and

THE MEMBERS OF EAST WEST PRODUCTIONS, LLC

Dated as of June 9, 2025

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

BACKGROUND

WHEREAS, the EWP Members are the owners of 100% of the issued and outstanding membership interests of the Company (the “EWP Membership Interests”) and the allocation of such ownership among the EWP Members is set forth on Schedule A; and

WHEREAS, the Company owns and operates the EWP Business as defined below; and

WHEREAS, the EWP Members wish to sell and dispose of, and Purchaser wishes to purchase, the EWP Membership Interests through a to-be-created subsidiary of Purchaser, on the terms and subject to the conditions set forth in this Agreement, so that the Company can become a wholly owned operating subsidiary of Purchaser.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions.  

(a) As used in this Agreement, the following terms shall have the following meanings: 

 “Acquisition Shares” means Two Million, Five Hundred Thousand (2,500,000) shares of common stock of EWI (as defined below), which Purchaser shall deliver at the Closing pursuant to Section 2.1(a).  

“Action” means any suit, legal proceeding, administrative enforcement proceeding or arbitration proceeding before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Membership Interest Purchase Agreement together with all Schedules and any Exhibits or other documents attached hereto.

“Business Day” means any day other than a Saturday, Sunday or any day on which banks located in New York City, New York are authorized or required to be closed for the conduct of regular banking business.

“EWP Assets” means all the property and assets of the EWP Business of every kind and description wheresoever located including, without limitation, equipment, inventory, Intellectual Property, EWP Material Contracts, accounts receivable and goodwill.

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“EWP Business” means all aspects of the Company’s business conducted, or proposed to be conducted, by the Company.

“EWP Material Contracts” means the burden and benefit of and the right, title and interest of the Company and its Subsidiaries in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which the Company is entitled in connection with the EWP Business and under which the Company is obligated to pay or entitled to receive the sum of $5,000 or more, or which cannot be terminated without liability on not more than one month's notice. 

“EWP Membership Interests” means all of the issued and outstanding membership interests of the Company, all of which are owned by the EWP Members.

“Closing” means the closing of the acquisition of the EWP Membership Interests by Purchaser, and the delivery of the Acquisition Shares as contemplated by this Agreement.

“Employment Agreements” means the fully executed employment agreements entered into between the Company and the EWP Members and any applicable employee(s) of the Company at the Closing (as approved by Purchaser).

“Encumbrances” means any and all liens, encumbrances, charges, security interests, mortgages,

pledges, options, title defects, or other adverse claims or restrictions on title of any nature whatsoever and, when used with respect to the EWP Membership Interests, shall include without limitation, any rights of first refusal or first offer, proxies, voting trusts or agreements.

“Earn-Out Shares” means the common shares of EWI eligible for issuance to the EWP Members if any of the milestones are achieved, all as provided in Section 5.4.  

“Governmental Authority” means any international, supranational, national, provincial, regional,

federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Intellectual Property” means patents, trademarks, copyrights, trade secrets, inventions, know-how, other proprietary knowledge, or other intellectual property rights of any kind. 

“Losses” means any and all damages, fines, fees, penalties, deficiencies, liabilities, claims, losses, demands, judgments, settlements, actions, demands, damages, liens, encumbrances, obligations and costs and expenses (including interest, court costs and the reasonable fees and costs of attorneys, accountants and other experts).

“Material Adverse Effect” or “Material Adverse Change” means any effect or change that would

be materially adverse to the EWP Business, financial condition, or assets of the Company, or to the ability of any party to consummate the transactions contemplated hereunder in a timely manner.

“Operating Agreement” means the Operating Agreement of the Company dated as of January, 2020, a true and complete copy of which has been delivered to Purchaser.

“Person” means any natural person, corporation, general partnership, limited partnership, limited

or unlimited liability company, proprietorship, joint venture, other business organization, trust, business trust, union, association, Governmental Authority or other entity.

“Rule 144” means Rule 144 promulgated under the Securities Act.  

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“SEC” means the United States Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Subsidiary” means, with respect to any Person, any other Person (i) of which the first Person owns directly or indirectly 50% or more of the outstanding voting stock or other equity interest in the other Person; (ii) of which the first Person or any other subsidiary of the first Person is a general partner or (iii) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions with respect to the other Person are at the time owned by the first Person and/or one or more of the first Person’s subsidiaries.

“Tax” or “Taxes” means (a) any and all U.S. federal, state, local, or foreign income, gross receipts,

license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including the Federal Insurance Contributions Act), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor, by contract or otherwise.

