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Logo of So Help Me God

So Help Me God · Civil War Epic Feature is Kelsey Grammer's Directorial Debut

B2C Film
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$33,300
44% raised of $75K min
42
Investors
102 days
Left to invest
Invest in So Help Me God
$100 minimum investment · Deal terms
Pitch Discussion 5 Updates Reviews 1
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Director's Statement Why Invest The Movie The Petition Investment terms Perks Afterword
About Team Press FAQ Risks Discussion

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by ALBERT TOWNSEND MOVIE, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Revenue Participation Agreement Albert Townsend Movie Form C.pdf
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Hear from some of the 42 investors in So Help Me God


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Highlights


Invest in SO HELP ME GOD, Kelsey Grammer’s epic directorial debut: the true Civil War saga of a young Union artilleryman, an extraordinary friendship, and double-acts of incredible courage during battlefield horror — one honored, and one forgotten…until now. The story of Albert Townsend was resurrected by great-great-grandsons, and. authenticated by archivists, Now it’s been adapted into a feature film — a stunning look at the Civil War from the perspective of a Union field-gunnery crew. Its theme of what courage means, and what honor compels, led Kelsey Grammer to personally champion this story from its 19th-century origins into 21st-century epic cinema.

  • 3x Emmy & Golden Globe-winning actor Kelsey Grammer’s directorial debut
  • (Cheers, Frasier, Boss, Down Periscope, Avengers, The Patriot War)
  • Produced by Mark Huffam (The Martian, Game of Thrones, Saving Private Ryan)
  • Script is written and ready for production
  • Based on a true story discovered through 19thC family archival material
  • Supported by Sons of Union Veterans of the Civil War
  • Part of a petition to the White House for a posthumous Medal of Honor

Director's Statement


To Elevate the Good, in a nation divided.

After forty years in front of the camera, I'm now directing my first feature film, “So Help Me God.” Let me tell you why I chose this compelling story to make my debut. 

It's about a young man named Albert Townsend, a teenager from Flushing, New York, who in 1861 went off to fight in the Civil War. His heroics and bravery were pivotal to the war’s end, and as such, Albert was nominated for the Medal of Honor, the highest award this country gives for courage. Unfortunately, he never received it. 

Albert died in 1894 — and his wife, Leanna, sadly died three days later of inconsolable grief.

Generations later, his great great grandson went looking, found the injustice, and refused to let it disappear. After hearing about his story, I just couldn’t pass it by. We've turned it into a major, epic motion picture  - with real soldiers, real cannons and one hundred horses. We believe this is going to be the biggest Civil War film in 30 years. 

An epic, by a producer of epics.

And I’m not doing it alone: the lead producer with me is Mark Huffam — the man behind The Martian, Game of Thrones, Napoleon and Saving Private Ryan. His films have grossed more than four billion dollars worldwide. 

A story we need right now.

Back then the country was angry and divided. Sound familiar? This groundbreaking film not only honors Albert and the “Bad Boys of Flushing,” but also delivers a powerful reminder of unity in times of national divide—echoing the timeless words, “A house divided against itself cannot stand.”

And, there's something even bigger going on here — bigger than the movie itself. We're all part of the push to have the White House award Albert Townsend the Medal of Honor he so rightly deserves. You can be part of that effort — and share in the potential success of this task: serving memory, honoring courage, and sharing a fuller history of how the Union triumphed. 

Join us and help bring him home.

— Kelsey Grammer

Why Invest


Led by filmmakers with billions in box office.

World-famous as the character Dr. Frasier Crane on NBC sitcom “Cheers” (1984-1993) and its spin-off “Frasier” (1993-2004, 2023-24), Kelsey Grammer trained at Julliard and the Old Globe and has won six Emmys, three Golden Globes, two Satellite Awards, two People’s Choice Awards, a Screen Actor’s Guild Award and a Tony. He’s played the blue beast Dr. Hank McCoy in two X-Men movies, starred in the original off-Broadway production of “Sunday in the Park with George,” and played Don Quixote in “Man of La Mancha” at the London Coliseum, among many other major leading roles. 

In 2023 The Telegraph named Grammer one of the “finest actors” of his generation. “So Help Me God” is his feature directorial debut — the story he has chosen to tell, and one he champions personally.


Oscar-nominated Mark Huffam has produced some of the most ambitious and successful films and TV series of the last 25 years, including The Martian, Game of Thrones, Saving Private Ryan, The Northman, Napoleon, and World War Z — films that have earned billions of dollars worldwide. His credits extend through numerous high-concept, high-profile, and fan-favorite productions: Prometheus, Alien: Covenant, The Lost City of Z, Exodus: Gods and Kings, Your Highness, Mama Mia!, Captain Corelli’s Mandolin, Quills, and the upcoming The Death of Robin Hood. 

A trusted collaborator of director Ridley Scott, Huffam is known for guiding large-scale productions with precision, vision, and a deep respect for storytelling. A native of Ballyclare, Northern Ireland, he was awarded a CBE (Commander of the Order of the British Empire) in 2011 for services to the film and television industries.

  

Civil War historian and author Brad Quinlin has spent more than three decades restoring the stories of soldiers history left behind, and has written or co-written two dozen books. In 2024, his research helped win posthumous Medals of Honor for Andrews’ Raiders Philip Shadrach and George Wilson, 162 years after the Great Locomotive Chase.

He has worked on more than 30 films and TV shows, including Glory and Gettysburg. On SO HELP ME GOD, he leads the historical research behind Albert Townsend’s story and the petition for awarding him the Medal of Honor.


The credits and results of the team members are provided for illustrative purposes only. Past performance is not indicative of future results, and the commercial success of prior productions does not guarantee the financial performance of the Picture or any return to Investors.

The Movie


Albert Townsend, an unassuming teenager from New York, is transformed by an 1861 oration by Frederick Douglass in a Rochester church — where he also meets Charles Veale, a Black volunteer for the Colored units. They become close friends.

Albert is inspired to join the local 2nd New York Artillery, Battery L, “The Bad Boys of Flushing,” under the command of Capt. Jacob Roemer, a “blowhard” German immigrant who’d become, by war’s end, one of its most respected leaders. 

Through grueling training they learn to control their field guns — with one false move, as lethal to them as to the enemy. As the “Bad Boys of Flushing” barrage through some of the most horrific battles of the Civil War, Albert rises to become an exemplary soldier, principled, loyal, and with extraordinary focus under pressure. 

The vicious combat rises to a crescendo as both Albert Townsend, at Pegram’s Farm near Petersburg, and Charles Veale — just nearby, at Chaffin’s Farm near Richmond — find themselves in desperate situations: both acting with the kind of valor that comes from the strength of true friendship. 

The kind of valor that shouldn’t be forgotten.

The Petition


Our Petition to The White House.

Albert Townsend was nominated for the Medal of Honor. He never received it.

This film is part of the effort to have the White House award him that honor posthumously. His descendants have carried the story this far. Your support can bring it to the nation’s attention.

Every investor will have their signature on this petition.

If you would like to sign the petition without investing, click here

Investment terms


Investment Terms

SO HELP ME GOD is being made into a feature film, and $1 million of its budget is reserved for fans. Invest as little as $100 and your money goes towards bringing the film to life: screenplay, casting, filming, post-production and release. If and when the film earns, investors are paid from its revenue alongside the film's other investors.

If and when the film starts generating revenue, investors are entitled to be paid back 120% of their investment, once the film has covered its customary distribution costs, union and administrative fees, and any debt used to finance it. After that, the film's profits are split 50/50 between investors and the producers, pro rata to what you invested.

For full terms, please see the investment agreement.

Perks


Investor Perks

Perks are cumulative. Investors receive perks and bonuses at their investment level, plus all perks at lower levels.

Perk terms

Perks are a thank-you to investors. They have no cash value, cannot be transferred or exchanged, and are not part of the securities offered. Limited-quantity perks are allocated in the order investments are confirmed, while available. Limited-time bonuses are awarded as described above. Perks tied to the film (e.g. digital access, soundtrack, credits, wrap party, premiere screening, on-set experiences, script pages and props) depend on the film being produced, completed and, where relevant, released or premiered. If any of these does not happen, the related perks will not be delivered. Delivery timing follows the production schedule and may change. Experiences with Kelsey Grammer, the producers or cast (Zoom calls, dinners, Q&As) depend on their schedules and availability. The Issuer sets the date, format, length and location. Travel, lodging and all other costs of attending in-person events are the investor's responsibility. On-set experiences require a signed waiver, are subject to age limits and production safety rules, and may be rescheduled or limited by the production. The Issuer decides the wording, size and placement of all credits. IMDb listings are subject to IMDb's own policies. Associate Producer and Executive Producer credits are honorary only and give no ownership, control or role in the production. Physical items ship to U.S. addresses. International shipping may cost extra or may not be offered. Investors are responsible for any taxes on perks they receive. If a perk becomes unavailable, the Issuer may replace it with another perk at their discretion.

