the event the sale of Profits Units (or any portion thereof) to Subscriber is not consummated for any reason, this Agreement shall have no force or effect, except for Section 3(c) hereof, which shall remain in full force and effect.

(d) Subscription Price Delivery.

(i) Commitment. This Agreement, when and if accepted by Company, will constitute a commitment by Subscriber to contribute to Company the total amount of the Subscription Price (the "Commitment") in accordance with the terms hereof and of the Company Agreement.

(ii) Initial Delivery. Subscriber shall pay and deliver all or a portion of the Subscription Price, in such amount as determined by Company (the "Initial Contribution") in immediately available funds in U.S. Dollars in full, as a Cash Investment Instrument (as defined herein) to Company Escrow Agent. "Cash Investment Instrument" means, in full payment of the Initial Contribution for the Profits Units to be purchased by a Subscriber, a check, money order or similar instrument made payable by the Subscriber to the order of:

NCPS/ OneDoor Studios Entertainment Properties LLC Series Calculated Sequels Reg A Profits Units Offering/ _________________ - Escrow Account
                                                              (Subscriber Name*)

or wire transfer or ACH transmitted by Subscriber to the following account ("Escrow Account"):

Institution: TriState Capital Bank
ABA: 043019003
Account Name: North Capital Private Securities Corporation
Account Number: 0220003339
For Further Credit To: OneDoor Studios Entertainment Properties LLC Series Calculated Sequels Reg A Profits Units Offering
_________________
(Subscriber Name*)

*Subscriber Name as completed by Subscriber.

Subscriber acknowledges and agrees that, upon the Closing, Company may deposit, deploy, and use the entire proceeds immediately, with no requirement for Company to obtain any further consent or

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acknowledgement from Subscriber, and regardless of any other facts or circumstances arising in connection with Company or the Offering, including, without limitation, whether Company has accepted subscriptions or received funds from any other prospective investor under the Offering.

(iii) Additional Contributions. Subscriber hereby irrevocably agrees to be bound by the Company Agreements as a Profits Member of OneDoor Studios Entertainment Properties LLC Series Calculated Sequels and to perform all obligations contained in the Company Agreements, including, without limitation, making such additional contributions of the Subscription Price to Company, as part of the Commitment, as more fully set forth herein or therein.

(e) Rights. Following the Closing, Subscriber will have those rights and obligations underlying and ascribed to a Profits Member owning the Profits Units purchased, sold, vested in, and legally owned pursuant to the terms and conditions of this Agreement and as Profits Members and Profits Units are defined in and more specifically described in that certain Limited Liability Company Agreement of OneDoor Studios Entertainment Properties LLC (the "LLC Agreement"), together with the Series Agreement of OneDoor Studios Entertainment Properties LLC Series Calculated Sequels (the "Series Agreement"), as they are attached hereto as Exhibit A, and as the same may be amended and restated from time to time pursuant to their terms and conditions (the foregoing collectively, the "Company Agreements"). As more fully set forth in the Series Agreement, as a Profits Member, Subscriber may be entitled to certain Base Distributions. Subscriber agrees that those Base Distributions will be based on such amount as designated by Company on the signature page to this

Agreement (but in no event, less than 110%), and paid in accordance with the terms of the Series Agreement.

Section 3. Closing; Termination.

(a) Closing. The purchase and sale of the applicable quantity of Profits Units provided for in this Agreement will be deemed to have closed, and the Profits Units will be deemed to have fully vested in and to Subscriber, subject to the payment of any remaining portion of the Commitment, and subject to the terms and conditions of the Company Agreements, upon the completion, or waiver by Company, of the following "Conditions Precedent to Closing" (as collectively described in Section 3(a)(i)-(vii) below):

(i) Subscriber consenting to and executing and delivering this Agreement to Company;

(ii) Subscriber's payment and delivery of the Initial Contribution to Company, in accordance with the terms and conditions of this Agreement;

(iii) Subscriber's delivery to Company of an accurate, completed, and signed Investor Questionnaire, in the form attached hereto as Exhibit B ("Investor Questionnaire") in a manner satisfactory to Company in its sole discretion;

(iv) Subscriber's execution and delivery to Company of a joinder agreement, which ratifies, approves, and binds Subscriber to the terms and conditions of the Company Agreements, attached hereto as Exhibit C ("Joinder Agreement");

(v) Subscriber's acknowledgment of Subscriber's receipt and understanding of the Offering Circular, attached hereto as Exhibit D;

(vi) Company's execution and delivery of this Agreement to Subscriber; and

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(vii) Company's notice to Subscriber, in any form convenient to Company, including, without limitation, letter, email, phone, or any other method, confirming an initial closing of the Offering.

(b) Satisfaction of Conditions. Unless waived in the manner provided for herein below, all Conditions Precedent to Closing specified in Section 3(a) above must be satisfied to the full satisfaction and sole discretion of Company in order to close the purchase and sale of the Profits Units described herein. All transactions effected at the Closing will be deemed to occur simultaneously, and no transaction will be deemed complete and no document delivered until all Conditions Precedent to Closing are completed and all documents described thereunder delivered and completed to the full satisfaction and sole discretion of Company.

(c) Term; Termination. This Agreement will terminate (i) automatically upon the Closing (subject to Subscriber's ongoing obligation to pay any remaining portion of the Commitment), in accordance with and pursuant to its terms and conditions, or (ii) by Company upon notice to Subscriber, at any time and for any or no reason, in Company's sole and absolute discretion prior to the Closing, in which case Subscriber will not vest or acquire or have any rights in or to Company or to acquire any Profits Units, and Company shall return any Subscription Price paid by Subscriber to Company as of such time. The Parties hereby acknowledge and agree that only Company retains the right to terminate this Agreement. Notwithstanding such foregoing termination of this Agreement, the terms, conditions, and covenants of this

Agreement will survive termination of this Agreement, and Subscriber will not be eligible nor have a right to acquire any portion of the Profits Units not already closed and vested in accordance with the terms and conditions of this Agreement above as of such termination date.

Section 4. Representations and Warranties of Subscriber. Subscriber understands and agrees that Company is relying and may rely upon the following representations, warranties, and agreements made by Subscriber in entering into this Agreement. Subscriber hereby represents and warrants to Company the following, as of the Effective Date and Closing Date, which representations and warranties will survive the Closing:

(a) Requisite Power and Authority. Subscriber has all necessary power and authority under all applicable provisions of law to subscribe to the Offering, to execute and deliver this Agreement, and to carry out the provisions hereof. All actions on Subscriber's part required for the lawful subscription to the Offering have been or will be effectively taken prior to the Closing. Upon subscribing to the Offering, this Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms.

(b) Offering Circular. Subscriber acknowledges the public availability of the Offering Circular, which can be viewed on the SEC Edgar Database, under a CIK Number as provided by Company. Subscriber has reviewed and understands the Offering and the risks associated therewith as described in the Offering Circular. Subscriber has had an opportunity to discuss Company's business, management, and financial affairs with officers and management of Company and has had the opportunity to review Company's operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from Company and its officers and management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth in Section 5 of this Agreement, no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representatives, by Company or others with respect to the business or prospects of Company or its financial condition.

(c) Investment Experience; Subscriber Determination of Suitability. Subscriber has sufficient experience in financial and business matters to be capable of utilizing the information set forth in the Offering Circular to evaluate the merits and risks of Subscriber's investment in the Profits Units, and to

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make an informed decision relating thereto. Alternatively, Subscriber has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of Subscriber's investment in the Profits Units, and to make an informed decision relating thereto. Subscriber has evaluated the risks of an investment in the Profits Units, including those described in the Offering Circular and has determined that the investment is suitable for Subscriber. Subscriber has adequate financial resources for an investment of this character. Subscriber could bear a complete loss of Subscriber's investment in Company.

(d) No Registration. Subscriber understands that the Profits Units are not being registered under the Securities Act on the ground that the issuance is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on such exemption is predicated in part on the truth and accuracy of Subscriber's representations and warranties in this Agreement and in the Investor Questionnaire and those of the other investors in the Offering. No U.S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of this issuance of the Profits Units for investment nor any recommendation or endorsement of the Profits Units, Company, or the Offering. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Agreement. Any representation to the contrary is a criminal offense. Subscriber covenants not to sell, transfer, or otherwise dispose of any Profits Units unless and until Company has notified Subscriber that such Profits Units have been registered under the applicable state securities laws in which the Profits Units are sold, or unless exemptions from such registration requirements are otherwise available.

(e) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Profits Units and that there is no guarantee that a market for their resale will ever exist. Company has no obligation to list any of the Profits Units on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with respect to facilitating trading or resale of the Profits Units. Subscriber must bear the economic risk of this investment indefinitely and Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Profits Units.