Section 1.2.Other Defined Terms; Interpretation.  

(a)Other terms defined are in the other parts of this Agreement indicated below:  

(b)For the purposes of this Agreement, except to the extent that the context otherwise requires:  

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(i)when a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference is to an Article or Section of, or a Schedule or an Exhibit to, this Agreement unless otherwise indicated;  

(ii)the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;  

(iii)whenever the words “include,” “includes” or “including” (or similar terms) are used in this Agreement, they are deemed to be followed by the words “without limitation”;  

(iv)the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;  

(v)all terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;  

(vi)the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;  

(vii)if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;  

(viii)references to a Person are also to its heirs, personal representatives, permitted successors and assigns to the extent applicable;  

(ix)the use of “or” is not intended to be exclusive unless expressly indicated otherwise;  

(x)“contract” includes any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, franchise concession, contract, agreement, permit, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding, whether written or oral;  

(xi)“assets” shall include “rights,” including rights under contracts; and  

(xii)“reasonable efforts” or similar terms shall not require the waiver of any rights under this Agreement.  

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ARTICLE II

THE ACQUISITION

Section 2.1. Acquisition of EWP Membership Interests.   

(a) At the Closing, upon the terms and subject to the conditions of this Agreement (i) the EWP Members shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase and accept from the EWP Members, the EWP Membership Interests, free and clear of all Encumbrances (other than Encumbrances created by the Purchaser, or arising under this Agreement, the articles of organization or operating agreement of the Company, the Securities Act or any applicable state securities laws), (ii) in exchange for the transfer of the EWP Membership Interests to Purchaser as provided herein, Purchaser will cause its transfer agent to issue the Acquisition Shares in book-entry form in the name of the EWP Members. The Acquisition Shares shall not be registered and shall be subject to the rights and restrictions of Rule 144.

Section 2.3. Closing.  The Closing shall take place virtually using email or any mutually acceptable cloud-based electronic collaboration service, simultaneous with the execution of this Agreement, except for the Acquisition Shares, which shall be issued and delivered by Purchaser’s transfer agent to the EWP Members in book-entry form (the “Closing Date”). 

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE EWP MEMBERS

AND THE COMPANY

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by the EWP Members and the Company, and assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes a valid and legally binding obligation of the EWP Members and the Company, enforceable against each of them in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 3.9.  Licenses.  The Company and its Subsidiaries hold all licenses and permits as may be requisite for carrying on the EWP Business in the manner in which it has heretofore been carried on, and is intended to be carried on after the Closing, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a Material Adverse Effect on the EWP Business.

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Section 3.10.  Applicable Laws.  The Company has not been charged with or received notice of breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees to which they are subject or which apply to them, the violation of which would have a Material Adverse Effect on the EWP Business, and the Company is not in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a Material Adverse Effect on the EWP Business.

Section 3.11. No Defaults. There has not been any default, or the occurrence of any event that with or without notice or lapse of time or both, would constitute a default in any material obligation of the Company or any other party to be performed under any of the EWP Material Contracts, each of which is in good standing and in full force and effect.

(a)Accounts Payable and Liabilities.  There are no material liabilities, contingent or otherwise, of the Company, except those incurred in the ordinary course of business, and the Company has not guaranteed or agreed to guarantee any debt, liability, or other obligation of any Person. 

(b) Debt to Related Parties.   The Company is not indebted to any Affiliate, manager or member of the Company, except accounts payable on account of bona fide business transactions of the Company incurred in the ordinary course of business, including employment agreements. 

(d)Material Adverse Change.  The Company has not experienced any Material Adverse Changes. 

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Section 3.21.  EWP Assets.  The Company owns and possesses all rights, title, and interest in and to, or has valid and enforceable licenses to use, all of the EWP Assets necessary for the operation of the EWP Business, and the EWP Assets are not subject to any Encumbrances or claims that would result in a Material Adverse Effect.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser makes the representations and warranties to the EWP Members set forth in this Article IV. For purposes of this Article IV, the term “knowledge,” when used below with respect to Purchaser, shall mean the actual knowledge of Purchaser’s executive officers and directors.

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violation or breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination of, or the loss of a benefit under or accelerate the performance required by, or result in a right of termination, modification, cancellation or acceleration under the terms, conditions or provisions of any contract or other instrument of any kind to which Purchaser is now a party or by which Purchaser or any of its properties or assets may be bound or affected; or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Purchaser, except with respect to clauses (ii) and (iii) for such violations, breaches and defaults as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect or for which Purchaser has obtained a valid waiver; provided, however, that any such violation, breach or default shall be deemed to be a Material Adverse Effect in the event that such violation, breach or default entitles any person to take an action to invalidate the transactions contemplated by this Agreement.

