Film Global Membership Agreement

Means a person or entity that qualifies as an accredited investor under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, or any successor provision.

Means this Membership Agreement, together with any policies, standards, rules, notices, schedules, exhibits, amendments, or other documents expressly incorporated herein by reference, each as amended from time to time.

Means any advisory board, investment committee, industry council, or other advisory body established by Film Global from time to time to assist with investment opportunities, educational programming, strategic initiatives, membership matters, or other activities of the Club. The composition, authority, and continued existence of any such body shall be determined solely by Film Global.

Means Film Global's private membership organization, including all membership programs, events, educational offerings, networking activities, digital platforms, communications, and related services operated by Film Global.

Means all non-public information relating to Film Global, including its operations, business plans, strategies, financial information, membership information, programming, relationships, vendors, technology, databases, marketing, and other proprietary information.

Means all non-public information obtained directly or indirectly through membership in the Club, including, without limitation:

• •Club Information;
• •Member identities, contact information, business relationships, family office information, investment preferences, and other Member-related information;
• •Deal Terms;
• •Opportunities;
• •SPVs;
• •presentations, educational materials, research, diligence materials, recordings, proprietary content, and event materials; and
• •any other information that is designated as confidential or that a reasonable person would understand to be confidential based upon its nature or the circumstances of disclosure.

Confidential Information does not include information that:

• •becomes publicly available through no breach of this Agreement;
• •was lawfully known to the Member before disclosure; or
• •is independently developed without use of Confidential Information.

Means the existence, structure, economics, participants, financing, ownership, business terms, negotiations, diligence materials, or other information relating to any Opportunity or SPV.

Means the annual Membership Dues, together with any applicable taxes, fees, interest, costs, or other amounts payable under this Agreement.

Means the date on which the Member accepts this Agreement.

Means any individual or entity approved by Film Global for membership whose membership has not expired, been suspended, or been terminated.

Means any events, educational programming, networking opportunities, introductions, digital resources, publications, content, hospitality experiences, philanthropic initiatives, or other benefits that Film Global may make available from time to time.

Means the annual fees payable for membership in the Club, as established by Film Global from time to time.

Means each consecutive twelve (12) month period beginning on the Effective Date or any anniversary thereof.

Means any investment opportunity, film project, production, financing opportunity, philanthropic initiative, strategic relationship, business opportunity, educational opportunity, or other opportunity that Film Global may, in its sole discretion, introduce or make available to Members.

Means each anniversary of the Effective Date on which membership renews in accordance with this Agreement.

Means any special purpose vehicle, limited liability company, limited partnership, private investment fund, co-investment vehicle, syndication, or other investment structure formed in connection with an Opportunity.

Means any website, member portal, mobile application, software platform, or other digital system made available by Film Global for membership administration, communications, event registration, payments, or access to Membership Benefits.

Means Film Global's Privacy Policy, as amended from time to time.

Film Global is a private membership organization dedicated to advancing the future of film through investment, philanthropy, and meaningful industry connections. Membership is a personal, revocable, non-transferable, and non-exclusive privilege granted by Film Global. Membership does not create any ownership interest, equity, voting rights, partnership, joint venture, agency, employment, fiduciary relationship, or other legal or economic interest in Film Global or any affiliated entity. Membership entitles the Member only to those Membership Benefits that Film Global elects to make available from time to time. No Member is entitled to any particular event, introduction, Opportunity, educational program, speaker, service, or other Membership Benefit unless expressly determined by Film Global. Membership is a privilege and not a right.

Admission to Film Global is by invitation or approval only. As conditions of membership, an applicant may be required to:

• •qualify as an Accredited Investor;
• •complete Film Global's membership application;
• •provide requested information or supporting documentation;
• •complete any identity verification, accreditation, know-your-customer (KYC), anti-money laundering (AML), sanctions, or other compliance review;
• •satisfy Film Global's membership standards; and
• •receive final approval from Film Global.

Film Global may accept, reject, defer, condition, suspend, revoke, or terminate any membership application or membership at its sole discretion, with or without cause and without any obligation to provide an explanation.

The Member represents, warrants, and agrees that:

• •all information provided to Film Global is complete, accurate, and not misleading;
• •the Member will promptly notify Film Global of any material change to such information;
• •the Member satisfies all eligibility requirements established by Film Global;
• •the Member will comply with this Agreement and all policies, standards, and rules adopted by Film Global from time to time;
• •neither the Member, nor, if applicable, any beneficial owner of the Member, is subject to applicable economic or trade sanctions or located in a jurisdiction subject to comprehensive sanctions, except as disclosed to and approved by Film Global; and
• •the Member understands that continued membership is conditioned upon ongoing compliance with this Agreement.

Membership becomes effective only after:

• •Film Global approves the Member's application;
• •the Member accepts this Agreement electronically or otherwise;
• •all requested documentation has been received;
• •any required compliance reviews have been completed; and
• •the applicable Membership Dues have been paid.

Until each of the foregoing conditions has been satisfied, no applicant shall be deemed a Member or entitled to any Membership Benefits.

A Member remains in good standing only while:

• •complying with this Agreement;
• •paying all Membership Dues when due;
• •continuing to satisfy Film Global's membership standards; and
• •remaining eligible for membership under Film Global's policies.

Film Global may determine whether a Member remains in good standing in its reasonable discretion.

Membership is personal to the approved Member and may not be sold, assigned, transferred, pledged, shared, sublicensed, or otherwise conveyed, voluntarily or involuntarily, without Film Global's prior written consent. Any attempted transfer in violation of this Agreement is void and may result in suspension or termination of membership.

Film Global may verify a Member's Accredited Investor status for membership eligibility purposes through self-certification, third-party verification, financial documentation, or any other verification process it deems appropriate. Verification for membership purposes does not constitute verification for any securities offering. Participation in any Opportunity may require separate accreditation verification, suitability review, subscription documentation, or other legal requirements established by the applicable issuer or investment vehicle. Membership does not guarantee eligibility to participate in any Opportunity.

