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TAB 3 -OPERATING AGREEMENT

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Page 1: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

TAB 3 -OPERATING AGREEMENT

Page 2: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE
Page 3: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

OPERATING AGREEMENT

for

THE GOOSE THAT LAID THE GOLDEN EGG FILM, LLC

THE SECURITIES REPRESENTED BY THIS AGREEMENT HA VE NOT BEEN REGIS­TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT" OR "THE ACT") NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURI­TIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIV­ERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS QUAL­IHED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COM­PANY, SUCH QUALIHCATION AND REGISTRATION rs NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS THAT ARE SET FORTH HEREIN.

A. This Operating Agreement is entered into as of April 15, 2016 by and among the "Man­aging Members" and the "Investment Members" (whom hereinafter may be referred to individually as a "Member" or collectively as "Members") as further defined below.

B. The Members desire to form a Georgia limited liability company (the "Company") for the purposes set forth in Paragraph 2.5 .

C. The Members enter into this Agreement to form and to provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obliga­tions.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I: DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this Article or else­where in this Agreement; and, when not so defined, shall have the meanings set forth in the Act:

1.1 "Agreement" means this Operating Agreement, as originally executed and as amended from time to time.

1.2 "Capital Contribution" means, with respect to any Member, the amount of money or the Fair Market Value of any property (other than money) contributed to the Company. A Capital Contribution shall not be deemed a loan.

1.3 "Investment Members" means all members of the Company making monetary Capital Contributions to the Company, aside from the Managing Members.

1.4 "Managing Members" shall also mean the manager(s) of Laughing Cow Productions,

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Page 4: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

LLC, a Georgia Limited Liability Company, comprised of Managers James Douglas Bremner ("CEO") and Laura Viola Vaccarino, or the entity/entities or person(s) who from time to time succeed said Managing Member and who, in either case, are serving at the relevant time as Managing Member who are also Managers of Laughing Cow Produc­tions, LLC. The Managing Members may be referred to herein as "Managers." The Managers of The Goose that Laid the Golden Egg Film, LLC shall also have the same rights and powers as a managing member.

1.5 "Movie Contracts" mean the various contract agreements and memoranda used to effec­tuate the movie(s) being produced by the Company. These contracts, and various permu­tations of these contracts, may be used in subsequent movie productions in any subsidiary companies owned by The Goose That Laid the Golden Egg Film, LLC.

1.6 "Picture" means the feature length motion picture currently titled , "The Goose that Laid the Golden Egg Film" produced by Laughing Cow Productions, LLC and directed by the CEO, to which Company intends to produce and control all rights , including appurtenant and ancillary thereto. "The Goose that Laid the Golden Egg Film" may encompass one or more motion picture projects , which may be created via subsidiary corporate entities owned by The Goose That Laid the Golden Egg Film, LLC and uses a standard form of contract agreements - with such exemplars attached to this Operating Agreement.

1.7 "Revenue" means all monies actually received by the Company for the exploitation of the Picture .

ARTICLE II: ORGANIZATIONAL MATTERS

2.1 The Managers have caused organizing documents in the form of the ARTICLES OF ORGANIZATION attached to this Agreement as EXHIBIT "B", to be filed with the Sec­retary of State of Georgia.

2.2 The name of the Company shall be The Goose That Laid the Golden Egg Film, LLC.

2.3 The principal executive office of the Company shall be in Atlanta, Georgia, or such other place or the Manager may determine places as from time to time.

2 .4 The registered agent for service of process on the Company shall be Douglas Bremner, whose address is c/o Laughing Cow Productions, LLC, 794 Springdale Rd NE, Atlanta , GA, 30306. Managers from time to time may change the Company's agent for service of process.

2.5 The business of the Company shall be to produce and control the rights to the Picture and to perform and conduct any other activity necessary or incidental to the foregoing or in the opinion of the Managers in furtherance of the objects of the business of the Company .

2.6 The Members intend the Company to be a limited liability company under the Act. Nei-

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Page 5: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

ther the Managers nor any Member shall take any action inconsistent with the law and the express intent of the parties to this Agreement.

2.7 The "Term of Existence" of the Company shall commence on the effective date of filing of the Articles of Organization with the Georgia Secretary of State, which was March 29, 2015, and shall continue until the last expiration of copyright on the Picture unless sooner terminated by the provisions of this Agreement, or as provided by law.

2.8 The name and address of the Managing Members are as follows:

a) James Douglas Bremner 794 Springdale Rd NE Atlanta, Georgia 30306

b) Laura Viola Vaccarino 794 Springdale Rd NE Atlanta, Georgia 30306

2.9 The name and address of the Investment Members are attached hereto as EXHIBIT "A."

ARTICLE III: CAPITAL AND CAPITAL CONTRIBUTIONS

3 .1 Capital Contribution. Members shall contribute the funds, property and other such bene­fits as necessary to produce the Picture and cover other expenses as reasonably necessary.

3.2 The Company will comply with all applicable laws and regulations concerning securing financing hereunder.

3.3 The Managers shall contribute as their Capital Contribution services to the Company, in­cluding, but not limited to, producing and directing the Picture and other such services.

3.4 Investment Members' Capital Contribution shall be as outlined on EXHIBIT "A."

3.5 No Member shall be required to make any additional Capital Contributions. No Invest­ment Member may voluntarily make any additional Capital Contribution, without the pri­or written consent of the Managers.

3 .6 Except as set forth herein, no Member may sell, donate or pass over his, her or its Eco­nomic Interest in Company to any third party without the express written consent of the Managers.

3 .7 Except as outlined herein, no Investment Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, credits, or items thereof.

3 .8 No interest shall be paid on Capital Contributions.

3.9 The Company's total capitalization will not exceed Three Million Dollars ($3,000,000.00). The current budget for the Picture is described in the Business Plan and

Page 3of13

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Page 6: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Financials, attached hereto as EXHIBIT "B."

ARTICLE IV: ALLOCATIONS

4.1 The allocation of Revenue shall be as follows:

4.1.1 First, a budgeted amount of the Company's income shall be used for operating and production expenses, including salaries;

4.1.2 Then, the Company shall satisfy any outstanding obligations of the Company in connection with the Picture , including deferred payments incurred in connection with the Picture , which may include "pay or play" and other such agreements that are standard in the industry;

4.1.3 Then , each Member shall realize profits on a pro rata basis; and

4.1.4 Any losses of the Company shall be allocated 100% to all Members on a pro rata basis.

ARTICLE V: MANAGEMENT

5.1 The Company shall be managed by the Managers.

5 .2 The Managers shall have the powers and duties set forth in this Agreement.

5.3 All decisions about, regarding or otherwise pertaining to the creative and business aspects of the Picture, including, but not limited to , the production , distribution and exploitation of the Picture shall be made mutually by the Managers. The Managers agree not to use this process to prevent the production or development of any project or to frustrate the purpose of the Company. However, after good faith iliscussions , if the Managers cannot agree with respect to an aspect of the Picture or the business of the Company, the Manag­ers agree to present such disagreement to a neutral mediator.

5 .4 Investment Members shall not have say over any aspects regarding the Picture, including but not limited to all , artistic production elements in connection with the production of the Picture , and all commitments and contracts relative to any of the foregoing.

5.5 All credits accorded the Company and Managers shall be in the sole discretion of the Managers and shaJI be mutually approved upon , except to the extent such credit is con­trolled by a third party (e.g., financier , studio , union or guild requirements). All aspects of the credits , including but not limited to size , prominence and placement shall be mutu­ally determined by the Managers.

5.6 The Managers may have other business interests to which they each devote a portion of their time. Managers shall devote such time to the conduct of the business of the Compa-

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Page 7: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

6.1

6.2

6.3

ny as Managers, in their own good faith and discretion, deem necessary. Managers may engage in other activities reasonably related to or competitive with the Picture.

ARTICLE VI: RISK FACTORS

Investment in the film industry is highly specula~ve and inherently risky. There can be no assurance of the economic success of any motion picture since the revenues derived from the production and distribution of a motion picture depend primarily upon its ac­ceptance by the public, which cannot be predicte . The commercial success of a motion picture also depends upon the quality and acceptance of other competing films released into the marketplace at or near the same time, gederal economic factors and other tangi­ble and intangible factors, all of which can change bd cannot be predicted with certainty.

The entertainment industry in general, and the motion picture industry in particular, are continuing to undergo significant changes, primarily due to technological developments. Although these developments have resulted in the lavailability of alternative and compet­ing forms of leisure time entertainment, such technological developments have also re­sulted in the creation of additional revenue sour es through licensing of rights to such new media, and potentially could lead to future reductions in costs of producing and dis­tributing motion pictures. In addition, the theatrical success of a motion picture remains a crucial factor in generating revenues in other media such as videocassettes and television. Due to the rapid growth of technology, shifting consumer tastes, and the popularity and availabiHty of other forms of entertainment, it is impossible to predict the overall effect these factors will have on the potential revenue from and profitability of feature-length motion pictures. I The Company itself is in its organizational stage and is subject to all the risks incident to the creation and development of a new business, including the absence of a history of op­erations and minimal net worth. In order to prosper, the success of the Picture will de­pend partly upon the ability of the Manager to produce a film of exceptional quality at a lower cost, which can compete in appeal with hi9her-budgeted films of the same genre. In order to minimize this risk, the Manager plans to participate as much as possible throughout the process and will aim to mitigate financial risks where possible. Fulfilling this goal depends on the timing of investor finaJcing, the ability to obtain distribution contracts with satisfactory terms, and the continued participation of the current manage-ment. I

~ ARTICLE VII: ACCOUNTS AND ACCOUNTING

7 .1 Complete books of account of the Company's business, in which each Company transac­tion shall be fully and accurately entered, shall be kept at the principal business office, or at such other locations as the Manager may determine from time to time, and shall be open to inspection and copying on reasonable Notice by any Member or the Member's authorized representatives during normal busines8i hours, but no more than once per cal­endar year. The costs of such inspection and copying shall be borne solely by the Mem-

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ber individually and in no way shall be considered to increase Members ' Capital Contri ­bution.

7 .2 Financial books and records of the Company shall be kept on the cash or accrual method of accounting, which shall be the method of accounting followed by the Company for federal income tax purposes. The financial statements of the Company shall be prepared in accordance with generally accepted accounting principles and shall be appropriate and adequate for the Company' s business and for carrying out the provisions of this Agree­ment. The fiscal year of the Company shall be January 1 to December 31 .

ARTICLE VIII: MEMBERSHIP MEETINGS, VOTING, INDEMNITY

8.1 There shall be two classes of membership, Investment Members and Managing Members. No Investment Member shall have any rights or preferences in addition to or different from those possessed by any other Investment Member.

8.2 The Managing Members shall maintain controlling interest in the Company and make all decisions regarding the Company and the Picture(s) produced by the Company or its sub­sidiaries, except Investment Members shall have the right to vote on those minimum items as required by the Act.

8.3 The Company may , but shall not be required, to issue certificates evidencing membership interests to Members of the Company.

8.4 Members may participate in a meeting through use of conference telephone or similar communications equipment, provided that all Members participating in such meeting can hear one another. Such participation shall be deemed attendance at the meeting.

8 .5 No Member acting solely in the capacity of a Member is an agent of the Company , nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company. Accordingly, each Member shall indemnjfy, defend , and save harmJess each other Member and the Company from and against any and all loss , cost, expense , liability or damage arising from or out of any claim based up­on any action by such Member in contravention of the first sentence of this Section 8 .5.

ARTICLE IX: INDEMNIFICATION

9.1 The Company shall have the power to indemnify any Person who was or is a party , or who is threatened to be made a party , to any Proceeding by reason of the fact that such Person was or is a Member, Manager, officer, employee, or other agent of the Company , or was or is serving at the request of the Company as a director, officer , employee or oth­er Agent of another limited liability company , corporation , partnership, joint venture , trust, or other enterprise, against expenses, judgments, fines , settlements , and other amounts actually and reasonably incurred by such Person in connection with such pro­ceeding, if such Person acted in good faith and in a manner that such Person reasonably

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Page 9: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

believed to be in the best interests of the Company, and, in the case of a criminal pro­ceeding, such Person had no reasonable cause to believe that the Person 's conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contend.ere or its equivalent, shall not, of itself, create a presump­tion that the Person did not act in good faith and in a manner that such Person reasonably believed to be in the best interests of the Company, or that the Person had reasonable cause to believe that the Person's conduct was unlawful.

ARTICLE X: DISSOLUTION AND WINDING UP

10.1 The Company shall be djgsolved upon the first to occur of the foJlowing events:

~0.1.l The expiration or termination of the Company's rights and interest to the Picture;

10.1.2 The expiration of th.e Term of Existence of the Company; I

10.1.3 The sale of all or substantially all of the assf ts of Company;

10.1.4 Upon the vote of Members holding the majority of the interest in the. Company;

10.15 The happening of any event that makes it unlawful or impossible to carry on the business of the Company; or

10.1.6 Entry of a decree of judicial dissolution.

10.2. On the dissolution of the Company, the Company shall engage in no further business oth­er than that necessary to wind up the business and affairs of the Company. The Managers shall wind up the affairs of the Company.

10.3. Each Investment Member shall look solely to the Jssets of the Company for the return of the Investment Member' s investment, and if the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the investment of each Investment Member, such lnvestment Member shall have no re-course against any other Member for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

ARTICLE XI

GENERAL PROVISIONS

11.l PARTNERSIIlP: NO TlllRD PARTY BENEFIOIARIES. No Member shall hold itself out to others contrary to the provisions hereof. Tips Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy contrary to the terms of this Agreement and neither party shall become liable or responsible for any representa­tion , act or omission of such party whether referred to herein or not.

Page 7 of l3

Page 10: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

112 WAIVER: No waiver by any party hereto of the breach of any term or condition of this Agreement shall be deemed or construed to be a waiver of the breach of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this or any other agreement.

11.3 REMEDIES CUMULATIVE: All remedies, rights, undertakings, obligations and agree­ments contained in tills Agreement shall be cumulative, and none of them shall be in limi­tation of any other remedy, right, undertaking, obligation or agreement of either party.

11.4 ASSIGNMENT: No Member may assign its rights or obligations hereunder without prior written consent of the Managers, which they may exercise at their sole discretion.

11.5 ADDITIONAL DOCUMENTS: Each member shall execute, acknowledge and deliver to the managers, promptly upon the request of the managers, any other instruments or doc­uments necessary or desirable to evidence, effectuate, or confirm this Agreement or any of the terms and conditions hereof.

11.6 MODIFICATIONS: This Agreement, together with its exhibits, cannot be amended, modified or changed in any way whatsoever except by written instrument duly executed by the party being charged.

11.7 SEVERABILITY: In the event that any term, condition, covenant, agreement, require­ment or provision herein contained shall be held by any Court or arbitration tribunal hav­ing jurisdiction to be unenforceable, illegal, void or contrary to public policy, such term, condition, covenant agreement, requirement or provision shall be of no effect whatsoever upon the binding force or effectiveness of any of the others hereof, it being the intention and declaration of the parties hereto that had they or either of them, known of such unen­forceability, illegality, invalidity or contrariety to public policy, they would have entered in to a contract each with the other, containing all of the other terms, conditions, cove­nants, agreements, requirements, and provisions hereof.