(f) 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; or (ii) the Subscription Price, together with any other amounts previously used to purchase Profits Units in this Offering or any other investment in Company or its affiliates, does not exceed ten percent (10%) of the greater of Subscriber's annual income or net worth (or in the case that Subscriber is a non-natural person, revenue or net assets for such Subscriber's most recently completed fiscal year). Subscriber represents that to the extent he/she/it has any questions with respect to his/her/its status as an accredited investor, or the application of the foregoing investment limits, he/she/it has sought professional advice.

(g) Member Information. Within five (5) days after receipt of a request from Company, Subscriber hereby agrees to provide such information with respect to his/her/its status as a Profits Member (or potential Profits Member) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which Company is or may become subject, including, without limitation, the need to determine the accredited investor status of Company's members. Subscriber further agrees that in the event he/she/it transfers any Profits Units, Subscriber will require the transferee of such Profits Units to agree to provide such information to Company as a condition of such transfer (in addition to any other conditions or restrictions on transfer set forth herein or in the Company Agreements).

(h) Valuation; Arbitrary Determination of Subscription Price. Subscriber acknowledges that the Profits Unit Price to be sold in this Offering was set by Company on the basis of

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Company's internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of securities of Company may be made at lower valuations, or other subscriptions in this Offering made on more or less favorable terms, with the result that Subscriber's investment may bear a lower valuation or return.

(i) Domicile. If an entity, Subscriber maintains its organization in the state set forth on the signature page to this Agreement, and if an individual, Subscriber maintains his/her domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(j) Jurisdiction. Subscriber is either (i) a natural person resident in the United States, (ii) a partnership, corporation, or limited liability company organized under the laws of the United States, (iii) an estate of which any executor or administrator is a U.S. person, (iv) a trust of which any trustee is a U.S. person, (v) an agency or branch of a foreign entity located in the United States, (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (vii) a partnership, corporation, or other entity organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates, or trusts. Subscriber is not (A) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual)

resident in the United States, (B) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (C) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (E) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.

(k) Fiduciary Capacity. If this Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right, power, and authority and approval required (A) to execute and deliver, or authorize execution and delivery of, this Agreement, and (B) to purchase and hold the Profits Units; and (ii) the signature of the person or party signing on behalf of such corporation or entity is binding upon such corporation or entity. Upon request of Company, Subscriber will provide true, complete, and correct copies of all relevant documents creating Subscriber, authorizing its investment in Company, and/or evidencing the satisfaction of the foregoing.

(l) Legend. Subscriber acknowledges that each certificate, if any, representing Profits Units will be stamped or imprinted with a restrictive legend substantially in the following form below:

THE PROFITS UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER STATE LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH PROFITS UNITS UNDER SAID ACT AND ANY OTHER APPLICABLE LAW OR (II) AN OPINION OF COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND AGREEMENTS CONTAINED IN A LIMITED LIABILITY COMPANY AGREEMENT AND SERIES AGREEMENT, AS EACH MAY BE AMENDED OR RESTATED, AND SUBSCRIPTION AGREEMENT EXECUTED BETWEEN COMPANY AND THE ORIGINAL HOLDER OF THESE PROFITS UNITS. A COPY OF THE LIMITED LIABILITY COMPANY AGREEMENT, SERIES AGREEMENT, AND SUBSCRIPTION AGREEMENT AND ALL AMENDMENTS, IF ANY, AND COUNTERPARTS THERETO WILL BE FURNISHED BY COMPANY TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

(m) General Advertisement. Subscriber is not subscribing for the Profits Units as a result of, or pursuant to, any advertisement, article, notice, or other generalized communication published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or meeting, or any other "general solicitation" as defined and promulgated under the Securities Act and any other applicable federal and state laws and regulations, other than if and to the extent such advertisement(s) are permissible under Regulation A of Section 3(b) of the Securities Act.

(n) No Intent to Transfer. Subscriber is purchasing the Profits Units for his/her/its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales, transfers, or exchanges otherwise registered or exempted from registration under the Securities Act, Exchange Act, and any other applicable securities laws. Subscriber has not offered or sold any portion of the Profits Units being acquired hereunder nor does he/she/it have any present intention of dividing the Profits Units with others or of selling, distributing, or otherwise disposing of any portion of the Profits Units either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the Securities Act; provided, however, by making the representations herein, Subscriber does not agree to hold the Profits Units for any minimum or other specific term and reserves the right to dispose of the Profits Units at any time in accordance with or pursuant to the Company Agreement and a registration statement or an exemption under the Securities Act and other applicable securities laws. Subscriber is neither an underwriter of, nor a dealer in, the Profits Units and is not participating in the distribution or resale of the Profits Units. Subscriber (i) has adequate means of providing for his/her/its current financial needs and possible personal contingencies and does not have a need for liquidity of the Profits Units; (ii) can afford to hold the Profits Units for an indefinite period of time and to sustain a complete loss of the entire amount of the Subscription Price for the Profits Units; and (iii) has not made an overall commitment to investments that are not readily marketable that is disproportionate so as to cause such overall commitment to become excessive

(o) Tax Effect. Subscriber acknowledges that the terms and conditions of this Agreement may involve tax consequences and that this Agreement does not contain tax advice or information. Subscriber acknowledges that he/she/it must retain his/her/its own professional advisors to evaluate the tax and other consequences of an investment in the Profits Units.

(p) Voluntary Execution. Subscriber hereby represents and warrants that: (i) he/she/it has voluntarily entered into this Agreement of his/her/its own free will; (ii) he/she/it is not entering into this Agreement under economic duress; (iii) the terms of this Agreement are reasonable and fair; and (iv) he/she/it has had independent legal counsel of his/her/its own choosing review this Agreement and the accompanying documentation pursuant to and provided for Subscriber's consideration and participation

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hereof, advised him/her/it with respect to this Agreement, and represented Subscriber in connection with his/her/its entering into this Agreement.

The representations and warranties contained in this Section 4, along with the agreements and covenants of Subscriber contained elsewhere in this Agreement and the Investor Questionnaire, will survive the Closing of this Agreement.

Section 5. Representations and Warranties of Company. Company hereby represents and warrants to Subscriber, as of the Effective Date, as follows:

(a) Company is a separate series of a series limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power to own its assets, which assets and liabilities remain separate and severable from the assets and liabilities of its other series, and property and to conduct and carry on its business as now owned and conducted.

(b) Company has the requisite company power and authority to enter into and perform its obligations under this Agreement, and to issue the Profits Units subject to the terms hereof; and the execution and delivery of this Agreement by Company and the consummation by it of the transactions contemplated hereby, including, without limitation, the issuance of the Profits Units pursuant to this Agreement, have been or will be duly and validly authorized by Company's manager, as may be required

by the Company Agreements as of the Effective Date, and no further consent or authorization is required by Company or any other persons.

(c) The Company Agreements are in full force and effect in accordance with their terms and have not been amended or modified in any manner not otherwise in accordance with their terms and conditions therein.

Section 6. Indemnification. Subscriber agrees to indemnify and hold harmless Company, OneDoor Studios Entertainment Properties LLC Series Calculated Sequels, all other Series (as defined in the Company Agreement), One Door Studios LLC, and its and their respective managers, members, officers, directors, employees, agents, partners, control persons, representatives, and affiliates (each of which shall be deemed third-party beneficiaries hereof) from and against all losses, liabilities, claims, damages, costs, fees, and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing, or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation, or warranty, or misrepresentation or omission to state a material fact, or breach by Subscriber of any covenant or agreement made by Subscriber herein or in any other document delivered in connection with this Agreement, including, without limitation, the Investor Questionnaire. Notwithstanding the foregoing, no representation, warranty, covenant, or acknowledgment made herein by Subscriber shall be deemed to constitute a waiver of any rights granted to him/her/it under the Securities Act or state securities laws.

Section 7. Miscellaneous.

(a) Notices. Any notice to be served in connection with this Agreement shall be served in writing (which, for the avoidance of doubt, may include email), and any notice or other correspondence under or in connection with this Agreement shall be delivered to Company at its principal office address and to Subscriber at the address set forth on Subscriber's signature page to this Agreement or to such other address that appears in the books and records of the Company for Subscriber. Company intends to make transmissions by electronic means to ensure prompt receipt and may also publish notices on a secure electronic application to which Subscriber has access, and any such publication shall constitute a valid method of serving notices under this Agreement. Any notice or correspondence shall be deemed to have

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been served as follows: (i) in the case of hand delivery, on the date of delivery if delivered before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following delivery, (ii) in the case of service by U.S. registered mail, on the third business day after the day on which it was posted, (iii) in the case of email (subject to oral or electronic confirmation of receipt of the email in its entirety), on the date of transmission if transmitted before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following transmission, and (iv) in the case of notices published on an electronic application, on the date of publication if published before 5:00 p.m. on a business day and otherwise at 9:00 a.m. on the first business day following publication. In proving service (other than service by email), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed. Notwithstanding the foregoing, any notice to Company (including any Series) shall be deemed given if received by its manager at the principal office of Company.