Membership remains subject to Film Global's continuing approval. Film Global may suspend, restrict, decline to renew, or terminate membership whenever it determines that doing so is consistent with the best interests of the Club, its Members, or its mission. No Member has any vested or continuing right to membership beyond the applicable Membership Year.

The annual Membership Dues shall be the amount established by Film Global from time to time. Unless otherwise approved in writing by Film Global, Membership Dues are payable in full before a Member is admitted to the Club or granted access to any Membership Benefits. Film Global may, in its sole discretion, offer promotional pricing, installment payment options, multi-year memberships, corporate memberships, founding memberships, lifetime memberships, or other pricing arrangements without creating any obligation to offer similar terms to any other Member.

Membership begins on the Effective Date and continues for an initial Membership Year. Unless cancelled, suspended, terminated, or not renewed in accordance with this Agreement, membership automatically renews for successive one-year Membership Years.

By accepting this Agreement, the Member expressly authorizes Film Global to:

• •automatically renew the Member's membership each Membership Year;
• •charge the Member's authorized payment method on file or otherwise invoice the Member for the applicable Membership Dues on each Renewal Date;
• •communicate renewal reminders and billing notices electronically; and
• •continue such renewals unless the Member cancels membership before the applicable Renewal Date.

The Member acknowledges that these automatic renewal provisions constitute a material part of this Agreement.

A Member may cancel membership at any time by:

• •using Film Global's Membership Platform;
• •sending written notice to Film Global's designated membership email address; or
• •any other cancellation method made available by Film Global that is no more burdensome than the enrollment process.

Unless otherwise required by applicable law, cancellation becomes effective at the end of the then-current Membership Year. To avoid renewal charges, Film Global must receive the cancellation before the applicable Renewal Date. Membership Dues already paid are non-refundable except as otherwise required by applicable law or expressly provided by Film Global.

Film Global may elect not to renew any membership by providing reasonable notice before the applicable Renewal Date. Non-renewal shall not constitute termination for cause and shall not entitle the Member to any refund except as required by applicable law.

Film Global may modify:

• •Membership Dues;
• •membership categories;
• •Membership Benefits;
• •billing procedures;
• •payment methods;
• •pricing programs; or
• •other membership terms,

for future Membership Years by providing notice as required by applicable law. If the Member does not wish to renew under the revised terms, the Member's sole remedy is to cancel membership before the applicable Renewal Date.

If any payment is declined, returned, disputed, reversed, or otherwise unpaid, Film Global may:

• •suspend the Member's access to Membership Benefits;
• •notify the Member of the unpaid amount;
• •require payment by an alternative payment method;
• •charge any applicable returned payment or chargeback fees permitted by law; and
• •suspend or terminate membership if the default is not timely cured.

The Member remains responsible for all reasonable collection costs, including attorneys' fees where permitted by applicable law.

Membership Dues are exclusive of any applicable taxes imposed by governmental authorities, all of which are the responsibility of the Member.

Film Global may accept payment by ACH, wire transfer, credit card, debit card, digital wallet, check, or any other payment method approved by Film Global. Film Global may require particular payment methods for certain membership categories or transactions.

Except as required by applicable law or expressly approved by Film Global, Membership Dues are fully earned when paid and are non-refundable. This applies regardless of:

• •resignation;
• •cancellation;
• •suspension;
• •termination;
• •failure to attend events;
• •dissatisfaction with Membership Benefits;
• •relocation;
• •travel disruptions;
• •force majeure events; or
• •the Member's decision not to participate in Club activities.

The Member consents to receive electronically all notices relating to membership, including:

• •renewal reminders;
• •billing notices;
• •receipts;
• •membership updates;
• •event communications;
• •operational notices;
• •amendments to this Agreement; and
• •other communications relating to the Club.

Electronic delivery satisfies any requirement that such notices be provided in writing.

Film Global provides Members with access to a curated community of investors, filmmakers, industry leaders, family offices, institutions, and other professionals committed to advancing the future of film through investment, philanthropy, and meaningful industry connections. Subject to this Agreement, Members may receive access to Membership Benefits that Film Global elects to make available from time to time. Membership Benefits are intended to foster education, collaboration, networking, investment, philanthropy, and community among Members and are provided at Film Global's discretion.

Subject to availability and Film Global's sole discretion, Membership Benefits may include:

• •private networking events;
• •film investment summits;
• •film festival experiences;
• •private screenings and premieres;
• •red carpet events;
• •educational programming;
• •workshops and masterclasses;
• •industry panels;
• •guest speakers;
• •curated networking opportunities;
• •introductions within Film Global's network;
• •hospitality experiences and retreats;
• •philanthropic initiatives;
• •digital content and publications;
• •research and educational materials;
• •access to the Membership Platform;
• •preferred or early access to certain events;
• •access to selected Opportunities; and
• •other benefits Film Global may offer from time to time.

Film Global may, at any time and in its sole discretion:

• •add;
• •modify;
• •suspend;
• •replace;
• •relocate;
• •postpone; or
• •discontinue

any Membership Benefit, event, Opportunity, speaker, venue, digital feature, platform, experience, partnership, or program. Membership Benefits may vary based upon:

• •membership category;
• •invitation status;
• •event capacity;
• •geographic location;
• •sponsor requirements;
• •security considerations;
• •legal or regulatory requirements; or
• •other factors determined by Film Global.

No change to Membership Benefits shall constitute a breach of this Agreement.

Membership does not guarantee access to:

• •any particular event;
• •any specific number of events;
• •any speaker;
• •any filmmaker;
• •any producer;
• •any investor;
• •any celebrity;
• •any guest;
• •any Opportunity;
• •any introduction;
• •any business relationship;
• •any philanthropic initiative;
• •any educational program; or
• •any particular Membership Benefit.

The number, timing, format, quality, location, and availability of Membership Benefits may vary from year to year.

Certain Membership Benefits may involve third-party organizations, film festivals, studios, production companies, sponsors, venues, hotels, restaurants, speakers, entertainers, hospitality providers, travel providers, technology providers, or other partners. Film Global does not control those third parties and is not responsible for:

• •their acts or omissions;
• •scheduling changes;
• •cancellations;
• •admission decisions;
• •capacity limitations;
• •pricing;
• •travel disruptions;
• •security procedures; or
• •modifications to third-party programs.