Afterword


“This is a story about ordinary people standing together doing extraordinary things. So, it should be co-owned by ordinary, patriotic people, as well. Join us in bringing to life this astonishing, epic story of friendship, love, courage, and honor — a story truly made to be told for our time, now.

So, here's my invitation. You can actually invest in this film. If you want to be a part of this story, put in what you're comfortable with, and then, you’ve become a real part-owner and investor in the production. If this film does what we believe it can, you’ll share in that success alongside us.”

Sincerely,
Kelsey Grammer

$

Deal terms


Security type
Revenue Participation Agreement
A Revenue Participation Agreement TBD
Minimum investment
$100
The smallest investment amount that So Help Me God is accepting.
Learn more
Maximum investment
$124K
The largest investment amount that So Help Me God is accepting.
Learn more
Deadline
January 30, 2027
So Help Me God needs to reach their minimum funding goal before the deadline (). If they don’t, all investments will be refunded.
Learn more
How it works

Documents

Republic (OpenDeal Portal LLC, CRD #283874) is hosting this Reg CF securities offering by ALBERT TOWNSEND MOVIE, LLC. View the official SEC filing and all updates:
Official SEC Logo Form C SEC.gov
Company documents
Revenue Participation Agreement Albert Townsend Movie Form C.pdf

Bonus perks

In addition to your Revenue Participation Agreement, you'll receive perks for investing in So Help Me God.
Invest
$100
Receive
  • Founding Investor status, digital investment certificate
  • Film digital access (streaming or download)*
  • Investor community access + production updates
  • Your name on the online Roll of Honor on the film’s website
Invest $100
Invest
$500
Receive
  • Numbered SHMG / Albert Townsend / Battery L / “Bad Boys of Flushing” commemorative coin
  • Printed investment certificate
  • +everything above
Invest $500
Invest
$1,000
Receive
  • First 50 investors: Kelsey Grammer-signed limited edition poster;
  • 51st and up: limited edition poster, numbered
  • Digital film soundtrack download
  • Wrap party invite: meet the talent, the crew and other investors (limited to 100)
  • Exclusive merch: (choice one out of: t-shirt, film hat, mug)
  • +everything above
Invest $1,000
Invest
$5,000
Receive
  • On-screen “Special Thanks” credit + listing on the film’s IMDb page (limited to 50)
  • Two tickets to the premiere screening + Q&A (limited to 5)
  • Exclusive merch: (choice two out of: t-shirt, film hat, mug)
  • +everything above
Invest $5,000
Invest
$10,000
Receive
  • Associate Producer credit (limited to 10)
  • 10-minute personal Zoom call with Kelsey Grammer (limited to 5)
  • Signed, framed original script page OR screen-used prop.
  • +everything above
Invest $10,000
Invest
$25,000
Receive
  • Executive Producer credit (limited to 5)
  • Fire the historic cannon in period Union uniform on set (with photos)
  • Group dinner with Kelsey Grammer (limited to 5)
  • +everything above
Invest $25,000

About So Help Me God

Legal Name
ALBERT TOWNSEND MOVIE, LLC
Founded
Nov 2024
Form
New York LLC
Employees
0
Social Media
None
Headquarters
Google Map location of of So Help Me God
127 East 25th Street , Huntington Station, NY
Headquarters
127 East 25th Street, Huntington Station, NY, United States 11746

So Help Me God Team
Everyone helping build So Help Me God, not limited to employees

Profile picture of Kelsey Grammer
Kelsey Grammer
Director
“So Help Me God” is his feature directorial debut — the story he has chosen to tell, and one he champions personally.
Profile picture of Mark Huffman
Mark Huffman
Lead Producer
Oscar-nominated Mark Huffam has produced some of the most ambitious and successful films and TV series of the last 25 years.
Profile picture of Robert DiBella
Robert DiBella
Screenwriter
Profile picture of Doug  Scheidet
Doug Scheidet
Producer
Profile picture of Jennifer  Moxham
Jennifer Moxham
Co-Producer
Profile picture of Adam Ziff
Adam Ziff
Producer
Profile picture of Brandon  Menchen
Brandon Menchen
Line Producer
5 more team members
Kelsey Grammer
Director
Mark Huffman
Lead Producer
Robert DiBella
Screenwriter
Doug Scheidet
Producer
Jennifer Moxham
Co-Producer
Adam Ziff
Producer
Brandon Menchen
Line Producer

Press

Chattanoogan.com: So Help Me God
Chattanoogan
·
Oct 16, 2026

Storyteller and actor Kelsey Grammer visited Chattanooga's National Medal of Honor Heritage Center this week with histori...

Profiles of Valor: SGT Albert Townsend - So Help Me God
The Patriot Post The Patriot Post
·
Oct 16, 2026

He was a man of character shaped by faith, duty, and conscience who lived without expectation of recognition, without hop...

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What are the risks associated with investing in equity securities?

What are the risks associated with investing in equity securities?

Equity security investments are subject to market fluctuations, company-specific risks, and general economic conditions. Prices can be volatile, and there is risk of losing the invested capital. Remember, investing always carries risks, and it's essential to conduct thorough research or consult with a financial advisor before making investment decisions.
How do I earn a return?

How do I earn a return?

We are issuing equity in our company. You may realize returns if the company “exits,” meaning it is acquired or goes public at a higher price than you paid for it, or if you sell the securities at a higher price than you purchased them for. There is also a risk that you could lose your entire investment if the company fails. Startup investing is risky, so there’s no guarantee of a return on this kind of investment. It’s always best to refer to the individual offering documents provided by the company to understand your investment risks.


Still have questions? Check the discussion section.

Risks

We have a limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

The Issuer is still in an early phase and we are just beginning to implement our business plan. There can be no assurance that we will ever operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by early stage companies. The Issuer may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Our perks vary with the amount of an investment and may encourage Investors to invest more than they otherwise would.

The perks are tiered by the amount invested. That structure is designed to reward larger commitments and may influence an Investor to commit a larger amount than the Investor would on the merits of the investment alone. The perks have no cash value, are not transferable and do not change the terms of the Securities. The investment limits that Regulation CF imposes on each Investor apply regardless of the perk tier selected, and it is each Investor’s obligation to observe them. An Investor should evaluate this Offering on the terms of the Securities and not on the perks.

The amount of capital the Issuer is attempting to raise in this Offering will not be enough to sustain the Issuer’s current business plan.

In order to achieve the Issuer’s near and long-term goals, the Issuer will need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Issuer will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.

We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well as the inherent business risks associated with the Issuer and present and future market conditions. Additionally, our future sources of revenue may not be sufficient to meet our future capital requirements. As such, we may require additional funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay, reduce the scope of or eliminate one or more of our research, development or commercialization programs, product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

The production and distribution of a motion picture is a long-term undertaking, and Investors may wait years for any return.

Pre-production may extend for two to three months and longer in certain circumstances. Principal photography may extend for several weeks or more. Post-production may extend for three to four months and longer in certain circumstances. Distribution and exhibition may continue for years before Company Gross Revenue or Net Proceeds are generated, if at all. Investors should be prepared to hold the Securities for an indefinite period and should have no need for liquidity in this investment. Foreign distribution of the Picture is subject to regulation, currency controls and other restrictions.

The Issuer is owned by the CEO and Founder and he will exercise voting control.

Prior to the Offering, the CEO and Founder of the Company, Douglas Scheidet, beneficially owns the Issuer. Subject to any duties owed to other members under New York law, Mr. Scheidet will be able to exercise significant influence over matters requiring stockholder approval, including the election of directors or managers and approval of significant Issuer transactions, and will have significant control over the Issuer’s management and policies. Mr. Scheidet may have interests that are different from yours. For example, Mr. Scheidet may support proposals and actions with which you may disagree. The concentration of ownership could delay or prevent a change in control of the Issuer or otherwise discourage a potential acquirer from attempting to obtain control of the Issuer, which in turn could reduce the price potential investors are willing to pay for the Issuer. In addition, Mr. Scheidet could use their voting influence to maintain the Issuer’s existing management, delay or prevent changes in control of the Issuer, issue additional securities which may dilute you, repurchase securities of the Issuer, enter into transactions with related parties or support or reject other management and board proposals that are subject to stockholder approval.

We depend on a single motion picture and have no other source of revenue.

The Issuer is a single-picture operating company organized to develop, finance, package, produce and exploit one feature-length motion picture and the rights related to it. The Issuer has no other business, no other assets and no other source of revenue. Investors will have no diversification across projects, and the failure of the Picture to be completed, released or commercially exploited will result in the loss of some or all of an Investor’s investment. An investment in the Securities is a concentrated bet on the outcome of one motion picture.

