Memorandum of Understanding

Between
The Asset Management Company
and
(CINEMA PARTNER)

This Memorandum of Understanding (‘MOU”) is entered into on the _____ day of ___________,
2023 (“Effective")

by and between

______________________________, a Company Incorporated under the Companies Act, 2013 and

having its corporate office at _______________________________________________________,
India (hereinafter referred to as “THE COMPANY"),

and

________________________________________, having its place of operation at

______________________________________________ (hereinafter referred to as “Asset
Management Company/ AMC”).

RECITALS:

A. WHEREAS the AMC is a statutory body that owns the percentage of a movie based on the
negotiations performed with production houses. Ownership of the movie will be distributed
among the retailers based on the amount retail users are willing to take ownership of. Assets will
have a percentage of charges applied to the transactional amount. After the movie completes a
certain period, revenue will be shared with the AMC, which will be distributed back to the Retail
fractional owners.

B. WHEREAS, the Second Party is a leading Cinema

House_________________________________________________________________________
________________________________.

NOW THIS MOU aims to capture the understanding reached between the AMC and the Cinema
House regarding each other ‘s roles and responsibilities.

OVERVIEW OF THE Company

The Company aims to challenge the existing norms and revolutionize the film industry by
offering a Web 3.0-enabled platform, where investors come together to push the
boundaries of film production and green-lit content into blockbuster Worldwide Projects.
The Company believes in changing traditional investing in the film industry. The vision is to
bring Trackable transparent transactions and organize the current market. Many individuals
have an aspiration to produce a movie that is currently limited to HNIs only.
1. SCOPE OF THE UNDERSTANDING

Both the parties under this MOU have agreed to collaborate, where the First Party (AMC) will be
providing dashboard screens to the Second party for the amount required to be raised for the
operation and distribution requirements of movies, cinemas, OTT, web Series, etc agreed between
both the parties herein.

The vision of this collaboration is to address the monetary gap prevailing in the Cinema Industry
through technology by tokenization of Movies as an Asset in the subject matter. The vision is to give
a structure and funding perspective to the cinema industry, which is currently scattered and
unorganized. The parties agree to use their best efforts towards the fulfilment of their respective
commitments in realizing this Intent/ vision.

2. ROLES AND RESPONSIBILITIES

Below is the description of agreed upon roles and responsibilities each company or organization will
be providing to ensure project success. The roles and responsibilities should align with project goals,
objectives and target outputs. This may be contribution of staff time, in-kind contributions of space
or materials, delivery of program services, provision of training or staff expertise, etc

COMMITMENT FROM AMC: COMMITMENT FROM THE CINEMA HOUSE:

The First Party herein undertakes to fulfil the
monetary gap/ funding gap within 90 days as
agreed at the time of acquiring the cinema and
its rights and take reasonable care of this Asset
(Cinema) backed by technology. Equity Capital
defined and agreed to acquire the equity of this
SPV.
The Second party undertakes to be
transparent in their functioning and
operations concerning the Movie and Movie
related rights such as satellite rights, Audio
Rights, Telecast Rights, OTT Rights, Dubbing
Rights, Remake Rights, or any other rights
incidental to the Cinema industry. This
Agreement sets up a trust relationship
between the parties for the acquisition of a
particular Cinema in this Agreement.

4. INTELLECTUAL PROPERTY RIGHTS Ownership:

This belongs to SPV incorporated for the purpose:

Each party shall continue to own the intellectual property developed before or independently of this
Memorandum of Understanding. All rights, titles, and interests in and to the material used by the
parties in the provision of the Services of this understanding shall exclusively belong to the
respective parties or their licensors (” Company Proprietary Material”). All Intellectual Property
Rights concerning the Services and the company Proprietary Material and all modifications,
improvements, enhancements, or derivative works made thereto, shall always belong to respective
parties or its licensors and the other party shall not be entitled to claim any rights therein. All rights,
titles, and interests in data of the Company shall always remain with the Company. The Second Party
agrees that the First Party shall have the right to list the Company’s Brand name in its marketing
material and use the Company logo concerning such listing.