Access to third-party experiences remains subject to the policies and availability of those third parties.

From time to time, Film Global may introduce Members to Opportunities that have been reviewed, curated, or otherwise evaluated through Film Global's internal processes. Film Global has no obligation to source, review, present, recommend, or make available any minimum number, type, size, timing, quality, or category of Opportunities. The absence of Opportunities during any period shall not constitute a breach of this Agreement and shall not entitle any Member to any refund or other remedy.

Film Global may permit Members to invite guests to selected events. Guests:

• •attend only with Film Global's approval;
• •must comply with all Club policies and event requirements;
• •may be denied admission or removed at any time; and
• •do not acquire any membership rights.

Film Global may establish guest limits, guest fees, invitation requirements, or event-specific restrictions at its discretion.

Attendance at Club events is subject to:

• •invitation status;
• •venue capacity;
• •security requirements;
• •sponsor requirements;
• •health and safety requirements;
• •applicable law; and
• •other conditions established by Film Global.

Film Global may deny admission to or remove any individual from any event whenever it determines such action is appropriate for the safety, security, integrity, reputation, or operation of the event or the Club.

Film Global may establish additional membership categories, membership tiers, corporate memberships, institutional memberships, founding memberships, lifetime memberships, honorary memberships, or other membership programs at any time. Different membership categories may receive different pricing, benefits, privileges, access levels, and Opportunities. No Member is entitled to receive benefits made available exclusively to another membership category.

Film Global may provide Members with access to community forums, online discussions, messaging features, member directories, newsletters, publications, and other communication channels. Film Global may monitor, moderate, restrict, suspend, or remove access to such communications at its discretion to protect the integrity, privacy, and professionalism of the Club.

Film Global is a private membership organization and is not a registered broker-dealer, investment adviser, financial planner, investment company, or fiduciary. Film Global does not provide investment, legal, tax, accounting, valuation, or other professional advice. All information, presentations, educational materials, discussions, events, publications, and communications made available through the Club are provided solely for general informational and educational purposes and should not be relied upon as professional advice or as a recommendation to make or refrain from making any investment. Members should consult their own professional advisors before making any investment or business decision.

Film Global does not recommend, endorse, guarantee, or express any opinion regarding:

• •any Opportunity;
• •any issuer;
• •any investment vehicle;
• •any sponsor;
• •any filmmaker;
• •any producer;
• •any management team;
• •any investment strategy;
• •any valuation;
• •any business plan; or
• •any prospective investment.

The decision to pursue any Opportunity rests solely with the Member.

Nothing contained in this Agreement or communicated through Film Global—including any event, presentation, publication, conversation, website, Membership Platform, email, or other communication – constitutes:

• •an offer to sell securities;
• •a solicitation of an offer to purchase securities;
• •investment advice;
• •investment management services; or
• •a recommendation regarding any investment.

Any investment opportunity that may become available shall be offered, if at all, only through its own definitive offering documents and only to persons who independently satisfy all applicable legal and regulatory requirements.

Participation in any Opportunity may require the execution of separate subscription agreements, operating agreements, partnership agreements, investment management agreements, confidentiality agreements, side letters, or other legal documentation. Such documents shall govern the applicable investment and shall control in the event of any inconsistency with this Agreement. Acceptance as a Member does not entitle any Member to participate in any Opportunity.

Each Member is solely responsible for conducting such legal, financial, tax, accounting, operational, commercial, regulatory, and investment due diligence as the Member considers appropriate. Members acknowledge that they are solely responsible for evaluating:

• •the merits and risks of any Opportunity;
• •the accuracy or completeness of any information received;
• •the qualifications of sponsors and management teams;
• •applicable legal and tax consequences; and
• •the suitability of any investment for their own objectives and circumstances.

Film Global owes no fiduciary duty to any Member arising from membership in the Club, attendance at events, participation in educational programming, introductions, networking activities, or the presentation of Opportunities. Any relationship between Film Global and a Member is solely contractual and governed by this Agreement unless otherwise expressly agreed in writing.

All investments involve substantial risk. Members acknowledge that investments introduced through Film Global may involve, among other risks:

• •loss of some or all invested capital;
• •illiquidity;
• •lack of diversification;
• •valuation uncertainty;
• •limited operating history;
• •financing risk;
• •execution risk;
• •regulatory risk;
• •market risk; and
• •other known or unknown risks.

Past performance is not indicative of future results. No representation is made that any investment will achieve its objectives or produce any particular return.

Film Global makes no representation or warranty regarding:

• •investment performance;
• •financial returns;
• •distributions;
• •profitability;
• •appreciation;
• •exit opportunities;
• •liquidity;
• •tax treatment; or
• •the success of any Opportunity.

Any projections, forecasts, financial models, business plans, or forward-looking statements are inherently uncertain and should not be relied upon as guarantees of future performance.

Where applicable, Members are solely responsible for ensuring that they satisfy all eligibility, accreditation, suitability, legal, regulatory, tax, and other requirements applicable to any Opportunity. Film Global may request information regarding such eligibility but assumes no responsibility for independently verifying a Member's qualifications except to the extent it elects to do so for its own purposes.

Film Global has no obligation to source, review, diligence, recommend, structure, or present any minimum number or category of Opportunities. Film Global may determine, in its sole discretion:

• •whether any Opportunity will be reviewed;
• •whether any Opportunity will be presented to Members;
• •which Members may receive access to a particular Opportunity;
• •the timing of any presentation; and
• •whether an Opportunity will be withdrawn at any time.

Film Global, its affiliates, officers, directors, employees, advisors, owners, contractors, sponsors, and related parties may have financial, business, ownership, advisory, management, investment, compensation, or other interests relating to an Opportunity that differ from those of a Member. Such persons may receive management fees, advisory fees, carried interest, equity interests, compensation, expense reimbursements, referral compensation where legally permitted, or other economic benefits in connection with Opportunities. Members acknowledge that such interests may create actual or potential conflicts of interest and agree that no such relationship shall, by itself, constitute a breach of this Agreement.

