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.

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.

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

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.