AMENDED AND RESTATED SERIES AGREEMENT of ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC SERIES CALCULATED SEQUELS dated as of January 6, 2023
AMENDED AND RESTATED SERIES AGREEMENT
of
ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC
SERIES CALCULATED SEQUELS
dated as of
January 6, 2023
THE UNITS REPRESENTED BY THIS SERIES AGREEMENT AND THE LIMITED LIABILITY COMPANY AGREEMENT OF ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.
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of
ONEDOOR STUDIOS ENTERTAINMENT PROPERTIES LLC
SERIES CALCULATED SEQUELS
THIS AMENDED AND RESTATED SERIES AGREEMENT (this “Series Agreement”) is dated as of the 6th day of January 2023 (“Effective Date”), by and among (i) OneDoor Studios Entertainment Properties LLC, a Delaware limited liability company (“Company”), (ii) One Door Studios LLC, a Utah limited liability company (“Manager”), and (iii) the Series Members (each of the foregoing a “Party” and collectively the “Parties”). This Series Agreement was amended by the Manager pursuant to Section 13. 1 of the Company Agreement (as defined below) and supersedes and replaces the original Series Agreement dated March 18, 2022, as amended April 1, 2022 (the “Original Series Agreement”).
Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.3 of the Company Agreement (as defined below).
RECITALS
WHEREAS, the Company was formed on December 20, 2021 upon the filing of the Company’s Certificate of Formation with the Delaware Secretary of State, and the Company, the Manager, and the sole member of the Company entered into that certain limited liability company agreement dated on or about March 18, 2022 (as amended, the “Company Agreement”), of which this Series Agreement represents a Series Agreement under such Company Agreement;
WHEREAS, on January 10, 2022, this Series (as defined below) of the Company was created, pursuant to the terms of the Company Agreement, to acquire, own, and manage certain assets separate from assets owned by the Company or associated with any other series of the Company (“Separate Assets”);
WHEREAS, on March 18, 2022, the Parties entered into the Original Series Agreement;
WHEREAS, the Manager desires to amend and restate the Original Series Agreement in accordance with the terms of the Company Agreement, as and to the extent set forth herein; and
WHEREAS, the Parties desire that the debts, liabilities, and obligations incurred, contracted for, or otherwise existing with respect to this Series and its Separate Assets be enforceable against the assets of this Series and its Separate Assets only, and not against the assets of the Company generally or any other series created under the Company Agreement.
NOW, THEREFORE, in consideration of the mutual promises and obligations herein contained, the Parties, intending to be legally bound, hereby agree as follows:
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ARTICLE I
FORMATION AND PURPOSE
Section 1.1Formation. The Manager, by the Establishment and Designation of Series attached hereto and incorporated herein as Exhibit A (the “Series Designation”), created this Series on January 10, 2022 pursuant to the terms of the Company Agreement, entered into the Original Series Agreement, and filed with the Secretary of Stated of Delaware a Certificate of Conversion of Protected Series to Registered Series with respect to this Series on April 1, 2022 and a Certificate of Registered Series. The name of the series limited liability company created hereunder is called OneDoor Studios Entertainment Properties LLC Series Calculated Sequels (this “Series”).
Section 1.2Term. The term of this Series commenced upon the Series’ establishment in the Series Designation and shall be perpetual unless earlier dissolved in accordance with the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code), as may be amended from time to time, and any successor thereto (the “Act”), and the Company Agreement.
Section 1.3Purpose. The sole business of this Series is to engage in the following activities and exercise the following powers:
(a)developing three (3) feature-length motion pictures based on novels from the book series Calculated (each a “Project”), which collectively constitute Assets (as defined in the Company Agreement) consistent with the Company Agreement;
(b)transacting any and all lawful business for which a limited liability company may be formed under the Act in furtherance of the business objectives described in the Company Agreement and herein; and
(c)transacting all business necessary, appropriate, advisable, convenient, or incidental to the foregoing provisions and objectives.
Section 1.4On-Screen Credits. In furtherance of the purposes set forth in Section 1.3 above, this Series intends to provide on-screen credit to Profits Members who make Capital Contributions to this Series in an amount of at least Two Hundred Fifty and 00/100 Dollars ($250.00).
Section 1.5Principal Place of Business. The principal office of this Series is ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. This Series may locate its place of business at any other place as the Manager deems advisable; provided, however, this Series shall at all times maintain a registered agent within the State of Delaware and the state of the Series’ principal place of business. The initial registered agent for service of process in Delaware is the same as the registered agent for the Company set forth in its Certificate of Formation or appointment of registered agent, as either may be amended, filed with the Secretary of State of the State of Delaware.
