Title 13 Part 50

New York Theatrical Syndication Financing Act.

theatrical production and theatrical production company, as used in this Part shall be given the same meaning as in the definition thereof in subdivisions 1(a) and (f), respectively of section 23.03 of the Arts and Cultural Affairs Law.

production purpose shall mean those expenditures incurred in connection with productions which are produced, co-produced, developed or invested in by the theatrical production company subsequent to the completion of the minimum offering and the formation of the partnership or other organization, including reimbursements for expenditures previously incurred by the offeror or other issuer, if such expenditures are demonstrably related to the theatrical production.

preproduction purpose shall mean those expenditures incurred in connection with productions which are produced, co-produced, developed or invested in by the theatrical production company prior to the completion of the minimum offering; provided, however, that such term shall not include in its meaning the payment of any fees or expenses for travel, lodging and meals of the issuer or other offeror, of any affiliate of the issuer or other offeror, or of a third-party producer with whom the theatrical production company funds are invested.

business of the theatrical production company may include all the activities which are permitted to be conducted by a theatrical production company pursuant to subdivision 1(f) of the Arts and Cultural Affairs Law and shall have the same meaning as set forth on behalf of the issuer or other offeror in section 50.4(a)(1) of this Part.

organizational and offering expenses as used in this Part shall mean expenses incurred by the theatrical production company in connection with its registration and/or filing, and its offer and distribution of theatrical syndication interests (including filing fees, attorney fees, and disbursements); provided, however, that such costs are reasonable and in no event exceed 15 percent of the gross proceeds of the offering.

offering literature shall mean a prospectus or offering circular or private placement memorandum.

principal as used in this Part shall be given the same meaning as in the definition thereof in subdivision 1(d) of section 23.03 of the Arts and Cultural Affairs Law.

affiliate shall refer to any person directly or indirectly controlling, controlled by or under common control with another person; or any officer, director, partner, co-partner or employee of such other person.

executive officer means the president, secretary, treasurer or any vice-president in charge of a principal business function (such as sales administration or finance) and any other person who performs similar policymaking functions.

I am purchasing $__ in limited partnership (or other) interests from__for the theatrical production company of__. I am aware that no offering literature has been filed with or in any way examined by the Attorney General of the State of New York. I expressly waive my rights to have a prospectus, offering circular or private placement memorandum filed with the Attorney General, and I further expressly waive my right to receive information in a prospectus, offering circular or private placement memorandum that would otherwise be required by certain provisions of law.

Complete the following by checking the appropriate box.

□ This investment is being made on my own behalf only.

□ This investment is being made on behalf of the following persons, each of whom has executed this waiver by separate copy attached hereto: (Furnish names, addresses and amounts.) □ This investment is being made on my own behalf in the amount of $__, and on behalf of the following persons, each of whom has executed this waiver by separate copy attached hereto: (Furnish names, addresses and amounts.) /s/ (Print name) Address Dated: If the investor executing the above waiver is a partnership or corporation, set forth the names and residence addresses of the general partner or partners in the case of a partnership who made the investment decision or the executive officers, directors or majority shareholders, in the case of a corporation, the date of formation or incorporation and a representation by an attorney (or a principal of the investor) that the partnership or corporation was not formed for the sole purpose of investing in the theatrical production company. If the company was formed for such purpose, provide a list of partners or shareholders, each of whom shall be counted as a person for the purpose of the subdivision. Such information may be submitted in a letter to the Department of Law.

front money as used herein shall mean funds which may be used only for the following preproduction purposes of the proposed theatrical production company: fees; advances; deposits or bonds made for the purpose of purchasing options on a book, play or other underlying materials; engaging creative personnel; securing a theatre; retaining legal, accounting and other professional advisors; preparing offering documents; the costs of a workshop to be presented by the issuer or other purposes reasonably related to the business of the theatrical production company for which the front money was raised; provided, however, that such funds shall not be used to invest in another theatrical production company; and provided further however, that it shall not include in its meaning the payment of any fees or expenses for travel, lodging and meals of the issuer or other offeror of a theatrical production company or of any affiliate of such issuer or other offeror or of a third-party producer with whom the theatrical production company funds are invested, unless permission for such use is expressly granted by the front money investor in the front money agreement.