(b) Headings; Recitals. All pronouns and any variations thereof used herein will be deemed to refer to the masculine, feminine, impersonal, singular, or plural, as the person or persons may require. The headings of this Agreement, if any, are for convenience of reference and do not form part of, or affect the interpretation of, this Agreement. The recitals are and will serve an integral part of the interpretation and enforcement of this Agreement.

(c) Entire Agreement; Amendments. This Agreement, together with the Exhibits attached hereto, which are hereby incorporated in this Agreement by this reference, constitute the entire agreement between the Parties hereto with respect to the subject matter hereof. Furthermore, there are no unwritten oral agreements between the Parties or any statements, documentation, representations, acts, or omissions by Company or any of its agents or contractors that Subscriber is relying upon in entering into or performing this Agreement that is not expressly provided for herein. Other than termination of this Agreement as provided herein, this Agreement may not be amended or modified except by a writing signed by the Parties.

(d) Governing Law; Severability. This Agreement will be enforced, governed, and construed in all respects in accordance with the laws of the State of Delaware, and will be binding upon Subscriber and Subscriber's heirs, estate, and legal representatives and will inure to the benefit of Company and its successors. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provisions will be deemed inoperative to the extent that it may conflict therewith and will be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision hereof.

(e) Irrevocability; Binding Effect. Subscriber hereby acknowledges and agrees that the subscription hereunder is irrevocable by Subscriber, except as required by applicable law, and that this Agreement shall survive the death or disability of Subscriber and shall be binding upon and inure to the benefit of the Parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If Subscriber is more than one person, the obligations of Subscriber hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, legal representatives, and permitted assigns.

(f) Consent to Electronic Delivery of Notices, Disclosures, and Forms. Subscriber understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports, or other communications (collectively, "Communications") regarding Company, Subscriber's investment in Company and the Profits Units (including annual and other updates and tax documents) may be delivered by electronic means, such as by email or the Platform (as defined in the LLC Agreement).

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Subscriber hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Subscriber acknowledges that email messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted, or interfered with, with or without the knowledge of the sender or the intended recipient. Subscriber also acknowledges that an email from the Company may be accessed by recipients other than Subscriber and may be interfered with, may contain computer viruses or other defects, and may not be successfully replicated on other systems. Neither Company, nor any of its respective members, managers, officers, directors, or affiliates, and each other person, if any, who controls Company within the meaning of Section 15 of the Securities Act (collectively, "Company Parties"), gives any warranties in relation to these matters. Subscriber further understands and agrees to each of the following: (i) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Subscriber with paper versions of any Communications; (ii) electronic Communications may be provided to Subscriber via email, the Platform, or a website of a Company Party upon written notice of such website's internet address to Subscriber. In order to view and retain the Communications, Subscriber's computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format file created by Adobe Acrobat. Further, Subscriber must have a personal email address capable of sending and receiving email messages to and from Company Parties; (iii) if these software or hardware requirements change in the future, a Company Party will notify

Subscriber through written notification. To facilitate these services, Subscriber must provide Company with his or her current email address and update that information as necessary. Unless otherwise required by law, Subscriber will be deemed to have received any electronic Communications that are sent to the most current email address that Subscriber has provided to Company in writing; (iv) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event Subscriber's email address on file is invalid; Subscriber's email or Internet service provider filters the notification as "spam" or "junk mail"; there is a malfunction in Subscriber's computer, browser, internet service, or software; or for other reasons beyond the control of Company Parties; and (v) solely with respect to the provision of tax documents by a Company Party, Subscriber agrees to each of the following: (A) if Subscriber does not consent to receive tax documents electronically, a paper copy will be provided, and (B) Subscriber's consent to receive tax documents electronically continues for every tax year of Company until Subscriber withdraws his/her/its consent by notifying Company in writing in accordance with this Agreement.

(g) Survival. All representations, warranties, and covenants contained in this Agreement and the indemnification contained herein shall survive (i) the acceptance of this Agreement by Company, (ii) changes in the transactions, documents, and instruments described herein that are not material or are to the benefit of Subscriber, and (iii) the death or disability of Subscriber.

(h) Counterparts. This Agreement may be executed in counterparts, all of which taken together constitute one (1) instrument. Execution and delivery of this Agreement by electronic signature service or exchange of electronic mail copies bearing a PDF or electronic signature of a Party constitute a valid and binding execution and delivery of this Agreement by such Party. Such electronic copies constitute enforceable original instruments.

(i) Waiver. Company's delay or failure at any time or times hereafter to require strict performance by Subscriber of any undertakings, agreements, or covenants will not waive, affect, or diminish any right of Company under this Agreement to demand strict compliance and performance thereafter. Any waiver by Company of any breach or default will not waive or affect any other breach or default, whether such breach or default occurs prior or subsequent thereto, and whether of the same or a different type.

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[Signatures on the following pages]

[Remainder of this page intentionally left blank]

Page 13 of 19

IN WITNESS WHEREOF, the Parties have executed this Agreement, and its terms and conditions are binding and effective, as of the Effective Date.

By signing below, I certify that I have read the entire Subscription Agreement and that every statement purported to be made by me herein is true and complete.

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, for any reason or for no reason, any prospective investment in the securities or to allot to any prospective investor less than the dollar 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 Profits Units shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

 

SUBSCRIBER:

                                                                

a/an                                                                 

By:                                                                                                   Date:                                 

Name:                                                                 

Title (if applicable):                                 

Address:                                                                 

                                                                

Email:                                                                 

Total Subscription Price: $                                

Number of Profits Units (Subscription Price / $100.00 per Profits Unit):                  Profits Units

SSN or Tax ID Number:                                 

Subscriber Signature Page to Subscription Agreement

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IN WITNESS WHEREOF, the Parties have executed this Agreement, and its terms and conditions are binding and effective, as of the Effective Date.

COMPANY

OneDoor Studios Entertainment Properties LLC Series Calculated Sequels
a Delaware series of limited liability company

Address:                                                                 

                                                                

Email:                                                                 

Maximum Base Distribution Percentage: [110-125]% [To be completed by Company]

Company Signature Page to Subscription Agreement

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Exhibit A

Limited Liability Company Agreement of OneDoor Studios Entertainment Properties LLC
And Series Agreement of
OneDoor Studios Entertainment Properties LLC Series Calculated Sequels

[See attached]

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Exhibit B

Investor Questionnaire

[See attached]

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Exhibit C

Joinder Agreement

This Joinder Agreement, dated as of the last date of execution below is delivered in connection with the receipt of Profits Units of OneDoor Studios Entertainment Properties LLC Series Calculated Sequels, a Delaware series of limited liability company (the "Company"). By execution of this Joinder Agreement, upon acknowledgement of same by the Company and payment of any applicable subscription price or required portion thereof, the undersigned hereby becomes a "Party" to that certain Limited Liability Company Agreement, and the Series Agreement of OneDoor Studios Entertainment Properties LLC Series Calculated Sequels (as amended, modified, and/or restated from time to time, collectively, the "Agreements") and has the rights of and shall observe all the obligations applicable to a "Profits Member" under the Agreements, in each case, in the same manner as if the undersigned were an original signatory to the Agreements.

SUBSCRIBER:

                                                                

a/an                                                                 

By:                                                                                                   Date:                                 

Name:                                                                 

Title (if applicable):                                 

Address:                                                                 

                                                                

SEEN, ACKNOWLEDGED, AND AGREED TO BY:

COMPANY

OneDoor Studios Entertainment Properties LLC Series Calculated Sequels
a Delaware series of limited liability company

Joinder Agreement to Company Agreements

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Exhibit D

Offering Circular

[See attached]

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Broker-Dealer Agreement

This agreement (together with exhibits and schedules, the "Agreement") is entered into by and between ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES, LLC ("Client"), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company ("Dalmore"). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of October 26, 2021 (the "Effective Date"):

Whereas, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via SEC approved exemptions such as Reg D 506(b), 506(c), Regulation A+, Reg CF and others;

Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the "Offering"); and

Whereas, Client recognizes the benefit of having Dalmore as a service provider for investors who participate in the Offering ("Investors").

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, the Parties agree as follows:

1. Appointment, Term, and Termination
   1. Client hereby engages and retains Dalmore to provide operations and compliance services at Client's discretion.
   2. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days' written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappeable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or

   

   privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.