We will rely on third parties for the services, personnel and facilities necessary to produce and distribute the Picture.

The Issuer has no employees. It will depend on a screenwriter, a director, cast, department heads, crew, production services vendors, payroll services, post-production facilities, sales agents and distributors, none of whom has been engaged as of the date of this Form C, other than Mark Huffam, who has been engaged as a producer of the Picture. The Issuer’s ability to produce and exploit the Picture will be adversely affected if these parties do not perform in compliance with the Issuer’s requirements and in a timely and cost-effective manner, if they become unavailable, or if the Issuer is unable to engage them on acceptable terms or at all. The Issuer may also be required to accept terms that reduce the amounts available for distribution to Investors, including deferments, profit participations and contingent compensation.

We rely on various intellectual property rights in order to operate our business.

The Issuer relies on certain intellectual property rights, particularly trade secrets and copyrights, to operate its business. The Issuer’s intellectual property rights are unregistered (except for copyrights) and may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our intellectual property rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Issuer’s success depends on the experience and skill of its board of directors, executive officers and key personnel.

We are dependent on our board of directors, executive officers and key personnel. These persons may not devote their full time and attention to the matters of the Issuer. The loss of all or any of our board of directors, executive officers and key personnel could harm the Issuer’s business, financial condition, cash flow and results of operations.

Although dependent on certain key personnel, the Issuer does not have any key person life insurance policies on any such people.

We are dependent on certain key personnel in order to conduct our operations and execute our business plan, however, the Issuer has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Issuer will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Issuer and our operations. We have no way to guarantee key personnel will stay with the Issuer, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

The Company’s business plan is based on numerous assumptions and projections that may not prove accurate.

The Company’s business plan is based upon numerous assumptions. No assurance can be given regarding the attainability of the financial projections. The Company’s ability to adhere to, and implement, its business plan will depend upon the Company’s ability to successfully raise funds and a variety of other factors, many of which are beyond the Company’s control. Likewise, management is not bound to follow the business plan and may elect to adopt other strategies based upon unanticipated opportunities, or changes in circumstances or market conditions. All financial projections contained in the business plan are based entirely upon management’s assumptions and projections and should not be considered as a forecast of actual revenues or our liquidity. Actual operating results may be materially different.

Although the Company believes the assumptions upon which the Company’s business and financial projections are based have reasonable bases, the Company cannot offer any assurance that its results of operations and growth will be as contemplated. If any of the assumptions upon which these opinions and projections are based prove to be inaccurate, including growth of the economy in general and trends in our industry, these opinions and projections could be adversely affected. Prospective investors should be aware that these opinions and other projections and predictions of future performance, whether included in the business plan, or previously or subsequently communicated to prospective investors, are based on certain assumptions which are highly speculative. Such projections or opinions are not (and should not be regarded as) a representation or warranty by the Company or any other person that the overall objectives of the Company will ever be achieved or that the Company will ever achieve significant revenues or profitability. These opinions, financial projections, and any other predictions of future performance should not be relied upon by potential investors in making an investment decision in regard to this Offering.

Foreign distribution of a motion picture outside the United States and Canada may require the use of various foreign distributors.

Some foreign countries impose government regulations on the distribution of films. Revenues derived from the distribution of the Picture in foreign countries, if any, may be subject to currency controls and other restrictions that may temporarily or permanently prevent the inclusion of such revenue in Company Gross Revenue.

Inspired Artists Productions, the company working with the Company to develop and produce the So Help Me God movie, is and will continue to actively develop projects outside the So Help Me God Movie.

This Offering pertains specifically to the movie, So Help Me God, to be developed by the Issuer in conjunction with Inspired Artists Productions, each of which are under common control. The Offering is not inclusive of all development activity at Inspired Artists Productions. While the Issuer and Inspired Artists Productions are committed to the successful development and production of the So Help Me God movie, Investors should be aware that Inspired Artists Productions actively develops other projects outside of this movie and without the Issuer’s involvement. The financial and creative resources allocated by Inspired Artists Productions to other movies is separate to and distinct from this Offering. As such, investor funds contributed pursuant to this Offering will not be used for such projects developed by Inspired Artists Productions and Investors will have no rights or profit participation(s) (or any other interest therein) in relation to any project that Inspired Artists Productions develops with funds sourced by it outside of this Offering.

Damage to Inspired Artists Productions’ reputation could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of the Inspired Artists Productions brand are critical to our business and success in entertainment industry. Any incident that erodes consumer loyalty for this brand could significantly reduce its value

and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

We have not prepared any audited financial statements.

The financial statements attached as Exhibit A to this Form C have been “reviewed” only and such financial statements have not been verified with outside evidence as to management’s amounts and disclosures. Additionally, tests on internal controls have not been conducted. Therefore, you will have no audited financial information regarding the Issuer’s capitalization or assets or liabilities on which to make your investment decision.

The Issuer is not subject to Sarbanes-Oxley regulations and may lack the financial controls and procedures of public companies.

The Issuer may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) issuer, the Issuer is currently not subject to the Sarbanes Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Issuer’s financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Issuer of such compliance could be substantial and could have a material adverse effect on the Issuer’s results of operations.

The So Help Me God movie may never be produced.

The proceeds from this Offering will be used to fund the development of the So Help Me God movie. The Company will use commercially reasonable efforts to raise production financing to produce the So Help Me God movie. However, there is no assurance that the Company will be successful in raising production financing for, therefore producing, the So Help Me God movie. If the So Help Me God movie is not produced, then Investors risk a total loss of their investments.

We cannot guarantee that we will be successful in producing, distributing, selling, commercializing or exploiting the Picture, or that we will make a profit.

No assurance can be given that we will be successful in producing, distributing, selling, commercializing or exploiting the Picture or any products created in connection with it. Further, even if we do so, no assurance can be given that we will generate a profit. The Company cannot make, and has not made, any assurances (i) as to the amount of revenues and net profits that will be or may be derived from or collected in connection with the distribution and exploitation of the So Help Me God movie, or (ii) that the So Help Me God movie will perform in any particular manner or will be favorably received by exhibitors or by the public, or will be released on a wide basis.

We cannot guarantee that Kelsey Grammer will be the Director for the Picture

We intend for Kelsey Grammer to be the director for the Picture. He is presented in the Picture’s marketing materials as the director and has verbally agreed for this Picture to be his directorial debut. However, no formal agreement has been entered into between the Company and Mr. Grammer to become the director for the Picture as of the date of the launch of this Offering. In the event that the parties are unable to enter into an agreement, or scheduling or other conflicts prevent Mr. Grammer from being the director for the Picture, the Company may either proceed with the Picture with a different director or decide not to make the Picture at all. If the Picture is made with a different director it may impact the success of the Picture. Further, if the Picture is not produced due to Mr. Grammer not directing the film, then Investors risk a total loss of their investments.

Investors are at the end of the motion picture revenue chain and are paid only after every party ahead of them has been paid.

The distribution of a motion picture typically flows from the producer to the distributor, who in turn may deliver it to territorial sub-distributors, who distribute it to theatrical exhibitors. The box office receipts generated by a motion picture travel the same route in reverse. The exhibitor takes its share and remits the balance to the sub-distributor, who takes its share and remits the balance to the distributor, who takes its share and remits the balance to the producer. Investors, whose money has been at risk for the longest period, are at the end of that chain. If the Issuer in negotiating

a distribution arrangement must rely heavily on a participation at some defined level of the Picture’s revenue stream, revenues to the Issuer, and therefore to Investors, are likely to be last in line to benefit from that revenue stream, if at all.

Our entry into the motion picture production business faces various risks and challenges, including:
  • the success of the Picture will be primarily dependent on audience acceptance, which is extremely difficult to predict;

  • the production and marketing of a feature-length motion picture is capital-intensive, and our capacity to generate cash from the Picture may be insufficient to meet our anticipated capital requirements;

  • delays and increased expenditures may arise from creative problems, technical difficulties, talent availability, accidents, natural disasters or other events beyond the control of the Issuer, its production partners and distributors;

  • the costs of producing and marketing motion picture content have steadily increased and may increase further, which may make it more difficult for us to generate a profit or to compete against other content producers;

  • theatrical and home entertainment release is subject to seasonal variation based on the timing of other releases, and a short-term negative impact during a period of high seasonal demand could disproportionately affect the Picture;

  • a strike by one or more of the labor unions or similar groups that provide personnel essential to the production of feature films could delay or halt our production activities;

  • the strain on our personnel from the effort required to produce the Picture, and the time required for creative development, may delay completion and release; and

  • the profitable distribution of the Picture depends in large part on the availability of one or more capable distributors who are able to arrange appropriate advertising and promotion and proper release dates, and any decision by those distributors not to distribute or promote the Picture, or to promote competing content to a greater extent, could materially reduce the revenue generated by the Picture.