Members agree to comply with all applicable securities laws, anti-money laundering laws, sanctions laws, export control laws, anti-corruption laws, and other applicable legal and regulatory requirements relating to any Opportunity. Film Global may decline, restrict, suspend, or terminate participation in any Opportunity whenever it reasonably believes such action is appropriate to comply with applicable law or protect the Club or its Members.

Film Global reserves the right to establish, modify, suspend, or discontinue any policies, procedures, eligibility requirements, diligence processes, investment review processes, or participation requirements relating to Opportunities at any time. Nothing in this Agreement obligates Film Global to continue any investment-related activity or maintain any particular investment program.

Film Global may establish one or more advisory bodies, including a Board of Advisors, Investment Committee, Industry Council, or other advisory committees, to support the Club's mission and activities. Such advisory bodies are intended to provide strategic guidance, industry expertise, educational value, investment insight, relationship development, or other assistance as determined by Film Global. Film Global has no obligation to establish or maintain any advisory body.

Film Global may appoint, remove, replace, or modify the composition, size, qualifications, responsibilities, leadership, or structure of any advisory body at any time and in its sole discretion. Advisors may include experienced professionals from the film, entertainment, finance, venture capital, private equity, family office, philanthropy, technology, legal, academic, business, or other sectors. No Member has any right to nominate, appoint, remove, vote for, or approve any advisor unless expressly determined by Film Global.

Advisory bodies serve solely in an advisory capacity. Unless expressly authorized by Film Global in writing, no advisor has authority to:

• •bind Film Global;
• •make decisions on behalf of Film Global;
• •obligate Film Global;
• •approve investments;
• •admit or remove Members; or
• •act as an agent or representative of Film Global.

Film Global retains sole authority over all operational, business, membership, and investment-related decisions.

If Film Global establishes an Investment Committee or similar body, its role may include reviewing, evaluating, discussing, or providing recommendations regarding potential Opportunities. The existence of an Investment Committee does not create any obligation for Film Global to:

• •review any Opportunity;
• •present any Opportunity to Members;
• •recommend any investment;
• •conduct any particular level of due diligence; or
• •make Opportunities available to any Member.

Recommendations made by an Investment Committee are advisory only and do not constitute investment advice or recommendations to Members.

Members acknowledge that advisors serve the Club and not any individual Member. No advisor owes any fiduciary, advisory, investment, agency, or other duty to any Member solely by virtue of serving on an advisory body.

Advisors may receive compensation, expense reimbursement, equity, Membership Benefits, profit participation, carried interest, honoraria, or other consideration as determined by Film Global. Film Global has no obligation to disclose the terms of any advisor compensation arrangement except as required by applicable law.

Advisors may maintain independent business, investment, philanthropic, or professional relationships that differ from or compete with the interests of Members. Advisors may invest in, advise, manage, finance, own interests in, or otherwise participate in Opportunities or other businesses introduced through or related to Film Global. The existence of such relationships shall not, by itself, constitute a conflict requiring disclosure to Members except as required by applicable law.

Members shall not rely upon:

• •the identity or reputation of any advisor;
• •the participation of any advisor;
• •any statement or opinion expressed by an advisor; or
• •the existence of any advisory body,

as evidence of the quality, safety, suitability, or expected performance of any Opportunity, event, Membership Benefit, or activity. Each Member remains solely responsible for making independent decisions and conducting independent due diligence.

Film Global may establish, dissolve, suspend, reorganize, rename, combine, divide, or otherwise modify any advisory body at any time without notice. No Member has any right to the continued existence, composition, or participation of any advisor or advisory body.

Members are expected to conduct themselves professionally, respectfully, ethically, and in a manner that supports the integrity, reputation, and mission of Film Global. Members shall comply with this Agreement, all applicable laws, and any policies, standards, codes of conduct, event rules, or other requirements established by Film Global from time to time. Membership is a privilege, and Members are expected to contribute positively to the Club and its community.

Members shall not engage in conduct that, in Film Global's reasonable judgment:

• •disrupts Club activities;
• •interferes with another Member's enjoyment of Membership Benefits;
• •creates an unsafe, hostile, intimidating, or unprofessional environment;
• •harms or is reasonably likely to harm the reputation of Film Global or its Members; or
• •is inconsistent with the standards of a private membership organization.

Members are expected to treat fellow Members, guests, speakers, advisors, sponsors, employees, contractors, and other participants with professionalism and respect.

Members are solely responsible for complying with all applicable federal, state, local, and foreign laws and regulations relating to their conduct, business activities, investments, communications, and participation in Club activities. Nothing in this Agreement authorizes or encourages any unlawful conduct.

Without limiting Film Global's discretion, Members shall not:

• •violate this Agreement;
• •violate applicable law;
• •engage in fraud, deception, or other dishonest conduct;
• •harass, discriminate against, threaten, intimidate, or abuse any person;
• •knowingly provide false or misleading information to Film Global or other Members;
• •impersonate another person or misrepresent their identity, authority, qualifications, or affiliations;
• •interfere with the operation of the Club or any event;
• •misuse Club facilities, technology, or Membership Benefits;
• •circumvent Film Global's membership policies or admission process;
• •engage in conduct that could reasonably be expected to damage the Club's reputation or relationships; or
• •otherwise engage in conduct that Film Global determines is inconsistent with the interests of the Club or its Members.

Film Global encourages Members to develop genuine business, investment, and philanthropic relationships. However, Members shall not engage in excessive, aggressive, misleading, or abusive solicitation of other Members. Film Global may establish additional policies governing fundraising, investment opportunities, marketing activities, sponsorships, recruiting, product promotion, or other forms of solicitation.

Members shall respect the confidentiality and privacy of other Members and shall not disclose, use, copy, distribute, record, photograph, reproduce, or otherwise misuse Confidential Information except as expressly permitted by this Agreement or with the applicable person's consent.