2. Services. Dalmore will perform the services listed on Exhibit A attached hereto and made a part hereof, in connection with the Offering (the "Services"). Unless otherwise agreed to in writing by the parties.
3. Compensation. As compensation for the Services, Client shall pay to Dalmore a fee equal to one hundred (100) basis points on the aggregate amount raised by the Client. This will only start after FINRA Corporate Finance issues a No Objection Letter for the offering. Client authorizes Dalmore to deduct the fee directly from the Client's third-party escrow or payment account.

There will also be a one-time due diligence payment for out of pocket expenses of $5,000. Payment is due and payable upon execution of this agreement. The advance payment will cover expenses anticipated to be incurred by the firm such a preparing the FINRA filing, due diligence expenses, working with the Client's SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to the approval of the offering. The firm will refund a portion of the payment related to the advance to the extent it was not used, incurred or provided to the Client.

The Client shall also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. The Client will pay a one-time Consulting Fee of $20,000 which will be due and payable immediately after FINRA issues a No Objection Letter.

4. Regulatory Compliance
   1. Client and all its third-party providers shall at all times (i) comply with direct requests of Dalmore; (ii) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Filing Fee), in each case that are necessary or appropriate to perform their respective obligations under this Agreement. Client shall comply with and adhere to all Dalmore policies and procedures.

   FINRA Corporate Filing Fee for this $75,000,000, best efforts offering will be $11,750 and will be a pass- through fee payable to Dalmore, from the Client, who will then forward it to FINRA as payment for the filing. Since this Offering involves ongoing filings, Dalmore will invoice the

   

   Client for the FINRA fee due and the $1,000 1-APOS filing fee prior to each filing. This fee is due and payable prior to any submission by Dalmore to FINRA.

   2. Client and Dalmore will have the shared responsibility for the review of all documentation related to the Transaction but the ultimate discretion about accepting a client will be the sole decision of the Client. Each Investor will be considered to be that of the Client's and NOT Dalmore.
   3. Client and Dalmore will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.
   4. Client and Dalmore agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self Regulatory Organization with respect to this Agreement or the performance of its obligations, unless such notification is expressly prohibited by the applicable Governmental Authority.
5. Role of Dalmore. Client acknowledges and agrees that Client will rely on Client's own judgment in using Dalmore' Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity or of any issuer; (ii) does not guarantee the performance to and of any Investor; (iii) will make commercially reasonable efforts to perform the Services in accordance with its specifications; (iv) does not guarantee the performance of any party or facility which provides connectivity to Dalmore; and (v) is not an investment adviser, does not provide investment advice and does not recommend securities transactions and any display of data or other information about an investment opportunity, does not constitute a recommendation as to the appropriateness, suitability, legality, validity or profitability of any transaction. Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship of any kind.
6. Indemnification.
   1. Indemnification by Client. Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, "Losses"), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, "Proceedings") to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.
   2. Indemnification by Dalmore. Dalmore shall indemnify and hold Client, Client's affiliates and Client's representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by

   

   Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.

   3. Indemnification Procedure. If any Proceeding is commenced against a party entitled to indemnification under this section, prompt notice of the Proceeding shall be given to the party obligated to provide such indemnification. The indemnifying party shall be entitled to take control of the defense, investigation or settlement of the Proceeding and the indemnified party agrees to reasonably cooperate, at the indemnifying party's cost in the ensuing investigations, defense or settlement.
7. Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:

   If to the Client:

   ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES, LLC
   3812 De Sabla Court
   Cameron Park, CA 95682
   Attn: Jason Brents, CEO
   Tel: 530-556-0218
   Email: jay@onedoorstudios.com

   If to Dalmore:

   Dalmore Group, LLC.
   525 Green Place
   Woodmere, NY 11598
   Attn: Etan Butler, Chairman
   Tel: 917-319-3000
   etan@dalmorefg.com

8. Confidentiality and Mutual Non-Disclosure:
   1. Confidentiality.
      1. Included Information. For purposes of this Agreement, the term "Confidential Information" means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of

      

      users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor.

      2. Excluded Information. For purposes of this Agreement, the term "confidential and proprietary information" shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
      3. Confidentiality Obligations. During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party's Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. 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 Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.
9. Miscellaneous.
   1. ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITIEE OF FINRA.
   2. This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities
   3. This Agreement will be binding upon all successors, assigns or transferees of Client. No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party.
   4. Neither party will, without prior written approval of the other party, place or agree to place any advertisement in any website, newspaper, publication, periodical or any other media

   

   or communicate with the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other party, to any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with the other party and to the clearing arrangements and/or any of the Services embodied in this Agreement. Client and Dalmore will work together to authorize and approve co- branded notifications and client facing communication materials regarding the representations in this Agreement. Notwithstanding any provisions to the contrary within, Client agrees that Dalmore may make reference in marketing or other materials to any transactions completed during the term of this Agreement, provided no personal data or Confidential Information is disclosed in such materials.

   5. THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party
   6. If any provision or condition of this Agreement will be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.
   7. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement.
   8. This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Exhibit A

Services:

1. Dalmore Responsibilities – Dalmore agrees to:
   1. Review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to Client whether or not to accept investor as a customer of the Client;
   2. Review each investors subscription agreement to confirm such Investors participation in the offering, and provide a determination to Client whether or not to accept the use of the subscription agreement for the Investors participation;
   3. Contact and/or notify the issuer, if needed, to gather additional information or clarification on an investor;
   4. Not provide any investment advice nor any investment recommendations to any investor;
   5. Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under this Agreement (e.g. as needed for AML and background checks);
   6. Coordinate with third party providers to ensure adequate review and compliance.

ESCROW AGREEMENT

This Escrow Agreement (this "Agreement"), effective as of the effective date set forth on the signature page hereto ("Effective Date"), is entered into by the following:

1. the issuer set forth on the signature page hereto ("Issuer"); and
2. the broker-dealer for Issuer's offering set forth on the signature page hereto ("Manager"); and
3. North Capital Private Securities Corporation, a Delaware Corporation, as escrow agent ("NCPS").

For purposes of this Agreement: (a) the above parties other than and excluding NCPS are referred to herein as "Issuer Party"; (b) references to "Issuer Party" in this Agreement shall include references to each Issuer Party individually, together and collectively, jointly and severally; and (c) Issuer Party, collectively with NCPS, are referred to herein as the "Parties" and each, a "Party".

The following Exhibits are incorporated by reference into this Agreement:

Exhibit A – Contingent Offering (if applicable)
Exhibit B – Fees and Expenses

Recitals

1. NCPS is a broker-dealer registered with the U.S. Securities and Exchange Commission ("SEC") and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities Investor Protection Corporation ("SIPC").
2. Issuer Party is engaging NCPS to serve as escrow agent in connection with Issuer's sale of debt, equity or hybrid securities ("Securities") in an offering exempt from registration under the U.S. Securities Act of 1933, as amended ("Securities Act"), pursuant to Rule 506(b) of Regulation D, 506(c) of Regulation D, Regulation A or Regulation Crowdfunding, as indicated on the signature page hereto ("Offering").
3. In accordance with the private placement memorandum, offering memorandum or Form 1-A applicable to the Offering provided by Issuer Party for dissemination to investors in connection with the Offering ("Offering Document"), subscribers to the Securities ("Subscribers") will be required to submit full payment for their respective investments at the time they enter into subscription agreements.
4. In accordance with the Offering Document, all payments by Subscribers subscribing for Securities shall be sent directly to NCPS as escrow agent, and NCPS by this Agreement agrees to accept, hold and disburse such funds deposited with it with respect thereto ("Escrow Funds") in accordance with the terms of this Agreement and in compliance with Rule 15c2-4 of the U.S. Securities Exchange Act of 1934, as amended ("Exchange Act"), and related SEC guidance and FINRA rules.
5. If the Offering is being made by Issuer on an "all-or-none" basis or on any other basis that contemplates payments to be made to Issuer only upon the occurrence of some further event or contingency as set forth in Exhibit A, as applicable, NCPS will promptly deposit any and all Escrow Funds NCPS receives into a separate bank escrow account as set forth in Section 1(d) below, for the persons or entities with a beneficial interest therein, until the appropriate event or contingency has occurred, at which time the Escrow Funds will be promptly transmitted to Issuer, else returned to the persons or entities entitled thereto pursuant to Section 4 below.
6. NCPS will be a participant in the Offering for the limited purpose of providing the escrow agent services described in this Agreement, and in the case of an Offering pursuant to Regulation Crowdfunding, NCPS will be the "qualified third party", as defined in Rule 303(e)(2) of the Securities Act. NCPS accepts no other role and assumes no other responsibilities related to the Offering, such as managing broker-dealer, placement agent, selling group member or referring broker-dealer, unless and until the roles and responsibilities are expressly delineated in a separately executed placement, managing broker, selling or referral agreement, as the case may be, if any.