Because the motion picture industry is highly speculative and inherently risky, the Picture may not be commercially successful, in which case we will not be able to recover our costs or realize anticipated profits.

The motion picture industry is highly speculative and inherently risky. We cannot assure you that the Picture will be successful, because the revenues derived from the production and distribution of a motion picture depend primarily upon acceptance by the public, which cannot be predicted. The revenues derived also may not correlate to the production or distribution costs incurred. A motion picture’s commercial success also depends upon the quality and acceptance of other competing films released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which can change and cannot be predicted with certainty. Many films are produced each year and are never released. Many films that are released are not commercially successful and fail to recoup their production costs.

Domestic theatrical distribution is very competitive and dominated by major studio distributors.

Domestic theatrical distribution is very competitive. A substantial majority of the motion picture screens in the United States typically are committed at any one time to a limited number of films distributed nationally by major studio distributors that can command greater access to available screens. Although some theaters specialize in exhibiting independent motion pictures, there is intense competition for screen availability for those films as well. The Issuer will compete with numerous major motion picture production and distribution companies that have substantially greater resources, larger and more experienced production and distribution staffs, and established histories of successful production and distribution of motion pictures. The Picture will also compete indirectly with other forms of public entertainment.

We face significant competition.

The number of feature films or televisions series released by competitors may create a situation of oversupply in the market, and may make it more difficult for the So Help Me God movie to succeed. Should the supply of feature films or television series exceed audience demand, it will be more difficult to find production financing for the So Help Me God movie or generate revenues from the release of the So Help Me God movie. If the distributor for the So Help Me God movie is less successful than its competitors at convincing exhibitors to show its films, and the Company’s competitors increase the number of films available for distribution and the number of exhibition screens remains static, it could be more difficult for the distributor of the So Help Me God movie to release the film during optimal release periods, which could reduce revenues and net profits and have an adverse effect on the Company’s revenues and therefore on the Company’s business, financial condition and results of operations.

The costs of producing motion pictures are often underestimated, and the Picture may not be completed within budget or at all.

The costs of producing motion pictures are often underestimated and may increase by reason of factors beyond the control of the producers, including weather conditions, illness or death of technical and artistic personnel, artistic requirements, labor disputes, governmental regulations, equipment breakdowns and other production disruptions. There are substantial risks associated with film production, including death or disability of key personnel, destruction or malfunction of sets or equipment, inability of production personnel to comply with budgetary or scheduling requirements, and physical destruction or damage to the Picture itself. Significant difficulties of this kind may materially increase the cost of production or cause the Picture to be abandoned.

If we obtain a completion guarantee, the completion guarantor may take over the Picture and displace our creative and business control.

A completion guarantor customarily has the contractual right, upon a budget overrun or schedule failure, to assume control of the production, to replace the director, producers and other personnel, to make cuts to the script and shooting schedule, and to complete and deliver the Picture as it sees fit. The guarantor’s obligation runs to the financiers and distributors that require the guarantee, not to Investors. If a guarantor exercises those rights, the Picture that is delivered may differ materially from the Picture described in this Form C, the guarantor’s advances are recouped from revenue ahead of Investors, and the amounts, if any, ultimately payable to Investors may be reduced or eliminated.

We may not obtain a completion bond or production insurance, and we hold no insurance as of the date of this Form C.

We hold no insurance coverage of any kind as of the date of this Form C. We may elect to forgo the purchase of a completion bond or other production-related insurance for the Picture, with the result that losses relating to key personnel, equipment, locations or film footage would be uninsured. Insurance covering our liabilities arising from the creation, exploitation and disposition of the Picture may not be available at a reasonable cost or may not be obtained at all, and our assets may be exposed to operating risks that are not insured. In addition, our Operating Agreement permits any policy we do obtain to be combined with policies covering assets owned by separate and unrelated companies managed by our manager, in which case our coverage may be limited or reduced. An uninsured loss could increase the cost of the Picture, delay or prevent its completion, and reduce or eliminate the amounts available for distribution to Investors.

There may never be any Net Proceeds, and the deductions taken ahead of Investors are extensive.

Our only source of revenue will be the exploitation of the Picture. Before any amount is payable to Investors, Company Gross Revenue is reduced by collection account costs, guild residuals reserves, distribution fees and costs, repayment of debt and related premium, interest and fees, out-of-pocket costs of production, delivery, promotion and marketing, customary off-the-top third-party deductions, and reserves established at the discretion of our manager. Only after those deductions are Investors entitled to recoup their capital, and only after further bonus payments and Deferments is any balance treated as Net Proceeds. Each of those deductions is determined in the first instance by our manager or by third parties, and the aggregate of them may exceed all revenue the Picture ever generates. There can be no assurance that any amount will be available for distribution to Investors.

The basis for the calculation of the amounts we will be entitled to receive from the release of the Picture will be detailed in one or more distribution agreements or production agreements, none of which has been negotiated or finalized. Those terms will be negotiated in accordance with prevailing industry practice, and the definitions of gross receipts, distribution fees, distribution expenses and net proceeds used in them are customarily drafted in favor of the financier or distributor. Investors will have no opportunity to review or approve those agreements, and the accounting definitions ultimately agreed may prevent any amount from ever reaching Investors.

Production tax incentives may be unavailable, reduced or recaptured, and our manager decides whether they benefit Investors.

We may apply for state, local or foreign production tax credits, rebates and other incentives to offset the cost of the Picture. Those programs are subject to annual appropriation and aggregate caps, are frequently amended or eliminated, and impose qualification, local spend, audit and certification requirements. An incentive may be denied, reduced, delayed or recaptured after it has been claimed, including for failure to satisfy conditions after production is complete. Our Operating Agreement permits our manager, in its sole discretion, either to apply any incentive against the budget of the Picture or to lend against it, or instead to treat it as Company Gross Revenue. Investors have no right to participate in that election, and the election our manager makes may materially affect whether Investors receive any benefit from the incentive.

If the Picture is licensed to a streaming service on a buyout basis, Investors’ return will be limited to a share of the buyout price.

A substantial portion of independent motion pictures are now licensed to streaming services for a fixed fee that buys out all backend participation, rather than for an advance plus a share of downstream revenue. A buyout produces a single, capped payment regardless of how widely the Picture is viewed, and the streaming service is under no obligation to report viewership. If we license the Picture on that basis, Investors’ recoupment and their share of Net Proceeds will be measured against the buyout price alone, which may be substantially less than the Picture would have generated through conventional distribution, and Investors will not share in the Picture’s subsequent success.

Investors will not participate in revenue from sequels, remakes or other subsequent productions based on the Picture.

Company Gross Revenue, from which all amounts payable to Investors are derived, expressly excludes income from the exploitation of sequel, remake and other subsequent production rights. If the Picture is commercially successful and a franchise develops from it, the economic value of that franchise will accrue to our members and to third parties and not to Investors. Our manager has exclusive authority over the exploitation of those rights and may exploit them at any time, including before Investors have recouped any part of their investment.

Guild residuals must be paid before Investors are paid, and the guilds may foreclose on the Picture if they are not.

If the Picture is produced under collective bargaining agreements with the Screen Actors Guild-American Federation of Television and Radio Artists, the Directors Guild of America, the Writers Guild of America or the International Alliance of Theatrical Stage Employees, we will be obligated to pay residuals to guild members based on the exploitation of the Picture. Our distribution schedule requires a residuals reserve to be taken out of Company Gross

Revenue ahead of any recoupment by Investors, to the extent the residuals are not directly assumed or paid by a distributor. Residual obligations continue for so long as the Picture is exploited and are not limited to the amounts raised in this Offering. If we fail to pay residuals when due, a guild may have the right to foreclose on the Picture itself in order to satisfy the obligation, in which case Investors could lose their entire investment.

Talent and other third parties may hold gross participations that are paid before any amount reaches Company Gross Revenue.

Directors, principal cast, writers, producers and financiers frequently negotiate contingent compensation measured against gross receipts rather than net proceeds, and payable from the first dollar or from a defined breakeven. Participations of that kind are paid at the distributor level, before receipts are remitted to us, and are therefore deducted before Company Gross Revenue is calculated and before any of the priorities described under “The Securities” are applied. We have attached no talent and negotiated no participations, and the participations we ultimately grant may be substantial. Investors will have no right to approve them, and they may reduce or eliminate the amounts payable to Investors.

Distributors’ failure to promote the So Help Me God movie.