Unless expressly authorized by Film Global, Members shall not:

• •audio record or video record Club events or private Member discussions;
• •livestream Club activities;
• •create transcripts of non-public discussions;
• •use artificial intelligence tools to record, transcribe, summarize, analyze, or reproduce non-public Club events or Member communications; or
• •distribute recordings or transcripts of Club activities.

Film Global may authorize recording or photography for selected events and may establish additional policies governing media, recordings, and artificial intelligence technologies.

Any Member directory, contact information, or other Member data is provided solely for legitimate membership purposes. Members shall not:

• •harvest Member information;
• •compile mailing lists;
• •sell or distribute Member information;
• •use Member information for unauthorized marketing; or
• •otherwise misuse Member data.

Members shall not represent that they speak on behalf of Film Global unless expressly authorized in writing. Members shall not use Film Global's name, trademarks, logos, branding, confidential information, or the identity of other Members in advertising, endorsements, promotional materials, public statements, press releases, social media, or similar communications without prior written authorization, except as permitted by applicable law. Nothing in this Agreement restricts any rights that cannot lawfully be restricted under applicable law.

Members shall reasonably cooperate with Film Global in connection with investigations involving alleged violations of this Agreement, provided that nothing herein requires a Member to waive any legal right or privilege. Failure to cooperate may be considered in determining whether continued membership is appropriate.

Film Global may investigate alleged violations of this Agreement and may take any action it determines appropriate, including:

• •issuing warnings;
• •restricting Membership Benefits;
• •removing a Member or guest from an event;
• •suspending membership;
• •declining renewal;
• •terminating membership; or
• •pursuing any other remedy available under this Agreement or applicable law.

Film Global's decision regarding enforcement shall be final and binding, except as otherwise required by applicable law.

The examples of prohibited conduct contained in this Article are illustrative and not exhaustive. Film Global reserves the right to determine, in its reasonable discretion, whether any conduct is inconsistent with the standards, reputation, mission, or best interests of the Club or its Members.

Membership in Film Global provides access to Confidential Information that is valuable to Film Global, its Members, advisors, speakers, sponsors, partners, and other participants. The Member shall maintain the confidentiality of all Confidential Information and shall use such information solely for legitimate membership purposes and in accordance with this Agreement. The Member shall exercise at least the same degree of care used to protect the Member's own confidential information, but in no event less than a reasonable degree of care.

Except with the prior written consent of Film Global or the applicable owner of the information, the Member shall not directly or indirectly:

• •disclose Confidential Information to any third party;
• •copy, reproduce, distribute, publish, transmit, or display Confidential Information;
• •use Confidential Information for personal or commercial purposes unrelated to membership;
• •permit any other person to access Confidential Information; or
• •otherwise misuse Confidential Information.

Members acknowledge that the identities, contact information, business relationships, investment activities, family office affiliations, philanthropic activities, and participation of other Members may constitute Confidential Information. Members shall respect the privacy of all Members and shall not disclose another Member's identity or participation in Film Global without that Member's consent, unless required by applicable law.

Members shall treat all information relating to Opportunities, Deal Terms, investment discussions, diligence materials, negotiations, financing structures, business plans, financial information, and related materials as Confidential Information unless such information becomes publicly available through no breach of this Agreement.

Unless expressly authorized by Film Global, Members shall not:

• •record Club events;
• •record Member discussions;
• •create transcripts of non-public events;
• •distribute presentations or educational materials;
• •photograph confidential materials;
• •reproduce confidential documents;
• •use artificial intelligence tools to capture, summarize, analyze, or reproduce non-public Club discussions; or
• •distribute recordings, transcripts, or summaries of Club activities.

If a Member is required by law, regulation, subpoena, court order, or governmental process to disclose Confidential Information, the Member shall, to the extent legally permitted:

• •promptly notify Film Global before making such disclosure;
• •cooperate with Film Global in seeking appropriate protective treatment; and
• •disclose only the portion of the Confidential Information legally required to be disclosed.

Upon request by Film Global or upon termination of membership, the Member shall promptly return, destroy, or permanently delete Confidential Information in the Member's possession or control, except to the extent retention is required by applicable law or maintained solely in routine backup systems not readily accessible in the ordinary course of business.

Nothing contained in this Agreement grants the Member any ownership interest, license, or other right in or to any Confidential Information except the limited right to use such information as expressly permitted by this Agreement.

The Member acknowledges that unauthorized disclosure or misuse of Confidential Information may cause immediate and irreparable harm for which monetary damages alone may be inadequate. Accordingly, Film Global shall be entitled to seek temporary, preliminary, and permanent injunctive or other equitable relief, in addition to any other remedies available at law or in equity, without the necessity of posting bond except to the extent required by applicable law.

The Member's confidentiality obligations shall survive the suspension, expiration, non-renewal, or termination of membership and shall continue until the applicable Confidential Information no longer qualifies as Confidential Information under this Agreement or applicable law.

Film Global may adopt additional confidentiality, information security, data access, or document handling policies from time to time. Members agree to comply with such policies as a condition of continued membership.

Film Global and its licensors retain all right, title, and interest in and to all intellectual property and proprietary rights relating to the Club, including:

• •the Film Global name;
• •trademarks;
• •service marks;
• •logos;
• •trade dress;
• •domain names;
• •websites;
• •the Membership Platform;
• •software;
• •databases;
• •publications;
• •educational materials;
• •presentations;
• •research;
• •written content;
• •audio and video content;
• •photographs;
• •graphics;
• •marketing materials;
• •event materials;
• •recordings;
• •proprietary methodologies;
• •artificial intelligence-generated content;
• •and all other content, materials, technology, and intellectual property made available by or on behalf of Film Global.

Except for the limited rights expressly granted under this Agreement, no ownership or license rights are transferred to the Member.

Subject to this Agreement, Film Global grants the Member a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use Membership Benefits solely for the Member's personal or internal business purposes in connection with membership. The Member shall not reproduce, modify, distribute, publish, publicly display, publicly perform, create derivative works from, sell, license, or otherwise exploit any Film Global intellectual property except with Film Global's prior written consent.

