SUBSCRIPTION AGREEMENT CLASS A PREFERRED UNITS IN THE CHOSEN, LLCSubscription Agreement • May 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
This Subscription Agreement relates to my/our agreement to purchase $_______ (the “Subscription Price”) of Class A Preferred Units of membership interest (the “Units”) to be issued by The Chosen, LLC (the “Company”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Units, dated ____________, as the same may be supplemented or amended (collectively, the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
AMENDED AND RESTATED OPERATING AGREEMENT FOR THE CHOSEN, LLC A UTAH LIMITED LIABILITY COMPANYOperating Agreement • May 17th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
This Amended and Restated Operating Agreement, is made as of March 6, 2018, by and among the parties listed on the signature pages hereof, with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2020 • Chosen, LLC • Services-motion picture & video tape production • Utah
THIS AGREEMENT (“Agreement”) is made effective as of the 1st day of August 2020 (the “Effective Date”) by and between THE CHOSEN, LLC, a Utah limited liability company (the “Company”) and Derral Eves an individual (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 3rd, 2020 • Chosen, LLC • Services-motion picture & video tape production • Utah
THIS AGREEMENT (“Agreement”) is made effective as of the 15 day of July, 2020 (the “Effective Date”) by and between THE CHOSEN, LLC, a Utah limited liability company (the “Company”) and Adam Swerdlow an individual (“Employee”).
CONTENT LICENSE AGREEMENTContent License Agreement • October 24th, 2022 • Chosen, LLC • Services-motion picture & video tape production • Utah
This Content License Agreement (“Agreement”) is made and entered into as of October 18, 2022 (the “Effective Date”), by and between The Chosen, LLC (“TCL”) and Angel Studios, Inc. (“Angel”), with respect to the distribution and exploitation of certain audiovisual programs as further set forth below. Each of TCL and Angel are sometimes referred to herein as a “Party” and are collectively referred to herein as the “Parties.” This Agreement supersedes and replaces the Exclusive Video-On-Demand and Subscription Video-On-Demand License Agreement (the “Prior Agreement”) dated as of November 26, 2019 between TCL and Angel (formerly known as VidAngel, Inc.) and therefore the Prior Agreement has no force or effect in any manner or portion whatsoever as of the Effective Date. In consideration of the agreements and mutual promises set forth herein, the Parties hereby agree as follows:
MEMBERSHIP INTEREST ASSIGNMENT AGREEMENTMembership Interest Assignment Agreement • April 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production
This Membership Interest Assignment Agreement (this "Agreement") is made as of the 5th day of March, 2018 (the "Effective Date") by and among Dallas Jenkins (the "Assignor") and The Chosen Productions, LLC (the "Assignee"), a Utah limited liability company.
CONTRIBUTION FUNDING AND PRODUCTION AGREEMENTContribution Funding and Production Agreement • December 2nd, 2022 • Chosen, LLC • Services-motion picture & video tape production • Delaware
This Contribution Funding and Production Agreement (this “Agreement”) is dated as of November 29, 2022 (the “Agreement Date”) and is made and entered into by and between The Chosen, LLC, a Utah limited liability company (together with its successor-in-interest, The Chosen, Inc., a Delaware corporation “Recipient”), and Come and See Foundation, Inc., a North Carolina non-profit corporation (“Contributor”). Such entities are referred to herein collectively as the “Parties” and individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 1 hereof.
Mr. Derral Eves Chief Executive Officer The Chosen, LLC Suite 5 Hurricane, UT. 84737Engagement as Exclusive Placement Agent • April 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
This engagement letter agreement (this “Agreement”) sets forth the terms under which Cambria Capital LLC, a FINRA and SEC registered broker-dealer (“we” or “Cambria”), is being engaged to act as the exclusive placement agent for The Chosen, LLC (“you” or the “Company” and collectively, with Cambria, the “Parties”) with respect to certain financial advisory, investment banking and related matters. This engagement agreement (this “Agreement”) will be deemed to be effective as of the date set forth above.
ContractProduction Services and Funding Agreement • June 20th, 2024 • Chosen, Inc. • Services-motion picture & video tape production • Delaware
This Exhibit 10.2 includes certain identified information that has been redacted because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential. Where information has been redacted, it has been so indicated by a “[***]”.
EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT The Chosen, LLC AddressVideo-on-Demand and Subscription Video-on-Demand License Agreement • May 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
This Video-on-Demand and Subscription Video-on-Demand License Agreement (“Agreement”) is made as of this 9th day of February, 2018 (the “Effective Date”), by and between The Chosen, LLC, a Utah limited liability corporation with its principal place of business located at 4 S. 2600 W, Ste 5, Hurricane, UT 84737 (“Licensor”), and VidAngel, Inc., a Delaware corporation located at 295 W. Center Street, Provo, Utah 84601 (“Licensee”) (referred to individually as “Party” or collectively, the “Parties”) with respect to licensing certain Video-on-Demand and Subscription-Video-On-Demand content defined herein as the “Licensed Materials.”
ContractAmendment • December 6th, 2024 • 5&2 Studios, Inc. • Services-motion picture & video tape production
This Exhibit 10.1 includes certain identified information that has been redacted because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential. Where information has been redacted, it has been so indicated by a “[***]”.
LICENSE AGREEMENTLicense Agreement • December 2nd, 2022 • Chosen, LLC • Services-motion picture & video tape production • Oklahoma
This License Agreement (“Agreement”) is made and entered into as of November ___, 2022 (the “Effective Date”), by and between The Chosen, LLC, a Utah limited liability company (together with its successor-in-interest, The Chosen, Inc., a Delaware corporation) (“TCL”) and Come and See Foundation, Inc., a North Carolina non-profit corporation (“CAS”), with respect to the license by CAS to TCL of certain rights in and to certain audiovisual programs as further set forth below. Each of TCL and CAS are sometimes referred to herein as a “Party” and are collectively referred to herein as the “Parties.” This Agreement supersedes and replaces in its entirety the Memorandum of Understanding (the “Prior Agreement”) dated as of October 12, 2022 between TCL and CAS.
FIRST AMENDMENT TO CONSULTING & COORDINATION AGREEMENTConsulting & Coordination Agreement • May 17th, 2018 • Chosen, LLC • Services-motion picture & video tape production
This First Amendment to Consulting & Coordination Agreement (“First Amendment”) dated effective as of the 15th day of May, 2018 is made by and between The Chosen, LLC, a Utah limited liability company (“Company”) and VidAngel, Inc., a Delaware corporation (“VidAngel”).
enforced. The officers signing below are duly authorized to execute this Agreement on behalf of Company and VidAngel and upon its execution, it shall be binding against Company and VidAngel.Agreement • April 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production
This Agreement may not be assigned by Company without VidAngel’s prior written consent, which consent may be withheld for any reason. The benefits of this Agreement and the attached indemnification shall inure to the respective successors and assigns of the parties to, and persons indemnified under, this Agreement and their successors, assigns and representatives, and the obligations and liabilities assumed under this Agreement shall be binding upon each party’s respective successors and assigns.
SECOND AMENDMENT TO CONTRIBUTION FUNDING AND PRODUCTION AGREEMENTContribution Funding and Production Agreement • November 6th, 2023 • Chosen, Inc. • Services-motion picture & video tape production
THIS SECOND AMENDMENT TO CONTRIBUTION FUNDING AND PRODUCTION AGREEMENT (“Second Amendment”) is made and entered into this 31st day of October, 2023, (“Execution Date”) by and between Come and See Foundation, Inc., a North Carolina nonprofit corporation (“CAS”), and The Chosen, Inc., a Delaware stock corporation (“TCI”). CAS and TCI hereby intend and agree that this Second Amendment shall be effective as of November 29, 2022, (“Effective Date”) and at all times thereafter, with the same force and effect as if this Second Amendment had been executed on that date.
GROUND LEASE AGREEMENTGround Lease Agreement • April 3rd, 2023 • Chosen, Inc. • Services-motion picture & video tape production • Texas
THIS GROUND LEASE AGREEMENT (the “Lease”) is made and entered into this 16 day of November 2021, by and between The Salvation Army, a Georgia Corporation (“Landlord”), and Impossible Math, LLC, a Texas limited liability company (“Tenant”).
EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT The Chosen, LLC AddressVideo-on-Demand License Agreement • April 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
This Video-on-Demand and Subscription Video-on-Demand License Agreement (“Agreement”) is made as of this 9th day of February, 2018 (the “Effective Date”), by and between The Chosen, LLC, a Utah limited liability corporation with its principal place of business located at 4 S. 2600 W, Ste 5, Hurricane, UT 84737 (“Licensor”), and VidAngel, Inc., a Delaware corporation located at 295 W. Center Street, Provo, Utah 84601 (“Licensee”) (referred to individually as “Party” or collectively, the “Parties”) with respect to licensing certain Video-on-Demand and Subscription-Video-On-Demand content defined herein as the “Licensed Materials.”
THIRD AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLCOperating Agreement • September 3rd, 2020 • Chosen, LLC • Services-motion picture & video tape production • Utah
THIS THIRD AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT (this “Third Amendment”) of THE CHOSEN, LLC, a Utah limited liability company (the “Company”), is made as of the 25th day of August, 2020 (“Effective Date”), by and between the Company and The Chosen Productions, LLC, a Utah limited liability company (the “Manager”), as the sole member of the Company. Unless otherwise indicated, capitalized words and phrases used in this Third Amendment shall have the meanings set forth in the Operating Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLCOperating Agreement • May 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
THIS SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT (this “Second Amendment”) of THE CHOSEN, LLC, a Utah limited liability company (the “Company”), is made as of the 23rd day of May, 2018 (“Effective Date”), by and between the Company and The Chosen Productions, LLC, a Utah limited liability company (the “Member”), as the sole member of the Company. Unless otherwise indicated, capitalized words and phrases used in this Second Amendment shall have the meanings set forth in the Operating Agreement (as defined below).
INTELLECTUAL PROPERTY ASSIGNMENT AND LIMITED ASSUMPTION AGREEMENTIntellectual Property Assignment Agreement • December 2nd, 2022 • Chosen, LLC • Services-motion picture & video tape production • Delaware
This Intellectual Property Assignment and Limited Assumption Agreement (this “Agreement”) is made the ____ day of November, 2022, by and between The Chosen, LLC, a Utah limited liability company (together with its successor in interest, The Chosen, Inc., a Delaware corporation, the “Seller”), and Come and See Foundation, Inc., a North Carolina non-profit corporation (the “Buyer” and, together with the Seller, the “Parties” and each, a “Party”).
Ronald Daw Email address Re: Offer of Position with The Chosen, LLC Dear Ronald,Independent Contractor Agreement • June 12th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
It is our pleasure to offer you the position of Director of Finance with The Chosen, LLC on the terms set forth herein. Should you accept the position on these terms please execute this letter agreement (this “Agreement”) as indicated below and return a copy to us for our records. We very much look forward to working with you.
FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLCOperating Agreement • May 25th, 2018 • Chosen, LLC • Services-motion picture & video tape production • Utah
THIS FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT (this “First Amendment”) of THE CHOSEN, LLC, a Utah limited liability company (the “Company”) is made as of the 25th day of April, 2018 (“Effective Date”), by and among the Company and The Chosen Productions, LLC, a Utah limited liability company (the “Member”), as the sole member of the Company. Unless otherwise indicated, capitalized words and phrases used in this First Amendment shall have the meanings set forth in the Operating Agreement.
ContractDistribution License and Marketing Services Agreement • June 20th, 2024 • Chosen, Inc. • Services-motion picture & video tape production • Delaware
This Exhibit 10.1 includes certain identified information that has been redacted because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private and confidential. Where information has been redacted, it has been so indicated by a “[***]”.
ASSET PURCHASE AGREEMENT between THE CHOSEN, INC. and COME AND SEE FOUNDATION, INC. dated as of May 13, 2024Asset Purchase Agreement • May 15th, 2024 • Chosen, Inc. • Services-motion picture & video tape production • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of May 13, 2024, is entered into between The Chosen, Inc., a Delaware corporation (“Seller”), and Come and See Foundation, Inc., a North Carolina nonprofit corporation (“Buyer”).
First Amendment to Funding AgreementFunding Agreement • December 23rd, 2022 • Chosen, Inc. • Services-motion picture & video tape production
This First Amendment to Funding Agreement (“Amendment”) dated December 19, 2022 (the “Current Date”) is by and between The Chosen, Inc., a Delaware corporation (as successor to The Chosen, LLC, a Utah limited liability company) (together, “TCI”), and Come and See Foundation, Inc., a North Carolina non-profit corporation (“CAS” and, together with TCI, the “Parties”). Reference is made the Contribution Funding and Production Agreement dated as of November 29, 2022 (the “Funding Agreement”) between CAS and TCI. Defined terms used herein have the meanings ascribed to them in the Funding Agreement.