1

In consideration of the mutual representations, warranties and covenants contained in this Agreement, the Parties, intending to incorporate the foregoing Recitals into this Agreement and to be legally bound, agree as follows:

Agreement

1. Definitions. Capitalized terms used in this Agreement and not otherwise defined above or elsewhere in this Agreement shall have the meanings as set forth below:

1. "ACH" means Automated Clearing House.
2. "Business Day" means a calendar day other than Saturday, Sunday or any public holiday when banks are closed for business in Delaware, Pennsylvania or Utah.
3. "Cash Investment" means an amount in US Dollars equal to (i) the number of Securities to be purchased by a Subscriber, multiplied by (ii) the offering price per Security as set forth in the Offering Document.
4. "Cash Investment Instrument" means, in full payment of the Cash Investment for the Securities to be purchased by a Subscriber, a check, money order or similar instrument made payable by Subscriber to the order of or endorsed to the order of:

   NCPS / SERIES CALCULATED SEQUELS, A SERIES OF ONDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC /                                       - Escrow Account
               (Offering Name*)                            (Subscriber Name**)

   or wire transfer or ACH transmitted by Subscriber to the following account ("Escrow Account"):

   Institution: TriState Capital Bank
   ABA: 043019003
   Account Name: North Capital Private Securities Corporation
   Account Number: 0220003339
   For Further Credit To: SERIES CALCULATED SEQUELS, A SERIES OF ONDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC (Offering Name*)
                                                                                         (Subscriber Name**)

   *Offering Name as set forth on the signature page hereto.
   **Subscriber Name as completed by Subscriber.

1. "Expiration Date" means 12 months from the Effective Date, unless mutually extended by the Parties in writing (which may be via email).
2. "Instruction Letter" means joint written instructions in a form acceptable to NCPS and executed by Issuer Party directing NCPS to the disburse the Escrow Funds to Issuer pursuant to Section 4(a).
3. "Minimum Offering" has the meaning as set forth on the signature page hereto.
4. "Minimum Offering Notice" means, if applicable to an Offering, a written notification in a form acceptable to NCPS and signed by Issuer Party representing to NCPS that: (i) subscriptions for at least the Minimum Offering have been received by Issuer; (ii) to the best of Issuer Party's knowledge after due inquiry and review of Issuer Party's records, Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS; (iii) such subscriptions have not been withdrawn, rejected or otherwise terminated; and (iv) Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
5. "NACHA" means National Automated Clearing House Association.
6. "Subscription Accounting" means an accounting of all subscriptions for Securities received and accepted by Issuer Party as of the date of such accounting, indicating for each subscription Subscriber's name and address, the number and total purchase price of subscribed Securities, the date of receipt by Issuer of the Cash Investment Instrument and

2

notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by Subscriber, any rejection of such subscription by Issuer Party or other termination, for whatever reason, of such subscription.

2. Appointment of Escrow Agent. Issuer Party hereby appoints NCPS to serve as escrow agent, and NCPS hereby accepts such appointment, in accordance with the terms of this Agreement. Issuer Party shall take all necessary steps to assure that all funds necessary to consummate the Transaction are deposited into the Escrow Account. Issuer Party shall not receive interest on the Escrow Funds and the Escrow Account shall be a non-interest bearing account as to Issuer Party.

3. Deposits into Escrow Account.

(a) Issuer Party shall direct Subscribers to, and Subscribers shall, directly deliver to NCPS all Cash Investment Instruments for deposit in the Escrow Account. Each such direction shall be accompanied by a Subscription Accounting.

ALL FUNDS DEPOSITED INTO THE ESCROW ACCOUNT PURSUANT TO THIS SECTION 3 SHALL REMAIN THE PROPERTY OF EACH SUBSCRIBER ACCORDING TO SUCH SUBSCRIBER'S INTEREST AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER PARTY UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a). ISSUER PARTY SHALL NOT RECEIVE CASH INVESTMENT INSTRUMENTS DIRECTLY FROM SUBSCRIBERS.

(b) Issuer Party understands and agrees that all Cash Investment Instruments received by NCPS pursuant to this Agreement are subject to collection requirements of presentment, clearing and final payment, and that the funds represented thereby cannot be drawn upon or disbursed until such time as final payment has been made and is no longer subject to dishonor. NCPS shall process each Cash Investment Instrument for collection promptly upon receipt, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS's sole obligation shall be to notify Issuer Party of such dishonor and, if applicable, to return such Cash Investment Instrument to Subscriber. Notwithstanding, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer Party shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof, including, without limitation, any fees or expenses with respect thereto, which NCPS may collect from Issuer Party pursuant to Section 10.

(c) Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS's sole obligation shall be to notify Issuer Party, depending upon the source of the of the Cash Investment Instrument, of such fact and to pay to Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber's Cash Investment Instrument upon receipt from Subscriber of any required payment instructions; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber's account information.

(d) NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not properly made payable or endorsed as set forth in Section 1(d).

(e) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such return to Subscriber as outlined in this Section 3, including, without limitation, updated payment information in the event a return to Subscriber for any reason cannot be made by the same method as received by NCPS.

(f) In the event any Party other than NCPS receives a Cash Investment Instrument, such Party agrees to promptly, and in no event later than one Business Day after receipt, deliver such Cash Investment Instrument to NCPS for deposit into the Escrow Account.

4. Disbursements of Escrow Funds.

(a) Subject to Section 3(b) and Section 10, NCPS shall disburse in accordance with the Instruction Letter the liquidated value of the Escrow Funds from the Escrow Account to Issuer by wire transfer no later than one Business Day following receipt of the following documents:

(i) A Minimum Offering Notice;

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(ii) Subscription Accounting substantiating the fulfillment of the Minimum Offering;

(iii) Instruction Letter; and

(iv) such other certificates, notices or other documents as NCPS may reasonably require;

provided that NCPS shall not be obligated to disburse the liquidated value of the Escrow Funds to Issuer if NCPS has reason to believe that (A) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (B) any of the information or the certifications, representations, warranties or opinions set forth in the Minimum Offering Notice, Subscription Accounting, Instruction Letter or other certificates, notices or other documents are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall disburse any additional funds received with respect to the Securities to Issuer by wire transfer no later than one Business Day after NCPS receives from or on behalf of Issuer (1) Issuer's request for closing via NCPS's online portal and (2) Issuer's written verification that the subscriptions therefor are in good order.

Any ACH transaction must comply with all applicable laws, rules, regulations, codes and orders of applicable governmental, regulatory, judicial and law enforcement authorities and self-regulatory authorities (collectively, "Law"), including, without limitation, NACHA's operating rules that apply to the ACH network as in effect from time to time. NCPS is not responsible for errors in the completion, accuracy or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of funds on deposit in any account.

(b) No later than three Business Days after receipt from Subscriber of any required payment instructions and receipt by NCPS of written notice: (i) from Issuer Party that Issuer Party intends to reject a Subscriber's subscription; (ii) from Issuer Party that there will be no closing of the sale of Securities to Subscribers; (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied; or (iv) from the SEC or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least 20 days, NCPS shall pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber's Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber's account information.

(c) Notwithstanding anything to the contrary contained herein, if NCPS shall not have received an Instruction Letter on or before the Expiration Date or the Termination Date (as defined below), subject to Section 5, NCPS shall, within three Business Days after such Expiration Date or Termination Date and receipt from Subscriber of any required payment instructions, and without any further instruction or direction from Issuer Party, pay to each Subscriber by the same method the amount of the Cash Investment received by NCPS from such Subscriber or return to Subscriber such Subscriber's Cash Investment Instrument; provided that amounts in excess of $25,000 will be returned via wire transfer upon confirmation by NCPS of Subscriber's account information.

(d) Issuer Party shall, or cause Subscriber to, provide NCPS with information sufficient to effect such payment or return to Subscriber as outlined in this Section 4, including, without limitation, updated payment information in the event a payment or return to Subscriber for any reason cannot be made by the same method as received by NCPS.

5. Suspension of Performance or Disbursement Into Court. If, at any time, (a) there shall exist any dispute between Issuer Party, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (b) NCPS is unable to determine, to NCPS's reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS's proper actions with respect to its obligations hereunder, or (c) Issuer Party has not within 30 days of NCPS's notice of resignation pursuant to Section 7 appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions: (i) suspend the performance of any of its obligations (including, without limitation, any disbursement obligations) under this Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor escrow agent shall have been appointed (as the case may be); or (ii) petition

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(by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by Law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court. NCPS shall have no liability to Issuer Party, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

6. No Commingling, Investment of Funds or Interest to Issuer Party. NCPS shall not: (a) commingle Escrow Funds received by it in escrow with funds of others that are not Escrow Funds, including funds received by NCPS in escrow in connection with any other offering of debt, equity or hybrid securities; or (b) invest such Escrow Funds. The Escrow Funds will be held in the Escrow Account, which shall not accrue interest in favor of Issuer Party or any Subscriber.

7. Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving 10 days prior written notice to Issuer Party specifying a date when such resignation shall take effect. Upon any such notice of resignation, Issuer Party shall appoint a successor escrow agent hereunder prior to the effective date of such resignation. The retiring escrow agent shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor escrow agent, after making copies of such records as the retiring escrow agent deems advisable. After any retiring escrow agent's resignation, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Agreement without further act.

8. Role of NCPS as Escrow Agent.

(a) NCPS's sole responsibility as a participant in the Offering under this Agreement shall be for the safekeeping and disbursement of the Escrow Funds as escrow agent, in accordance with the terms hereto. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines by final unappealed or non-appealable order pursuant to Section 20(a) that NCPS's fraud or gross negligence was the primary cause of any Losses (as defined below) to Issuer Party.

(b) NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding.

(c) NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, including, without limitation, the Offering Document. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer Party or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer Party or any third party (including any Subscriber) to honor any of the provisions of this Agreement.

(d) NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if

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NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, to the extent legally permissible, NCPS shall provide Issuer Party with prompt notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.

(e) NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Issuer Party shall promptly pay, upon demand, the fees and expenses of any such counsel.

(f) By this Agreement, Subscribers are not customers of NCPS and NCPS shall have no obligation to determine a Subscriber's suitability to participate in the Offering, whether the Offering complies with Law, verify a Subscriber's identity or perform anti-money laundering, know your customer or other due diligence, such responsibilities being obligations of Issuer Party or Issuer Party's agents. Any further participation by NCPS in the Offering (if any) other than to provide the escrow services as set forth in this Agreement shall be governed by separate agreement.

(g) NCPS makes no representation, warranty or covenant as to the compliance of any transaction related to the escrow with any Law. NCPS shall not be responsible for the application or use of any funds released from the Escrow Account pursuant to this Agreement.

9. Indemnification of NCPS.

(a) Issuer Party (including Issuer Party's affiliates, collectively, the "Indemnifying Party") agrees (and agrees to cause the other Indemnifying Parties) jointly and severally and at their own cost and expense to indemnify, defend and hold harmless NCPS and its affiliates and their respective directors, officers, employees, agents, representatives, advisors and consultants, and their respective successors and assigns (each, an"NCPS Parties"), to the fullest extent permitted by Law, from and against (and no NCPS Party shall be liable for) any Losses, joint or several, in connection with all actions (including equity owner actions), claims, disputes, inquiries, indemnification, proceedings, investigations and other legal process regardless of the source (collectively, "Actions") arising out of or relating to the offering of securities, this Agreement, the provision of NCPS's services hereunder or the engagement of NCPS hereunder (including, without limitation, any breach or alleged breach of this Agreement or any representation, warranty or covenant herein, any breach or alleged breach of Law or any rejection of a Cash Investment, or the suspension of performance or disbursement into court pursuant to Section 5), and will reimburse NCPS Parties for all expenses (including attorneys' fees) as they are incurred by NCPS Parties in connection with investigating, preparing, defending or appearing as a third party witness in connection with any such Action whether or not related to a pending or threatened Action in which NCPS is a party. Notwithstanding, Issuer Party will not be responsible for any Losses that are finally judicially determined by unappealed or non- appealable order pursuant to Section 20(a) to have resulted primarily from NCPS's fraud or gross negligence, and NCPS agrees to immediately refund any payments made to an NCPS Party upon such determination. "Losses" means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including, without limitation, reasonable attorneys' fees, the costs of enforcing any right hereunder, the costs of pursuing any insurance providers, the costs of collection and the costs of defending against or appearing as a witness, whether direct, indirect, consequential or otherwise. Indemnifying Parties shall pay to NCPS Parties all amounts due under this Section 9 promptly after written demand therefor.

(b) In the event that Escrow Agent performs any service not specifically provided hereinabove, or that there is any assignment or attachment of any interest in the subject matter of this escrow or any modification thereof, or that any controversy arises hereunder, or that Escrow Agent is made a party to, or intervenes in, any dispute pertaining to this escrow or the subject matter hereof, Escrow Agent shall be reasonably compensated therefor and reimbursed for all costs and expenses occasioned thereby; and Issuer Party hereto agree jointly and severally to pay the same and to jointly and severally and at their own cost and expense release, indemnify, defend and hold harmless the NCPS Parties pursuant to subsection (a) above, it being understood and agreed that Escrow Agent may interplead the subject matter of this escrow into any court of competent jurisdiction, and the act of such interpleader shall immediately relieve Escrow Agent of any duties, liabilities or responsibilities.

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(c) For the sole purpose of enforcing and otherwise giving effect to the provisions of this Section 9, Issuer Party hereby consents to personal jurisdiction and service and venue in any court in which any claim that is subject to this Agreement is brought against any NCPS Party.

(d) If an Action is commenced or threatened and is ultimately settled, Issuer Party shall use its best efforts to cause NCPS, by name, and the other NCPS Parties, by description, to be included in any release or settlement agreement, whether or not NCPS and the other NCPS Parties are named as defendants in such Action.

10. Compensation to NCPS.

(a) Issuer Party shall pay or cause to be paid to NCPS for its services as escrow agent as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party's obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party's request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS.

(b) All of the compensation and reimbursement obligations shall be payable by Issuer Party upon demand by NCPS and will be charged automatically by NCPS to the credit card or other payment method indicated on the signature page to this Agreement or as otherwise agreed by the Parties. Issuer Party consents to NCPS retaining and using Issuer Party's payment information for future invoices and as provided in this Agreement. Issuer Party agrees and acknowledges that NCPS and its third party vendors may retain and use Issuer Party's payment information to facilitate the payments provided for in this Agreement. Issuer Party agrees to provide NCPS written notice (which may be via email) of any update or changes to Issuer Party's payment information. Absent current payment information, Issuer Party shall make, or cause to be made, all payments to NCPS within 10 days of receiving an invoice therefor. All payments made to NCPS shall be in US dollars in immediately available funds.

(c) If Issuer Party fails to make any payment when due then, in addition to all other remedies that may be available: (a) NCPS may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or if lower, the highest rate permitted under Law, which Issuer Party shall pay; such interest may accrue after as well as before any judgment relating to collection of the amount due; and (b) Issuer Party shall reimburse, or cause to be reimbursed, NCPS for all costs incurred by NCPS in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; provided that cumulative late payments are subject to the overall limits as may be required by Law as set forth in Exhibit B.

(d) NCPS is authorized to and may disburse from time to time, to itself or to any NCPS Party from the Escrow Funds (but only to the extent of Issuer Party's rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any NCPS Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer Party of any disbursement from the Escrow Funds to itself or to any NCPS Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Notwithstanding, no disbursement shall be made pursuant to this subsection until the Minimum Offering has been met and otherwise in compliance with Law, including, without limitation, Rule 15c2-4 of the Exchange Act and related SEC guidance and FINRA rules.

(e) Issuer Party hereby grants to NCPS and the NCPS Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer Party's rights thereto) to secure all obligations hereunder, and NCPS and the NCPS Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer's rights thereto.) If for any reason the Escrow Funds available to NCPS and the NCPS Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer Party shall promptly pay such amounts to NCPS and the NCPS Parties upon receipt of an itemized invoice. Notwithstanding, no security interest or offset shall be granted pursuant to this subsection until the Minimum Offering has been met and otherwise in compliance with Law, including, without limitation, Rule 15c2-4 of the Exchange Act and related SEC guidance and FINRA rules.

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11. Representations and Warranties.

(a) Issuer Party jointly and severally represents, warrants and covenants to NCPS as of the Effective Date and at all times during the Term, including, without limitation, at the time of any deposit to or disbursement from the Escrow Funds:

(i) Issuer Party is an entity duly organized, validly existing and in good standing under the laws of the state where it was formed. Issuer Party has all requisite power and authority to own those properties and conduct those businesses presently owned or conducted by it. Issuer Party is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on Issuer Party or Issuer Party's business.

(ii) Issuer Party has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Issuer Party and constitutes the legal, valid, binding, and enforceable obligation of Issuer Party, enforceable against Issuer Party in accordance with its terms. The execution, delivery and performance of this Agreement does not and will not: (A) conflict with or violate any of the terms of any organizational or governance document, stakeholder agreement, any court order or administrative ruling or decree to which it is a party or any of its property is subject, any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject or any Law; or (B) conflict with, or result in a breach or termination of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which Issuer Party is bound or to which any property of Issuer Party is subject, or constitute a default thereunder. The execution, delivery and performance of this Agreement is consistent with and accurately described in the Offering Document as set forth in Section 4(b) and Section 4(c) and has been properly described therein.