Unless expressly authorized in writing by Film Global, the Member shall not:

• •copy or reproduce Film Global content;
• •distribute or publish Film Global materials;
• •remove proprietary notices;
• •modify or create derivative works from Film Global materials;
• •reverse engineer, decompile, or attempt to access source code for any software or technology;
• •use Film Global content to develop or support a competing business or service;
• •use Film Global's trademarks, logos, or branding;
• •use Film Global materials to train artificial intelligence or machine learning systems; or
• •otherwise infringe or misuse Film Global's intellectual property.

If a Member voluntarily submits comments, suggestions, testimonials, ideas, feedback, proposals, photographs, recordings, or other content to Film Global ("Member Content"), the Member grants Film Global a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, sublicensable, and non-exclusive license to use, reproduce, modify, publish, distribute, display, perform, create derivative works from, and otherwise exploit such Member Content for any lawful business purpose. The Member represents that the Member has all rights necessary to grant this license.

Film Global or its authorized representatives may photograph, audio record, or video record Club events. By attending Club events, the Member grants Film Global a worldwide, perpetual, royalty-free, non-exclusive license to use the Member's name, image, likeness, voice, statements, and appearance captured in connection with Club activities for promotional, educational, archival, editorial, and other lawful business purposes, in any media now known or later developed. If a Member wishes not to appear in promotional materials, the Member may notify Film Global in advance of the applicable event. Film Global will use commercially reasonable efforts to honor such requests but cannot guarantee that incidental appearances will not occur.

Certain Membership Benefits may include intellectual property owned by speakers, sponsors, filmmakers, publishers, partners, or other third parties. Nothing in this Agreement grants the Member any rights in such third-party intellectual property beyond those expressly authorized by the applicable owner.

All rights not expressly granted under this Agreement are reserved by Film Global and its licensors. No implied license shall arise under this Agreement.

Film Global may suspend a Member's membership or restrict access to any Membership Benefits immediately, with or without prior notice, whenever Film Global reasonably determines that such action is appropriate to:

• •protect the Club or its Members;
• •investigate a potential violation of this Agreement;
• •address non-payment of Membership Dues;
• •comply with applicable law;
• •protect the security, integrity, or reputation of the Club; or
• •otherwise further the legitimate interests of Film Global.

During any period of suspension, Film Global may restrict or revoke access to events, the Membership Platform, Opportunities, communications, or any other Membership Benefits.

Film Global may terminate a Member's membership at any time, with or without cause, by providing notice to the Member. Without limiting the foregoing, grounds for termination may include:

• •violation of this Agreement;
• •failure to pay Membership Dues;
• •material misrepresentation;
• •unlawful conduct;
• •conduct inconsistent with the standards or interests of the Club;
• •misuse of Confidential Information;
• •misuse of Membership Benefits;
• •conduct that may reasonably be expected to harm Film Global or its Members; or
• •any other reason that Film Global reasonably determines makes continued membership inappropriate.

Termination shall become effective on the date specified in Film Global's notice unless otherwise stated.

A Member may resign membership at any time by providing notice in accordance with this Agreement. Resignation does not relieve the Member of any obligations that accrued before the effective date of resignation, including any payment obligations. Unless otherwise required by applicable law or expressly approved by Film Global, Membership Dues previously paid remain non-refundable.

Upon suspension or termination, Film Global may immediately revoke or restrict the Member's access to:

• •Membership Benefits;
• •the Membership Platform;
• •Club events;
• •Opportunities;
• •publications;
• •communications;
• •member directories; and
• •any other services or resources provided through membership.

Termination automatically ends the Member's right to hold themselves out as a Film Global Member.

Suspension, resignation, expiration, non-renewal, or termination of membership does not affect:

• •payment obligations that arose before the effective date;
• •confidentiality obligations;
• •intellectual property obligations;
• •indemnification obligations;
• •dispute resolution provisions; or
• •any other provisions that by their nature are intended to survive.

Except as required by applicable law or expressly approved by Film Global, suspension, resignation, expiration, non-renewal, or termination of membership shall not entitle the Member to any refund, credit, offset, or prorated return of Membership Dues.

Film Global may investigate any alleged violation of this Agreement. The Member agrees to cooperate reasonably with such investigation, provided that nothing herein requires the Member to waive any legal right or privilege. Film Global may make decisions based upon the information reasonably available to it and shall not be obligated to conduct any particular investigation before taking action under this Agreement.

Following suspension or termination, Film Global may, in its sole discretion, reinstate a former Member upon such terms and conditions as it determines appropriate. No person whose membership has been suspended, terminated, or allowed to lapse has any right to reinstatement.

The rights and remedies set forth in this Article are cumulative and may be exercised individually or in combination. Film Global's decision to suspend, terminate, decline to renew, or otherwise restrict membership shall not limit any other rights or remedies available under this Agreement or applicable law. The failure or delay by Film Global to exercise any right or remedy shall not constitute a waiver of that right or remedy.

Except as expressly provided in this Agreement, Membership Benefits are provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis. To the fullest extent permitted by applicable law, Film Global disclaims all representations and warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, quality, or uninterrupted access. Film Global does not warrant that Membership Benefits will meet any Member's expectations or that any event, Opportunity, speaker, communication, technology, or Membership Benefit will be available at any particular time.

Film Global makes no representation or warranty regarding:

• •the value of membership;
• •business opportunities;
• •investment opportunities;
• •introductions;
• •networking outcomes;
• •fundraising success;
• •investment performance;
• •financial returns;
• •philanthropic outcomes;
• •professional advancement;
• •educational results;
• •relationships formed through the Club; or
• •any other result arising from membership.

Each Member's experience will depend upon numerous factors beyond Film Global's control.

Membership Benefits may involve third-party venues, sponsors, speakers, filmmakers, investment sponsors, technology providers, travel providers, hospitality providers, service providers, or other independent third parties. Film Global does not control and is not responsible for:

• •the acts or omissions of third parties;
• •their products or services;
• •their availability;
• •their accuracy;
• •their security;
• •their business practices; or
• •any loss arising from a Member's interactions with such third parties.

Any relationship between a Member and a third party is solely between those parties.