ARTICLE V

CLOSING DELIVERIES, COVENANTS AND POST-CLOSING AGREEMENTS

(a) the original or certified copies of the certificate of organization of the Company, the Company’s operating agreement, any other organizational documents of the Company, as amended, and all Minute Books, corporate records, documents and instruments of the Company, the corporate seal of the Company and all other books, records, agreements and accounts of the Company;

(f) the EWP Membership Interests, which shall be issued to Purchaser via certificate, together with a related power of attorney, in form and substance reasonably satisfactory to Purchaser, and such other documents or instruments as may be reasonably required by Purchaser to effect transfer of the EWP Membership Interests to Purchaser; and

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(g) such other documents as Purchaser may reasonably require to give effect to the terms and intentions of this Agreement.

(a) all reasonable consents or approvals required to be obtained by the Purchaser for the purpose of completing the acquisition;

(c) the Employment Agreements, as executed by the Company and approved by Purchaser;

(d) the Joinder and Assignment Agreement in the form set forth in Exhibit A, as executed by Purchaser;

(e) the Acquisition Shares, which Purchaser shall cause its transfer agent to issue in book-entry form in the name of each of the EWP Members reflecting the number of Acquisition Shares allocated to each such Charter House Member pursuant to Section 2.2;

(f)  such other documents as the EWP Members may reasonably require to give effect to the terms and intentions of this Agreement.

Section 5.4. Earn-Out

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Section 5.5.  Employment Agreements. At the Closing, the following EWP Members and certain executives of the Company shall enter into Employment Agreements with the Company, which agreements shall be in form and substance satisfactory to the Company, the applicable employee, and Purchaser: 

Nezar Mohamed

The Employment Agreements shall address, among other matters, the employees’ obligations with respect to the post-Closing operations of the Company and the provision of all financial information regarding the Company to the Purchaser and its accountants and auditors, so as to enable Purchaser to consolidate the Company’s financial information into Purchaser’s quarterly, annual and other SEC filings in a timely manner.

Section 5.6.Business Plan. Within thirty (30) days after the Closing, the Company shall cause the employees under the Employment Agreements to prepare and submit to Purchaser for review and approval a business plan for the EWP Business (the “Business Plan”). The Company shall make such revisions to the Business Plan as Purchaser may reasonably request. 

Section 5.8.  ​Acquisition Subsidiary. Purchaser shall have the option, at its sole discretion, to create a new wholly owned subsidiary of Purchaser prior to the Closing (the “Acquisition Sub”), which shall acquire the Company pursuant to the terms and conditions of this Agreement. To accomplish the foregoing, Purchaser may assign this Agreement to the Acquisition Sub pursuant to Section 9.7.

without additional consideration, each of the parties hereto will (or, if appropriate, cause their Affiliates to) execute and deliver such further instruments and take such other action as may reasonably be requested by the other parties to make effective the transactions contemplated by this Agreement.

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF PARTIES

(a)Consents and Approvals.  All necessary consents and approvals of any Governmental Authority or any other Person required for the consummation of the transactions contemplated by this Agreement shall have been obtained; and  

(b)No Orders.  No statute, rule, regulation, order, decree or injunction shall have been enacted,  

entered, promulgated or enforced by a Governmental Authority that prohibits the consummation of the transactions contemplated by this Agreement shall be in effect.

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(a)Representations and Warranties Correct.  The representations and warranties made by Purchaser in Article IV hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date, except those representations and warranties of Purchaser that speak as of a certain date or time, provided such representations and warranties shall have been true and correct in all material respects as of such date or time; and 

(b)Covenants.  All covenants, agreements and conditions contained in this Agreement to be performed by Purchaser on or prior to the Closing Date, including Purchaser’s Closing Deliveries, shall have been performed or complied with in all material respects. 

(c)Tax and Legal Opinions.  The Company shall have received legal and tax opinions regarding the acquisition that are acceptable to the Company in its sole discretion. 

(a)Representations and Warranties Correct.  The representations and warranties made by the EWP Members and the Company in Article III hereof shall be true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing Date, except those representations and warranties of the EWP Members and the Company that speak as of a certain date or time, provided such representations and warranties shall have been true and correct in all material respects as of such date or time;  

(b)Covenants.  All covenants, agreements and conditions contained in this Agreement to be performed by the EWP Members or the Company on or prior to the Closing Date, including the Charter House Closing Deliveries, shall have been performed or complied with in all material respects.  