(iii) Issuer Party acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein to provide escrow services, and in the case of an Offering pursuant to Regulation Crowdfunding, NCPS will be the "qualified third party", as defined in Rule 303(e)(2) of the Securities Act, and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as escrow agent for the limited purposes set forth herein. Issuer Party shall comply with all Law in connection with the offering of the Securities. By this Agreement, NCPS accepts no other role and assumes no other responsibilities related to the Offering, including, without limitation, managing broker- dealer, placement agent, selling group member or referring broker-dealer.

(iv) Issuer Party has the obligation to, and shall, determine a Subscriber's suitability to participate in the Offering, make sure the Offering complies with Law and the Offering Document, verify a Subscriber's identity and perform anti-money laundering, know your customer and any other due diligence in connection with the transactions contemplated by the Offering. The Offering and any offer or sale in the Offering complies with or is exempt from all applicable registrations or qualification requirements, including, without limitation those of the SEC or state securities regulatory authorities.

(v) No person or entity other than the Parties and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

(vi) Any deposit with NCPS by NCPS and/or Issuer Party of Cash Investment Instruments pursuant to Section 3 shall be deemed a representation and warranty by Issuer Party that such Cash Investment Instrument represents a bona fide sale to such Subscriber of the amount of Securities set forth therein in accordance with the terms of the Offering Document.

(vii) To the extent Issuer Party will be sharing personal or financial information of a third party with NCPS in connection with this Agreement, Issuer Party shall maintain and obtain the agreement of each such third party, which shall permit the sharing of such third party's information with NCPS and its affiliates and service providers for NCPS and its affiliates and service providers to use, disclose and retain it in connection with this Agreement and the provision of the services hereunder and as required by Law. NCPS shall be a third party beneficiary to such agreement..

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(viii) Issuer Party's representations, warranties and covenants are continuing and deemed to be reaffirmed each time Issuer Party provides NCPS with any instructions in connection with the Escrow Account. Issuer Party shall immediately notify NCPS if any representation, warranty or covenant ceases to be true, correct, accurate and complete.

(ix) Issuer Party shall provide NCPS with immediate notice of any Action (as defined below), threatened Action or facts or circumstances that could lead to any Action involving Issuer Party, its agents or the Offering.

(b) NCPS represents, warrants and covenants to Issuer Party as of the Effective Date and at all times during the Term, including, without limitation, at the time of any deposit to or disbursement from the Escrow Funds:

(i) NCPS is an entity duly organized, validly existing and in good standing under the laws of the State of Delaware. NCPS is a broker-dealer registered with the SEC and a member of FINRA and SIPC.

(ii) NCPS has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by NCPS and constitutes the legal, valid, binding, and enforceable obligation of NCPS, enforceable against NCPS in accordance with its terms.

(iii) NCPS's representations, warranties and covenants are continuing and deemed to be reaffirmed each time Issuer Party provides NCPS with any instructions in connection with the Escrow Account. NCPS shall promptly notify Issuer Party if any representation, warranty or covenant ceases to be true, correct, accurate and complete.

12. Disclaimer of Advice. Issuer Party is NCPS's sole customer pursuant to this Agreement. By this Agreement, NCPS is not undertaking to provide any recommendations or advice to any party, including any Subscriber who may be a retail investor, in connection with any offering of securities, NCPS's engagement hereunder or its provision of the services contemplated by this Agreement (including, without limitation, business, investment, solicitation, legal, accounting, regulatory or tax advice). Issuer Party understands that it will be solely responsible for ensuring that any offering and any sale of securities complies with all Law. Issuer Party acknowledges and agrees that it will rely on its own judgment in using NCPS's services.

13. Survival. Notwithstanding the expiration or termination of this Agreement or the resignation or removal of NCPS as escrow agent, the Parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance (or are required to implement such action or forbearance) after such expiration or termination, including, but not limited to, those related to fees and expenses, indemnities, limitations of and exclusions to NCPS's liability, warranties, choice of law, jurisdiction and dispute resolution and such provisions shall remain operative and in full force and effect and shall survive any disbursement of Escrow Funds and the expiration or termination of this Agreement. Except as the context otherwise requires, all representations, warranties and covenants of Issuer Party contained in this Agreement shall be deemed to be representations, warranties and covenants during the Term, and such representations, warranties and covenants shall remain operative and in full force and effect and shall survive the sale of, and payment for, the securities and the expiration or termination of this Agreement to the extent required for the enforcement thereof.

14. Assignment. Except as provided in Section 17, no Party shall assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or contract or otherwise, without each other Party's prior written consent; provided NCPS may assign or otherwise transfer its rights, or delegate or otherwise transfer its obligations or performance, under this Agreement pursuant to Section 7 or to an affiliated escrow agent without any other Party's consent. Any purported assignment, delegation or transfer in violation of this Section 14 is void. Subject to this Section 14, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns irrespective of any change with regard to the name of or the personnel of any Party.

15. Entirety. This Agreement incorporates by reference NCPS's and its affiliates' data privacy policies and website terms of use, as posted on NCPS's and its affiliates' website from time to time, with which Issuer Party shall, and shall cause issuers to, comply. This Agreement (including all exhibits, all schedules and NCPS's and its affiliates' data privacy policies and website terms of use) constitutes the sole and entire

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agreement between the Parties with respect to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds and supersedes and merges all prior and contemporaneous proposals, understandings, agreements, representations and warranties, both written and oral, between the Parties relating to such subject matter.

16. Amendment; Waiver. Except as set forth in Section 7, Section 14 and Section 22, no amendment to or modification of this Agreement will be effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

17. Term and Termination.

(a) The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any of this Agreement's express provisions, will continue in effect until the first to occur of the final closing of the Offering and/or the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof ("Term"), at which time this Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Agreement or the Escrow Funds.

(b) Notwithstanding, NCPS may terminate this Agreement for cause immediately without notice to Issuer Party upon: (a) fraud, malfeasance or willful misconduct by Issuer Party or any of their affiliates; (b) conduct by Issuer Party or any of their affiliates that may jeopardize NCPS's current business, prospective business or professional reputation; (c) any material breach by Issuer Party of this Agreement if such breach is not cured within 10 days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any amount under this Agreement when due; or (d) if Issuer Party ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Issuer Party is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Issuer; an assignment for the benefit of creditors; the convening by Issuer Party of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Issuer Party generally to pay its debts on a timely basis. Any Party may terminate this Agreement for any other or no reason with 90 days' prior written notice to each other Party.

(c) No termination or expiration of this Agreement shall affect the ongoing obligations of Issuer Party to make payments to NCPS in accordance with the terms hereunder and such obligations shall survive. Amounts that would have become payable had this Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Issuer Party shall pay or shall cause to be paid such amounts, together with all previously-accrued but not yet paid fees, on receipt of NCPS's invoice therefor or as otherwise set forth in Exhibit B, Section 9 or Section 10. In addition, Issuer Party shall remove any and all references to NCPS from any Offering Document, cease use of NCPS intellectual property and no longer refer to NCPS in connection with the offering.

18. Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell and deal in any of the securities of Issuer Party and become pecuniary interested in any transaction in which Issuer Party may be interested, and contract and lend money to Issuer and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for Issuer Party or any other entity.

19. Compliance with Law; Further Assurances. The Parties expressly agree that, to the extent that the existing law relating to this Agreement changes, and such change affects this Agreement, they will reform the affected portion of this Agreement to comply with the change. Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes of this Agreement.

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20. Choice of Law, Jurisdiction and Dispute Resolution.

(a) This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to its choice of law, conflict of laws or "borrowing", statutes, rules, principles and precedent. The Parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the State of Utah, County of Salt Lake.

(b) Each Party acknowledges and agrees that a breach or threatened breach by a Party of any of its obligations under this Agreement may cause any other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, any other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies and any other remedies set forth in this Agreement are not exclusive and are cumulative in addition to all other remedies that may be available at law, in equity or otherwise.

(c) TO THE FULLEST EXTENT PERMITTED BY LAW, THE COLLECTIVE AGGREGATE LIABILITY OF THE NCPS PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, TO ISSUER PARTY, ANY OTHER PARTY OR THIRD PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER ARISING OUT OF TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, INDEMNIFICATION, BREACH OF STATUTORY DUTY, BREACH OF WARRANTY, RESTITUTION OR OTHERWISE, WHETHER BROUGHT DIRECTLY OR AS A THIRD PARTY CLAIM, SHALL BE LIMITED TO THE LESSER OF (A) $1,000 OR (B) THE AMOUNT OF FEES PAID BY ISSUER PARTY TO AND RECEIVED BY NCPS DURING THE SIX MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE ACCRUAL OF THE ACTION.

(d) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. To the full extent permitted by law, no legal proceeding shall be joined with any other or decided on a class-action basis.