Members voluntarily participate in Club activities and assume all risks associated with such participation, including risks relating to:

• •travel;
• •transportation;
• •hospitality venues;
• •networking activities;
• •investment discussions;
• •business relationships;
• •physical activities;
• •food and beverages;
• •public health conditions; and
• •any other risks incidental to participation in Club events or Membership Benefits.

Members remain solely responsible for their own safety, decisions, property, and conduct.

To the fullest extent permitted by applicable law, the Member releases and forever discharges Film Global and its affiliates, owners, managers, officers, directors, employees, contractors, advisors, sponsors, volunteers, representatives, successors, and assigns from any and all claims arising out of or relating to Membership Benefits, Club activities, or participation in the Club, except to the extent resulting from gross negligence, willful misconduct, or other liability that cannot lawfully be waived.

To the fullest extent permitted by applicable law, Film Global shall not be liable for any:

• •indirect damages;
• •incidental damages;
• •consequential damages;
• •special damages;
• •exemplary damages;
• •punitive damages;
• •loss of profits;
• •loss of business opportunities;
• •loss of goodwill;
• •loss of reputation;
• •loss of data;
• •business interruption; or
• •other economic losses,

arising out of or relating to this Agreement, membership, Membership Benefits, Opportunities, Club activities, or the acts or omissions of any third party, regardless of the legal theory asserted and even if Film Global has been advised of the possibility of such damages.

To the fullest extent permitted by applicable law, the aggregate liability of Film Global arising out of or relating to this Agreement, membership, or any Membership Benefit shall not exceed the total Membership Dues actually paid by the Member to Film Global during the twelve (12) months immediately preceding the event giving rise to the claim.

Film Global shall not be responsible for any delay, interruption, cancellation, modification, or failure to perform resulting from causes beyond its reasonable control, including:

• •acts of God;
• •natural disasters;
• •fire;
• •flood;
• •epidemic or pandemic;
• •war;
• •terrorism;
• •civil unrest;
• •labor disputes;
• •governmental action;
• •utility failures;
• •internet or telecommunications failures;
• •cyberattacks;
• •technology failures;
• •venue closures;
• •transportation disruptions; or
• •other events beyond Film Global's reasonable control.

Such events shall not entitle the Member to any refund, credit, or other compensation except as required by applicable law.

No owner, member, manager, officer, director, advisor, employee, contractor, volunteer, representative, or affiliate of Film Global shall have any personal liability arising out of this Agreement or the Member's participation in the Club. Any claim relating to this Agreement shall be asserted solely against Film Global, except as otherwise required by applicable law.

The Member acknowledges that the disclaimers, releases, limitations of liability, and allocations of risk contained in this Agreement are material terms of this Agreement and form an essential basis upon which Film Global has agreed to provide membership. These provisions shall apply to the fullest extent permitted by applicable law.

To the fullest extent permitted by applicable law, the Member shall defend, indemnify, and hold harmless Film Global and its affiliates, together with their respective owners, members, managers, officers, directors, employees, contractors, advisors, representatives, volunteers, successors, and assigns (collectively, the "Indemnified Parties"), from and against any and all claims, demands, actions, causes of action, liabilities, damages, judgments, settlements, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees, expert witness fees, investigation costs, and court costs) arising out of or relating to:

• •the Member's breach of this Agreement;
• •the Member's violation of applicable law;
• •the Member's misuse of Membership Benefits, Confidential Information, Club Information, Opportunities, or the Membership Platform;
• •the Member's negligent acts or omissions or willful misconduct;
• •any dispute between the Member and another Member, guest, sponsor, filmmaker, speaker, advisor, service provider, venue, investment sponsor, or other third party arising out of the Member's participation in the Club;
• •the Member's participation in any Opportunity; or
• •any act or omission of the Member giving rise to liability for an Indemnified Party.

If any claim subject to indemnification is asserted against an Indemnified Party, Film Global may assume the defense of such claim using counsel of its choosing, at the Member's expense to the extent indemnification applies. Nothing contained herein limits Film Global's right to participate in or control the defense of any matter affecting its interests.

The Member's indemnification obligations apply regardless of whether the applicable claim arises during or after the Member's suspension, resignation, expiration, non-renewal, or termination of membership.

The indemnification rights contained in this Agreement are cumulative and in addition to any other rights or remedies available at law, in equity, or under any other agreement.

The Member's obligations under this Article shall not be limited by any limitation of liability or exclusive remedy contained elsewhere in this Agreement.

Film Global shall provide the Member with reasonably prompt notice of any claim for which indemnification is sought, provided that any failure to provide such notice shall not relieve the Member of its obligations except to the extent the Member is materially prejudiced by such failure. The Member shall reasonably cooperate with Film Global in the defense or resolution of any such claim.

Nothing contained in this Article limits any other rights or remedies available to Film Global under this Agreement, applicable law, or in equity.

This Agreement, the Member's membership, all Membership Benefits, all Club activities, any Opportunity, and any dispute, claim, or controversy arising out of or relating to any of the foregoing shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles that would require the application of the laws of another jurisdiction.

Before initiating arbitration or any court proceeding permitted under this Agreement, either party shall provide written notice describing the dispute in reasonable detail. The parties agree to use commercially reasonable, good faith efforts to resolve the dispute through informal discussions for a period of at least thirty (30) days after delivery of such notice. Nothing in this Section shall prevent either party from seeking temporary, preliminary, emergency, or other equitable relief whenever necessary to prevent immediate or irreparable harm.

Except as expressly provided in this Agreement, any dispute, claim, or controversy arising out of or relating to this Agreement, the Member's membership, Membership Benefits, Club activities, the Membership Platform, any Opportunity, or the relationship between Film Global and the Member shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator in Denver, Colorado, unless the parties otherwise agree in writing. The arbitrator shall have exclusive authority to determine all issues relating to the interpretation, applicability, enforceability, formation, or scope of this Agreement, including any claim that all or any portion of this Agreement is void or voidable. The arbitrator shall have authority to award any remedy available under applicable law or this Agreement. The arbitrator's award shall be final and binding upon the parties, and judgment upon the award may be entered in any court having jurisdiction.

Notwithstanding any other provision of this Agreement, Film Global may seek temporary, preliminary, or permanent injunctive relief, specific performance, or any other equitable remedy in any court of competent jurisdiction whenever necessary to protect:

• •Confidential Information;
• •Club Information;
• •intellectual property;
• •trade secrets;
• •Member information;
• •proprietary rights; or
• •any other right or interest for which monetary damages would be an inadequate remedy.

Seeking equitable relief shall not waive Film Global's right to arbitrate any remaining claims.

To the fullest extent permitted by applicable law, the Member and Film Global agree that all disputes shall be brought solely in an individual capacity. Neither party shall bring, participate in, recover through, or serve as a representative in any class action, collective action, consolidated action, representative action, private attorney general action, or similar proceeding. The arbitrator shall have no authority to consolidate claims involving different parties or to preside over any class, collective, representative, or similar proceeding.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER APPLIES TO ANY COURT PROCEEDING, INCLUDING ANY ACTION TO ENFORCE, CONFIRM, MODIFY, VACATE, OR CHALLENGE AN ARBITRATION AWARD.

Any court proceeding permitted under this Agreement shall be brought exclusively in the state or federal courts located in Denver County, Colorado. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based upon personal jurisdiction, improper venue, or forum non conveniens.

The prevailing party in any arbitration or court proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees, arbitration fees, expert witness fees, court costs, and other reasonable litigation expenses, to the fullest extent permitted by applicable law.

To the fullest extent permitted by applicable law, any claim arising out of or relating to this Agreement must be commenced within one (1) year after the claim first arose or reasonably should have been discovered. Any claim not commenced within such period shall be permanently barred.

Except as required by applicable law, all arbitration proceedings, testimony, pleadings, motions, discovery materials, evidence, hearings, rulings, and arbitration awards shall remain confidential. Disclosure shall be permitted only to the extent reasonably necessary:

• •to enforce, confirm, modify, or challenge an arbitration award;
• •to comply with applicable law, regulation, subpoena, or court order;
• •to obtain legal, tax, accounting, financing, insurance, or other professional advice; or
• •with the prior written consent of all affected parties.

The provisions of this Article shall survive the Member's suspension, resignation, expiration, non-renewal, or termination of membership and shall remain enforceable to the fullest extent permitted by applicable law.

This Agreement constitutes the entire agreement between Film Global and the Member with respect to the Member's membership and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, communications, and agreements, whether oral or written, relating to the subject matter of this Agreement.

Film Global may amend this Agreement, the Membership Benefits, Club policies, or any other membership-related terms from time to time by providing notice through the Membership Platform, electronic mail, or any other reasonable method of communication. Unless otherwise required by applicable law, any amendment shall become effective on the date specified in the applicable notice. The Member's continued membership, payment of Membership Dues, participation in Club activities, or use of any Membership Benefits after the effective date of an amendment constitutes the Member's acceptance of the amended Agreement.

The Member may not assign, delegate, transfer, pledge, sublicense, or otherwise convey any rights or obligations under this Agreement without Film Global's prior written consent. Film Global may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, purchaser, lender, or other entity in connection with any merger, acquisition, financing, restructuring, recapitalization, sale of assets, or other business transaction. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

No failure or delay by Film Global in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that or any other right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of Film Global. A waiver of any breach shall not constitute a waiver of any prior, subsequent, or continuing breach.

If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law. If necessary, the provision shall be modified only to the minimum extent necessary to make it enforceable while preserving the parties' original intent as closely as possible. The remaining provisions of this Agreement shall remain in full force and effect.

Nothing contained in this Agreement creates any partnership, joint venture, agency, fiduciary, employment, franchise, or other similar relationship between Film Global and the Member. Membership does not confer any ownership interest, equity, governance rights, voting rights, management authority, or other proprietary interest in Film Global or any affiliate.

Except as expressly provided in this Agreement, this Agreement is solely for the benefit of Film Global and the Member. No other person or entity shall have any rights under this Agreement as a third-party beneficiary.

The Member agrees that this Agreement, together with all related notices, disclosures, acknowledgments, consents, communications, invoices, receipts, amendments, and other records, may be executed, delivered, maintained, and stored electronically. Electronic signatures, electronic records, and electronic communications shall have the same legal force and effect as original paper documents and handwritten signatures to the fullest extent permitted by applicable law. The Member waives any right to challenge the legal validity or enforceability of this Agreement solely because it was executed, delivered, or maintained electronically.

Unless otherwise required by applicable law, Film Global may provide any notice required under this Agreement by:

• •electronic mail;
• •the Membership Platform;
• •the Member's online account;
• •overnight courier;
• •certified mail; or
• •any other reasonable method of communication designated by Film Global.

The Member is solely responsible for maintaining current contact information with Film Global. Electronic notices shall be deemed received when transmitted unless returned as undeliverable. Notices sent by mail or courier shall be deemed received upon delivery or refusal of delivery.

The headings contained in this Agreement are for convenience only and shall not affect its interpretation. The words "including," "include," and similar terms shall be deemed to mean "including without limitation." The singular includes the plural and the plural includes the singular whenever the context requires. References to one gender include all genders. This Agreement shall not be construed against either party by reason of authorship or drafting.

Any provision of this Agreement that by its nature or express terms is intended to survive the suspension, resignation, expiration, non-renewal, or termination of membership shall survive, including provisions relating to:

• •payment obligations;
• •confidentiality;
• •intellectual property;
• •indemnification;
• •disclaimers;
• •limitations of liability;
• •dispute resolution; and
• •any other continuing obligations.

Film Global's collection, use, storage, disclosure, and protection of personal information are governed by its Privacy Policy, as amended from time to time. By accepting this Agreement, the Member acknowledges that the Member has reviewed, understands, and agrees to the Privacy Policy, which is incorporated into this Agreement by reference.

Film Global reserves all rights not expressly granted under this Agreement. Nothing contained in this Agreement shall be construed as limiting any rights, remedies, protections, or equitable relief available to Film Global under applicable law or in equity.