(c)Tax and Legal Opinions.  Purchaser shall have received legal and tax opinions regarding the acquisition that are acceptable to Purchaser in its sole discretion. 

ARTICLE VII

LIABILITY AND INDEMNIFICATION

(a)The representations and warranties of the EWP Members, the Company and Purchaser contained in this Agreement will survive the Closing for a period of twenty-four (24) months commencing on the Closing Date.  Except as otherwise expressly provided in this Agreement, each covenant hereunder to be performed after the Closing shall survive until fully performed.  

(b)No party’s rights hereunder (including rights under this ARTICLE VII) shall be affected by any investigation conducted by or any knowledge acquired (or capable of being acquired) by such party at any time, whether before or after the execution or delivery of this Agreement.  

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ARTICLE VIII

MISCELLANEOUS

If to the EWP Members:

If to the Company:

30 Gould Street, Suite R

Sheridan, Wyoming 82801

Attention: Nezar Mohamed

Phone: (702) 767-3065

Email: eastwestsfilms@gmail.com

If to Purchaser:

30 Gould Street, Suite R

Sheridan, Wyoming 82801

Attention: Nezar Mohamed

Phone: (702) 767-3065

Email: eastwestsfilms@gmail.com

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Agreement and constitutes the sole and entire agreement among the parties to this Agreement with respect to the subject matter of this Agreement.

pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated by this Agreement.

party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.  No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.  All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

written instrument duly executed by or on behalf of each party to this Agreement.

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anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing party shall use commercially reasonable efforts to remedy its inability to perform.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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SCHEDULE A

EAST WEST PRODUCTIONS, LLC

MEMBERSHIP OVERVIEW AND COMMON STOCK ISSUANCE

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EXHIBIT A

JOINDER AND ASSIGNMENT AGREEMENT

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JOINDER AND ASSIGNMENT AGREEMENT

WHEREAS, the Holder has acquired 100% of the LLC’s membership interests pursuant to the terms of that certain Membership Interest Purchase Agreement dated June 9, 2025, among the LLC members, as “Seller” thereunder, the LLC and the Holder, as “Purchaser” thereunder (the “Purchase Agreement”); and

WHEREAS, the Purchase Agreement, the Operating Agreement, and the LLC require: (a) the LLC Members to assign their membership interests to Holder; and (b) Holder to become a party to the Operating Agreement, and Holder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.Assignment.   Effective as of June 9, 2025, each LLC Member hereby sells, transfers, conveys, and assigns to Holder, without recourse, all of such LLC Member’s right, title, and interest in their respective membership interest and all of its rights under the LLC Agreement, and Holder hereby accepts from the LLC Members the assigned membership interests.  

2.Agreement to be Bound. The Holder hereby agrees, upon execution of this Joinder, to become a substituted member of the LLC, in the place and stead of the LLC Members and a party to the Operating Agreement as the sole member, and shall be fully bound by, and subject to, all the covenants, terms and conditions of the Operating Agreement as though an original party thereto and shall be deemed a Member for all purposes thereof. 

3.Successors and Assigns.  Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the LLC and its successors and assigns and the Holder and any subsequent holders of its membership interests and the respective heirs, executors, successors and assigns of each of them so long as they hold any membership interests. 

4.Counterparts.  This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. 

5.Notices. For purposes of any notice provisions of the Operating Agreement, all notices, demands or other communications to the Holder shall be directed to Holder as follows: 

EAST WEST INTETNATIONAL, INC.

30 Gould Street, Suite R

Sheridan, Wyoming 82801

Attention: Nezar Mohamed

Phone: (702) 767-3065

Email: eastwestsfilm@gmail.com

6.Waiver of Jury Trial. THE LLC AND THE HOLDER HEREBY EACH WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS JOINDER OR THE VALIDITY, PROTECTION, INTERPRETATION OR ENFORCEMENT THEREOF. THE LLC AND THE HOLDER EACH  

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AGREE THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS JOINDER AND WOULD NOT ENTER INTO THIS JOINDER IF THIS SECTION WERE NOT PART OF THIS JOINDER.

7.   Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder. 

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.

EAST WEST PRODUCTIONS, LLC

By: /s/ Nezar Mohammed

Nezar Mohamed, Managing Member

LLC MEMBERS

/s/ Nezar Mohammed

Nezar Mohamed, 50% Membership Holder of LLC

/s/ Ted D. Campbell II

Ted D. Campbell, Managing Member

Prima Verde, LLC, 50% Membership Holder of LLC

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