Section 1.6Qualification in Foreign Jurisdiction. The Manager is authorized to execute and file on behalf of this Series all necessary or appropriate documents required to qualify this Series to transact or to continue to transact business within any state in which the nature of the activities or property ownership requires qualification.
Section 1.7Defined Terms. All capitalized terms used in this Series Agreement that are not otherwise defined herein shall have the meanings ascribed to such terms in the Company Agreement.
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ARTICLE II
MANAGEMENT
Section 2.1Management of Series. The management of this Series is vested in the Manager. The Manager has the power to do any and all acts necessary, convenient, or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers of a series limited liability company under the laws of the State of Delaware. The Manager has the authority to bind this Series to any legally binding agreement, including setting up and operating separate bank accounts on behalf of this Series and raising capital on behalf of this Series.
Section 2.2Power of the Manager. In addition to any powers granted to the Manager in the Company Agreement, the Manager is authorized to make all decisions as to (a) the sale, development, and disposition of the Series’ assets (including disposition to the Manager or any affiliate thereof), (b) entering into contracts with respect to Assets or the purposes of the Series (including contracts with the Manager or any affiliate thereof), (c) the purchase or acquisition of other assets of all kinds, (d) the management of all or any part of the Series’ assets, (e) the borrowing of money and the granting of security interests in the Series’ assets, (f) the prepayment, refinancing, or extension of any loan affecting the Series’ assets, (g) the hiring or releasing of any or all persons for the purpose of developing the Series’ assets, (h) the compromise or release of any of the Series’ claims or debts, and (i) the employment of persons, firms, or corporations for the operation and management of the Series’ business. In the exercise of its management powers, the Manager is authorized to execute and deliver (i) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts, contractor agreements, employment agreements, development agreements, and maintenance contracts covering or affecting the Series’ assets, including any of the foregoing that constitute Affiliate Transactions, (ii) all checks, drafts, and other orders for the payment of the Series’ funds, (iii) all promissory notes, loans, security agreements, and other similar documents, (iv) all other instruments of any other kind relating to the Series’ affairs, whether like or unlike the foregoing, and (v) any other authority granted to the Manager under the Company Agreement with respect to a Series.
Section 2.3Compensation and Fees. This Series shall reimburse the Manager for all direct out-of-pocket expenses incurred by the Manager in managing this Series. Further, any Affiliates of the Manager who incur out-of-pocket expenses on behalf of the Company or this Series shall also be reimbursed by this Series. The Series shall pay the Manager Service Fees as set forth in Section 3.3(c). There are no Management Fees, Asset Management Fees or Sourcing Fee associated with this Series.
Section 2.4Bookkeeping. The Manager shall maintain complete and accurate books of account of this Series’ affairs at its principal place of business or other agreed location, including the Platform if determined by the Manager in its sole discretion. Such books shall be kept in such method of accounting as the Manager selects. This Series’ accounting period shall be the calendar year.
Section 2.5Officers. The Manager may, from time to time appoint officers of this Series (“Officers”) and assign in writing titles (including, without limitation, President, Vice President, Chief Financial Officer, and Secretary) to any such Person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Act, the assignment of such title constitutes the delegation to such person of the authorities and duties that are normally associated with that office, including, without limitation, the execution of documents, instruments, and agreements in the name of and on behalf of this Series. Any delegation pursuant to this Section 2.5 may be revoked at any time by the Manager in writing.
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Section 2.6Exculpation and Indemnification. Except for acts of fraud or reckless or willful misconduct, to the fullest extent permitted by applicable law, the Manager and each Officer and employee of this Series, and the officers, directors, members, managers, and employees of the Manager and any authorized person on behalf of this Series (each of the foregoing an “Indemnified Person”) shall be indemnified, defended, and held harmless by this Series from and against any and all claims, demands, liabilities, costs, damages, expenses, and causes of action of any nature whatsoever arising out of or incidental to any act performed or omitted to be performed by any one or more of such Indemnified Persons in connection with the business of this Series; provided, however, an indemnity under this Section 2.6 shall be paid solely out of and to the extent of the assets of this Series, and shall not be a personal obligation of the Manager or any Member or Series Member. All judgments against the Series, the Manager, or such Indemnified Persons where this Series provides indemnification must be satisfied from the assets of this Series.
Section 2.7Removal. The Manager may be removed only as provided in the Company Agreement.
ARTICLE III
MEMBERSHIP
Section 3.1Capital Contributions. The Profits Members shall make the initial capital contributions to the Series in connection with their purchase of SCS Profits Units (as defined below), as set forth on the books and records of this Series. The Series Members shall not make any additional capital contributions to the Company other than in connection with a purchase of additional SCS Profits Units.