LIMITED PARTNERS AUTHORIZING IMMEDIATE USE OF FUNDS NOT WAIVING REFUND

THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED PARTNERS AND AGREE THAT THEIR CONTRIBUTIONS MAY BE USED FORTHWITH BY THE GENERAL PARTNERS FOR PRODUCTION OR PREPRODUCTION PURPOSES. THE UNDERSIGNED DO NOT WAIVE THEIR RIGHT OF REFUND OF ANY PORTION OF SUCH CONTRIBUTION EXPENDED FOR SUCH PURPOSES AND RELY ON THE GENERAL PARTNERS TO REFUND THEIR CONTRIBUTION IN THE EVENT THE OFFERING IS ABANDONED PRIOR TO FULL CAPITALIZATION OF THE PARTNERSHIP. SUCH REFUND IS THEREFORE CONTINGENT UPON THE GENERAL PARTNERS' FINANCIAL ABILITY TO MEET THIS OBLIGATION. THE UNDERSIGNED OBTAIN NO ADVANTAGE BY ENTERING INTO THIS ARRANGEMENT UNLESS SUCH ADVANTAGE HAS BEEN NEGOTIATED WITH THE GENERAL PARTNER OR PARTNERS.

LIMITED PARTNERS AUTHORIZING IMMEDIATE USE OF FUNDS AND WAIVING RIGHT OF REFUND

THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED PARTNERS AND AGREE THAT THEIR CONTRIBUTIONS MAY BE USED FORTHWITH BY THE GENERAL PARTNERS FOR PRODUCTION OR PREPRODUCTION PURPOSES. THE UNDERSIGNED WAIVE THEIR RIGHT OF REFUND OF ANY PORTION OF SUCH CONTRIBUTION EXPENDED FOR SUCH PURPOSES IN THE EVENT THE OFFERING IS ABANDONED PRIOR TO FULL CAPITALIZATION OF THE PARTNERSHIP. THE UNDERSIGNED OBTAIN NO ADVANTAGE BY ENTERING INTO THIS ARRANGEMENT UNLESS SUCH ADVANTAGE HAS BEEN NEGOTIATED WITH THE GENERAL PARTNER OR PARTNERS.

LIMITED PARTNERS AUTHORIZING IMMEDIATE USE OF INTEREST EARNED ON THEIR CONTRIBUTION AND WAIVING THEIR RIGHT TO A REFUND THERETO

THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED PARTNERS AND AGREE, ONLY, THAT THE INTEREST EARNED ON THEIR CONTRIBUTIONS MAY BE USED FORTHWITH BY THE GENERAL PARTNERS FOR PRODUCTION OR PREPRODUCTION PURPOSES. THE UNDERSIGNED WAIVE THEIR RIGHT OF REFUND TO ANY PORTION OF THE INTEREST EARNED ON THEIR CONTRIBUTIONS WHICH HAS BEEN EXPENDED FOR SUCH PURPOSES IN THE EVENT THE OFFERING IS ABANDONED PRIOR TO FULL CAPITALIZATION OF THE PARTNERSHIP. THE UNDERSIGNED OBTAIN NO ADVANTAGE BY ENTERING INTO THIS ARRANGEMENT UNLESS SUCH ADVANTAGE HAS BEEN NEGOTIATED WITH THE GENERAL PARTNER OR PARTNERS.

If the theatrical production company will use the proceeds for more than one production or for one or more nonspecified productions and offering literature is filed pursuant to section 50.4 of this Part, the authorization of investors to use their contributions for the limited purpose of acquiring production rights, costs reasonably related to such acquisition, and organizational and offering expenses maybe set forth by amending the first sentence in the above legends to read as follows:

THE FOLLOWING SIGN THE FOREGOING AGREEMENT AS LIMITED PARTNERS AND AGREE THAT THEIR CONTRIBUTIONS MAY BE USED FORTHWITH FOR THE LIMITED PURPOSE OF ACQUIRING PRODUCTION RIGHTS, COSTS REASONABLY RELATED TO SUCH ACQUISITION, AND ORGANIZATIONAL AND OFFERING EXPENSES.

