New York Codes, Rules and Regulations
Title 13 - DEPARTMENT OF LAW
Chapter III - THEATRICAL SYNDICATION FINANCING
Part 50 - THEATRICAL FINANCING
Section 50.2 - Contents of investment agreements

(1) A statement that: "All monies raised from this offering and sale of syndication interests shall be held in a special bank account in trust until actually employed for preproduction or production purposes of this particular theatrical production company or until returned to the investor or investors."

(2) A statement that financial statements will be furnished to all investors and the Department of Law pursuant to the provisions of article 23 and the regulations issued by the Attorney General thereunder.

(3) If the offering is for one or more specified productions, a representation that the issuer or other offeror has acquired the right to develop, produce or invest in the theatrical production or productions which are the subject of the offering, the date or dates on which such right or rights were acquired and the expiration date of such right or rights. If the offering is for or includes one or more nonspecified theatrical productions, a representation that the issuer or other offeror will acquire the rights to the first production to be presented, or the right to invest in a production, or will enter an agreement to develop a production before expending any of the proceeds of the offering; provided, however, that the proceeds of the offering may be used for the limited purpose of acquiring such production rights, costs reasonably related to such acquisition, and organizational and offering expenses.

(4) A statement, where permitted by this Part, that where authorized by investors, contributions may be used for preproduction or production purposes prior to the completion of the offering. If the issuer or other offeror intends to use the interest earned on investors' contributions, when permitted to do so by the individual investors, this option must be fully explained. State whether and under what circumstances the issuer or other offeror agrees to refund such contributions and any interest earned thereon. No authorization for such use shall be effective unless and until the signature of the investor has been obtained on a separate signature page in the investment agreement. Investors shall not, however, be required to authorize use of their contributions or any interest earned thereon prior to the completion of the offering as a condition of their investment. Such authorization shall be set forth in capital letters in boldface roman type or if typed, in capital letters with underlining, as follows:

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.

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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.

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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.

(1) a statement on the front cover page in capital letters printed in boldface roman type and at least two points leaded (or if typed, with underlining):

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.

(2) the total amount of expenses that have been advanced at the date of filing such agreement with the Department of Law and are to be reimbursed out of the capitalization, an itemized breakdown of same and the time and conditions of repayment of such advances; and

(3) information regarding the producers required by section 50.3(d)(7) of this Part, but not a description of their background and theatrical business experience.

(1) information regarding the producers required by paragraph (b)(3) of this section. Alternatively, such information may be submitted in a letter to the Department of Law;

(2) a statement on the front cover in capital letters printed in 10-point modern type and at least two points leaded (or if typed, with underlining):

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.