Section 3.2Units.
(a)This Series is authorized to sell and issue 1 Membership Unit and 159,424.61 Profits Units, which shall be comprised of the following classes: 9,424.61 Class CF Profits Units (“Class CF Profits Units”) and 150,000 Class A Profits Units (“Class A Profits Units” and together the “SCS Profits Units”). Each Profits Member’s interest in this Series is represented by SCS Profits Units of this Series, and each Voting Member’s interest in this Series is represented by Membership Units of this Series, each having identical rights and privileges, except as provided herein and in the Company Agreement. Outstanding Units shall be shown on the books and records of this Series. The “Maximum Number of Profits Units" for purposes of this Agreement shall mean the lesser of (i) 159,424.61 Profits Units and (ii) the number of Profits Units Outstanding immediately following the termination and final closing of the offering of Class A Profit Units, as determined by the Manager in its sole discretion.
(a)Preferred Returns. Distributions shall be made to holders of SCS Profits Units until the SCS Preferred Returns (as defined below) payable under this Section 3.3 have been paid in full, prior to making any distributions or payments under Section 3.3(d) hereof.
(i)Class A Profit Units. Notwithstanding anything set forth in the Company Agreement, with respect to this Series, within thirty (30) days (or such longer period of time as reasonably determined by the Manager, including compliance with the Act) following this Series’ sale of a Project to a production company (which may be dependent on its receipt of complete production financing for a Project), this Series, or the Manager on behalf of this Series, shall pay
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and deliver to each Profits Member who holds Class A Profits Units a cash payment equal to 36.66% (36.68% with respect to the third payment) of such Profits Member’s total Capital Contributions related to such Class A Profits Units, not to exceed three (3) such payments with respect to three (3) total Projects of this Series (the “Class A Preferred Return”).
(ii)Class CF Profits Units. Notwithstanding anything set forth in the Company Agreement, with respect to this Series, within thirty (30) days (or such longer period of time as reasonably determined by the Manager) following this Series’ sale of a Project to a production company (which may be dependent on its receipt of complete production financing for a Project), this Series, or the Manager on behalf of this Series, shall pay and deliver to each Profits Member who holds Class CF Profits Units a cash payment calculated based on a percentage, as set forth in such Profits Member’s Subscription Agreement, of each Profits Member’s total Capital Contributions related to such Class CF Profits Units, not to exceed three (3) such payments with respect to three (3) total Projects (the “Class CF Preferred Return” and, together with the Class A Base Distributions, the “SCS Preferred Returns”).
(b)Payment of SCS Preferred Returns shall be made to all holders of SCS Profits Units contemporaneously and on a pro rata basis in proportion to their percentage of SCS Profits Units in this Series relative to all of the SCS Profits Units of this Series issued and Outstanding at the time of such payment.
(c)For avoidance of doubt, SCS Preferred Returns are only “earned,” for purposes of the definition of Unpaid Yield in the Company Agreement, upon the sale of a Project as specified above. As an example, if the Series only sells one Project to a production company and fails to sell any other Projects, the total amount of the Class A Preferred Return payable to a holder of Class A Profits Units representing a total Capital Contribution of $1,000 will be equal to $366.60 and the Unpaid Yield would equal the portion of that $366.60 that remains unpaid at the relevant date of determination.
(d)Distributable Cash. Notwithstanding the definition in the Company Agreement, as used in this Series Agreement, “Distributable Cash” means all monies actually received by this Series, including in connection with the worldwide exhibition of any of this Series’ film Projects in all mediums inclusive of those known and those hereafter devised, and all markets, net of an industry standard reserve percentage to cover residual payments as required by applicable guild and/or union agreements (by way of an example, the Screen Actors Guild and the Writers Guild of America), sales fees/sales expenses, and third-party sales and distribution-related contractual expenses and costs, deferments approved by the Manager, industry-standard development and production contractual obligations (including financing repayment obligations), non-investor third-party net profit payments, if any, and development sunk costs reimbursements, if any; minus (1) any amounts paid or contractually payable to, or reserved by, the Manager in accordance with Section 6.4 of the Company Agreement (excluding the Service Fee), (2) any Unpaid Yield, (3) Operating Expenses, (to the extent not duplicative) and (4) any Reserves (to the extent not duplicative), as applicable. The Manager shall evaluate Distributable Cash at such intervals as it determines in its sole discretion. Notwithstanding anything set forth in the Company Agreement, with respect to this Series, provided that the Maximum Number of Profits Units have been issued and the aggregate Unpaid Yield with respect to all Profits Members of this Series has been reduced to zero (0), Distributable Cash, if any, will be distributed in the order described below:
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(i)50% to the Profits Members of the Series (ratably among such Profits Members in proportion to their percentage of SCS Profits Units in this Series relative to all of the SCS Profits Units of this Series issued and outstanding), and
(ii)50% as a Service Fee to the Manager.