The decisions of the So Help Me God movie’s distributors regarding the timing of release and promotional support of the So Help Me God movie are important in determining the success of the So Help Me God movie. The Company does not control the timing and manner in which its distributors distribute the So Help Me God movie. Any decision by the distributors of the So Help Me God movie not to distribute or promote the So Help Me God movie or to promote the Company’s competitors’ motion pictures to a greater extent than they promote the So Help Me God movie could have a material adverse effect on the So Help Me God movie’s success.

Our revenues and results of operations may fluctuate significantly and are not predictable.

Our results of operations depend significantly upon the commercial success of the Picture, which cannot be predicted with certainty. Underperformance at the box office in any period may cause our revenue and earnings results for that period, and potentially for subsequent periods, to be materially less than anticipated. Results of any one period may not be indicative of results for any future period, and our results from year to year may not be directly comparable.

Our success depends on external factors in the motion picture and television industry that we do not control.

The popularity of the Picture will depend on many factors, including the critical acclaim it receives, the format of its initial release, its talent, its genre and subject matter, audience reaction, the quality and acceptance of content that our competitors release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change. Because performance in ancillary markets is often related to theatrical box office performance, poor box office results may negatively affect future revenue streams.

Our manager has exclusive control over our business and the Picture, and Investors have no voice in any decision.

Under our Operating Agreement, our manager has exclusive control and complete decision-making authority over all aspects of the Picture, including development, pre-production, production, post-production, exhibition, distribution and other exploitation of the Picture and the rights in it, approval of final cut, and the collection, management and distribution of all funds. Our manager may borrow money, pledge and encumber our assets, employ and dismiss personnel, compromise claims, enter into contracts, make tax elections, create and withdraw from reserves, and allocate profit participations to third parties. Investors are not members, have no vote or consent right on any matter, and will have no creative or business control. Decisions may be taken over an Investor’s objection and may reduce or eliminate the amounts payable to Investors.

Our manager’s fiduciary duties, and its liability to us for breach of those duties, have been limited.

Our Operating Agreement limits, to the fullest extent permitted by the New York Limited Liability Company Law, the duties, including fiduciary duties, that our manager would otherwise owe to us or to any other person bound by that agreement, and provides that our manager will not be personally liable to us or our members for damages for any breach of duty, except where a final adjudication establishes that our manager acted in bad faith, engaged in intentional misconduct or a knowing violation of law, personally gained a financial profit or other advantage to which it was not

legally entitled, or made a distribution in violation of law. Where our manager is permitted to act in its “sole discretion,” it is entitled to consider all interests and factors as it deems appropriate, including its own. The scope of the duties owed to us and to our investors by our manager is materially narrower than the duties a corporation’s directors would owe to the corporation and its minority stockholders, and Investors have materially fewer remedies as a result.

Our manager cannot be removed and is not required to devote its services exclusively to us.

Our Operating Agreement provides that our manager may not be removed except with its own prior written consent. Our manager is not required to render exclusive services to us or to the Picture. Our manager, the production team and the talent may hold interests in, and devote time to, other business ventures, including the production of other motion pictures and the organization of companies similar to ours, without any obligation to offer those opportunities to us. Conflicts of interest may arise in the allocation of our manager’s time and attention, and may be resolved in a manner adverse to Investors.

Our manager may enter into transactions with itself and its affiliates, including Inspired Artists Productions, and is entitled to compensation and to non auditable expense reimbursement.

The Operating Agreement expressly authorizes the manager to enter into agreements with its own partners, members, shareholders and affiliates in connection with the Issuer’s business, provided that such agreements are entered into in good faith and on terms no less favorable to the Issuer than if the other party were unrelated and at arm’s length and for fair value. The production company, Inspired Artists Productions, and the Issuer, are under common control by the Manager. Issuer Investors are not members and have no right to enforce that covenant. The manager will be compensated under service agreements with the Issuer for services rendered in connection with the production of the Picture, may be accorded a profit participation under those agreements, may lend money to the Issuer and charge interest at a rate it determines in its own discretion, and is entitled to reimbursement of expenses on a non-auditable basis. Each of those arrangements reduces the amounts otherwise available for distribution to Investors.

We may incur debt secured by our assets and revenue, and lenders will be repaid ahead of Investors.

Our Operating Agreement permits our manager to borrow funds, take on debt and participate in crowdfunding to enable us to conduct our business, and to secure that indebtedness with our assets and income, including by granting lenders a security interest in them. Debt so incurred, together with any applicable premium, interest and fees, is repaid from Company Gross Revenue ahead of any recoupment by Investors. Investors themselves hold no security interest in the Picture, in the rights in it, or in the revenue stream derived from its exploitation.

Our manager may grant profit participations, deferments and bonus payments to third parties that reduce the amounts available to Investors.

Our manager is authorized to allocate profit participation to third parties providing rights, monies or services on or to the Picture, and to enter into agreements under which persons’ rendering services, materials or facilities receive deferred amounts or a percentage participation in our revenue. Our manager may also commit to pay studios, distributors and other third parties out of revenues generated by the Picture at a point in the revenue stream prior to our receipt of Company Gross Revenue, including through flat fee arrangements, negative pickup deals or an outright sale of the Picture. Each of those arrangements may reduce, and in the aggregate may eliminate, the amounts otherwise payable to Investors.

The Issuer and Inspired Artists Productions, the production company for the Picture, are under common control with the Manager and the CEO of the Issuer, which may create a conflict of interest.

Inspired Artists Productions will act as the production company for the Picture. The Issuer expects to reimburse Inspired Artists Productions for development and production expenses incurred by Inspired Artists Productions on behalf of the Issuer in connection with the Picture, and Inspired Artists Productions may also lend funds to the Issuer. The Issuer currently estimates that such loans and expense reimbursements will total approximately $1,000,000 in the aggregate. The terms of any such loans, including any interest, have not been determined as of the date of this Form

C. Any such loans would be debt of the Issuer, repayable out of Company Gross Revenue at the fourth priority of the Distribution Schedule, ahead of any amounts payable to Investors. This arrangement may create a conflict of interest.

Upon dissolution, the copyright in the Picture transfers to our manager.

Our Operating Agreement provides that if, upon our dissolution (8 years after the theatrical release of the Picture), the rights in the Picture and its underlying property have not been disposed of, all of our copyrights and ancillary copyright rights in the Picture automatically transfer to our manager, which assumes the related obligations. By its terms that assumption runs to repayment obligations owed to our members; it does not expressly extend to Recoupment Position Holders, and the liquidation waterfall likewise distributes to members by reference to positive capital account balances, which Investors do not have. Our duration is limited: we continue only until eight years after the theatrical release of the Picture, unless terminated or dissolved earlier. Investors have no vote on dissolution and no ability to prevent that transfer.

Our film could be subject to Piracy.

Motion picture piracy is extensive in many parts of the world and is made easier by technological advances and the conversion of motion pictures into digital formats. This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures in theatrical release, on videotapes and DVDs, from pay-per-view through set top boxes and other devices and through unlicensed broadcasts on free TV and the internet. The proliferation of unauthorized copies of these products will likely continue, and if it does, will have an adverse effect on the Company’s business, because these products could reduce the revenue generated by the So Help Me God movie. Additionally, in order to contain this problem, the distributor of the So Help Me God movie may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. There can be no assurance that even the highest levels of security and anti-piracy measures will prevent piracy. In particular, unauthorized copying and piracy are prevalent in countries outside of the U.S., whose legal systems may make it difficult for the Company to enforce its intellectual property rights. While the U.S. government has publicly considered implementing trade sanctions against specific countries that, in its opinion, do not make appropriate efforts to prevent copyright infringements of U.S. produced motion pictures, there can be no assurance that any such sanctions will be enacted or, if enacted, will be effective. In addition, if enacted, such sanctions could impact the amount of revenue generated from the international exploitation of the So Help Me God movie. If no embargoes or sanctions are enacted, or if other measures are not taken, the Company may lose revenue as a result of motion picture piracy. Any of these occurrences could have a material adverse effect on the So Help Me God movie’s success.

We may face Intellectual Property infringement claims.

One of the risks of the entertainment business is the possibility that others may claim that the production of a project misappropriates or infringes the intellectual property rights of third parties with respect to their previously developed films, stories, characters, other entertainment or intellectual property. Any such assertions or claims may materially adversely affect the Company’s ability to develop and finance its projects. Irrespective of the validity or the successful assertion of such claims, the Company could incur significant costs and diversion of resources in defending against them, which could have a material adverse effect on the Company’s business, financial condition or results of operations. If any claims or actions are asserted against the Company, the Company may seek to settle such claim by obtaining a license from the plaintiff covering the disputed intellectual property rights. The Company cannot provide any assurances, however, that under such circumstances a license, or any other form of settlement, would be available on reasonable terms or at all. Any of these occurrences could have a material adverse effect on the Company’s ability to develop, produce and distribute projects.

Changes in government regulation could adversely impact our business.

The cable/media/television/internet/entertainment industry is subject to extensive legislation and regulation at the federal and local levels and, in some instances, at the state level. Additionally, additional regulation is under consideration. Many aspects of such regulation are currently the subject of judicial and administrative proceedings, legislative and administrative proposals, and lobbying efforts by us and our competitors. Legislation under consideration could entirely rewrite our principal regulatory statute, and the FCC and/or Congress may attempt to change the classification of or change the way that the industry regulated and/or change the framework under which broadcast signals are carried, remove the copyright compulsory license and changing rights and obligations of our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on the industry.

We face risks relating to competition for the leisure time and discretionary spending of audiences, which has intensified in part due to advances in technology and changes in consumer expectations and behavior.

Our business is subject to risks relating to increasing competition for the leisure time and discretionary spending of consumers. We compete with all other sources of entertainment and information delivery. Technological advancements, such as new video formats and internet streaming and downloading of programming that can be viewed on televisions, computers and mobile devices have increased the number of entertainment and information delivery choices available to consumers and intensified the challenges posed by audience fragmentation. The increasing number of choices available to audiences, including low-cost or free choices, could negatively impact not only consumer demand for our projects, but also advertisers’ willingness to purchase advertising from us. Our failure to effectively anticipate or adapt to new technologies and changes in consumer expectations and behavior could significantly adversely affect our competitive position.

Global crises and geopolitical events, including without limitation, COVID-19 can have a significant effect on our business operations and revenue projections.

A significant outbreak of contagious diseases, such as COVID-19, in the human population could result in a widespread health crisis. Additionally, geopolitical events, such as wars or conflicts, could result in global disruptions to supplies, political uncertainty and displacement. Each of these crises could adversely affect the economies and financial markets of many countries, including the United States where we principally operate, resulting in an economic downturn that could reduce the demand for our products and services and impair our business prospects, including as a result of being unable to raise additional capital on acceptable terms, if at all.

The Issuer has the right to conduct multiple closings during the Offering.

If the Issuer meets certain terms and conditions, an intermediate close (also known as a rolling close) of the Offering can occur, which will allow the Issuer to draw down on seventy percent (70%) of Investor proceeds committed and captured in the Offering during the relevant period. The Issuer may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors whose investment commitments were previously closed upon will not have the right to re-confirm their investment as it will be deemed to have been completed prior to the material change.

If we were deemed an investment company, our business would be materially adversely affected.

We do not believe we are an investment company as defined in Section 3 of the Investment Company Act of 1940, on the basis that our business is to develop, produce and exploit a single motion picture rather than to invest, reinvest or trade in securities. If our activities, our holding of Offering proceeds pending selection of the Picture, or the characterization of our interests in any production entity were to result in our being deemed an investment company, we would be required to register under that Act or to restructure our operations, would become ineligible to rely on Section 4(a)(6) of the Securities Act, and could face rescission rights and regulatory action. Any of those outcomes would materially and adversely affect our business and the value of the Securities.

Risks Related to the Offering

The Issuer could potentially be found to have not complied with securities law in connection with this Offering related to a Reservation Campaign (also known as “Testing the Waters”)

Prior to filing this Form C, the Issuer engaged in a Reservation Campaign (also known as “testing the waters”) permitted under Regulation Crowdfunding (17 CFR 227.206), which allows issuers to communicate to determine whether there is interest in the offering. All communication sent is deemed to be an offer of securities for purposes of the antifraud provisions of federal securities laws. Any Investor who expressed interest prior to the date of this Offering should read this Form C thoroughly and rely only on the information provided herein and not on any statement made prior to the Offering. This communication sent to Investors prior to the Offering is attached as Exhibit E. This communication may not have included proper disclaimers required for a Reservation Campaign.

The U.S. Securities and Exchange Commission does not pass upon the merits of the Securities or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering document or literature.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering. The U.S. Securities and Exchange Commission has not reviewed this Form C, nor any document or literature related to this Offering.

Neither the Offering nor the Securities have been registered under federal or state securities laws.

No governmental agency has reviewed or passed upon this Offering or the Securities. Neither the Offering nor the Securities have been registered under federal or state securities laws. Investors will not receive any of the benefits

available in registered offerings, which may include access to quarterly and annual financial statements that have been audited by an independent accounting firm. Investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering based on the information provided in this Form C and the accompanying exhibits.

The Issuer's management may have broad discretion in how the Issuer uses the net proceeds of the Offering.

Unless the Issuer has agreed to a specific use of the proceeds from the Offering, the Issuer’s management will have considerable discretion over the use of proceeds from the Offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Intermediary Fees paid by the Issuer are subject to change depending on the success of the Offering.

At the conclusion of the Offering, the Issuer shall pay the Intermediary a cash fee equal to the greater of (A) fifteen thousand dollars ($15,000.00) or (B) seven percent (7%) of any dollar amounts raised in the Offering. Additionally, the Issuer shall pay to the Intermediary a non-refundable onboarding fee of fifteen thousand dollars ($15,000.00). The compensation paid by the Issuer to the Intermediary may impact how the Issuer uses the net proceeds of the Offering.

The Issuer has the right to limit individual Investor commitment amounts based on the Issuer’s determination of an Investor’s sophistication.

The Issuer may prevent any Investor from committing more than a certain amount in this Offering based on the Issuer’s determination of the Investor’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Issuer’s determination and not in line with relevant investment limits set forth by the Regulation CF rules. This also means that other Investors may receive larger allocations of the Offering based solely on the Issuer’s determination.

The Company has the right to extend the Offering Deadline and/or increase the Maximum Offering Amount.

The Company may extend the Offering Deadline and/or increase the Maximum Offering Amount beyond what is currently stated herein. For an extension of the Offering Deadline, this means that your investment may continue to be held in escrow while the Company attempts to raise the Target Offering Amount even after the Offering Deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering Deadline, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering Deadline is reached without the Company receiving the Target Offering Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Offering Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after the release of such funds to the Company, the Securities will be issued and distributed to you. For an increase in the Maximum Offering Amount, this means that additional amounts may be raised by the Company which would also increase the number of shares outstanding and dilute shareholders.

The Issuer may also end the Offering early.

If the Target Offering Amount is met after 21 calendar days, but before the Offering Deadline, the Issuer can end the Offering by providing notice to Investors at least 5 business days prior to the end of the Offering. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to invest in this Offering – it also means the Issuer may limit the amount of capital it can raise during the Offering by ending the Offering early.

The Issuer Reserves the Right to Change the Escrow Agent at Its Sole Discretion, Which May Result in Delays or Operational Adjustments

The Issuer reserves the right, in its sole discretion, to replace the escrow agent at any time during the Offering. In the event of such a change, investor funds held in escrow may be transferred to a new escrow account with a different financial institution. Any such transition will be conducted in compliance with applicable laws and regulations; however, investors should be aware that a change in escrow agent may result in processing delays, modifications to administrative procedures, or other operational adjustments that could affect the timing of investment processing and disbursement of funds. The intermediary facilitating this offering assists in establishing and managing escrow accounts, including communicating with the escrow agent via API, and any transition to a new escrow agent may require adjustments to these processes.

Risks Related to the Securities

The Issuer intends to use an alternative method of providing an instruction called a Security Instruction Token.

The Issuer intends to use an alternative method of providing an instruction called a SIT, or such other designation as the SIT might be changed to from time to time, an ERC-1404 type token, to provide an additional method for the Investor to provide a notification directing the transfer of the Securities. SITs are not intended to be a digital representation of the Securities, nor is the Issuer required to mint or release the SITs.

After purchasing the Securities in the Offering, Investors may have the opportunity to receive SITs to their self-custodied Wallets by accessing the Investors’ Republic Portfolio page, where there will be an option to receive SITs in the event that SITs are ultimately issued in connection with the Offering. The SITs may be issued before the lock up period is over, but there will be built-in restrictions to restrict the transfer of any SITs before the lock-up is over. Additionally, to receive SITs, the transferee will need to go through onboarding, and get their Wallets whitelisted (KYC/AML, etc.). If a transferee fails to meet these requirements, the transfer of SITs will be blocked until the requirements are met.

Subject to any applicable restrictions on transfers, the transfer of SITs may be one mechanism to do so subject to certain terms and conditions. SITs may be considered “securities” in the United States and are expected to be listed for transfer and exchange on securities marketplaces, including without limitation INX.

The Investor is responsible for creating and managing the Wallet on its behalf.

The Investor is responsible for creating a self-custody wallet that can be created by following the relevant instructions on republic.com.

Investor is solely responsible for implementing reasonable measures for securing any digital wallet, vault or other storage mechanism the Investor uses to receive and hold the SITs.

Investor is solely responsible for implementing reasonable measures for securing any digital wallet, vault or other storage mechanism the Investor uses to receive and hold the SITs, including, without limitation, any requisite private key(s) or other credentials necessary to access the storage mechanism(s). If Investor’s private key(s) or other access credentials are lost, Investor may lose access to the SITs.

If the Investor transfers Securities to another person by way of SITs or otherwise, then the New Holder is deemed to be bound by the terms of the Revenue Participation Agreement as an Investor for the period of time they hold such Securities.

If the Investor transfers Securities to another person by way of SITs or otherwise, then the New Holder is deemed to be bound by the terms of the Revenue Participation Agreement as an Investor for the period of time they hold such Securities and the Investor irrevocably and unconditionally undertakes to ensure that each New Holder, prior to the transfer of Securities to them, expressly agrees to be bound by the Revenue Participation Agreement as an Investor for the period of time they hold such Securities. By transferring any Securities, the Investor assigns all the Investor’s rights, title and interest under the Revenue Participation Agreement to the recipient of those Securities or to the owner of the wallet to which the Investor transfers any SITs.

Investors will not have voting rights.

Investors are not equity holders of the Issuer and, therefore, have no voting rights. Thus, by participating in the Offering, Investors will not be able to vote upon matters related to the governance and affairs of the Issuer nor take or effect actions that might otherwise be available to holders of the equity securities of the Issuer.

The Securities will not be freely tradable under the Securities Act until one year from when the securities are issued. Although the Securities may be tradable under federal securities law, state securities regulations may apply, and each Investor should consult with their attorney.

You should be aware of the long-term nature of this investment. There is not now and likely will not ever be a public market for the Securities. Because the Securities have not been registered under the Securities Act or under the securities laws of any state or foreign jurisdiction, the Securities have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF beginning one year following the issuance of the Securities. It is not currently contemplated that registration under the Securities Act or other securities laws will be effected. Limitations on the transfer of the Securities may also adversely affect the price that you might be able to obtain for the Securities in a private sale. Investors should be aware of the long-term nature of their investment in the Issuer. Each Investor in this Offering will be required to represent that they are purchasing the Securities for their own account, for investment purposes and not with a view to resale or distribution thereof.

Investors are not equity holders of the Issuer.

Investors are not equity holders of the Issuer, will not become members of the Issuer, and will not have an ownership claim to the Issuer or to any of its assets. Investors will hold a Non-Member Recoupment Position, being a purely contractual right to receive distributions. Investors will have no capital account, no allocation of the Issuer’s profits or losses, no right to receive a Schedule K-1, no right to vote on any matter, no right to participate in the management or control of the Issuer’s business, no right to bring an action derivatively on behalf of the Issuer, and no right to exercise any remedy available to members under the Issuer’s Operating Agreement or the New York Limited Liability Company Act.

In the event of our dissolution or bankruptcy, Investors hold neither a debt claim nor an equity claim and are unlikely to recover any proceeds.

The Securities are neither debt nor equity. In the event of our dissolution or bankruptcy, holders of the Securities will not be entitled to distributions as equity holders, and they hold no note, loan or other instrument evidencing indebtedness. Their claim is contractual and ranks behind the claims of our third-party creditors.

Upon liquidation, the proceeds of our assets are applied first to the costs of winding up, then to creditors in the order of priority provided by law, then to loans and advances made by members or their principals, and then to members in accordance with our distribution schedule and their positive capital account balances. Investors have no capital account. A court could characterize a claim under the Revenue Participation Agreement differently from the way it is described in this Form C, including by subordinating it to other claims. Investors are unlikely to recover any portion of their investment in those circumstances.

Investors will recoup on a pro rata pari passu basis alongside capital contributed by our members, and their share will be reduced accordingly.

Under our distribution schedule, the return of capital at one hundred twenty percent (120%) is paid to our members and to the Recoupment Position Holders, including Investors, together on a pro rata pari passu basis in proportion to their respective contributions. The Investor’s Share of Net Proceeds is likewise shared among our contributing members and the Recoupment Position Holders on a pro rata pari passu basis. Investors will receive no preference or priority over capital contributed by a member. Our manager may admit additional members and may accept capital contributions at any time, in its discretion and without the consent of Investors. Each such contribution increases the aggregate over which those amounts are shared and reduces the proportion attributable to each Investor.

Our manager’s own contribution is recorded in our Operating Agreement as management services, and no value has been agreed for it. If a value were agreed, or if our manager were to make or be credited with a cash contribution, including by treating fees otherwise payable to it under a service agreement as a contribution, that amount would participate in the return of capital at 120% on a pro rata pari passu basis with Investors and would reduce the proportion attributable to Investors at that priority. Investors will have no right to approve or to value any such contribution.

Additional members and additional revenue participation interests will dilute Investors.

Our manager may admit additional members and may grant additional Non-Member Recoupment Positions at any time, in its discretion and without the consent of Investors. Each admission or grant increases the aggregate contributions over which the return of capital and the Investor’s Share of Net Proceeds are shared, and therefore reduces the proportionate share attributable to each Investor. The Securities carry no anti-dilution protection and no preemptive or participation right.

Our members may approve a sale of the Picture or of substantially all of our assets, and Investors will have no vote on that decision.

Our Operating Agreement permits the sale, assignment, transfer, exchange or other disposition of the Picture, of the

rights in the Picture or of all or substantially all of our assets, and permits our merger, conversion or voluntary dissolution, in each case upon the written consent of members holding a majority of the interests in our company. Our manager currently holds all of those interests and may elect to add new members in the future. Investors are not members, will have no vote or consent right on any of those actions, and will have no appraisal, dissenters’ or similar rights. A sale of the Picture could be made at a price, and on terms, that our manager considers acceptable but that produce little or no Company Gross Revenue after the deductions described under “The Securities,” in which case Investors may receive nothing.

Investors have no security interest in the Picture or in the revenue derived from it.

The relationship between us and Investors is that of creditor and debtor. We are not a fiduciary or trustee of Investors. Investors will have no security interest, lien or other interest in the Picture, in the rights in the Picture or in the revenue stream derived from its exploitation, and we have no obligation to segregate any funds. We have the broadest possible latitude in the distribution of the Picture, the exercise of our judgment in good faith in all matters pertaining to distribution is final, and we will incur no liability based on a claim that we failed to realize receipts or revenue that could have been realized.

Payments to Investors depend entirely on our receipt of revenue, and we have no obligation to make any payment absent that revenue.

The Securities carry no stated return, no liquidation preference, no maturity date and no repurchase right. We have no obligation to pay any amount to Investors except out of Company Gross Revenue actually received or credited to us, and then only in accordance with the priorities described under “The Securities.” Revenue is not treated as Company Gross Revenue unless it is non-refundable and received or credited in U.S. dollars in the United States or in an account available for remittance to the United States. If we do not have sufficient liquid assets, Investors will not be paid.

An investment in the Issuer's Securities could result in a loss of your entire investment.

An investment in the Issuer's Securities offered in this Offering involves a high degree of risk and you should not purchase the Securities if you cannot afford the loss of your entire investment. You may not be able to liquidate your investment for any reason in the near future.

Investors will not be entitled to any inspection or information rights other than those required by law.

Investors will not have the right to inspect the books and records of the Issuer or to receive financial or other information from the Issuer, other than as required by law. Other security holders of the Issuer may have such rights. Regulation CF requires only the provision of an annual report on Form C-AR and no additional information. Additionally, there are numerous methods by which the Issuer can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders, including certain security holders who have rights to periodic financial statements and updates from the Issuer such as quarterly unaudited financials, annual projections and budgets, and monthly progress reports, among other things.

There is no present market for the Securities and we have arbitrarily set the price.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our asset value, net worth, revenues or other established criteria of value. We cannot guarantee that the Securities can be resold at the offering price or at any other price.

The cost of providing perks reduces the proceeds available to develop and produce the Picture.

We pay for the perks out of our own funds, which consist principally of the proceeds of this Offering. Event capacity, premiere and set-visit logistics, printed and physical items, fulfilment and shipping each carry cost. Those costs are not a cost of producing the Picture. At the Target Offering Amount we will raise $75,000, of which $15,000 is payable to the Intermediary before any proceeds reach the Picture. Perk costs further reduce any remaining proceeds.

We may be required to register our equity securities with the U.S. Securities and Exchange Commission.