11.8 NOTICES: AU notices under this Agreement shall be in writing addressed to the address­es first set forth above, or at such other address as either party may designate from time to time by written notice to the other. All notices shall be served by facsimile and U.S. mail, electronic mail, recognized courier services such as Federal Express or DHL or personal delivery addressed as specified above. The date of receipt by facsimile, electronic mail or courier, as the case may be, shall be the date of service of notice.

11.9 ARBITRATION: All disputes arising out of this Agreement shall be submitted to arbitra­tion in accordance with the rules of the Independent Film and Television Alliance before a single arbitrator. The prevailing party shall be entitled to reasonable attorneys' fees and costs. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.

11.10 CHOICE OF LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

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Page 11: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE
Page 12: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

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Page 13: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

EXHIBITS "A" THROUGH "C"

A - Managers and Members

B - Business Plan

C - Articles of Organization

Page 10of13

Page 14: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

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Page 15: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

EXHIBIT "A"

INVESTMENT MEMBERS I

N rune and Address Capital Contribution I Percentage Interest

Qualified Investors $2,850,000.00 (anticipated) 95%

Laughing Cow Produc- "Sweat" equity and formation/organization tions, LLC costs= $150,000.00 5%

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Page 16: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE
Page 17: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

EX1IlBIT ''B"

BUSINESS PLAN AND FINANCIALS

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Page 18: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

lt"j .

Page 19: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Overview

THE GOOSE THAT LAID THE GOLDEN EGG FILM, LLC BUSINESS PLAN & FINANCIAL PROFORMA

EXHIBITB

[

I

The Goose That Laid The Golden Egg Film, LLC Fw;id ("Fund") will acquire investors to provide capital for a full-length feature film, which is based on Dr. Doug Brernner's autobiographical book, The Goose That Laid the Golden Egg.1 Described as Erin Brockovich meets The Constant Gardener, The Goose That Laid the Golden Egg is based on a true story that involves greed, power, lust, lies, tragedy, danger, and death. The screenplay is by Doug Bremner and Cathy Reinking. In sum, it is based on the premise that a psychiatrist risks it all to expose a corrupt drug company.

Ownership .

The Fund consists of a maximum of 300 Units, worth $10,000 per Unit. The range for the Fund will be between a minimum $2 million (or 200 Units) and a maximum of $3 million (or 300 Units). So far, twelve Units have been purchased by Laughing Cow Productions, LLC ("Laughing Cow") for One-hundred twenty thousand ($120,000). Four additional Units ($40,000) were purchased by Doug Bremner and Viola !Vaccarino. They intend to purchase another thirty-four (34) Units. This leaves 250 availab e for purchase by qualified investors. The story and its associated intellectual property (the "Broperty") have been sold to Laughing Cow, and all right, title and interest in the Property ha e been subsequently assigned to The Goose that Laid the Golden Egg Film, LLC ("GLGEF").

Rate of Return

Based on an estimated return of $4,350,000 from sales using a low-end estimate of sales projections, and with principal production scheduled fdr June of 2016, in the next year the purchase of ten (10) Units would yield a return of the initial investment plus 20% (i.e. $20,000), plus an additional $48,750 as the investor's share of the 60% of profits going to investors after the initial revenue disbursement (prioritized to go first to the investors (plus 20%). For high income earners who are taxed at 39.6% for income above $464,850 (married filing jointly), there is an additional $39,600 in tax savings for the 2016 returd through Section 181(described below) for a total profit of $108,350, or a more than two fold return on the investment within one year.2

Risk Exposure

1 See, Amazon Reader Comments; "An indictment of the phannaceutical indostry ... illuminates the greed and unscrupulous

nature of the pharmaceutical comparues and their market driven interests." 2 Parks, Stacey: The Insider's Guide to Independent Film Distribution, Focal Press, 2012. Updated at tilmspecific.com. Estimates of ROI are based on "ask" or low-end estimates e.g. highly conservative).

1

Page 20: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

The overall risk exposure for the investors is small. The completion of principal photography and a rough cut of the film will assure the Georgia Tax Credit, and with savings from the Section 181 tax write off, only 33 cents or approximately one-third of every dollar is at risk.3 The one-third (e.g., $0.33) is at risk if there are no sales, which is rare in the age of Amazon and Hulu. In part, this is because distributors are no longer needed to make a film available to the paying, viewing public. "The income tax credit may be used against Georgia income tax liability or the production company' s Georgia withholding. If the production company chooses, they can sell or transfer the tax credit to one or more Georgia taxpayers. ,,4 Additionally, with the waterfall provision of paying investors outside of the production company back first plus 20%, the risk is reduced even further.

Another tax benefit is available through the Georgia Entertainment Industry Investor Act, which grants an income credit of 30% to qualified productions. For more information, please see http://www.georgia.org/wp-content/uploads/20 l 3/09/Georgia-30percent-T AX-INCENTIVE­doc-2013. pdf.

The Fund's risk will be further mitigated by the sophistication of the investors and escrow funds. Specifically, accredited investors who qualify after answering the Investor 's Questionnaire, as well having money contributed up front and set aside in escrow will reduce the risk of a default. In sum, multiple precautionary measures have been taken to ensure that the risk to all investors is mitigated.

The Word documents, including the Executive Business Plan, provide additional financial details and analysis.

3 Section 181 of the US Tax Code allows a deduction for investment in feature films that does not need to be depreciated over time. The entire amount of the deduction can be taken in the year that the investment was made and the principal production occurred. The Consolidated Appropriations Act (H.R. 2029), which amended Section 181 for the fifth time, was signed into law on December 18, 2015, extending the tax break for all of2016.

4 See, http://www.georgia.org/wp-content/uploads/20 I 4/05ff ax-Broch ure-1 ncentives-Film-M usic-Digital-Entertainment-2014. pdf (last accessed, April 11 , 2016).

2

Page 21: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Acct# Category Description

1100 Development 1200 Story & Other Rights 1300 Continuity & Treatment 1400 Producers Unit 1500 Directors Unit 1600 a lent 1700 -T-L Travel/Living

TOTAL ABOVE-THE-LINE

2100 Production Staff 2200 Art Direction 2400 Set Decoration 2500 Property Department 2600 Camera Operations 2700 Electric Operations 2800 Grip Operations 2900 Production Sound 3000 Mechanical Effects 3300 Wardrobe Department 3400 Makeup & Hair Department 3500 Location Department 3600 Transportation Department 3900 Atmosphere

TOTAL PRODUCTION

5800 II-In Quote

TOTAL POST PRODUCTION

TOTAL OTHER

Completion Bond : 3.0%

Contingency : 4.0%

Overhead : 0.0%

Legal Fees : 1.5%

Insurance : 0.0%

Total Above-The-Line

Total Below-The-Line

Total Above and Below-The-Line

Grand Total

The Entertainment Partners Services Group, MM Budgeting

Goose that Laid the Golden Egg

Discussion/prep budget

Christopher Miiis 770-365-1338

Page Total

1 8,200 1 117,520 1 500 1 206,457 3 143,311 4 339,289 7 59,850

875,127

9 294 ,660 16 58,893 16 123,977 19 88,420 20 190,744 25 126,855 29 79,332 34 61 ,829 37 4,522 37 88 ,908 40 68,507 43 158,400 43 200,000 43 45 ,402

1,590,449

300,000

300,000

0

75,294

110,623

0

41 ,484

0

875,127

1,890,449

2,765,576

2,992,976

Page 22: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Acct# Description Amt

1100 Development

1104 Budget Preparation

Script Breakdown 1 Schedule Preparation 1 Budget Preparation 1 Computer Fees Supplies

Total

!Account Total for 1100

1200 Story & Other Rights

1201 Story Rights Purchase

"Goose that la id the Golden Egg" book 1

Total

1202 Writers Fees

Doug Bremner Screenplay purchase 1

Total

1207 Duplication

copies of scripts 1 Office supplies 1

Total

1298 Miscellaneous

USPS script deliveries 30 FEDEX script deliveries 30

Total

Account Total for 1200

1300 Continuity & Treatment

1312 Script Timing

Allow 1

Total

Account Total for 1300

1400 Producers Unit

1401 Executive Producers

Doug Bremner 1

Bob Koster Superbudget, 7.2, Feb 25, 2016

Units x

Flat 1 Flat 1 Flat 1

Allow 1

Allow 1

Allow 1 Allow 1

scipts 1 scripts 1

Flat 1

Flat 1

Page 1

Goose that Laid the Golden Egg

Discussion/prep budget

Christopher Miiis 770-365-1338

Rate SubT Total

2,000 2,000 4,000 4,000 2,200 2,200

8,200

8,200

30,000 30,000

30,000 -

85,000 85 ,000

85,000

1,500 1,500 300 300

1,800

4 120 20 600

720

117,520

500 500

500

500

'

65,000 65 ,000

Page 23: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 2

c f f on inua ion o fA ccoun t1401 I ('

Acct# a:; Description J t ·J.'' Am~ Units x Rate SubT Total

Neil Shulman 1 Flat 1 15,000 15,000

Total 80 ,000

1402 Producer ~- .. .. .,

Viola Vaccarino 1 Allow 1 50,000 50,000 Chris Mills 1 Allow 1 50,000 50,000

Total n ,.- •~

100,000

1406 Associate Producer Ll

Jim Mckinney 1 Flat 1 10,000 10,000

Total rt'Tl~

10,000

1408 Secretaries i;- I ~el\f ~ .. ,:t-r .... 1lr

Union Secretary Prep 0 Wee ... 1 1,188.9 0 Shoot 0. 00 Wee ... 1 1,188.9 0 Wrap ' 0 Wee ... 1 1, 188.9 0

Subtotal 0

Non-Union Secretary Prep 4 Wee ... 1 750 3,000

Shoot 4 Wee ... 1 750 3,000 Wrap 3 Wee ... 1 750 2,250 ."I ,..,.. .. ,

- -Subtotal 8,250

Total • FICA 6.2% 8,250 512 FUI O .~% 7,000 56

~ j SUI ~% 7,000 350

Workmen's Comp ....

3.98% 8,250 328 I

Medicare 1.45% 8,250 120 I

9,657 Payroll Svc. O.!>% 8,250 41

1409 Office Expenses ,. .

.. ~

Office Rental ;~. .. .

r ''

Office Furniture Rental

'I

Purchase ·"'! :·.,., -

Office Equipment ... I

Rental '"J-' ,_

Purchase Office Supplies 1 Allow 1 1,800 1,800 Answering Service/Machine Fax Machine Beepers ·I

Mobile Phone Charges Xerox ·;.) ,J ,,

Telephone Charges ~~ I i

Installation \/ 1 li Monthly Charge

Bob Koster Superbudget, 7.2, Feb 25, 2016 ' ' ~

.

Page 24: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 3

Continuation of Account 1409

Acct# Description Amt Units x Rate SubT Total

Long-Distance Service Security System Computer Charges

Supplies Access

Stationery Postage Utility Costs

Total 1,800

1410 Research

Location researcher 1 Week 1 2,500 2,500

Total 2,500

1498 Miscellaneous

Development period meals 50 meals 1 50 2,500

Total 2 ,500

Account Total for 1400 206,457

1500 Directors Unit

1501 Director

Director Fee 1 Flat 1 102,546 102,546

Total DGA 13.25% 102,546 13,587 116,133

1505 Secretary

Union Secretary Prep 0 Wee .. . 1 1,188.9 0 Shoot 0 Wee ... 1 1,188.9 0 Wrap 0 Wee ... 1 1, 188.9 0

Subtotal 0

Non-Union Secretary Prep 2 Wee ... 1 750 1,500 Shoot 4 Wee ... 1 750 3,000 Wrap 1 Week 1 750 750 Subtotal 5,250

Total FICA 6.2% 5,250 326 FUI 0.8% 5,250 42 SUI 5% 5,250 262 Workmen 's Comp 3.98% 5,250 209 Medicare 1.45% 5,250 76 Payroll Svc. 0.5% 5,250 26 6, 191

Bob Koster Superbudget, 7.2, Feb 25 , 2016

Page 25: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 4

Acct# Description Amt Units x Rate SubT Total

1507 Office Expenses

Office Rental Office Furniture

Rental Purchase

Office Equipment Rental Purchase

Office Supplies 1 Allow 1 1,000 1,000 Answering Service/Machine Fax Machine Beepers Mobile Phone Charges Xerox

elephone Charges Installation Monthly Charge Long-Distance Service

Security System Computer Charges

Supplies Access

Stationery Postage Utility Costs

Total 1,000

1508 Travel/Living

Director's unit meals 1 Allow 1 1,250 1,250

Total 1,250

1509 Second Unit Director

2nd Unit director (Mills) 5 Days 1 2,924 14,620 Total

FICA 6.2% 14,620 906 FUI 0.8% 7,000 56 SUI 5% 7,000 350 VVori<men's Comp 3.98% 14,620 582 Medicare 1.45% 14,620 212 Payroll Svc. O.y% 14,620 73 DGA 13.25% 14,620 1,937 18,737

Account Total for 1500 143,311

1600 Talent

1601 Principal Roles

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 26: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 5

Continuation of Account 1601

Acct#- Description Amt Units x Rate SubT Total

Johnny Forteo 4 Wee ... 1 10,000 40,000 Isabella Forteo 3 Wee ... 1 3,145 9,435

Ginny Bellaconda 2 Wee ... 1 7,500 15,000 Total

FICA 6.2% 64,435 3,995 FUI 0.8% 21 ,000 168 Medicare 1.45% 64,435 934

Payroll Svc. 0.5% 64,435 322

SAG 13.15% 64,435 8,473 78,328

1602 Supporting Roles

Red Leghorn 2 Wee ... 1 10,000 20,000 Ryan McLeod 2 Wee ... 1 6 ,570 13, 140 Crystal Watso 1 Week 1 10,000 10,000 Lucia Forteo 3 Wee ... 1 6,570 19,710 Total

FICA 6.2% 62 ,850 3,897 FUI 0.8% 28,000 224 Medicare 1.45% 62,850 911 SAG 13.15% 62,850 8,265 76, 147

1603 Day Players

Dani 2 Wee .. . 1 5,000 10,000 Barry 3 Days 1 800 2,400 Calvin 1 Day 1 800 800 Clive 1 Week 1 5,000 5,000 Frank 1 Week 1 5,000 5,000 Larry 4 Days 1 800 3,200 Kirsten 1 Week 1 5,000 5,000 . Lesley 4 Days 1 800 3,200 Lisa Wang 4 Days 1 800 3,200 Jimmy 3 Days 1 800 2,400 Sal 3 Days 1 800 2,400 Ian 3 Days 1 800 2,400 Jenny 2 Days 1 800 1,600 Billy 1 Day 1 800 800 Ben 2 Days 1 800 1,600 Homeless mentally ill man 1 Day 1 800 800 Joshua 1 Day 1 800 800 Rhonda 2 Days 1 800 1,600 Judge 4 Days 1 800 3,200 Academic Guy 1 1 Day 1 800 800 Academic Guy 2 1 Day 1 800 800 Assistant 1 1 Day 1 800 800 Assistant 2 1 Day 1 800 800 Associate Prof 1 Day 1 800 800 Attendee 1 1 Day 1 800 800