If the form of the theatrical production company is other than a limited partnership, the above-stated legend language shall be appropriately altered.

THIS AGREEMENT IS BEING USED IN LIEU OF A PROSPECTUS OR OFFERING CIRCULAR PURSUANT TO AN EXEMPTION UNDER NEW YORK LAW. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT REVIEWED THIS DOCUMENT OR ANY OTHER DOCUMENT SUBMITTED TO INVESTORS IN CONNECTION WITH THIS OFFER FOR THE ADEQUACY OF ITS DISCLOSURE AND DOES NOT PASS ON THE MERITS OF THIS OFFERING.

PURSUANT TO THEIR WRITTEN WAIVER SUBSCRIBERS TO THIS AGREEMENT ARE NOT RECEIVING A PROSPECTUS OR OFFERING CIRUCULAR FILED WITH THE ATTORNEY GENERAL WHICH WOULD OTHERWISE BE REQUIRED UNDER NEW YORK LAW. THE INFORMATION IN THIS DOCUMENT OR ANY OTHER DOCUMENT SUBMITTED TO INVESTORS IN CONNECTION WITH THIS OFFER HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL FOR THE ADEQUACY OF DISCLOSURE AND THE ATTORNEY GENERAL DOES NOT PASS ON THE MERITS OF THIS OFFERING.

THE ATTORNEY GENERAL OF THE STATE OF NEW YORK DOES NOT PASS ON THE MERITS OF THIS OFFERING.

There shall be no other reference to filing with the Attorney General or the Department of Law anywhere in the offering literature:

$__ of the total amount to be raised pursuant to this offering will be used to pay for the costs of a “workshop” production (if other form of developmental production, so state).Depending upon the outcome of that venture, there is a possibility that a subsequent full-scale production may never take place. Investors who authorize the use of their contributions prior to the completion of the offering, in particular, should note that their contributions may have been expended for the “workshop” production and may not be returned to them even if the production which is the subject of this offer is never presented.

If the “workshop” or other developmental production has already been produced, the second sentence of the legend, above, may be deleted and the body of the offering literature shall include the information required by section 50.3(d)(25) of this Part.

Immediately following the cover page, there shall be included a table of contents showing the location in the offering literature of the information required to be included pursuant to this section.

There shall be set forth in the forepart of the offering literature, under an appropriate caption, a carefully organized series of short, concise paragraphs summarizing the principal factors that make the offering speculative or one of high risk. Included shall be a paragraph containing the following or substantially similar language: The issuer (or other offeror) may abandon this venture at any time for any reason whatsoever. If such abandonment occurs after all the interests offered hereunder have been purchased and before the opening of any production financed by the company, the investors must be prepared for the loss of all or substantially all of the amount of their investment.

Where applicable, the following facts should be set forth with respect to the proposed or contemplated production:

i.e.,

drama, comedy, musical, revue. A brief description of the plot is not required but may be set forth if desired.

i.e.,

limited partnership, corporate stock, promissory note; the minimum amount of each investment unit; the maximum amount of capital being raised and the minimum amount of capital that must be raised to complete the offering, which may be no less than 75 percent of the maximum amount of capital that may be raised, including any overcall.

In the event that a theatre owner, an electrical or scenery contractor or other such contractor has committed himself to an investment in the theatrical production company, the possible lack of competition resulting therefrom, with regard to such services, should be disclosed. In the event a series of contracts has been entered into of a similar nature with such parties as players who will not be in a starring role, musicians, etc., such contracts may be summarized in one category.

State that an investor obtains no advantage, unless such advantage has been negotiated with the general partner, but incurs a distinct risk by authorizing the use of his contribution prior to the completion of the offering. No authorization for the use of contributions prior to the completion of the offering shall be effective unless and until the signature of the investor has been obtained on the separate signature page of the investment agreement as set forth in section 50.2(a)(4) of this Part.

If any contributions may be so used, set forth whether or not the producer is personally obligated to return funds which have been expended in the event the offering is abandoned. The conditions under which the offering will be deemed abandoned shall be indicated.