(e)Membership Units. Notwithstanding anything to the contrary in the Company Agreement, no distributions shall be made with respect to Membership Units.
Section 3.4Withdrawal or Reduction of Series Members’ Contributions to Capital. Except as otherwise provided herein, a Series Member may not receive any part of such Series Member’s capital contributions until all other liabilities of the Series have been paid or there remains property of the Series sufficient to pay such other liabilities. A Series Member shall not be entitled to demand or receive from the Series the liquidation of such Series Member’s Units until the Series is dissolved in accordance with the provisions hereof or other applicable provisions of the Act and the Company Agreement.
Section 3.5Restrictions on Transferability. Restrictions on transferability shall be governed by the provisions set forth in the Company Agreement.
Section 3.6Information Rights. This Series will deliver financial reports related to each Project, in such detail as determined by Manager in its sole discretion, to each Series Member, on a quarterly basis during the first two (2) years following each such Project’s release and annually thereafter, until such time as, if ever, the Projects are no longer generating profits or until this Series or the Company is terminated or dissolved, whichever occurs first. Such financial report may be delivered to Series Members by filing such reports with the U.S. Securities and Exchange Commission as an exhibit to a filing on Form 1-U, Form 1-SA, Form 1-K or similar filing.
ARTICLE IV
DISSOLUTION
Section 4.1Authority to Dissolve Series. The Manager may dissolve this Series at any time once the Assets of the Series have been liquidated. The dissolution may only be ordered by the Manager or the Company, not by any Series Members.
Section 4.2Distribution upon Dissolution. Upon dissolution of this Series or dissolution of the Company, the assets of this Series will be distributed as set forth in Article XII of the Company Agreement.
ARTICLE V
MISCELLANEOUS
Section 5.1Agreement to be Bound. The Parties agree to be bound by the terms and provision of this Series Agreement and the Company Agreement.
Section 5.2Headings. The headings in this Series Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Series Agreement or any provision hereof.
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Section 5.3Severability. Each provision of this Series Agreement is severable, and if for any reason any provision or provisions herein are determined to be invalid, unenforceable, or illegal under any existing or future law, such invalidity, unenforceability, or illegality does not impair the operation of or affect those portions of this Series Agreement that are valid, enforceable, and legal.
Section 5.4Entire Agreement. This Series Agreement, the exhibits to this Series Agreement, and the Company Agreement (and any applicable Subscription Agreement) constitute the entire agreement of the Parties with respect to the subject matter hereof. The exhibits to this Series Agreement are incorporated into and made a part of this Series Agreement by reference. This Series Agreement is intended to be and shall constitute a legally binding document.
Section 5.5Counterparts. This Series Agreement may be executed in any number of counterparts or Joinders with the same effect as if all Parties had signed the same document. All counterparts and ▇▇▇▇▇▇▇▇ shall be construed together and shall constitute one instrument.
Section 5.6Governing Law. This Series Agreement and the rights of the Parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, all rights and remedies being governed by said laws, without regard to principles of conflict of laws.
Section 5.7Amendments; Consents and Approvals. This Series Agreement may not be modified, altered, supplemented, or amended except as provided in the Company Agreement.
Section 5.8No Third-Party Beneficiary. Except as set forth in Section 2.6, any agreement to pay any amount and any assumption of liability in this Series Agreement contained, express or implied, shall be only for the benefit of the Series Members and their respective heirs, successors, and permitted assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness of any other party, whomsoever, deemed to be a third-party beneficiary of this Series Agreement.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.
COMPANY:
OneDoor Studios Entertainment Properties LLC
a Delaware limited liability company
By: | One Door Studios LLC |
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| A Utah limited liability company |
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| its Manager |
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| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
| Date: January 6, 2023 |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ |
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| Title: | Manager |
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Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
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[Company Signature Page to Series Agreement of Series Calculated Sequels]
IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the Effective Date.
MANAGER:
One Door Studios LLC
a Utah limited liability company
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ |
| Date: January 6, 2023 |
Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ |
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Title: | Manager |
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Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
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[Manager Signature Page to Series Agreement of Series Calculated Sequels]
Exhibit A
Series Designation
[See attached]
[Exhibit A to Series Agreement of Series Calculated Sequels]