Bob Koster Superbudget, 7.2 , Feb 25 , 2016

Page 27: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 6

Continuation of Account 1603

Acct# Description Amt Units x Rate SubT Total

ttendee 2 1 Day 1 800 800 Blonde Boy 1 Day 1 800 800 Buxom Bikini Babes NO LINES 1 Day 2 100 200 Camera Man NO LINES 1 Day 1 100 100 Candace 1 Day 1 800 800 State Clerk 1 Day 1 800 800 Coach 3 Days 1 800 2,400 Conference Organizer 1 Day 1 800 800 Corporate Lawyer NO LINES 1 1 100 100 Corporate Lawyer 2 NO LINES 1 1 100 100 Courier 1 Day 1 800 800 Court Reporter 2 Days 1 800 1,600 Crew Member 1 NO LINES 1 1 100 100 Crew Member 2 NO LINES 1 1 100 100 Dermatologist 1 Day 1 800 800 Eager Se realm Conference GOere 1 Day 1 800 800 Editor 1 Day 1 800 800 Faculty Guy 1 1 Day 1 800 800 Faculty Guy 2 1 Day 1 800 800 FDA official 1 Day 1 800 800 Florida Judge 1 Day 1 800 800 Funeral Home Director 1 Day 1 800 800 Funeral Home Employee NO LINES 1 1 100 100 Gravedigger 1 Day 1 800 800 Boat Guys NO LINES 1 1 100 100 Jock 1 Day 1 800 800 oumalist 1 Day 1 800 800

Lance 1 Day 1 800 800 Limo Driver NO LINES 1 1 100 100 Lucy (k) 1 Day 1 800 800 Mary VVilson 2 Days 1 800 1,600 Mark VVilson 2 Days 1 800 1,600 Mike 1 Day 1 800 800 Mr Fitzpatrick 1 Day 1 800 800 Nelson 1 Day 1 800 800 Male Nurse 1 Day 1 800 800 Pete 1 Day 1 800 800 Pharma Guy 2 Days 1 800 1,600 Private Investigator NO LINES 3 Days 1 100 300 Prof 1 2 Days 1 800 1,600 Prof 2 1 Day 1 800 800 Prof 3 NO LINES 1 Day 1 100 100 Receptionist 1 Day 1 800 800 Referee 1 Day 1 800 800 Renzon Attorneys NO LINES 3 Days 3 100 900 Renzon Employeee NO LINES 1 Day 1 100 100

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 28: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 7

Continuation of Account 1603

Acct# Description Amt Units x Rate SubT Total

Research Fellow NO LINES 1 Day 1 100 100 Research Subject NO LINES 1 Day 1 100 100

Scruffy Guy 1 Day 1 800 800 Secretary 1 Day 1 800 800 Sharon 2 Days 1 800 1,600 Skipper 1 Day 1 800 800 Smug Sercalm Conference Goer 1 Day 1 800 800 State Clerk 1 Day 1 800 800 Student 1 Day 1 800 800 Susie 1 Day 1 800 800 Teacher 1 Day 1 1 1 Technician NO LINES 1 Day 1 100 100

!Tour Guide 1 Day 1 800 800 Videographer NO LINES 2 Days 1 100 200 Waiter NO LINES 1 Day 1 100 100 Wendy 1 Day 1 800 800 Young Johnny 1 Day 1 800 800 Total

FICA 6.2% 104,801 6,498 FUI 0.8% 101 ,801 814 Medicare 1.45% 104,801 1,520 SAG 13.15% 104,801 13,781 127,414

1606 Stunt Players

Stunt Coordinator 3 Days 1 800 2,400 -Total 2,400

-1609 Casting Expenses -

Casting Director 1 Allow 1 50,000 50,000 Location Casting Assistant 1 Allow 1 3,000 3,000 Atlanta Casting expenses 1 Allow 1 2,000 2,000

-Total 55,000

-Account Total for 1600 339,289

--1700 A-T-L Travel/Living

1701 Hotels

A-T-L Housing 24 Wee .. . 1 1,200 28,800

Total 28,800 -

1702 Travel

Airfare A-T-L 8 tickets 1 1,200 9,600 -Total 9,600

1703 Per Diem

Per Diem estimates A-T-L 25 iWee ... 1 650 16,250 -

Total 16,250

Bob Koster Superbudget, 7 .2, Feb 25, 2016

Page 29: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 8

Acct# Description • srn Amt Units x Rate SubT Total

1704 Car Rentals ...... '•l 11

Rental Cars, etc 6 Allow 1 700 4 ,200 Carfares 20 fares 1 50 1,000

Total f.)" f, rt 'l. ,

5,200 i: I

Account Total for 1700 59,850 ( '"· I

TOTAL ABOVE;THE-LINE ,,.. I I ·~-

~ ... r n 875,127

I

q

I .

t

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 30: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 9

Acct# Description Amt Units x Rate SubT Total -

2100 Production Staff

2101 Production Manager

DGA:

Prep Local 6 Wee ... 1 5,000 30,000 Shoot Local 4 Wee ... 1 5,000 20,000 Wrap Local 1 Week 1 5,000 5,000 Prep Distant 0 Wee ... 1 6,000 0 Shoot Distant 0.00 Wee ... 1 6,000 0 Wrap Distant 0 Wee ... 1 6,000 0 Production Fee - Local 0.00 Wee .. . 1 723 0 Production Fee - Distant 0.00 Wee ... 1 863 0 Severance 0 Flat 1 5,000 0

Subtotal 55,000

Non-DGA: Prep Local 0 Wee ... 1 4,000 0

Shoot Local 0.00 Wee ... 1 4,000 0 Wrap Local 0 Wee ... 1 4,000 0 Prep Distant 0 Wee ... 1 5,000 0 Shoot Distant 0.00 Wee ... 1 5,000 0 Wrap Distant 0 Wee ... 1 5,000 0

Subtotal 0

Computer Rental 11 Wee ... 1 50 550 Computer Supplies 11 Wee ... 1 50 550 Car Allowance 6 Wee ... 1 250 1,500 Total

FICA 6.2% 55,000 3,410 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 55,000 2,189

Medicare 1.45% 55,000 798 Payroll Svc. 0.5% 55,000 275 DGA 13.25% 55,000 7,287 Vacation/Holiday 7.719% 55,000 4,245 76 ,210

2103 First Assistant Director .._____ DGA: Prep Local 4 Wee ... 1 3,400 13,600 Shoot Local 4 Wee ... 1 3,400 13,600 Wrap Local 0 Wee ... 1 3,400 0 Prep Distant 0 Wee .. . 1 4,756 0 Shoot Distant 0.00 Wee .. . 1 4,756 0 Wrap Distant 0 Wee .. . 1 4,756 0 Production Fee - Local 0.00 Wee ... 1 629 0 Production Fee - Distant 0.00 Wee ... 1 774 0 Severance 0 Flat 1 3,400 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 31: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 10

Continuation of Account 2103 I ~

Acct# Description jty•p Amt Units x Rate SubT Total

Subtotal .. ., .. · .. ' I." 27,200

Non-OGA: Prep Local 0 Wee ... 1 1,250 0 Shoot Local 0.00 Wee ... 1 1,250 0 Wrap Local 0 Wee ... 1 1,250 0 Prep Distant 0 Wee ... 1 1,500 0 Shoot Distant 0.00 Wee ... 1 1,500 0 Wrap Distant 0 Wee ... 1 1,500 0 Subtotal \' ,,

0

Overtime allowance ~ - 10 % 1 0 0 Computer Rental 9 Wee ... 1 50 450 Computer Supplies 9 Wee ... 1 50 450 Car Allowance 4 Wee ... 1 125 500 Total

FICA 6.2% 27,200 1,686 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp ~ 3.98% 27,200 1,083 Medicare 1.45% 27,200 394 Payroll Svc. 0.5% 27,200 136 DGA 13.25% 27 ,200 3,604

J

Vacation/Holiday 7.719% 27,200 2,100 38,009 2104 Key 2nd Assistant Director c ·I' J "'

DGA: Prep Local 3 Wee ... 1 2,279 6,837 Shoot Local 4 Wee ... 1 2,279 9, 116 Wrap Local 1 Week 1 2,279 2,279 Prep Distant 0 ~e ... 1 3,185 0 Shoot Distant (: 0.00 Wee ... 1 3,185 0 Wrap Distant 0 ~e ... 1 3,185 0 Production Fee - Local 0.00 ~e ... 1 481 0 Production Fee - Distant 0.00 Wee ... 1 629 0

<' Severance ,.. 1 0 Flat 1 2,279 0

Subtotal 18,232

Non-DGA: I

Prep Local 0 Wee ... 1 750 0 Shoot Local 0.00 Wee ... 1 750 0 Wrap Local 0 Wee ... 1 750 0 Prep Distant 0 Wee ... 1 900 0 Shoot Distant 0.00 Wee ... 1 900 0 Wrap Distant ' '" 0 Wee .. . 1 900 0 ' Subtotal ;i' 0

Overtime allowance ' 10 % 1 0 -

0 Computer Rental 7 Wee ... 1 50 350

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 32: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 11

Continuation of Account 2104

Acct# Description Amt Units x Rate SubT Total

Computer Supplies 7 Wee ... 1 50 350 Car Allowance 4 Wee ... 1 125 500 Total

FICA 6.2% 18,232 1, 130 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 18,232 726 Medicare 1.45% 18,232 264

Payroll Svc. 0.5% 18,232 91

DGA 13.25% 18,232 2,416 Vacation/Holiday 7.719% 18,232 1,407 25 ,873

2105 2nd 2nd Assistant

DGA: Shoot Local 4 Wee ... 1 2, 151 8,604 Shoot Distant 0 Wee ... 1 3,008 0

Subtotal 8,604

Non-DGA: Shoot Local 0 Wee ... 1 600 0 Shoot Distant 0 Wee ... 1 750 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Computer Rental 4 Wee ... 1 50 200 Computer Supplies 4 Wee ... 1 0 0 Car Allowance 4 Wee ... 1 125 500 Total '

FICA 6.2% 8,604 533 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 8,604 342 Medicare 1.45% 8,604 125 Payroll Svc. 0.5% 8,604 43 DGA 13.25% 8,604 1, 140 Vacation/Holiday 7.719% 8,604 664 12,558

2108 Production Associates

P.A. #1 Office Prep Local 4 Wee ... 1 600 2,400 Shoot Local 4 Wee ... 1 600 2,400 Wrap Local 2 Wee ... 1 600 1,200 Prep Distant , 0 Wee ... 1 600 0 Shoot Distant 0.00 Wee ... 1 600 0 Wrap Distant 0 Wee ... 1 600 0 P.A. #2 Office Prep Local 4 Wee ... 1 600 2,400 Shoot Local 4 Wee ... 1 600 2,400

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 33: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 12

Continuation of Account 2108

Acct# Description Amt Units x Rate SubT Total

Wrap Local 2 e ... 1 600 1,200 Prep Distant 0 Wee ... 1 500 0 Shoot Distant r 0.00 Wee ... 1 500 0 Wrap Distant 0 Wee ... 1 500 0 P.A. #3 Set Prep Local 1 VVeek 1 600 600 Shoot Local 4 Wee ... 1 600 2,400 Wrap Local 1 Week 1 600 600 Prep Distant 0 Wee ... 1 500 0 Shoot Distant 0.00 e ... 1 500 0 Wrap Distant 0 e ... 1 500 0 P.A. #4 Set Prep Local r 1 1 600 600 Shoot Local 5 1 600 3,000 Wrap Local 1 1 600 600 Prep Distant 1 500 0 Shoot Distant 1 500 0 Wrap Distant e ... 1 500 0 P.A. #5 Prep Local 0 e ... 1 400 0 Shoot Local 0 1 400 0 Wrap Local 1 400 0 Prep Distant 1 500 0 Shoot Distant 1 500 0 Wrap Distant 1 500 0 P.A. #6 Prep Local 0 1 400 0 Shoot Local 1 400 0 Wrap Local 1 400 0 Prep Distant 1 500 0 Shoot Distant 1 500 0 Wrap Distant e ... 1 500 0

Subtotal 19,800

Overtime allowance 10 % 1 0 0 Personal Equipment Rental 9 Wee ... 3 50 1,350 Car Allowance 9 Wee .. . 2 125 2,250 Total

FICA 6.2% 19,800 1,228 FUI 0.8% 19,800 158 SUI 5% 19,800 990 VVorl<men's Comp 3.98% 19,800 788 Medicare 1.41% 19,800 287 Payroll Svc. 0.5% 19,800 99 26,950

2113 Script Supervisor

Union:

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 34: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 13

Continuation of Account 2113

Acctl# Description Amt Units x Rate SubT Total

Prep Local 0.5 Wee ... 1 1,901 .2 951 Shoot Local 4 Wee ... 1 1,901 .2 7,605

Wrap Local 0.2 Wee ... 1 1,901 .2 380

Prep Distant 0 Dist. .. 1 2,607 .36 0

Shoot Distant 0.00 Dist... 1 2,607 .36 0

Wrap Distant 0 Dist... 1 2,607 .36 0

Subtotal 8,936

Non-Union: Prep Local 0 Wee ... 1 1,050 0 Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 Wee ... 1 1,050 0

Prep Distant 0 Wee ... 1 1,320 0

Shoot Distant 0.00 Wee ... 1 1,320 0

!Wrap Distant 0 Wee ... 1 1,320 0

Subtotal 0

Overtime allowance 10 %1 1 0 0 Personal Equipment Rental 4 Wee ... 1 50 200 Car Allowance Computer Rental 4 Wee ... 1 50 200 Script Timing 1 Flat 1 500 500 Multiple Camera Allowance Total

FICA 6.2% 8,935 .64 554 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 8,935.64 356 Medicare 1.45% 8,935.64 130 Payroll Svc. 0.5% 8,935 .64 45 Vacation/Holiday 7.719% 8,935 .64 690 IATSE 2 Hours 693.02 693 12,708

2114 Production Auditor

Union: Prep Local 6 Wee ... 1 2,236 13,416 Shoot Local 4 Wee .. . 1 2,236 8,944 Wrap Local 6 Wee ... 1 2,236 13,416 Prep Distant 0 Dist. .. 1 3,066.51 0 Shoot Distant 0.00 Dist. .. 1 3,066.51 0 Wrap Distant 0 Dist. .. 1 3,066.51 0

Subtotal 35,776

Non-Union: Prep Local 0 Wee ... 1 875 0 Shoot Local 0.00 Wee ... 1 875 0 Wrap Local 0 Wee .. . 1 875 0 Prep Distant 0 Wee ... 1 1, 100 0 Shoot Distant 0.00 Wee ... 1 1, 100 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 35: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 14

Continuation of Account 2114

Acct# Description Am~ Units x Rate Total

Wrap Distant 0 e ... 1 1,100 Subtotal

Overtime allowance 10 % 1 0 Personal Equipment Rental Car Allowance Computer Rental 6 Wee ... 1 50 800 Computer Supplies 16 Wee ... 1 50 800 Total

FICA 6.2% 35 ,776 2,218 FUI 0.8% 7,000 56 SUI 5% 7,000 350 VVorkmen's Comp 3.98% 35,776 1,424 Medicare 1.45% 35,776 519 Payroll Svc. 0.5% 35,776 179 Vacation/Holiday 7.71 % 35,776 2,762 44 ,883

2116 Payroll Secretary

Prep Local 5 e ... 1 1,000 5,000 Shoot Local 4 1 1,000 4 ,000 Wrap Local 1 1,000 3,000 Prep Distant e ... 1 660 0 Shoot Distant 0 Wee ... 1 660 0 Wrap Distant 0 Wee ... 1 660 0 Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 12,000 744 FUI O.~% 7,000 56 SUI 5% 7,000 350 VVorkmen's Comp 3.98% 12,000 478 Medicare 1.45% 12,000 174 Payroll Svc. 0.5% 12,000 60 13,862

2118 Location Manager

Union: Prep Local 5 e ... 1 2,200 11,000 Shoot Local 4 Wee ... 1 2 ,200 8,800

p Local 1 VVeek 1 2 ,200 2,200 Prep Distant 0 Dist... 1 3,017.14 0 Shoot Distant 0. 0 Dist... 1 3,017.14 0 Wrap Distant 0 Dist... 1 3,017.14 0 Subtotal 22,000

Non-Union: Prep Local 0 Wee ... 1 1,050 0 Shoot Local 0. 0 e ... 1 1,050 0

Bob Koster Superbudget, 7 .2, Feb 25, 2016

Page 36: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 15

Continuation of Account 2118

Acct# Description Amt Units x Rate SubT Total -

Wrap Local 0 Wee ... 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0 Shoot Distant 0.00 Wee ... 1 1,320 0 Wrap Distant 0 Wee ... 1 1,320 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Computer Rental 10 IVVee ... 1 50 500 Computer Supplies Car Allowance 10 Wee ... 1 250 2,500 Mileage Allowance 0 Mile 1 0.3 0 Total

FICA 6.2% 22,000 1,364 FUI 0.8% 7,000 56

SUI 5% 7,000 350 Workmen 's Comp 3.98% 22,000 876 Medicare 1.45% 22,000 319 Payroll Svc. 0.5% 22,000 110 Vacation/Holiday 7.719% 22,000 1,698 Teamsters 2 Hours 1,474.5 1,474 31 ,247

2119 Ass't Location Mgr

Union: Prep Local 0 Wee ... 1 1, 150 0 Shoot Local 0.00 Wee ... 1 1, 150 0 Wrap Local 0 Wee .. . 1 1, 150 0 Prep Distant 0 Dist. .. 1 1,577 .14 0 Shoot Distant 0.00 Dist. .. 1 1,577.14 0 Wrap Distant 0 Dist... 1 1,577.14 0

Subtotal 0

Non-Union: Prep Local 3 Wee ... 1 750 2,250 Shoot Local 5 Wee ... 1 750 3,750 Wrap Local 1 Week 1 750 750 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Wee ... 1 660 0 Wrap Distant 0 Wee ... 1 660 0 Subtotal 6,750

Overtime allowance 10 % 1 0 0 Computer Rental Computer Supplies Car Allowance 9 Wee ... 1 200 1,800 Mileage Allowance 5,000 Mile 1 0.52 2,600 Tota l

FICA 6.2% 6,750 418 FUI 0.8% 6,750 54 SUI 5% 6,750 338

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 37: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 16

Acct# Description Amt Units x Rate SubT Total :

~ Wor1<men's Comp 1'!1A 3.98% 6,750 269 Medicare 1.4~% 6,750 98 Payroll Svc. I ,.:~" 0.5% 6,750 34 12,360

Account Total for 2100 294,660 ! " '

~ . - ~ . , .. .

2200 Art Direction , ."'\ ~ '

2201 Production Designer I ;

Union: Prep Local 4 Wee ... 1 5,000 20,000 Shoot Local 4 Wee .. . 1 5,000 20,000 Prep Distant 1 Dist... 1 6,000 6,000 Shoot Distant o.po Dist... 1 6,000 0

Subtotal . ,, >. 46,000

Non-Union: I Prep Local 0 Wee ... 1 1,050 0 Shoot Local . 0.00 Wee ... 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0 Shoot Distant ~': ~ 0.00 [VVee .. . 1 1,320 0

Subtotal 0

Overtime allowance ('" r 10 % 1 0 0 Personal Equipment Rental . Car Allowance ~ o [VVee ... 1 200 2,000

!Total FICA 6.2% 46,000 2,852 FUI o.q% 7,000 56

SUI 5% 7,000 350 Wor1<men's Comp 3.98% 46,000 1,831

Medicare 1.45% 46,000 667 . Payroll Svc. 0.5% 46,000 230

Vacation/Holiday 7.719% 46,000 3,551

IATSE r:!~I , 12 Hours 1,356.54 1,357 58,893

~ccount Total for 2200 58,893 ... ' . .[

.

' .. -

2400 Set Decoration I .-.. ,< •n .f ... l

2401 Set Decorator I ·./ t ,. l

Union: Prep Local 4 Wee ... 1 2,254.70 9,019 Shoot Local 4 Wee ... 1 2,254.70 9,019 Wrap Local 1 Week 1 2,254.70 2,255 Prep Distant 0 Dist... 1 3,092 .16 0 Shoot Distant 0.00 Dist.. . 1 3,092.16 0 Wrap Distant } . 10 Dist... 1 3,092.16 0

Subtotal •4 "' 20,292

Bob KosterSuperbudget, 7.2, Feb 25, 2016

Page 38: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 17

Continuation of Account 2401

Acct# Description Amt Units x Rate SubT Total

Non-Union: Prep Local 0 Wee ... 1 1 ,050 0

Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 Wee ... 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0 Shoot Distant 0.00 Wee ... 1 1,320 . 0 [Wrap Distant 0 Wee ... 1 1,320 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 20,292 .3 1,258 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 20,292.3 808 Medicare 1.45% 20,292 .3 294 Payroll Svc. 0.5% 20 ,292.3 101 Vacation/Holiday 7.719% 20 ,292 .3 1,566

IATSE 2 Hours 1,327.05 1,327 26 ,053

2402 Lead Man

Union: Prep Local 3 Wee .. . 1 1,990.80 5,972 Shoot Local 4 Wee ... 1 1,990.80 7,963 Wrap Local 1 Week 1 1,990.80 1,991 Prep Distant 0 Dist... 1 2,730.24 0 Shoot Distant 0.00 Dist... 1 2,730.24 0 Wrap Distant 0 Dist. .. 1 2,730.24 0

Subtotal 15,926

Non-Union: Prep Local 0 IWee ... 1 875 0 Shoot Local 0.00 IWee ... 1 875 0 Wrap Local 0 IWee ... 1 875 0 Prep Distant 0 IWee ... 1 1, 100 0 Shoot Distant 0.00 IWee ... 1 1>100 0 !Wrap Distant 0 IWee ... 1 1, 100 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 15,926.4 987 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 15,926.4 634

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 39: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 18

Acct# Description Amt Units x Rate SubT Total Medicare 1.45% 15,926.4 231 Payroll Svc. 0.5% 15,926.4 80 Vacation/Holiday 7.719% 15,926.4 1,229 IATSE 2 Hours 1, 179.6 1, 180 20,673

2403 Swing Gang

Union : Swing Gang #1 Prep Local 3 e ... 2 1,859 .90 11 , 159 Shoot Local 4 e ... 2 1,859 .90 14,879 'Nrap Local 1 VVeek 2 1,859.90 3,720 Prep Distant 0 Dist... 1 2,550.72 0 Shoot Distant 0.00 Dist... 1 2,550.72 0 Wrap Distant 0 Dist... 1 2,550.72 0 Union: Swing Gang #2 Prep Local 0 e ... 1 1,859.90 0 Shoot Local 0.00 e ... 1 1,859.90 0 Wrap Local 0 e ... 1 1,859.90 0 Prep Distant 0 Dist... 1 2,550.72 0 Shoot Distant 0.00 Dist... 1 2,550.72 0 Wrap Distant 0 Dist... 1 2,550.72 0 Union: Swing Gang #3 Prep Local 0 e ... 1 1,859.90 0 Shoot Local 0.00 e ... 1 1,859.90 0 Wrap Local 0 VVee ... 1 1,859.90 0 Prep Distant 0 Dist... 1 2,550.72 0 Shoot Distant 0.00 Dist... 1 2,550.72 0 Wrap Distant 0 Dist. .. 1 2,550.72 0

Subtotal 29,758

Non-Union: Swing Gang #1 Prep Local 0 e ... 1 525 0 Shoot Local 0.00 e ... 1 525 0 Wrap Local lo e ... 1 525 0 Prep Distant 0 e ... 1 660 0 Shoot Distant 0.00 e ... 1 660 0 Wrap Distant 0 e ... 1 660 0 Non-Union: Swing Gang #2 Prep Local 0 e ... 1 525 0 Shoot Local 0.00 e ... 1 525 0 Wrap Local 0 e ... 1 525 0 Prep Distant 0 e ... 1 660 0 Shoot Distant 0.00 e ... 1 660 0 Wrap Distant 0 e ... 1 660 0 Non-Union : Swing Gang #3 Prep Local 0 e ... 1 525 0 Shoot Local 0.00 e ... 1 525 0

p Local 0 e ... 1 525 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 40: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 19

Continuation of Account 2403

Acct# Description Amt Units x Rate SubT Total -

Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Wee ... 1 660 0 !Wrap Distant 0 Wee ... 1 660 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance :Total

FICA 6.2% 29 ,758.4 1,845 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 29,758.4 1, 184 Medicare 1.45% 29 ,758.4 431 Payroll Svc. 0.5% 29,758.4 149 Vacation/Holiday 7.719% 29,758.4 2,297 IATSE 2 Hours 1,179.6 1, 180 37,251

2415 Dressing Rentals . 1 Allow 1 40,000 40,000

Total 40 ,000

Account Total for 2400 123,977 -

2500 Property Department

2501 Property Master

Union: Prep Local 3 Wee ... 1 2,254 .70 6,764 Shoot Local 4 Wee ... 1 2,254.70 9,019 Wrap Local 1 Week 1 2,254.70 2,255 Prep Distant 0 Dist. .. 1 3,092.16 0 Shoot Distant 0.00 Dist. .. 1 3,092 .16 0 Wrap Distant 0 Dist. .. 1 3,092 .16 0 -Subtotal 18,038

Non-Union: Prep Local 0 Wee .. . 1 1,050 0 Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 Wee ... 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0 Shoot Distant 0.00 Wee ... 1 1,320 0 Wrap Distant 0 Wee ... 1 1,320 0 Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance :Total

FICA 6.2% 18,037.6 1, 118

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 41: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 20

Acct# Description Amt Units x Rate SubT Total

FUI I 1rnA 0.8% :~~ I• 7,000 56 SUI 5% 7,000 350 VVorkmen's Comp 3.98% 18,037.6 718 Medicare 1.45% 18,037.6 262 Payroll Svc. 0.5% 18,037.6 90 Vacation/Holiday 7.719% 18,037.6 1,392 IATSE 2 Hours 1,179.6 1, 180 23,203

2502 Assistant Prop Master .. Union : Prep Local 3 Wee ... 1 1,990.80 5,972 Shoot Local

' 4 Wee ... 2 1,990.80 15,926

Wrap Local 1 Week 1 1,990.80 1,991 Prep Distant 0 Dist... 1 2,730.24 0 Shoot Distant 0.00 Dist... 1 2 ,730.24 0 Wrap Distant ,o Dist... 1 2,730.24 0

Subtotal '"' ~ - 23,890

Non-Union: .. I

Prep Local 0 Wee ... 1 875 0 Shoot Local 0.00 Wee ... 1 875 0 Wrap Local 0 Wee ... 1 875 0 Prep Distant 0 Wee ... 1 1, 100 0 Shoot Distant ~ 0.00 Wee ... 1 1, 100 0

Wrap Distant f ' 'I. 0 Wee ... 1 1, 100 0

Subtotal 0

Overtime allowance ·o % 1 0 0

Personal Equipment Rental I

Car Allowance 1f, •t.: I

Total FICA 6.2% 23,889 .6 1,481 FUI . 0.8% 7,000 56 SUI 5Yo 7,000 350 VVorkmen's Comp 3.98% 23,889.6 951 Medicare 1.45% 23 ,889.6 346 Payroll Svc. 0.5% 23,889.6 119 Vacation/Holiday 7.719% 23,889.6 1,844

IATSE • ,. ' 12 Hours 1,179.6 1, 180 30,217

2505 Rentals I ., . 1 Allow 1 35,000 35,000

Total I 35 ,000

Account Total for 2500 ' ·' 88,420 . . -

~ . -- . - , ..... ~ ' . .. "~ ............... - ~ '

2600 Camera Operations Lll 0 .::J

2601 Director of Photography I . ~ I E lC .J1\

I

Bob Koster Superbudget, 7.2 , Feb 25, 2016

Page 42: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 21

Continuation of Account 2601

Acct# Description Amt Units x Rate SubT Total

Union: Prep Local 4 Wee ... 1 3,500 14,000 Shoot Local 4 Wee ... 1 5,000 20,000 Prep Distant 0 Dist... 1 12,000 0 Shoot Distant 0.00 Dist... 1 12,000 0

Subtotal 34,000

Non-Union: Prep Local 0 Wee ... 1 5,000 0 Shoot Local 0.00 Wee ... 1 5,000 0 Prep Distant 0 Wee ... 1 7,500 0 Shoot Distant 0.00 Wee ... 1 7,500 0

Subtotal 0

Kit Rental 4 Wee .. . 1 2,000 8,000 Total

FICA 6.2% 34 ,000 2,108 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 34,000 1,353 Medicare 1.45% 34 ,000 493 Payroll Svc. 0.5% 34 ,000 170 Vacation/Holiday 7.719% 34 ,000 2,624 IATSE 2 Hours 1,179.6 1, 180 50,334

2602 Operator

Union: Shoot Local 4 Wee .. . 1 3,252.9 13,012 Shoot Distant 0.00 Dist. .. 1 4,461 .12 0 Subtotal 13,012 -Non-Union: Shoot Local 0.00 Wee ... 1 1,050 0 Shoot Distant 0.00 Wee .. . 1 1,320 0

Subtotal 0 -----Overtime allowance 10 % 1 0 0 Travel Total

FICA 6 .2% 13 ,011 .6 807 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 13,011 .6 518 Medicare 1.45% 13,011.6 189 Payroll Svc. 0.5% 13,011 .6 65 Vacation/Holiday 7.719% 13,011 .6 1,004 IATSE 2 Hours 589.8 590 16,590

2603 1st Assistant Camera

Union:

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 43: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 22

Continuation of Account 2603

Acct# Description Amt Units x Rate SubT Total

Prep Local 0.2 Wee ... 1 2,354.1 471 Shoot Local 4 e .. . 1 2,354.1 9,416 Wrap Local 0.2 Wee ... 1 2,354.1 471 Prep Distant } 0 Dist. .. 1 3,228.48 0 Shoot Distant 0.00 Dist... 1 3,228.48 0 Wrap Distant 0 Dist.. . 1 3,228.48 0

Subtotal 10,358

Non-Union: Prep Local 0 1 875 0 Shoot Local 1 875 0 Wrap Local 1 875 0 Prep Distant 1 1, 100 0 Shoot Distant e ... 1 1, 100 0 Wrap Distant 0 Wee ... 1 1, 100 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Ditty Bag Rental 0.00 e ... 1 250 0 Total

FICA 6.2% 10,358.04 642 FUI 0.8% 7,000 56 SUI 5~ 7,000 350 Workmen's Comp 3.98% 10,358 .04 412 Medicare 1.45 Yo 10,358.04 150 Payroll Svc. 0.5% 10,358.04 52 Vacation/Holiday 7.719% 10,358.04 800 12,820

2604 2nd Assistant Camera

Union: Prep Local 0.2 Wee ... 1 2 ,163 433 Shoot Local 4 e ... 1 2,163 8,652 Wrap Local 0,2 e ... 1 2,163 433 Prep Distant 0 Dist... 1 2,966.4 0 Shoot Distant 0.00 Dist... 1 2,966.4 0 Wrap Distant 0 Dist. .. 1 2,966.4 0

Subtotal 9,517

Non-Union: Prep Local 0 e ... 1 525 0 Shoot Local 0.00 e ... 1 525 0

p Local lo e ... 1 525 0

Prep Distant 0 e ... 1 660 0 Shoot Distant 0.00 e ... 1 660 0 Wrap Distant 0 e ... 1 660 O'

Subtotal 0

Overtime allowance 10 1 0 0 Ditty Bag Rental 0.00 e ... 1 250 0

Bob Koster Superbudget, 7.2, Feb 25 , 2016

Page 44: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 23

Continuation of Account 2604

Acct# Description Amt Units x Rate SubT Total

Total FICA 6.2% 9,517.2 590

FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 9,517.2 379 Medicare 1.45% 9,517.2 138 Payroll Svc. 0.5% 9,517.2 48 Vacation/Holiday 7.719% 9,517.2 735 IATSE 2 Hours 648.78 649 12,461

2605 Extra Operator

Union Shoot 8 Days 1 613.34 4,907 Non-Union Shoot 0 Days 1 210 0 Overtime allowance 10 % 1 0 0 Total

FICA 6.2% 4,906 .72 304

FUI 0.8% 4,906 .72 39 SUI 5% 4,906.72 245 Workmen 's Comp 3.98% 4,906.72 195

Medicare 1.45% 4 ,906 .72 71

Payroll Svc. 0.5% 4,906 .72 25 Vacation/Holiday 7.719% 4,906 .72 379 IATSE ' 2 Hours 157.28 157 6,323

2606 Extra Assistants

Union Shoot 8 Days 2 532.14 8,514

Non-Union Shoot 0 Days 1 210 0 Overtime allowance 10 % 1 0 0 Total

FICA 6.2% 8,514.24 528 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 8,514.24 339 Medicare 1.45% 8,514.24 123

Payroll Svc. 0.5% 8,514.24 43 Vacation/Holiday 7.719% 8,514 .24 657 IATSE 2 Hours 157.28 157 10,768 -

2607 Digital Loader

Union Shoot 24 Days 1 348.18 8,356 Non-Union Shoot 0 Days 1 210 0 Overtime allowance 10 % 1 0 0 Total

FICA 6.2% 8,356 .32 518

FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 8,356 .32 333

Bob Koster Superbudget, 7.2, Feb 25 , 2016

Page 45: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 24

Acct# Description Amt, Units x Rate SubT Total .

,._...,, Medicare 1.45% 8,356.32 121 Payroll Svc. 0.5% 8,356.32 42 Vacation/Holiday 7.719% 8,356.32 645 IATSE r- "- llJ H 2 Hours 471 .84 472 10,893

2608 DIT ~\ l r-1' I \

Shoot 26 Days 1 500 13,000 Overtime allowance ,., 0 % 1 0 0 Total 6 .2~o FICA 13,000 806

FUI 0.8% 7,000 56 SUI t 5!Yo 7 ,000 350 VVorkmen's Comp 3.98% 13,000 517 Medicare 1.45% 13,000 188 Payroll Svc.

'~ 0.5% 13,000 65 14,983

2609 Steadicam Equipment r

- 't 6 Days 1 1,000 6 ,000

Total 6 ,000

2611 Camera Package " I

Basic Camera Package 14 ~e ... 1 5.000 I 20.000 Extra Cameras 8 Days 1 750 6,000

,l"

Total ' 26 ,000 - -··-- - ·---· ~ ......... 2614 Video Assist

Camera Tap Rental 4 Wee ... 1 200 800 Monitor 4 Wee ... 1 200 800 Cassette Recorder

I ' ,,

Cassette Purchases Operator 24 Days 1 217.48 5 ,220 Extra Equipment

~ ~ ' I\ Total I

FICA 6.2% 5,219.52 324 FUI 0.8% 5,219.52 42 ·' SUI 5% 5,219.52 261 VVorkmen 's Comp 3.98% 5,219.52 208

I Medicare 1.45% 5,219.52 76 Vacation/Holiday 7.719% 5,219.52 403 8 ,132

2615 Stillsman '-'v v v

- . . .. - . Union:

.. ...... -- . ,.,.,,., ......

Prep Local ~ Wee ... 1 2 ,823.1 0

Shoot Local I

Wee ... 1 2 ,823.1 11 ,292 Wrap Local p Wee ... 1 2 ,823.1 0 Prep Distant p Dist... 1 3,871 .68 0

,

Shoot Distant 0.00 Dist... 1 3,871 .69 0 Wrap Distant p Dist... 1 3,871 .68 0

'-'· #~ • .....

I ~

,

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 46: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 25

Continuation of Account 2615

Acct# Description Amt Units x Rate SubT Total

Subtotal 11 ,292

Non-Union : Prep Local 0 Wee ... 1 875 0 Shoot Local 0.00 Wee ... 1 875 0 Wrap Local 0 Wee ... 1 875 0 Prep Distant 0 Wee .. . 1 1, 100 0 Shoot Distant 0.00 Wee .. . 1 1, 100 0 Wrap Distant 0 Wee ... 1 1, 100 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Total

FICA 6.2% 11,292.4 700 FUI 0.8% 7,000 56 SUI 5% 7,000 350 \l\lorkmen's Comp 3.98% 11 ,292.4 449 Medicare 1.45% 11 ,292 .4 164 Payroll Svc. 0.5% 11 ,292.4 56 Vacation/Holiday 7.719% 11 ,292.4 872 13,940 ,..._

2616 Still Equipment

Cameras 4 Wee ... 1 375 1,500 Special Cameras Gallery Rental

Still Film Lab Polaroid Cameras Polaroid Film

Total 1,500 ...___ -Account Total for 2600 190,744

2700 Electric Operations

2701 Chief Lighting Technician ,

Union: Prep Local 1 Week 1 2,254 .70 2,255 Shoot Local 4 Wee ... 1 2 ,254.70 9,019

Wrap Local 0.3 Wee ... 1 2,254.70 676 Prep Distant 0 Dist. .. 1 3,092.16 0 Shoot Distant 0.00 Dist... 1 3,092.16 0 Wrap Distant 0 Dist. .. 1 3,092.16 0

Subtotal 11 ,950

Non-Union: Prep Local 0 Wee ... 1 1,050 0 Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 Wee ... 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 47: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 26

Continuation of Account 2701

Acct# Description Amt Units x Rate SubT Total

Shoot Distant 0.00 e ... 1 1,320 OT 'Nrap Distant 0 e ... 1 1,320 0

Subtotal 0

Overtime allowance 10 % 1 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 11 ,949.91 741 FUI 0.8% 7,000 56 SUI 5% 7,000 350 VVorkmen's Comp 3.98

1% 11 ,949 .91 476

Medicare 1.45% 11 ,949.91 173

Payroll Svc. 0.5% 11 ,949.91 60 Vacation/Holiday 7.719% 11,949.91 922 IATSE 2 Hours 781.48 781 15,509

702 Best Boy

Union: Prep Local 2 e ... 1 2,039.10 4,078 Shoot Local 4 e ... 1 2,039.10 8,156 'Nrap Local 1 VVeek 1 2,039.10 2,039

Prep Distant 0 Dist... 1 2,796.48 0 Shoot Distant 0.00 Dist... 1 2,796.48 0 'Nrap Distant 0 Dist... 1 2,796.48 0

Subtotal 14,274

Non-Union: Prep Local 0 VVee .. . 1 875 0 Shoot Local 0.00 VVee ... 1 875 0 'Nrap Local 0 VVee .. . 1 875 0 Prep Distant 0 e .. . 1 1, 100 0 Shoot Distant 0.00 e .. . 1 1, 100 0 'Nrap Distant 0 VVee .. . 1 1, 100

Subtotal

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance

otal FICA 6.2% 14,273.7 885 FUI 0.81% 7,000 56 SUI 5% 7,000 350 VVorkmen's Comp 3 . 9~% 14,273.7 568 Medicare 1.45% 14,273.7 207 Payroll Svc. 0.5% 14,273.7 71 Vacation/Holiday 7.719% 14,273.7 1, 102 IATSE 2 Hours 1,032.15 1,032 18,545

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 48: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 27

Acct# Description Amt Units x Rate SubT Total

2703 Electricians

Union: Electrician #1 Prep Local 1 Week 1 1,947.40 1,947 Shoot Local 4 Wee ... 1 1,947.40 7,790 Wrap Local 1 Week 1 1,947 .40 1,947 Prep Distant 0 Dist. .. 1 2,670 .72 0 Shoot Distant 0.00 Dist... 1 2,670 .72 0 Wrap Distant 0 Dist... 1 2,670 .72 0

Union: Electrician #2 Prep Local 1 Week 1 1,947 .40 1,947 Shoot Local 4 Wee .. . 1 1,947.40 7,790 Wrap Local 1 Week 1 1,947 .40 1,947 Prep Distant 0 Dist. .. 1 2,670 .72 0 Shoot Distant 0.00 Dist... 1 2,670 .72 0 Wrap Distant 0 Dist. .. 1 2,670 .72 0

Un ion : Electrician #3 Prep Local 0 !Wee ... 1 1,947 .40 0

Shoot Local 4 Wee ... 1 1,947.40 7,790 Wrap Local 0 Wee ... 1 1,947 .40 0 Prep Distant 0 Dist. .. 1 2,670.72 0 Shoot Distant 0.00 Dist. .. 1 2,670 .72 0 Wrap Distant 0 Dist. .. 1 2,670.72 0

Union: Electrician #4 Prep Local 0 Wee ... 1 1,947 .40 0 Shoot Local 0 !Wee ... 1 1,947 .40 0 Wrap Local 0 Wee ... 1 1,947.40 0 Prep Distant 0 Dist. .. 1 2,670.72 0 Shoot Distant 0 Dist. .. 1 2,670.72 0 Wrap Distant 0 Dist. .. 1 2,670.72 0

Union: Electrician #5 Prep Local 0 Wee ... 1 1,947.40 0 Shoot Local 0 Wee ... 1 1,947.40 0 Wrap Local 0 !Wee ... 1 1,947.40 0 Prep Distant 0 Dist. .. 1 2,670.72 0 Shoot Distant 0 Dist. .. 1 2,670.72 0 Wrap Distant 0 Dist... 1 2,670.72 0

Union: Electrician #6 Prep Local 0 Wee ... 1 1,947.40 0 Shoot Local 0 Wee ... 1 1,947.40 0 Wrap Local 0 !Wee ... 1 1,947.40 0 Prep Distant 0 Dist... 1 2,670.72 0

Bob Koster Superbudget, 7.2 , Feb 25 , 2016

Page 49: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 28

Continuation of Account 2703

AcctJI. Description Amt Units x Rate SubT Total

Shoot Distant 0 Dist... 1 2,670.72 0 Wrap Distant 0 Dist... 1 2,670.72 0

Subtotal 31 , 158

Non-Union: Electrician #1 Prep Local 0 Wee ... 1 525 0 Shoot Local 0.00 e .. . 3 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant O .,~ Wee ... 3 660 0 Wrap Distant Wee ... 1 660 0 Non-Union: Electrician #2 Prep Local 0 Wee .. . 1 525 0 Shoot Local 0. 0 Wee ... 3 525 0 Wrap Local 0 Wee .. . 1 525 0 Prep Distant 0 Wee .. . 1 660 0 Shoot Distant 0 .1~ Wee ... 3 660 0 Wrap Distant Wee ... 1 660 0 Non-Union: Electrician #3 Prep Local 0 Wee ... 1 525 0 Shoot Local 0.00 Wee ... 3 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Dist... 3 660 0 Wrap Distant 0 Wee ... 1 660 0 Non-Union: Electrician #4 Prep Local 0 Wee ... 1 525 0 Shoot Local 0 Wee ... 3 525 0

p Local 0 e ... 1 525 0 Prep Distant 0 e ... 1 660 0 Shoot Distant 0 Dist... 3 660 0 Wrap Distant 0 Wee ... 1 660 0 Non-Union: Electrician #5 Prep Local 0 Wee ... 1 525 0 Shoot Local 0 Wee ... 3 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0 e ... 3 660 0 Wrap Distant 0 e ... 1 660 0 Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 31 ,158.4 1,932 FUl 0.8°0 21 ,000 168

Bob KosterSuperbudget, 7.2, Feb 25, 2016

Page 50: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 29

Acct# Description Amt Units x Rate SubT Total

SUI 5% 21 ,000 1,050 Workmen's Comp 3.98% 31 ,158.4 1,240 Medicare 1.45% 31 ,158.4 452 Payroll Svc. 0.5% 31 ,158.4 156 Vacation/Holiday 7.719% 31,158.4 2,405 IATSE 2 Hours 2,359 .2 2,359 40,920

2706 Generator Operator

Union : Shoot Local 4 Wee ... 1 2,039.10 8,156 Shoot Distant 0.00 Dist. .. 1 2, 796.48 0

Subtotal 8,156

Non-Union: Shoot Local 0.00 Wee ... 1 875 0 Shoot Distant 0.00 Wee ... 1 1, 100 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 8,156 .4 506 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 8, 156.4 325 Medicare 1.45% 8, 156.4 118 Payroll Svc. 0.5% 8, 156.4 41 Vacation/Holiday . 7.719% 8,156.4 630 10,181

2709 Generator Rental

Generator 4 Wee ... 1 800 3,200 Gas & Oil 4 Wee .. . 1 250 1,000

Total 4,200

2710 Equipment Rentals

Studio Electric Package Location Electric Package 5 Wee ... 1 7,500 37,500 HMI Lights Rentals HMI Lights Time Charges Dimmers/Transformers ~res

Extra Night Package Electric Box Rentals

Total 37 ,500

Account Total for 2700 126,855

2800 Grip Operations

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 51: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 30

Acct# Description Amt Units x Rate SubT Total

2801 Key Grip

Union: Prep Local 1 Week 1 2,254.70 2,255 Shoot Local 4 e ... 1 2,254.70 9,019 Wrap Local 1 Week 1 2,254 .70 2,255 Prep Distant 0 Dist... 1 3,092 .16 0 Shoot Distant 0.00 Dist... 1 3,092 .16 0 Wrap Distant 0 Dist... 1 3,092.16 0 Subtotal 13,528

Non-Union: Prep Local 0 e ... 1 1,050 0 Shoot Local 0.00 e ... 1 1,050 0 Wrap Local 0 e ... 1 1,050 0 Prep Distant 10 e ... 1 1,320 0 Shoot Distant 0.00 e ... 1 1,320 0 Wrap Distant 0 e .. . 1 1,320 0

Subtotal 0

Overtime allowance 10 1 0 0 Personal Equipment Rental 5 e ... 1 250 1,250 Car Allowance

otal FICA 6.2% 13,528.2 839 FUI 0.8i% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3 . 9~% 13,528.2 538 Medicare 1.4~% 13,528.2 196 Payroll Svc. 0. % 13,528.2 68 Vacation/Holiday 7.71 9% 13,528.2 1,044 IATSE 2 Hours 884.7 885 18,754

2803 Dolly Grip

Union: Prep Local 0.2 Wee ... 1 2, 112.6 423 Shoot Local 4 e ... 1 2, 112.6 8,450 Wrap Local .2 e ... 1 2, 112.6 423 Prep Distant 0 Dist... 1 2,897.28 0 Shoot Distant 0. 0 Dist... 1 2,897.28 0 Wrap Distant 0 Dist. .. 1 2,897.28 0 Subtotal 9,295

Non-Union: Prep Local 0 Wee ... 1 875 0 Shoot Local 0.00 Wee ... 1 875 0

p Local 0 Wee ... 1 875 0 Prep Distant 10 Wee ... 1 1,100 0 Shoot Distant 0.00 e ... 1 1, 100 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 52: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 31

Continuation of Account 2803

Acct# Description Amt Units x Rate SubT Total

Wrap Distant 0 Wee ... 1 1, 100 0 Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 9,295 .44 576 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen 's Comp 3.98% 9,295.44 370 Medicare 1.45% 9,295.44 135 Payroll Svc. 0.5% 9,295.44 46 Vacation/Holiday 7.719% 9,295.44 718 IATSE 2 Hours 648.78 649 12,195

2806 Company Grips

Union: Grip #1 Prep Local 0.4 Wee ... 1 1,947.40 779 Shoot Local 4 Wee ... 1 1,947.40 7,790 Wrap Local 0.4 Wee ... 1 1,947.40 779 Prep Distant 0 Dist. .. 1 2,670.72 0 Shoot Distant 0.00 Dist... 1 2,670.72 0 Wrap Distant 0 Dist. .. 1 2,670.72 0

Union: Grip #2 Prep Local 0.4 Wee ... 1 1,947.40 779 Shoot Local 4 Wee ... 1 1,947.40 7,790 Wrap Local 0.4 Wee ... 1 1,947.40 779 Prep Distant 0 Dist. .. 1 2,670 .72 0 Shoot Distant 0.00 Dist. .. 1 2,670 .72 0 Wrap Distant 0 Dist. .. 1 2,670 .72 0

Union: Grip #3 Prep Local 0 Wee ... 1 1,947.40 0 Shoot Local 0.00 Wee ... 1 1,947.40 0 Wrap Local 0 !Wee ... 1 1,947 .40 0 Prep Distant 0 Dist. .. 1 2,670.72 0 Shoot Distant 0.00 Dist. .. 1 2,670.72 0 Wrap Distant 0 Dist. .. 1 2,670.72 0

Union: Grip #4 Prep Local 0 Wee .. . 1 1,947 .40 0 Shoot Local 0 Wee ... 1 1,947.40 0 Wrap Local 0 !Wee ... 1 1,947.40 0 Prep Distant 0 Dist... 1 2,670 .72 0 Shoot Distant 0 Dist. .. 1 2,670.72 0

Bob Koster Superbudget, 7.2 , Feb 25, 2016

Page 53: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 32

Continuation of Account 2806

Acct# Description Amt Units x Rate SubT Total

Wrap Distant 0 Dist... 1 2,670.72 0

Union: Grip #5 Prep Local 0 e ... 1 1,947.40 0 Shoot Local 0 e ... 1 1,947.40 0 Wrap Local 0 Wee ... 1 1,947.40 0 Prep Distant 0 Dist... 1 2,670.72 0 Shoot Distant 0 Dist... 1 2,670.72 0 Wrap Distant 0 Dist... 1 2,670.72 0

Union: Grip #6 Prep Local 0 e ... 1 1,947.40 0 Shoot Local 0 Wee ... 1 1,947.40 0 Wrap Local 0 Wee ... 1 1,947.40 0 Prep Distant 0 Dist... 1 2,670.72 0 c Shoot Distant 0 Dist... 1 2,670.72 0 Wrap Distant 0 Dist... 1 2,670.72 0

Union: Grip #7 Prep Local 0 e ... 1 1,947 .40 0 Shoot Local 0 Wee ... 1 1,947.40 0 Wrap Local 0 Wee ... 1 1,947.40 0 Prep Distant 0 Dist... 1 2,670.72 0 Shoot Distant 0 Dist... 1 2,670.72 0 Wrap Distant 0 Dist... 1 2,670 .72 0 Subtotal 18,695

Non-Union: Grip #1 Prep Local 0 Wee ... 1 525 0 Shoot Local 0.00 e ... 1 525 0 Wrap Local 0 e ... 1 525 0 Prep Distant 0 e ... 1 660 0 Shoot Distant 0.00 1 660 0 Wrap Distant 1 660 0

Non-Union: Grip #2 Prep Local 0 e ... 1 525 0 Shoot Local 0.00 e ... 1 525 0 Wrap Local 0 e ... 1 525 0 Prep Distant 0 e ... 1 660 0 Shoot Distant 0.00 e ... 1 660 0 Wrap Distant 0 e ... 1 660 0

Non-Union: Grip #3 Prep Local 0 e ... 1 525 0 Shoot Local 0.00 e ... 1 525 0 Wrap Local 0 e .. . 1 525 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 54: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 33

Continuation of Account 2806

Acct# Description Amt Units x Rate SubT Total

Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Dist. .. 1 660 0 Wrap Distant 0 Wee ... 1 660 0

Non-Union: Grip #4 Prep Local 0 Wee ... 1 525 0 Shoot Local 0.00 Wee ... 1 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Dist... 1 660 0 Wrap Distant 0 Wee ... 1 660 0

Non-Union: Grip #5 Prep Local 0 Wee .. . 1 525 0 Shoot Local 0.00 Wee ... 1 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Dist... 1 660 0 Wrap Distant 0 Wee ... 1 660 0

Non-Union : Grip #6 Prep Local 0 Wee ... 1 525 0 Shoot Local 0.00 Wee ... 1 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Dist... 1 660 0 Wrap Distant 0 Wee ... 1 660 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 18,695.04 1, 159 FUI 0.8% 14,000 112

I SUI 5% 14,000 700 Workmen's Comp 3.98% 18,695.04 744 Medicare 1.45% 18,695.04 271 Payroll Svc. 0.5% 18,695.04 93 Vacation/Holiday 7.719% 18,695 .04 1,443 IATSE 2 Hours 1,415.52 1,416 24,633

2812 Grip Package

Grip Package Rental 5 Wee ... 1 4,000 20,000

Total 20 ,000

fa~olly Rental -

jWestem Dolly

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 55: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 34

Continuation of Account 2814

Acct# Description Amt Units x Rate SubT Total

Doorway Dolly Peewee 5 Wee ... 1 750 3,750 Hustler Elemack Dolly Track Risers Jib Arms Outriggers Remote Control Dollies Computer Control Systems

Total 3,750

Account Total for 2800 79,332

2900 Production Sound

2901 Production Mixer

Union: Prep Local 0.4 1 3,629.5 1,452 Shoot Local 1 3,629.5 14,518 wrap Local e ... 1 3,629.5 726 Prep Distant Dist... 1 4,977.6 0 Shoot Distant Dist... 1 4,977.6 0 wrap Distant Dist... 1 4,977.6 0 Subtotal 16,696

Non-Union: Prep Local 0 e ... 1 1,050 0 Shoot Local 0.00 e ... 1 1,050 0 wrap Local lo e ... 1 1,050 0 Prep Distant 0 e ... 1 1,320 0 Shoot Distant 0.00 Wee ... 1 1,320 0 wrap Distant 0 Wee ... 1 1,320

Subtotal

Overtime allowance 10 % 1 0 Personal Equipment Rental Car Allowance

otal FICA 6.2% 16,695.7 1,035 FUI 0.8% 7 ,000 56 SUI 5% 7,000 350 \Norkmen's Comp 3.98% 16,695.7 664 Medicare 1.45% 16,695.7 242 Payroll Svc. 0.5% 16,695.7 83 Vacation/Holiday 7.719% 16,695 .7 1,289 IATSE 2 Hours 678.27 678 21 ,094

2902 Boom Operator

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 56: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 35

Continuation of Account 2902

Acct# Description Amt Units x Rate SubT Total -- -Union: Prep Local 0.2 Wee .. . 1 2,447.9 490 Shoot Local 4 Wee ... 1 2,447 .9 9,792 Wrap Local 0 Wee .. . 1 2,447 .9 0 Prep Distant 0 Dist. .. 1 3,357.12 0 Shoot Distant 0.00 Dist... 1 3,357.12 0 Wrap Distant 0 Dist. .. 1 3,357 .12 0

Subtotal 10,281

Non-Union Prep Local 0 Wee .. . 1 875 0 Shoot Local 0.00 Wee ... 1 875 0 Wrap Local 0 Wee ... 1 875 0 Prep Distant 0 Wee .. . 1 1, 100 0 Shoot Distant 0.00 Wee .. . 1 1, 100 0

Wrap Distant 0 Wee .. . 1 1, 100 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental 4 Wee ... 1 200 800 Car Allowance Total

FICA 6.2% 10,281 .18 637 FUI 0.8% 7,000 56 SUI 5% 7,000 350 \/Vorkmen's Comp 3.98% 10,281 .18 409 Medicare 1.45% 10,281 .18 149

Payroll Svc. 0.5% 10,281 .18 51 Vacation/Holiday 7.719% 10,281 .18 794 IATSE 2 Hours 619.29 619 14,147 -

2903 Cable Puller -

Union : Prep Local 0 Wee .. . 1 2,447.9 0 Shoot Local 0 Wee ... 1 2,447.9 0 Wrap Local 0 Wee .. . 1 2,447 .9 0 Prep Distant 0 Dist... 1 3,357 .12 0 Shoot Distant 0 Dist. .. 1 3,357.12 0

Wrap Distant 0 Dist... 1 3,357 .12 0 -Subtotal 0

Non-Union: Prep Local 0 Wee ... 1 525 0 Shoot Local 0.00 Wee ... 1 525 0 Wrap Local 0 Wee ... 1 525 0 Prep Distant 0 Wee ... 1 660 0 Shoot Distant 0.00 Wee ... 1 660 0 !Wrap Distant 0 Wee ... 1 660 0

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 57: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 36

Continuation of Account 2903 -..

Acct# Description Amt Units x Rate SubT Total

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental 5 Wee ... 1 125 625 Car Allowance

Total 625

2904 Utility Man ( ' r , -

Union: ~ c·· .. ~ ., .. .-

Prep Local 0.2 Wee ... 1 2,447.9 490 Shoot Local 4 Wee ... 1 2,447.9 9,792 Wrap Local 0.2 Wee ... 1 2,447.9 490 Prep Distant 0 Dist... 1 3,357.12 0 Shoot Distant 0 Dist. .. 1 3,357.12 0 Wrap Distant 0 Dist... 1 3,357.12 0

Subtotal I ' '

< ... l'' I 10,771 '

- I .......--Non-Un ion :

. ~ .. I

Prep Local 0 Wee ... 1 525 0 Shoot Local of~ Wee ... 1 525 0 Wrap Local Wee ... 1 525 0 Prep Distant 10 Wee ... 1 660 0 Shoot Distant a . a~ I Wee ... 1 660 0 Wrap Distant Wee ... 1 660 0

Subtotal I }' -0

.

Overtime allowance 1o % 1 0 0 Personal Equipment Rental

I Car Allowance . Total

FICA 6.2% 10,770.76 668 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 10,770.76 429 Medicare 1.45% 10,770.76 156 Payroll Svc. 0.5% 10,770.76 54 Vacation/Holiday 7.719% 10,770.76 831 IATSE 12 Hours 648.78 649 13,963

2907 Sound Equipment

Sound Package 4 Wee ... 1 2,000 8,000 '

Radio Microphones ;c I

Extra Equipment ·p \ I (

Total 8,000

2910 Purchases ,.. . . ~ .~; .. ,.. I

expendables 1 Allow 1 2,000 2,000 Batteries ~! • ~ '• ~ 11 Allow 1 2,000 2,000

Total I

4,000

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 58: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 37

Acct# Description Amt Units x Rate SubT Total

Account Total for 2900 61,829

3000 Mechanical Effects

3001 Key Man

Union: Prep Local 0 Wee ... 1 2,287.6 0 Shoot Local 1 Week 1 2,287.6 2,288 Wrap Local r 0 Wee ... 1 2,287.6 0 Prep Distant 0 Dist. .. 1 3, 137.28 0 Shoot Distant 0.00 Dist. .. 1 3, 137.28 0 Wrap Distant 0 Dist. .. 1 3,137.28 0

Subtotal 2,288 .... Non-Union: Prep Local 0 Wee ... 1 1,050 0 Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 Wee ... 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0 Shoot Distant 0.00 Wee ... 1 1,320 0 Wrap Distant 0 Wee ... 1 1,320 0 Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 2,287 .6 142 FUI 0.8% 2,287 .6 18 SUI 5% 2,287.6 114 VVorkmen's Comp 3.98% 2,287.6 91 Medicare 1.45% 2,287 .6 33 Payroll Svc. 0.5% 2,287.6 11 Vacation/Holiday 7.719% 2,287 .6 177 IATSE 2 Hours 147.45 147 3,022

3018 FX Package

1 Week 1 1,500 1,500

Total 1,500 ,_ !Account Total for 3000 4,522

' 3300 Wardrobe Department

3301 Costume Designer

Union: Prep Local 2 Wee ... 1 4,000 8,000 Shoot Local 4 Wee ... 1 4,000 16,000 Wrap Local 1 Week 1 4,000 4,000

Bob Koster Superbudget, 7.2, Feb 25 , 2016

Page 59: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 38

Continuation of Account 3301

Acct# Description Amt Units x Rate SubT Total

Prep Distant 0 Dist... 1 4,500 0 Shoot Distant 0 Dist... 1 4,500 0 V\lrap Distant 0 Dist... 1 4,500 0

Subtotal 28,000

Non-Union: Prep Local 0 Wee ... 1 3,000 0 Shoot Local 0 Wee ... 1 3,000 0 V\lrap Local 0 e .. . 1 3,000 0 Prep Distant 0 e ... 1 3,500 Shoot Distant 1 3,500 V\lrap Distant e ... 1 3,500

Subtotal

Personal Equipment Rental Car Allowance Total

FICA 6.2% 28,000 1,736 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 28,000 1, 114 Medicare 1.45% 28,000 406

Payroll Svc. 0.5% 28,000 140

Vacation/Holiday 7.719% 28,000 2, 161

IATSE 2 Hours 1,032.15 1,032 34,996

3303 Men's Costumer

Union: Prep Local 2 e ... 1 2,079.70 4,159

Shoot Local 4 e ... 1 2,079.70 8,319 p Local 1 Week 1 2,079.70 2,080

Prep Distant 0 Dist... 1 2,852.16 0 Shoot Distant 0.00 Dist... 1 2,852.16 0

V\lrap Distant 0 Dist. .. 1 2,852 .16 0

Subtotal 14,558

Non-Union: Prep Local 0 Wee ... 1 1,050 0

Shoot Local 0.00 e ... 1 1,050 0 V\lrap Local 0 e ... 1 1,050 0 Prep Distant 0 e ... 1 1,320 0 Shoot Distant 0 .00 Wee ... 1 1,320

V\lrap Distant 0 Wee ... 1 1,320

Subtotal

Overtime allowance 10 % 1 0 Personal Equipment Rental Car Allowance Total

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 60: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 39

Acct# Description Amt Units x Rate SubT Total

FICA 6.2% 14,557 .9 903 FUI 0.8% 7,000 56 SUI 5% 7,000 350

Workmen's Comp 3.98% 14,557 .9 579

Medicare 1.45% 14,557.9 211 Payroll Svc. 0.5% 14,557 .9 73 Vacation/Holiday 7.719% 14,557 .9 1, 124 IATSE 2 Hours 1,032 .15 1,032 18,886 -

3307 Ladies' Costumers

Un ion : Prep Local 3 Wee .. . 1 2,079.70 6,239 Shoot Local 4 Wee ... 1 2,079.70 8,319 Wrap Local 1 Week 1 2,079.70 2,080 Prep Distant 0 Dist... 1 2,852.16 0 Shoot Distant 0.00 Dist. .. 1 2,852 .16 0 Wrap Distant 0 Dist... 1 2,852 .16 0

Subtotal 16,638

Non-Union : Prep Local 0 Wee ... 1 1,050 0 Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 Wee .. . 1 1,050 0 Prep Distant 0 Wee ... 1 1,320 0 Shoot Distant 0.00 Wee .. . 1 1,320 0 Wrap Distant 0 Wee ... 1 1,320 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental

Car Allowance Total

FICA 6.2% 16,637.6 1,032 FUI 0.8% 7,000 56 SUI 5% 7,000 350 Workmen's Comp 3.98% 16,637.6 662 Medicare 1.45% 16,637.6 241 Payroll Svc. 0.5% 16,637.6 83 Vacation/Holiday 7.719% 16,637.6 1,284 IATSE 2 Hours 1,179.6 1, 180 21 ,526 - -

3313 Rentals

Men's Rentals 1 Allow 1 3,500 3,500 Ladies' Rentals 1 Allow 1 3,500 3,500 Extras Rentals 1 Allow 1 4,000 4,000 All-in Deal

Total 11 ,000

3316 Cleaning

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 61: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 40

Continuation of Account 3316

Acct# Description Amt Units x Rate SubT Total

1 Allow 1 2,500 2,500

Total 2,500

Account Total for 3300 88,908

3400 Makeup & Hair Department

3401 Head Makeup Artist

Union: Prep Local .4 Wee ... 1 2,865.80 1,146 Shoot Local 4 Wee ... 1 2,865.80 11 ,463 Wrap Local 0.2 Wee .. . 1 2,865.80 573 Prep Distant 0 Dist... 1 3,930.24 0 Shoot Distant 0.00 Dist... 1 3,930 .24 0 Wrap Distant 0 Dist... 1 3,930 .24 0

Subtotal 13, 183

Non-Union: Prep Local 0 Wee ... 1 1,050 0 Shoot Local 0.00 Wee ... 1 1,050 0 Wrap Local 0 e .. . 1 1,050 0 Prep Distant 0 e ... 1 1,320 0 Shoot Distant 0.00 Wee .. . 1 1,320 Wrap Distant 0 Wee ... 1 1,320

Subtotal

Overtime allowance 0 % 1 0 Personal Equipment Rental

Car Allowance Total

FICA 6.2Yo 13, 182.68 817 FUI 0.8% 7,000 56 SUI 5% 7,000 350 VVor1<men 's Comp 3.98% 13,182.68 525 Medicare 1.45% 13, 182.68 191 Payroll Svc. 0.5% 13, 182.68 66 Vacation/Holiday 7.719% 13, 182.68 1,018 IATSE 2 Hours 678.27 678 16,884

3402 ssistant Makeup Artist

Union: Prep Local 0.2 e ... 1 2,592.80 519 Shoot Local 4 e ... 1 2,592.80 10,371 Wrap Local 0.2 e ... 1 2,592.80 519 Prep Distant 0 1 3,555.84 0 Shoot Distant 0.00 1 3,555 .84 0

p Distant 0 e ... 1 3,555.84 0 Subtotal 11 ,408

Non-Union:

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 62: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 41

Continuation of Account 3402

Acct# Description Amt Units x Rate SubT Total

Prep Local 0 lwee ... 1 875 0 Shoot Local 0.00 IWee ... 1 875 0

Wrap Local 0 lwee ... 1 875 0 Prep Distant 0 IWee ... 1 1, 100 0

Shoot Distant 0.00 !Wee .. . 1 1, 100 0 Wrap Distant 0 lwee ... 1 1, 100 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental Car Allowance Total

FICA 6.2% 11,408.32 707

FUI 0.8% 7,000 56 SUI 5% 7,000 350

VVorkmen's Comp 3.98% 11 ,408.32 454

Medicare 1.45% 11,408.32 165

Payroll Svc. 0.5% 11 ,408 .32 57 Vacation/Holiday 7.719% 11,408.32 881 IATSE 2 Hours 648.78 649 14,728

3406 Head Hair Stylist

Union: Prep Local 0.2 Wee ... 1 2,865.80 573

Shoot Local 4 Wee ... 1 2,865.80 11,463

Wrap Local 0.2 Wee ... 1 2,865.80 573

Prep Distant 0 Dist. .. 1 3,930.24 0 Shoot Distant 0.00 Dist... 1 3,930.24 0 Wrap Distant 0 Dist... 1 3,930.24 0

Subtotal 12,610

Non-Union: Prep Local 0 lwee ... 1 1,050 0 Shoot Local 0.00 lwee ... 1 1,050 0 Wrap Local 0 IWee ... 1 1,050 0 Prep Distant 0 lwee ... 1 1,320 0 Shoot Distant 0.00 Dist. .. 1 1,320 0 Wrap Distant 0 Wee ... 1 1,320 0

Subtotal 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental '

Car Allowance Total

FICA 6.2% 12,609.52 782 FUI 0.8% 7,000 56

SUI 5% 7,000 350

VVorkmen's Comp 3.98% 12,609.52 502

Medicare 1.45% 12,609.52 183

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 63: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 42 I

Acct# ( Description J n1<\. Amt Units x Rate SubT Total

Payroll Svc. 0.5% 12,609.52 63 . Vacation/Holiday 7.719% 12,609.52 973 IATSE 2 Hours 648.78 649 16,167

3407 Assistant Hair Stylist I >

Union : I Prep Local 0.2 Wee ... 1 2,592.80 519 Shoot Local 4 Wee ... 1 2,592.80 10,371 Wrap Local 0.2 Wee ... 1 2,592.80 519 Prep Distant 0 Wee ... 1 3,555.84 0 Shoot Distant 0.00 Dist... 1 3,555.84 0 Wrap Distant 0 Wee ... 1 3,555.84 0 Subtotal ' .

·~ 11 ,408 I

Non-Union: Prep Local 0 Wee ... 1 875 0 Shoot Local 0.00 Wee ... 1 875 0 Wrap Local 0 Wee ... 1 875 0 Prep Distant 0 Wee ... 1 1, 100 0 Shoot Distant 0.00 Wee ... 1 1, 100 0 Wrap Distant , o Wee ... 1 1, 100 0

Subtotal 'I 0

Overtime allowance 10 % 1 0 0 Personal Equipment Rental

I 't".< l'l

Car Allowance l~ 1 ~

Total FICA 6.2% 11 ,408.32 707

p• FUI 0.8% 7,000 56 • SUI 5% 7,000 350 VVorkmen's Comp 3.98% 11,408.32 454 Medicare 1.45% 11 ,408.32 165 Payroll Svc. 0.5% 11 ,408.32 57 Vacation/Holiday 7 .71 1~ 11 ,408.32 881 IATSE Hours 648.78 649 14,728

3410 Makeup Supplies i Misc. Box Rentals

. ,, . I

:, \.J\. .... . "J I I "i "'. ' Makeup Table Rentals

r~'\' Supplies 14 ~e ... 1 750 3,000

Total I 3,000 I 3411 Hair Supplies ,-1fr>~.). I '~ ":~. I , I- "

Misc. Box Rentals Supplies . -· ~

~ 14 Wee ... 1 750 3,000 - _, I

Total , vr~J ; ~' I r"" 3,000

Account Total for 3400 68,507

I - -- --- -- - -

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 64: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 43

Acct# Description Amt Units x Rate SubT Total

3500 Location Department

3505 Meals

Local Lunches Breakfasts Dinners Coffee/Buns Company Catering Estimate 24 Days 95 30 68,400 Snacks ,.._

Total 68,400

3512 Site Rentals

Daily Rates 24 Days 1 3,750 90 ,000 Prep/Rig/Dress Hold Days Cleanup Residents Relocation Animal Kennels Street Permits I

Crew Parking Equipment Parking Lunch Site

• Location Gratuities Permits and Fees Special Effects Permits

Total 90,000

Account Total for 3500 158,400

._.__ 3600 Transportation Department

3698 OVERALL ESTIMATE

Hazard/Flight/Underwater Permits Driving Lessons OVERALL DEPT COST EST 1 Allow 1 200 ,000 200,000

Total 200 ,000

[Account Total for 3600 200,000

3900 Atmosphere

3901 General Extras

General Extras 20 Days 15 85 25,500 Stand-in 24 Days 4 110 10,560 Overtime allowance 10 % 1 0 0 Total

FICA 6.2% 36 ,060 2,236 FUI 0.8% 7,000 56

Bob Koster Superbudget, 7.2, Feb 25 , 2016

Page 65: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Acct#

SUI

Workmen's Comp Medicare SAG

Description

ccount Total for 3900

TOTAL PRODUCTION

Bob Koster Superbudget, 7.2, Feb 25, 2016

Amt

5% 3.98% 1.45%

13.15%

Page 44

Units x Rate SubT

7,000 350 36,060 1,435

36,060 523 36,060 4,742 45,402

45,402

1,590,449

J

Page 66: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 45

Acct# Description Amt Units x Rate SubT Total

5800 All-In Quote

5801 Post Vendor Estimate

1 Allow 1 300,000 300 ,000

Total 300,000

Account Total for 5800 300,000

TOTAL POST PRODUCTION 300,000

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 67: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 46

Acct# Description ~ un,: Amt Units X Rate SubT Total 1

TOTAL OTHER 0 {

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 68: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Page 47

Acct# Description Amt Units x Rate SubT Total

Completion Bond : 3.0% 75 ,294

Contingency : 4.0% 110,623

Overhead : 0.0% 0

Legal Fees : 1.5% 41 ,484

Insurance : 0.0% 0

Total Above-The-Line 875,127

Total Below-The-Line 1,890,449

Total Above and Below-The-Line 2,765,576

Grand Total 2,992,976

Bob Koster Superbudget, 7.2, Feb 25, 2016

Page 69: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

EXHIBIT "C"

ARTICLES OF ORGANIZATION

Page 13 of13

Page 70: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE
Page 71: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Control No.: 15036938

STATE OF GEORGIA Secretary of State

Corporations Division 313 West Tower

#2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530

CERTIFICATE OF ORGANIZATION

I, Brian P. Kemp, The Secretary of State and the Corporation Commissioner of the State of Georgia, hereby certify under the seal of my office that

THE GOOSE THAT LAID THE GOLDEN EGG Film LLC a Domestic Limited LiabiJicyl Company

is hereby issued a CERTIFICATE OF ORGANIZATION under the Jaws of the State of Georgia on March 29, 2015 by the filing of all documents in the Office of the Secretary of State and by the paying of all fees as provided by Title 14 of the Official Code of Georgia Annotated.

Tracking #: JPtl WUex

WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on April 10, 2015

Brian P. Kemp Secretary of State

Page 72: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

\

. ( t ' I

I•

Page 73: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

Articles of Organization

The Name of the Limited Liability Company: THE GOOSE THAT LAID THE GOLDEN EGG Film LLC

The Principal Place of Business: 794 Springdale Rd NE Atlanta, Georgia 30306

Registered Agent's Name and Address: James Douglas Brmener 794 Springdale Rd NE Atlanta, Georgia 30306, Dekalb County

Effective Date: March 29, 2015

Organizer(s):

James Douglas Bremner

794 Springdale Rd NE Atlanta, Georgia 30306

Laura Viola Vaccarino

794 Springdale Rd NE Atlanta, Georgia 30306

Optional Provisions:

Secretary of State Control No.: 15036938 Date Filed:4/10/2015 11:42:56 AM

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization on the date set forth below: Signed by: James Douglas Bremner Organizer

Date: 10 April, 2015

A person who signs a document submits an electronic filing he or she knows is false in any material respect with the intent that the document be delivered to the Secretary of State for filing shall be guilty of a misdemeanor and, upon conviction thereof, shall be punished to the highest degree permissible by law. [0.C.G.A. § 14-2-129.]

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TAB 4 - INVESTOR SUITABILI QUESTIONNAIRE

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INVESTOR SUITABILITY QUESTIONNAIRE

To: Prospective investors in Member Units (the "Units") offered by The Goose That Laid the Golden Egg Film, LLC (the "Compatny")

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine whether you are an "Accredited Investor," as defined under applicable federal and state securities laws, and otherwise meet the suitability criteria established by the Company for purchasing Units. This questionnaire is not an offer to sell securities.

Your answers will be kept as confidential as possible. You agree however, that this Questionnaire may be shown to such persons as ~e Company deems appropriate to determine your eligibility as an Accredited Investor or to ascertain your general suitability for investing in the Units.

Please answer all questions completely and execute th signature page.

I. Personal

County:

C. Residence Telephone: ( )

D. Where are you registered to vote? ______________ _

E. Your driver' s license is issued by the following state: ________ _

F. Other Residences or Contacts: (Please identify any other state where you own a residence, are registered to vote, pay income taxes, hold a driver' s license or have any other contacts, and describe your connection with such! state):

Page 1of4

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G. Please send all correspondence to:

H.

I.

J.

II.

A.

1.

2.

1. 2.

o Residence Address (as set forth in item A-2); or o Business Address (as set forth in item B-1)

Date of Birth:

Citizenship:

Social Security or Tax I.D. #:

Occupations and Income

Occupation:

Business Address:

Business Telephone Number: ( )

B. Gross income during each of the last two (2) years exceeded:

1. 2. 3. 4.

0

0

0

0

$25,000 $50,000 $100,000 $200,000

C. Joint gross income with spouse during each of the last two (2) years exceeded $300,000?

1. 2.

0

0

Yes No

D. Estimated gross income during current year exceeds:

1. 2. 3. 4.

0

0

0

0

$25,000 $50,000 100,000 $200,000

E. Estimated joint gross income with spouse during current year exceeds

Page 2of4

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$300,000?

1. 2.

0

0

Yes No

ID. NetWorth

A. Current net worth or joint net worth with spouse (note that "net worth" includes all of the assets owned by you and your spouse in excess of total liabilities, including the fair market value, less any mortgage, of your principal residence.)

1. 0 $50,000-$100,000 2. 0 $100,000-$250,000 3. 0 $250,000-$500,000 4. 0 $500,000-$750,000 5. 0 $750,000-$1 ,000,000 6. 0 Over $1 ,000,000

B. Current value of liquid assets (cash, freely marketable securities, cash surrender value of life insurance policies, and other items easily convertible into cash) is sufficient to provide for current needs and possible personal contingencies:

1. 2.

0

0

Yes No

IV. Affiliation with the Company

A. Are you a director or executive officer of the Company?

1. 2.

v.

0 0

Yes No

Investment Percentage of Net Worth )

A. Does the total purchase price of the Units you expect to invest in exceed 20% of your net worth at the time of sale, or joint net worth with your spouse.

1. 2.

0

0

Yes No

VI. Consistent Investment Strategy

A. Is this investment consistent with your overall investment strategy?

1. 2.

0

0

Yes No

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Vll. Experience

A. Do you feel you have sufficient knowledge of and experience in business, accounting and financial matters to evaluate the merits and risks associated with a purchase of the Units?