On the basis of such total percentage, and other fixed expenditures, set forth the weekly fixed operating costs. Using such figures, state how long the show would have to run before net profits can accrue. If the producer has reserved the right to make payments calculated as a percentage of gross box office receipts in addition to those specifically set forth in the offering literature, state that the producer has such right and that such payments would further increase the amount of time the show would have to run before net profits can accrue. If the producers have the right to accumulate funds for any purpose prior to making distributions of either return of contributions or share of net profits, set forth the purposes for which such accumulation may be made.

i.e.,

production, development of properties, investment) and whether or not specific properties for the venture have been identified. If the company intends to engage in more than one type of activity, the approximate amount and percentages which will be allocated for each activity. Such statement will thereafter, for the purpose of the offering literature, be referred to as the “business of the theatrical production company”.

SPECIAL RISKS: THE PROCEEDS OF THIS OFFERING WILL BE USED FOR MORE THAN ONE VENTURE. THEREFORE, WHILE THE LOSSES FROM AN UNSUCCESSFUL PRODUCTION MAY BE OFFSET IN WHOLE OR IN PART BY THE PROFITS OF A SUCCESSFUL PRODUCTION, INVESTORS SHOULD NOTE THAT PROFITS FROM A SUCCESSFUL PRODUCTION MIGHT BE DIVERTED TO AN UNSUCCESSFUL ONE. if at least 75 percent of the proceeds of the offering are not allocated to specific named productions to which the issuer or other offeror hold the production right or rights to invest at the time of the offering, the above statement should continue, in the same type, as follows: BECAUSE LESS THAN 75 PERCENT OF THE PROCEEDS OF THIS OFFERING ARE NOW ALLOCATED TO SPECIFIED PRODUCTIONS TO WHICH THE ISSUER OR OTHER OFFEROR HOLD THE PRODUCTION RIGHT OR RIGHTS TO INVEST, THIS OFFERING IS DEEMED TO BE A “BLIND POOL”. A “BLIND POOL” IS A THEATRICAL OFFERING WHICH DOES NOT SET FORTH EACH SPECIFIC PROPERTY WHICH WILL BE PRESENTED AND WHICH WILL ULTIMATELY BE A SOURCE OF THE THEATRICAL PRODUCTION COMPANY's PROFITS, IF ANY.

e.g.,

the presentation of a production to a paying audience, the sale of a property developed by the theatrical production company or an investment in a theatrical production will be fully capitalized upon the receipt of such investment.)

In addition to all applicable requirements of section 50.3(d) of this Part, the following should be set forth:

i.e.,

musical, drama); the site or sites where such productions will be presented; the seating capacity of the theatre or theatres for which productions are geared; the date or proposed date of the initial production; any established criteria for choosing productions.

e.g.,

workshops, participating with regional theatres, other). Explain. The criteria which will be used for choosing properties to develop. The intended terms and conditions of development agreements. The proposed production date or dates of the full-scale production or productions which are being developed.

i.e.,

have options been acquired, have development or investment agreements been entered into) and a timetable for effectuating such plan as of the commencement of business of the theatrical production company.

e.g.,

the presentation of a production to a paying audience, the sale of a property developed by the theatrical company or an investment in a theatrical production which will be fully capitalized upon receipt of such investment), provided, however, that such minimum shall in no event be less than 10 percent of the maximum capitalization, in which case, if a specific use of proceeds section is included, such investor funds may be used, with prior investor authorization, for the preproduction or production purposes of the first of any specified theatrical production.

Any such compensation is subject to the definition of organizational and offering expenses, set forth in section 50.1(h) of this Part.

e.g.,

royalties, salary etc.). Such information may be grouped by categories of employees, if necessary. If such individuals are known at the time of the offering, include their occupational background and employment history during the past five years.

Upon submission to the Department of Law pursuant to section 50.1(n) of this Part, the issuer or other offeror should submit all relevant documents relating to the offering, including the following, where applicable:

The producer must file with the Department of Law, within four weeks of the abandonment or the withdrawal of any offering, form ATS-2 setting forth the information required.