5. EXCLUSIVITY:

The Second Party agrees that they are bound exclusively by this memorandum and will not enter
into any other agreements or arrangements with any third party without reference to the other
party in this MOU on the similar program (s).

6. CONFIDENTIALITY:

During the term of this MOU, each Party may disclose to the other its Confidential Information.
Confidential Information shall mean all information marked ”Confidential” or tinder any similar
legend indicating the confidentiality of the information or information which by its nature is
confidential, except such information as is (a) previously known to the receiving party at the time of
disclosure, or (b) independently developed by or for the receiving party and not derived from the
Confidential Information supplied by the disclosing party or the participation of individuals who have
had access to Confidential information of the other, (c) disclosed to the receiving party by a third
party without an obligation of confidentiality or (d) in or subsequently comes into the public domain
(other than as a result of a breach of this MOU); (e) required to be disclosed by the receiving party
by the law, regulation, court order or other legal processes. The receiving party shall hold such
Confidential Information in strict confidence perpetually for the disclosing party and shall not use it
except In furtherance of the relationship outlined in this MOU, or except as it may be authorized by
the disclosing party in writing The receiving party shall further be responsible for the compliance of
the foregoing by its employees or agents.

Upon the disclosing party’s written request at any time, or following the completion or termination
of this MOU, the receiving party shall promptly return to the disclosing party or destroy, all
Confidential Information of the disclosing party provided under or in connection with this
Agreement, including all copies, portions, and summaries thereof.

8. TERM

This MOU shall be valid from the Effective Date and shall remain in force for 30 days from the
Effective Date unless terminated earlier by either Party as provided herein below. This
Understanding will automatically lapse and will become void if not accepted by the Second Party
within 30 days from its date of submission.

On termination, each party shall return to the other party all such confidential and proprietary
information, documents, and reference material of the other party in its possession. All such
obligations and terms of this MOU that are required to survive the termination of this MOU shall
survive such termination.

10. RELATIONSHIP OF THE PARTIES:

Neither this MOU, nor any activities described herein, shall be construed as creating a partnership,
joint venture, franchise, agency, or other such relationship. Neither party is authorized, in any
manner, to make any commitment on behalf of or to hind the other Party.
12. GOVERNING LAW/ARBITRATION/VENUE

The laws of India shall govern this MOU. Any disputes between the parties shall be resolved by
mutual discussions. Unresolved disputes, if any shall be subject to resolution by arbitration By the
Arbitration and Conciliation Act, 1996 (as amended from time to time). The language of the
arbitration shall be English and the decision of the arbitrators shall be final and binding on the
parties. The venue of Arbitration shall be Bengaluru (Bangalore). Both parties irrevocably submit to
the exclusive jurisdiction of the Courts in Bangalore, for any action or proceeding regarding this
MOU.

13. GENERAL PROVISIONS

a) DEFINITIONS:
For the purpose of the MOU herein, SPV (Special Purpose Vehicle) – For every Cinema we
acquire, a separate Private Limited Company would be incorporated where the Company
and the Cinema House would be the acquisition partners in the shareholding ratio agreed for
respective Cinema/ Movie

b) AMENDMENTS:
Either party may request changes to this MOU. Any changes, modifications, revisions or
amendments to this MOU which are mutually agreed upon by and between the parties to
this MOU shall be incorporated by written instrument, and effective when executed and
signed by all parties to this MOU.

c) ENTIRETY OF AGREEMENT:
This MOU, consisting of […….], pages, represents the entire and integrated agreement
between the parties and supersedes all prior negotiations, representations and agreements,
whether written or oral.

d) SEVERABILITY:
Should any portion of this MOU be judicially determined to be illegal or unenforceable, the
remainder of the MOU shall continue in full force and effect, and either party may
renegotiate the terms affected by the severance.

e) SIGNATURES:
In witness whereof, the parties to this MOU through their duly authorized representatives
have executed this MOU on the days and dates set out below, and certify that they have
read, understood, and agreed to the terms and conditions of this MOU as set forth herein.
The effective date of this MOU is the date of the signature last affixed to this page.

[COMPANY]

[Name and Title] Date

[COMPANY]

[Name and Title] Date