1. 2.

0

0

Yes No

B. If so, why:

C. lf ' 'No", do you have any investment advisor?

1. 2.

0

0

Yes No

D. If so, please give name and address, occupation and experience:

VID. Prospective Investor's Representations

The information contained in this Questionnaire is true and complete, and the undersigned understands that the Company and its counsel will rely on such information for the purpose of complying with all applicable securities laws as discussed above. The undersigned agrees to notify the Company promptly of any change in the foregoing information, which may occur prior to any purchase by the undersigned of securities from the Company.

Prospective Investor:

Signature

Printed Name

Date

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TAB 5 -ADDITIONAL EXHIBITS

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LAUGHING COW PRODUCTIONS, LLC

January 26, 2016

Susie Schwartz SOB Partners [email protected]

cc:

Re: 'THE GOOSE THAT LArD THE GOLDEN EGG"/Arye G ross

Dear Susie:

This letter will confirm the material te1ms of the agreement between LAUGHING COW PRODUCTIONS, LLC (' Producer") and Arye Gross ('<Performer"), for Performer to render acting services in the motion picture currently entitled "Tlte Goose Tllal Laid lite Golde11 Egg'' (the "Picture ). As of the date hereof, Producer has been a Screen Actors Guild ("SAG") signatory for prior productions and is applying for said status for the upcoming production. Producer shall be a SAG signatory prior to Perfonner providing any services hereunder. This Agreement will be governed by the SAG Theatrical/Film Agreement.

I. Role: "Red Leghorn"

2. Principal Photography Start Date: On May 29, 2016.

3. Guaranteed Period: Performer shall render principal photography services commencing on the Statt Date for two (2) consecutive guaranteed partial weeks ("Guaranteed Period") from May 29-June 11, 2016. Perfonner shall perform services during such period, any additional periods required until completion of principal photography and in connection with any rehearsal or post-production. Any services outside of the Guaranteed Period shall be subject to Perfom1er's professional availability. The foregoing period of service shall be referred to in the aggregate as the "Production Period." In addition, Performer shall render services to Producer for up to three (3) addjtional days for rehearsal (inclusive of wardrobe fitting, a table read and travel), such period being the week directly preceding Performer's start of principal photography services and up to an additional two (2) days after the end of the Production Period as reasonably required of Pe1former by Producer in connection with additional photography or re-shoots on the Picture ("Post-Days") subject to performer's availability. Such Post-Days may be non-consecutive to the Production Period. More than two additional post day of work will be pro rated plus transporation, housing, per diem etc. All turnaround times shall be subject to the Theatrical Agreement in all respects (and shall be no less favorable than that accorded any other perfonner on the Picture). For clarity purposes and the avoidance of doubt: (i) Performer shall have no less than two (2) rest days between each consecutive week of principal services to be performed hereunder; (ii) Perfo1mer's services shall be on a 12-hour portal-to-portal turnaround basis and (iii) there shall be no forced calls without Perfo1mer's prior consent in each such instance.

4. Compensation: Subject to Producer's rights of suspension and tennination set forth below, Producer shall pay Performer the following.

A. Fixed Compensation: Subject to the tenns of this Agreement and provided that Perfonner is not in uncured, material Default under this Agreement, not under a Disability and this Agreement has not been terminated and is not suspended for an event of force majeur Perfonner shall be paid $10,000/week plus 10% for principal photography. Such Fixed Compensation shall be paid to Perfonner on Producer's regular payday in the week following the week in which such installment accrued (payment schedule to be no less favorable than that accorded any other performer on the Picture). Upon execution hereof, Perfonner shall be pay-or-play" for the Fi. ed Compensation for the Guaranteed Period, subject to Producer's right of termination for reason of force majcurc and/or Performer's death, incapacity and/or material. uncured

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default Such rate, shall apply to any services in post-production (i.e., looping ADR, dubbing, retakes, re­shoots and/or added scenes) and to any hold days, travels days, rehearsals and principal photography overages.

5. Principal Location: Atlanta, Georgia and vicinity.

6. Transportation: Accommodations; Per Diem: PerfoJ111er shall receive the following (which shall be no less favorable for Performer tha:n for any other pe1fom1er in connection with the Picture):

A One ( l) first class (or the equivalent) round-trip air transportation (if available, otherwise, best class available, if used for this purpose) for Perfotmer from Los Angeles, California to Atlanta;

B. One (l) private hotel room (room rate and taxes and all other hotel fees, with all other e. penses being Performer's responsibility);

C. Exclusive ground transportation to and from airports; D. SAG minimum per the Basic Agreement, non-accountable per diem, including hold and travel

days for Perfom1er, E. Ground transportation to and from sets and lodging; F. Baggage fees

Producer shall not be responsible for any expenses or perquisites of Performer, except as expressly set forth in this Agreement.

7. Perks:

A. DVD: Subject to Performer not being in material breach hereof, Performer shall receive one (1) DVD or Blu Ray copy (at his election) of the Picture, if and when commercially available.

8 . Premiere: If Perfonner appears in the Picture and is not terminated for uncured material breach hereof, Performer shall receive an invitation for Performer plus four guests to the initial U.S. celebrity premiere and screening of the Picture, if any, and the initial major film festival (e.g., Toronto, Cannes and Sundance) in which the Picture is screened in competition or as a premiere (subject to ticket availability at any such festival).

C. Dressing Facility: Performer shall be provided with cusmmary private amenities (private trailer), when providing services hereunder (such dressing facilities and amenities to be exclusive secure (i.e: with a lock) and to be no less favorable than for any other performer rendering acting services in connection with the Picture) and will not be a Honey Wagon (will be a double banger).

D. Script Changes: Perfonner shall have the right to meaningful consultation with Producer regarding material script changes in connection with his role only; provided, however, that in the event of a disagreement over any such matter, Producer"s decision shalt be final and binding.

8. Credit: Subject to the provisions attached hereto and provided that Perfonner appears recognizably in the role set forth in Paragraph J above in the Picture as released, Performer shall be accorded credit as follows:

A. Main Titles: Performer's name shall appear on all positive prints of the Picture in the main titles (which may appear at the beginning or end of the Picture, at Producer' discretion), on a single card in second position where actor ' are credited, in a size, type, style and duration not smaller tltan the- size, style, type and duration used to display the largest credit accorded to any cast member.

B. Credit and likeness to be accorded in paid adve1tising for the Picture at Producer' s discretion. If granted, such credit shall appear in the same fonn and order as on screen. subject to the customary exclusions of the Picture's disu·ibutors(s); provided, however,

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Page 87: TAB 3 -OPERATING AGREEMENT · Company and the conduct of its business, and to specify their relative rights and obliga tions. NOW, THEREFORE, the Parties agree as follows: ARTICLE

1)0 I, _ et-clt.tcle& e that such credit shall appear in ~i~@eti ads (other than award, congratulatory or similar ads naming only the honoree) when any other performer receives credit therein in the same position and size as set forth above, and in the artwork credit (if any) if an _fl_.,...----::-_/-; peiformer receives artwork credit in any paid or eJtelMled a ot er t 1an awar , congratulatory or similar ads naming only the honoree) in the same position and size as set forth above.

C. All other credit matters shall be in Producer·s sole discretion. No casual or inadvertent failure to accord credit shall be deemed a breach hereof. If Producer fails to accord the required credit hereunder, upon Producer's receipt of written notice specifying such failure in reasonable detail, Producer shall use good faith reasonable efforts prospectively to cure such failure on future prints and advertising following Producer's receipt of such notice, but nothing herein shall be deemed to require Producer or its assignees or successors to recall any prints or adve1tising. Producer shall contractually obligate Lhe U.S. distributor(s) to assume the above credit obligations with respect to all of its territories, and shall advise in writing all other di tributors and licensees with whom Producer is in direct privity of contract of such credit obligations: provided, however, that no third party failure to accord credit shall be deemed a breach hereof. If any other actor is credited in paid ads performer will also be credited.

9. Nudity. etc; There shall be no nudity or simulated sex involving Performer or doubling of Peifonner, or depiction of the character thereof.

10. Stills Approval. Perfom1er shall have the right to approve any and all stills (including stills pulled from footage) containing Perfo1mer's photograph which Producer intends to use in connection with advertising, exploitation, promotion and/or publicity for the Picture; provided, however, that if Producer submits a reasonable number and variety of stills, Performer snail approve no less than fifty percent (50%) of the stills so submitted in which Performer appears alone or with another peiformer having no stills approval rights and no less lhan seventy­five percent (75%) of the still so submitted in which Peifonncr appears together with (an)othcr perfonner s) having stills approval rights. if Perfonner has not specifically di approved any stills submitted within five (5) business days (or a shorter period of not less than 3 business days if Producer notifies Performer that a quick response is necessary due to exigencies of distribution, advertising, marketing or publicity) after actual receipt by Performer, an amow1t of such stills as necessary to achieve the applicable percentage of approved stills shall be selected by Producer and deemed approved. Any slills approved pursuant to the foregoing shall be deemed approved for all purposes pennitted hereunder; however, such stills shall be re-submitted for Perfonner's approval if the intended use is for key art only. Producer agrees not to re-submit any previously disapproved stills. For purposes hereof "key art" shall include, but not be limited to, magazine covers and on-line advertisements. Producer shall not, under any circumstances, submit any stills or renditions of Perfonner to tabloid publications (whether print, on-line or otherwise), including without limitation, the following publications: 'The National Enquirer," "Star," "Midnight Globe, "The Sun," "Examiner." "Weekly World News," "News of the World,' .. The Daily Mirror,' ' Hello" or 'Today," provided that Producer shall not be in breach of th.is Agreement if such publications contain advertising for the Picture containing Performer's photograph.

11. Artistic Renderings Approval. Performer shall have the right to approve any and all Artistic rendering of Performer which Producer intends to use in connection with advertising, exploitation, promotion and publicity for the Picture; provided, however, Performer agrees to approve a reasonable amount of such Artistic renderings, as requested. If Perfonner does not so approve, Performer shal l advise Producer of Performer's disapproval and the reasons therefore within five (5) business days (or shorter period of not less than 3 business days if Producer notifies Performer that a quick response is necessary due to exigencies of distribution, advertising, marketing or publicity) after Performer's actual receipt of such Artistic rendering. Producer shall thereafter conform such Artistic rendering to Performer's reasonable requirements and resubmit such material to Perfom1er for Performer's approval, which shall not be unreasonably withheld; provided, thereafter, that Performer shall not have the right to disapprove such Artistic rendering on account of a reason not previ.ously raised lmless such disapproval related to a new aspect of such rendering. ff Performer has not specifically disapproved any particular Artistic rendering submitted to Performer's agent and given the reason for such disapproval lo Producer within said five (5)

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business day period (or shorter period, if applicable and if notice is provided, as above) after receipt by Performer Performer sball be deemed to have approved the Artistic rendering. Any Artistic rendering approved pursuant to the foregoing shall be deemed approved for all purposes pe1111itted hereunder.

l3. Biography Approval. Performer shall have the right to provide the facts to be utilized in Performer's biography provided that Performer provides said facts not later than two (2) weeks following actual receipt of Producer's written request therefore. If Performer complies with the above provision and if Performer provides sufficient facts for Producer's use in the promotion and publicity oftbe Picture, then Producer shall use only said facts. If Producer reasonably informs Perfonner in writing the biographical information supplied by Perfonner is insufficient, Producer shall provide written notice thereof to Performer, and if within three (3) business days of actual receipt of such notice Performer does nol supply the additional requested infonnation, Producer may use such additional non-derogatory factual biographical infonnation not supplied by Performer as may be required and necessary, sorely relating to Performer's prior credits.

14. Consultation. etc:: Wardrobe ltems: Hair and Make-up: Performer shall have the right of meaningful consultation with Producer regarding the look of Performer's hair, make-up and wardrobe; provided, however, that in the event of a disagreement over any such matter, Producer' s decision shall be final and binding. It is agreed, however, that Performer's hair shall not be colored or otherwise chemically treated, and Performer's hair shall not be cut or altered in any manner, without Perfonner's prior written approval in each instance.

15. Merchandising: Perfom1er shall have the right to approve all merchandising, tie-ins, soUJldtracks and endorsements using Performer's name, voice and/or likeness (including look-a-likes and sound-a-likes); provided, however, Performer agrees to approve a reasonable amount of such merchandising, tie-ins and endorsements, as requested. If such use is approved, Producer agrees to negotiate in a reasonable and timely manner a reasonable merchandising royalty in connection therewith (based on indu try custom, practice and standards for pictures of this kind, and no less favorable than for any other performer on the Picture). Notwithstanding tile aforementioned, Performer pre-approves use of his name in the billing block containing other cast members. Notwithstanding the foregoing, footage from the Picture and key art may be used in connection with commercial tie­ins and promotions without Performer's consent. There shall be no use in relation to alcohol, tobacco, personal hygiene, firearms, gambling, lotteries, intimate apparel, pharmaceuticals or political content. Performer shall not be represented as using or endorsing any entity, service or item, either directly or indirectly, and any use of Performer's name, voice and/or likeness in any approved merchandising, or approved commercial tie-in item shall be " in character" only.

16. Miscellaneous:

A. Director/Script: Doug Bremner is approved as director of the Picture. The screenplay dated December 11, 2015 is hereby approved.

B. Promotion & Publicity: Promotion and publicity services shall be subject to Perfonner' s approval (not to be unreasonably withheld) and professional availability; however, Performer agrees to approve a reasonable amount of such promotion and publicity services as requested. Any required travel, accommodations, per diem and ground transportation hall be no less favorable than that provided any other cast member and/or their loan-outs. And shall be the same as paragraph 6

C. Insurance: Producer shall include Perl'ormer as additional insured parties on the Producer's general liability and errors and omissions insurance policies (if any) in co110ection with the Picture, subject to the limitations, restrictions and terms of said policies, at a minimum, until the initial theatrical release of the Picture.

D. Producer agrees to directly pay to the applicable pension plan and/or health and welfare fund the contributions required to be paid by Pe1former under the Theatrical Agreement per Paragraph 4. A. hereinabove; provided such payments shan not exceed the amount Producer would have been required to contribute had Performer been employed by Producer. Producer has no obligation to reimburse Perfonner for taxes of any kind or nature.

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E. This agreement shall be binding upon and shall insure to the benefit of the parties and their respective permitted assigns and successors. Perfonner may not assign this agreement. No amendment hereto shall be valid unless contained in a writing signed by all parties. This agreement is the entire agreement between the parties, and replaces and supersedes any prior agreement (verbal or written) with respect to the subject matter hereof. This agreement shall be governed by the laws of the State of Georgia applicable to contracts entered into and to be fully perfo1med therein.

F. Fixed Compen ation of$22,000 ($20,000 salary for two weeks work plus $2,000 agency fee) shall be put into the SOB Partners' escrow account at City National Bank within 5 business days of Producer's receipt of both a copy of this agreement signed by Perfonner and information for the proper money transfer.

AGREED TO AND ACCEPT D:

Arye Gross ("Performer") LAUGHING COW PRODUCTIONS, LLC ("Producer'')

by: -----------' Agent or Manager

Doug remne

Olgltally signed by °""9 8""'ner Ott cn=zOoug Bremner, Omt.aughfng Cow Productlom. DY.

ematl=jamosdouglasb ........... h ~

o.te:2016.01.290$.'08!20~'00'

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