(e) Subject to Section 20(c), in any Action, by which one Party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing Party will pay the prevailing Party's costs and expenses, including, but not limited to, reasonable attorneys' fees.

(f) None of the NCPS Parties shall be liable to any Issuer Party or to anyone else for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or for any costs of procurement of substitution of services or any lost profits, lost business, trading losses, loss of use of data or interruption of business or services arising out of this Agreement, including, without limitation, any breach of this Agreement or any services performed, regardless of the basis of liability.

(g) At NCPS's or its affiliate's determination, a breach under this Agreement by Issuer Party will constitute a default by Issuer Party or its affiliates under any other agreements any of them have then in effect with NCPS or its affiliates and vice versa.

(h) All rights and remedies of NCPS in this Agreement will be in addition to all other rights and remedies available at law or in equity and shall survive any expiration or termination of this Agreement.

21. Notices; Consent to Electronic Communications. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement ("notices") have binding legal effect only if in writing and addressed to a Party as set forth on the signature page hereto (or to such other address that such Party may designate from time to time in accordance with this Section 21). Notices sent in accordance with this Section 21 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. In addition, Issuer Party consents to the receipt of notices electronically via email.

22. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that

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the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

23. Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and no Party shall have authority to contract for or bind any other Party in any manner whatsoever.

24. No Third Party Beneficiaries. Except as otherwise set forth in Section 9, this Agreement is for the sole benefit of the Parties and, subject to Section 14, their respective successors and assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. NCPS Parties shall be third party beneficiaries as set forth in Section 9.

25. Interpretation; Headings and References. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. Further, the headings used in this Agreement and the references throughout to the policies and documents constituting this Agreement are for convenience only and are not intended to be used as an aid to interpretation. All such references are subject to the full text of such policies and documents. Any decision by NCPS with respect to the interpretation or application of this Agreement shall be final and binding on Issuer Party.

26. Gender; Number. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. If one or more persons or entities constitute "Issuer Party", as defined in the introductory paragraph, references to "Issuer Party" in this Agreement shall include references to each Issuer Party individually, together and collectively, jointly and severally.

27. Intellectual Property; Confidential Information. All trademarks, service marks, patents, copyrights, trade secrets, confidential information, and other proprietary rights of each Party shall remain the exclusive property of such Party, whether or not specifically recognized or perfected under Law. Issuer Party shall not use, disclose or retain confidential information (including personally identifiable information or other account information) of NCPS Parties or any third parties that Issuer Party or its affiliates or their employees, directors, officers, consultants, independent contractors, advisors and auditors may receive or otherwise have access to in connection with the transactions contemplated by this Agreement copies of and disclose and use any data or information collected from or on behalf of any Issuer Party or otherwise up to and throughout this Agreement as may be required in connection with legal, financial or regulatory filings, audits, discussions or examinations or as otherwise required by Law..

28. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Upon execution and delivery of a counterpart to this Agreement by the Parties, each Party shall be bound by this Agreement. A signed copy of this Agreement by facsimile, email or other means of electronic transmission or signature is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

29. Anti-Money Laundering.

(a) Each Party agrees any non-public personal information (as defined in Regulation S-P of the SEC) disclosed to it in connection with this Agreement is being disclosed for the specific purpose of permitting such Party to perform such Party's obligations and the services set forth in this Agreement. Each Party agrees that, with respect to such information, it will comply with Regulation S-P of the SEC, the Gramm-Leach-Bliley Act (15 U.S.C § 6081 et seq.) and all other applicable U.S. privacy Law and it will not disclose any non-public personal information received in connection with this Agreement to any other party (except to the other Party), except to the extent required to carry out this Agreement or as otherwise permitted or required by Law. Each Party shall comply with all other privacy Law outside of the U.S. applicable to such Party or such Party's activities in connection with this Agreement.

(b) Each Party shall: (a) as applicable to such Party, comply with all applicable requirements of the CCPA (as defined below), when collecting, using, retaining or disclosing personal information; (b) limit personal information collection, use, retention and disclosure to activities reasonably necessary and proportionate to the performance of this Agreement or other compatible operational purpose; (c) only collect, use, retain or disclose personal information collected in connection with this Agreement; (d) not collect, use, retain, disclose, sell or otherwise make personal information available for such Party's own commercial purposes or in a way that does not comply with the CCPA, as applicable to such Party; (e) promptly comply with the other Party's request or instruction requiring such Party to provide, amend, transfer or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing; (f) reasonably cooperate and assist the other Party in meeting any compliance obligations and responding to related inquiries, including responding to verifiable consumer requests, taking into account the nature of such Party's processing and the information available to such Party; and (g) notify the other Party immediately if it receives any complaint, notice or communication that directly or indirectly relates to either Party's compliance. For purposes of this Agreement, "CCPA" means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.

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shall provide customary certifications as to Issuer Party's CIP, anti-money laundering program and OFAC Sanctions Compliance Program on which NCPS is entitled to rely.

30. Privacy.

(a) Issuer Party acknowledges that NCPS is subject to U.S. federal Law, including the CIP requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which NCPS must obtain, verify and record information that allows NCPS to identify customers of NCPS. Accordingly, NCPS will ask Issuer Party to provide, and Issuer Party shall provide, certain information, including, but not limited to, name, physical address, tax identification number and other information that will help NCPS to identify and verify Issuer Party's identity, such as organizational documents, certificates of good standing, financial statements, licenses to do business or other pertinent identifying information.

(a) Issuer Party acknowledges that NCPS is subject to U.S. federal Law, including the CIP requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which NCPS must obtain, verify and record information that allows NCPS to identify customers of NCPS. Accordingly, NCPS will ask Issuer Party to provide, and Issuer Party shall provide, certain information, including, but not limited to, name, physical address, tax identification number and other information that will help NCPS to identify and verify Issuer Party's identity, such as organizational documents, certificates of good standing, financial statements, licenses to do business or other pertinent identifying information.

31. Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement.

[Signatures appear on following page(s).]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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In witness whereof, the Parties have duly executed this Agreement effective as of the Effective Date.

Effective Date: 6/16/2022

Offering Name: SERIES CALCULATED SEQUELS, A SERIES OF ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC

Minimum Offering: $72,000.00 (including offline investments and in kind contributions and similar creditable amounts)

Total Offering Amount: $7,200,000.00

Offering Exemption: Regulation A

ISSUER:	NCPS:
Entity Name: SERIES CALCULATED SEQUELS, A SERIES OF ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC	North Capital Private Securities Corporation
Jurisdiction: Delaware	Jurisdiction: Delaware
By: /s/ Jason Brents	By: /s/ Linsey Harkness
Name: Jason Brents	Name: Linsey Harkness
Title: President	Title: Managing Director
Date: 6/16/2022	Date: 6/16/2022
Email: jay@onedoorstudios.com	Email: jdowd@northcapital.com
With a copy to:	With a copy to: lharkness@northcapital.com                          ckellett@northcapital.com
Address: 4320 Modoc Rd., Suite F                Santa Barbara, CA 93110	Address: 623 E. Fort Union Blvd, Suite 101                Midvale, Utah 84047
MANAGER:
Entity Name: Dalmore Group, LLC
Jurisdiction: New York
By: /s/ Etan Butler
Name: Etan Butler
Title: Chairman
Date: 6/16/2022
Email: etan@dalmorefg.com
Address: 525 Green Place                Woodmere, NY 11598

Issuer Party Payment Information:

X Use payment information currently on file with NCPS; or

Complete the payment information below:

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EXHIBIT A

CONTINGENT OFFERING

If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act ("Rule"), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule.

Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred.

Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto.

The following contingencies apply to the Offering (please check all that apply):

• None.
• Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer.
• Certain listed events will have occurred prior to closing (please specify):
• Other contingencies (please describe):

 

 

 

 

 

 

 

 

 

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EXHIBIT B

FEES AND EXPENSES

Escrow Administration Fee:	$500 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period)
Issuer Routable Account Number:	$150 per month
Out-of-Pocket Expenses:	Billed at cost
Check Disbursements:	$10.00 per check (incoming/outgoing)
Transactional Costs:	$100.00 for each additional escrow break $100.00 for each escrow amendment $50.00 for reprocessing a closing
Wire Disbursements:	$25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing)

Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, the Fee and all related expenses, including attorneys' fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.

Escrow Parties shall pay such fees immediately upon Escrow Agent's demand, or at Escrow Agent's option, Escrow Agent may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d).

The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000.

Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.

Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions.

NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17.

Escrow Agent may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to Escrow Agent retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds.

*The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules.

ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE.

 

 

 

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Testing-the-Waters Materials

Waitlist signup form on website of Company's Manager:

Email to investors in a separate offering conducted by the Manager:

TECHTIMES.com Article: