Common use of SERVICES AND RESPONSIBILITIES Clause in Contracts

SERVICES AND RESPONSIBILITIES. A. xX Responsibilities — iQ agrees to: i. Accept investor data from the Issuer, generally via a commercially reasonable software system or technology provider, but also via other means as may be established by mutual agreement; ix. xX will process information from potential investors, including, but not limited to, running or otherwise verifying reasonable background checks for anti-money laundering, BSA, and PATRIOT Act purposes as well as IRS tax fraud identification and purposes, and to gather and review responses to customer identification information (together, “AML”) as well as comply with applicable Know Your Customer (“KYC”) rules for an issuer-directed Regulation A offering. ixx. Xxxxxx the subscription agreement the potential investor is entering into to confirm their participation in the Offering and determine, in our sole and absolute discretion, whether to accept the use of the subscription agreement for the potential investor’s participation; ix. Xxxxxxx the Issuer, Issuer's agents or investors, if needed, to gather additional information or clarification from prospective investors; v. Warrant that we are properly licensed to conduct securities business in the state of the investor’s residence; vi. Warrant that we are an SEC registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business; vii. Warrant that our personnel who execute and process the transaction are appropriately licensed securities representatives and/or principals, as required by regulations for the business being conducted; viii. Not compensate any unregistered person with any fees based upon the amount or success of any investment in the Offering; ix. Provide the Issuer with prompt notice about inconsistent, incorrect or otherwise flagged subscriptions; x. Provide Issuer and/or the Issuer’s agents with prompt notice for investors and/or transactions we believe they should decline to accept based on our compliance process; xi. File the necessary broker-dealer forms with FINRA as soon as reasonably practicable after the Issuer and/or Issuer’s agent file or submit documents related to the Offering to the SEC; xii. Maintain required files and records; xiii. Not solicit or sell to investors or provide any other services or investment products related to this Offering. iQ’s role involving contact with investors is limited to gathering information to perform the Facilitation Services, and answering questions with factual information from Issuer’s Offering documents, but not soliciting, selling or giving any recommendations or advice to any Investor. xiv. Not provide any investment advice nor any investment recommendations to any investor (declining to accept a transaction is not considered investment advice or a recommendation for purposes of this Agreement) related to this Offering, unless an additional contract for such services is entered into, and incorporated by reference into this Agreement; xv. Keep investor details and data confidential and not disclose to any third-party except as required to complete the Facilitation Services or as required by regulators, by law or otherwise in our performance under this Agreement; and xvi. Transmit book-entry format data to the Issuer's transfer agent responsible for maintaining the Issuer's responsibilities for managing investors and record keeping. B. Issuer Responsibilities — Issuer agrees to: i. Refer investors, at its sole and arbitrary discretion, to iQ so that iQ may perform the Facilitation Services as described herein on behalf of Issuer; ii. Internally and operationally develop programs and policies to give effect to this objective; iii. Educate and orientate all Issuer staff on the purposes and goals of this Agreement; iv. Ensure investors understand they are making a “self-directed” investment decision, and provide iQ with all KYC and AML details and data that we reasonably request and require to meet our regulatory responsibilities and as needed pursuant to our operating policies and procedures;

SERVICES AND RESPONSIBILITIES. A. xX Responsibilities — iQ agrees to:The parties acknowledge that all services ------------------------------ rendered by you on behalf of Trimark shall be on a non-exclusive, first priority basis and shall take precedence over any services you render for any third parties. Notwithstanding the foregoing, you may render services on your own or Lender's behalf which may take priority over the services you are to render to Trimark hereunder. i. Accept investor data from the Issuer, generally (a) setting up a motion picture production entity to fully finance motion picture distribution via a commercially reasonable software system or technology provider, major studio; (b) acting as an agent representing producers of independent motion pictures (but also via specifically not representing any distribution entity other means than LIVE Entertainment); (c) acting as may be established by mutual agreement; ixa sales agent for domestic rights of motion picture product primarily geared for television distribution; (d) independent theatrical motion picture production company (but specifically not a distribution entity); (e) independent television production company; (f) rendering consulting services for LIVE Entertainment; and (g) acting as an agent with respect to the sale of a library of motion picture titles. xX will process information from potential investors, including, but not limited to, running or otherwise verifying reasonable background checks for anti-money laundering, BSA, and PATRIOT Act purposes as well as IRS tax fraud identification and purposes, and to gather and review responses to customer identification information (together, “AML”) as well as comply with applicable Know Your Customer (“KYC”) rules for an issuer-directed Regulation A offering. ixx. Xxxxxx In the subscription agreement the potential investor is entering event that you enter into to confirm their participation in the Offering and determine, in our sole and absolute discretion, whether to accept the use of the subscription agreement for the potential investor’s participation; ix. Xxxxxxx the Issuer, Issuer's agents or investors, if needed, to gather additional information or clarification from prospective investors; v. Warrant that we are properly licensed to conduct securities any other business in the state of the investor’s residence; vi. Warrant that we are an SEC registered, FINRA member, SIPC insured firm in good standing and licensed to conduct securities business; vii. Warrant that our personnel who execute and process the transaction are appropriately licensed securities representatives and/or principals, as required by regulations for the business being conducted; viii. Not compensate any unregistered person with any fees based upon the amount or success of any investment in the Offering; ix. Provide the Issuer with prompt notice about inconsistent, incorrect or otherwise flagged subscriptions; x. Provide Issuer and/or the Issuer’s agents with prompt notice for investors and/or transactions we believe they should decline to accept based on our compliance process; xi. File the necessary broker-dealer forms with FINRA as soon as reasonably practicable after the Issuer and/or Issuer’s agent file or submit documents significantly related to the Offering business activities of Trimark, you shall inform Trimark thereof in writing. Also, you shall advise Trimark, in writing, before you take on any other entertainment consultant arrangement for an entity similar to LIVE or Trimark or if you join the board of directors of any other entertainment company. The foregoing notwithstanding and notwithstanding anything to the SEC; xiicontrary contained herein, in the event that you do render services which constitute a conflict of interest (other than the Pre-existing Businesses) with Trimark's affairs (as Trimark my ascertain in its sole reasonable discretion), Trimark shall have the right to terminate this Agreement without any further obligation to you whatsoever. Maintain required files Xxxxxxx shall provide Trimark with advice and records; xiiiguidance as Trimark shall reasonably require with respect to Trimark's businesses. Not solicit or sell to investors or provide any other services or investment products related to this Offering. iQ’s role involving contact with investors is limited to gathering information to perform Without limiting the Facilitation Servicesgenerality of the foregoing, Xxxxxxx shall specifically offer Trimark advice and answering questions with factual information from Issuer’s Offering documentsguidance, but not soliciting, selling or giving any recommendations or advice to any Investor. xiv. Not provide any investment advice nor any investment recommendations to any investor (declining to accept a transaction is not considered investment advice or a recommendation for purposes of this Agreement) related to this Offering, unless an additional contract for such services is entered into, and incorporated by reference into this Agreement; xv. Keep investor details and data confidential and not disclose to any third-party except as required to complete the Facilitation Services or as required by regulators, by law or otherwise in our performance under this Agreement; and xvi. Transmit book-entry format data to the Issuerbest of Xxxxxxx'x ability, with respect to the following matters: Trimark's transfer agent responsible for maintaining the Issuertheatrical distribution of its product; Trimark's responsibilities for managing investors DVD business; Trimark's strategic planning; Trimark's acquisition of product and/or libraries and record keepingTrimark's television business. B. Issuer Responsibilities — Issuer agrees to: i. Refer investors, at its sole and arbitrary discretion, to iQ so that iQ may perform the Facilitation Services as described herein on behalf of Issuer; ii. Internally and operationally develop programs and policies to give effect to this objective; iii. Educate and orientate all Issuer staff on the purposes and goals of this Agreement; iv. Ensure investors understand they are making a “self-directed” investment decision, and provide iQ with all KYC and AML details and data that we reasonably request and require to meet our regulatory responsibilities and as needed pursuant to our operating policies and procedures;