Pursuant to Section 12(g) of the Exchange Act, if, in any fiscal year, our total assets exceed $10 million and our equity securities are held of record by 2,000 or more persons (or 500 or more non-accredited investors), we will be required to register those securities with the SEC. Registration under Section 12(g) would require us to file a Form 10-12G within 120 days of the fiscal year-end in which the thresholds are exceeded. Once registered, we would be subject to ongoing public reporting obligations under Section 13 (annual and quarterly reports, current reports), Section 14 (proxy rules), and Section 16 (insider trading rules). Failure to register when required could result in SEC enforcement actions, penalties, and potential liability under the securities laws. Even if we later reduce our shareholder count below the thresholds, the SEC may treat such actions as an attempt to avoid registration obligations, which could violate anti-fraud provisions. Additionally, crossing these thresholds could trigger increased compliance costs, greater disclosure requirements, and heightened scrutiny from investors and regulators, potentially impacting our operations and market perception.

The underlying blockchain may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of SITs. If these technologies’ security is compromised or if the protocols are subjected to attacks that frustrate or thwart access to and use of the SITs, secondary trading using SITs may be thwarted, which could seriously curtail the liquidity of the Securities and cause a decline in the market price of the Securities.

The SITs, and the networks, applications and other interfaces which will utilize it, as well as applications built upon the networks that will utilize it, are still in the early stages and are unproven, and there can be no assurances that the operation of the SITs will be uninterrupted or fully secure which may result in a complete loss of the SITs. Additionally, if the underlying blockchain or network is subject to unknown and known security attacks (such as double-spend attacks or other malicious attacks), this may materially and adversely affect the Issuer’s reputation, even though the Issuer is not responsible for the attacked network. In any such event, Investors may lose all of their investment.

Real or perceived errors, failures, or bugs in the SITs, or in the software or systems of third-party developers utilizing the SITs, could adversely affect the Issuer and the value of the Securities.

Real or perceived errors, failures, vulnerabilities, or bugs in the SITs or in the software or systems of third-party developers utilizing the SITs, could harm the value of the Issuer and the Securities. Errors, failures, vulnerabilities, or bugs may occur and may cause errors or failures that cause SITs to be transferred without proper permissions, affecting the liquidity and effectiveness of resale of Securities via SITs. The Issuer will take all efforts to prevent such occurrences and will strive to ultimately maintain proper ownership records even in the event of fraudulent activity that results in an unauthorized transfer of an SIT, but there is a risk that such unauthorized transfers may be irreversible, perhaps because of local laws or otherwise. Any such errors, failures, vulnerabilities, or bugs may not be found until after the SITs have been deployed on a network, which could result in negative publicity, a decrease in user and developer satisfaction or adoption, loss of competitive position, or claims from third parties. We may not be able to promptly resolve these problems, if at all. Any of these incidents could materially and adversely harm the Issuer and the Securities.

The tax treatment of acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Securities in conjunction with the SITs is uncertain, and there may be adverse tax consequences for Investors upon certain future events.

The tax treatment of acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Securities in conjunction with the SITs is uncertain, and each Investor must seek its own tax advice in connection with a purchase of the Securities as described herein. The Issuer has not requested a ruling from any tax authority regarding the tax treatment of the Securities. Acquiring, holding, and where permitted, selling, exchanging, or otherwise disposing of the Securities in conjunction with the SITs may result in adverse tax consequences to Investors, including

liability for withholding taxes and income taxes and responsibility for complying with certain tax reporting requirements. Each Investor should consult with and must rely upon the advice of its own tax advisors with respect to the tax treatment of acquiring, holding, selling, exchanging, or otherwise disposing of the Securities.

There is no guarantee of a return on an Investor’s investment.

There is no assurance that an Investor will realize a return on their investment or that they will not lose their entire investment. For this reason, each Investor should read this Form C and all exhibits carefully and should consult with their attorney and business advisor prior to making any investment decision.

Our investor perks are delivered by third parties we do not control, and they may be changed, substituted or not delivered at all.

Most of the perks we describe are to be delivered by persons other than us, including the producers, financiers and distributors, and third-party venues. We are not party to an agreement with each of those persons obligating delivery, and we have no right to compel any of them to perform. None of these individuals or entities are members or the Manager of the Issuer.

We have committed only to use best efforts. A perk may be changed, substituted for a comparable perk, delayed to follow the production schedule, capped by available capacity or not delivered at all. Investors must not invest in reliance on receiving any perk, and no failure to deliver a perk gives an Investor any right to cancel an investment, to a refund or to any payment from us.

Screen credits offered as perks are controlled by the Picture’s financing, distribution and guild requirements, and we cannot guarantee that any credit will be awarded.

We describe special thanks, Associate Producer and Executive Producer credits among the perks. Credits on a motion picture are controlled by the financing, distribution and completion documents for that picture and, where guild agreements apply, by the applicable guild credit rules, and producing credits are further subject to guild determination procedures. A distributor, a financier, a completion guarantor or a guild may withhold approval of a credit, may limit the number of credits of a given kind or may require that a credit be removed.

We do not control those approvals, we have not obtained them, and we will not obtain them until the Picture is financed and set up for distribution. A credit offered as a perk may not be awarded, and its absence will not entitle an Investor to any remedy against us.

We are responsible for administering the investor perks, and that administration will consume our management time and our funds.

We, and not the Intermediary or any other person, are responsible for administering every perk we offer. That administration includes determining each Investor’s eligibility and tier, tracking investment amounts, maintaining the records on which eligibility depends, obtaining and verifying delivery information from Investors, procuring,

producing and shipping physical items, coordinating event capacity, admissions and scheduling with third parties, responding to Investor inquiries and complaints, and handling any information reporting associated with a perk.

We have no employees. Our manager is our only officer, and he performs these functions himself or engages and pays contractors and vendors to perform them. The cost of that administration is borne by us and reduces the proceeds of this Offering available to develop and produce the Picture. The time our manager devotes to perk administration is time not devoted to the Picture. If we administer a perk incorrectly, fail to deliver a perk we have offered or mishandle a drawing or Investor information, we may be exposed to claims by Investors and to regulatory or platform consequences, and any resulting cost would further reduce the amounts available to Investors.

The Revenue Participation Agreement requires disputes to be resolved by binding arbitration in New York, New York, and Investors waive the right to a trial by judge or jury.

Under the Revenue Participation Agreement, any claim, controversy or dispute regarding the Revenue Participation Agreement, including any breach or interpretation of it, must be settled by binding arbitration in New York, New York before Judicial Arbitration and Mediation Services, conducted under its Streamlined Rules and Procedures. New York law governs the construction and interpretation of the Revenue Participation Agreement, and the parties consent to the jurisdiction of the courts in New York County, New York.

By purchasing the Securities an Investor gives up the right to have a dispute with us heard by a judge or jury and gives up rights of appeal. Arbitration may limit discovery, is generally not public and does not permit class or consolidated proceedings. An Investor who resides outside New York will be required to pursue any claim in a forum that may be inconvenient and costly, which may discourage the Investor from pursuing a claim at all. These provisions do not apply to claims arising under the federal securities laws, compliance with which cannot be waived.

The terms of the Securities can be amended without your consent, and an amendment that binds you may not be in your best interest.

The Revenue Participation Agreement may be amended, terminated or waived with the written consent of us and either the Lead or the holders of a majority in interest of the Participation Interests. The Lead is the Investor holding the largest Participation Interest in this Offering. An Investor who is not the Lead and who does not hold a majority in interest has no ability to approve or to block an amendment, and an amendment adopted in that manner binds every Investor and every subsequent holder of the Securities whether or not that Investor consented to it, voted against it or signed the instrument effecting it.

The Revenue Participation Agreement protects you only against an amendment that by its terms treats you worse than the other holders of Participation Interests, or that increases your obligations or requires you to contribute additional capital. It does not protect you against an amendment that applies to all holders alike. An amendment that reduces the return of capital at one hundred twenty percent (120%), changes the Investor’s Share of Net Proceeds, defers or subordinates payment, or alters the restrictions on transfer or the dispute resolution provisions is effective against you without your consent so long as it applies to all holders on the same terms. Neither the Lead nor the holders of a majority in interest owes any duty to the other Investors in deciding whether to consent, and their interests may differ from yours.

You also irrevocably appoint us, our manager and any executive officer of ours as your attorney-in-fact, coupled with an interest, to sign in your name not only the amendment itself but any restated agreement, supplement, joinder, consent, certificate or other document needed to carry it out, together with any related governmental filing. That power reaches every matter within the scope of an amendment the Lead or the holders of a majority in interest have consented to in writing, and once that consent is given the amendment takes effect against you without any further act or signature of yours. The power is durable and irrevocable and survives your death, incapacity, dissolution or bankruptcy and any transfer of your Securities. Our manager will hold consent rights over specified actions we take, so the persons authorized to sign on your behalf have economic interests of their own that may differ from yours. You will have no appraisal, dissenters’ or similar right, no right to have your Securities repurchased and no right to a refund on account of an amendment. By purchasing the Securities you agree to be bound by any amendment adopted in this manner.

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