Gift Contribution Term Sheet

Re: Gift Contribution Term Sheet / “The All-Nighter”

This letter is intended to set forth the basic terms of understanding between the signer (“Individual”), on the one hand, and The All-Nighter Film LLC (“Company”), on the other hand, in connection with the funding for the audiovisual production currently entitled “The All-Nighter” (the “Picture”). Individual has expressed interest in providing funds to Company for the purposes set forth herein.

Please review the terms of this letter (referred to as the “Term Sheet”) and if you agree to the principal terms and conditions below, please sign and submit your intended funding for the Picture, which shall be considered non-secured, non-recourse, non-recoupable funding payable to Company under the following terms:

1. Scope/Purpose: The Company is formed with the Secretary of State for the State of California for the purposes of engaging in the business of financing, producing, owning and exploiting the Picture. The Company shall be managed by DTFM LLC, a limited liability organized under the laws of Delaware and owned by Burton Chaikin (“Manager”). The parties acknowledge that Company through its Manager shall have the right to make all creative and business decisions in connection with the Picture.

2. Nature of Gift Contribution: The Gift Contribution shall be put toward production of the Picture. This Term Sheet in no way constitutes any offer, solicitation, or sale of securities in Company or any other limited liability or other company affiliated therewith or parent thereof.

3. Acknowledgment: Individual acknowledges and agrees that the Gift Contribution is being provided as a gift and Individual will not be entitled to any recoupment and/or share of profits or revenue in connection with the Picture. Individual acknowledges that this Term Sheet shall not constitute a registered security. Individual acknowledges that neither Company nor any person or entity acting on behalf of Company has offered the opportunity to provide the Gift Contribution herein by means of any form of general solicitation or advertising, including without limitation, (a) any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Individual understands that Individual, and not Company, shall be solely responsible for Individual’s own tax liability that may arise as a result of the transactions contemplated by this Term Sheet.

4. Gift Contribution Incentive: Company acknowledges and agrees that as consideration for Individual providing the Gift Contribution, Individual will be entitled to receive the incentive listed for the associated contribution amount, unless waived in this same form.

5. Ownership of Picture: Individual and Company hereby acknowledge and agree that the Picture shall be solely and exclusively owned by Company, including without limitation, with respect to the copyright thereof and all rights therein and thereto, including, without limitation, the sole and exclusive distribution, exhibition, performance and reproduction rights. All right, title and interest in and to the results and proceeds of Individual’s services (if any) hereunder, which may include, without limitation, all ideas, suggestions, themes, plots, stories, characterizations, dialogue, titles and other material, whether in writing or not in writing, at any time heretofore or hereafter created or contributed by Individual which in any way relate to the Picture or to the material on which the Picture will be based, as a “work made for hire” for Company under the U.S. Copyright Law (i.e., Company is and shall be considered the author and, at all stages of completion, the sole and exclusive owner of all results and proceeds of Individual’s services hereunder, if any, and all right, title and interest therein). If under any applicable law the fact that the work-made-for-hire is not effective to place sole ownership, then to the fullest extent available and for the full term of protection otherwise accorded to Individual under such applicable law, Individual hereby irrevocably and perpetually assigns and pre-assigns and transfers to Company all right, title and interest in and to the Picture now or hereafter created. To the fullest extent allowable under any applicable law, Individual hereby irrevocably waives or assigns to Company their so-called “moral rights of authors” (i.e., the right of a creator of a work to prevent revision, alteration, or distortion of their work, regardless of who owns the work) or “droit morale” rights (i.e., the personal rights of a creator of work which protects the artistic integrity and prevents others from altering the work of said creator, or taking said creator’s name off a work, without the creator’s permission) which they may have in connection with the Picture. Individual shall have no rights in and to the Picture or any element thereof, all decisions relating thereto shall be made by Company in its sole discretion. Nothing herein contained shall create or be deemed to create any rights whatsoever of any kind or nature in favor of Individual with respect to any remake(s), sequel(s) and other production(s) based upon the Picture or the underlying property.

6. Representations and Warranties: Each party warrants and represents that it has the full right, power, and authority to enter into and to perform its obligations under this Term Sheet.

7. Confidentiality: The terms of this Term Sheet are strictly confidential and Individual agrees not to disclose or permit the disclosure of the terms and conditions contained herein to any third party without the prior written consent of Company, except that Individual may disclose such terms to its officers, directors, members, managers, attorneys, other advisors, governmental entities, or parties required by law.

This Term Sheet shall be governed by the laws of the State of California. Any dispute hereunder shall be adjudicated by the JAMS Streamlined or JAMS Comprehensive (as applicable) Arbitration Rules and Procedures, at the Los Angeles, California office of JAMS, or its successor (“JAMS”). In the event of a dispute amongst the parties to this Term Sheet, the losing party in such arbitration is and shall be responsible for such costs, expenses and reasonable outside attorneys’ fees of the prevailing party. In the event of any breach by Company of this Term Sheet or any of Company’s obligations hereunder, Individual’s remedies shall be limited to the right to recover actual monetary damages, if any, and Individual hereby waives any right to seek and/or obtain injunctive or other equitable relief with respect to any breach of Company’s obligations hereunder and/or to enjoin or restrain or otherwise impair in any manner the production, distribution, exhibition, or other exploitation of the Picture, or any parts or elements thereof, or the use, publication, or dissemination of any advertising in connection therewith.

This Term Sheet does not constitute either an offer to sell or an offer to purchase securities. The parties may enter into a long-form financing agreement reflecting the above terms and other customary terms and conditions, to be negotiated in good faith. Unless and until such long-form agreement is executed by the parties, this Term Sheet will constitute the parties’ complete agreement and shall supersede and replace any prior understandings, negotiations, and/or agreements, whether oral or written, executed or unexecuted.