GAP FINANCING AGREEMENT

This Agreement dated ________, 2023, by and between ____________ (“Investor”) and PRODCO,
INC. (“COMPANY”) regarding an investment by Investor of XXX Dollars ($XXX) into the film titled
“Long Ride Home” (“the Picture”).

1. The Investment Vehicle

The Investor will invest $XXX in Gap Financing (defined in paragraph 2 below) in
COMPANY, which is a new Manitoba limited liability company set up specifically to produce
the Picture. Investor covenants and states that they will invest $XXX within five (5) business
days into the COMPANY production account after full signature of this agreement.

2. Gap Financing

Gap Financing is defined as a last in first out investment in a project that is mostly financed
by a third party but still needs anywhere from approximately 10% to 40% to close the
financing. The Picture has a budget of $____________ and the total Gap amount is
US$_____________ (“Gap Amount”). The Gap Amount is paid back before the other
investors. The Investor shall be repaid $XXX (pari passu with the remaining Gap Amount)
plus 10% interest from the first money COMPANY receives on the Picture. COMPANY
shall make payment of the $XXXX Investor following recoupment by COMPANY of the
Gap Amount plus interest, provided, that no such payment of the $XXXX shall be later
than thirty (30) business days following receipt by COMPANY of the Gap Amount.

3. Investor Revenue

a. Investor will receive their $XXX plus 10% interest per paragraph 2 above.

b. Investor shall be entitled to 4% of the net profits. (% adjusts based on total investment)

c. Investor shall not be diluted below 4% of the net profits of the picture and shall be
listed as a member of the COMPANY.

4. Credit

Investor shall be entitled to an Executive Producer credit, on screen, which may be shared
in the form of “Executive Producer ___________________.”

5. Reports
 The Company will provide the Investor with quarterly reports in a format to be determined. These
reports will provide information on the status of the production, marketing plans for the Picture,
sales reports, reports on the performance of the Picture and any other information that
COMPANY deems necessary or appropriate.

6. Risk Disclosure

While the structure of Gap Financing transactions does minimize the risk, the Investor should
understand that its investment does have risk and that the investment should not be made by
anyone who cannot afford the loss of all or part of its investment.

7. COMPANY’s Representations and Warranties

This Agreement constitutes a legal, valid and binding obligation of COMPANY and is the
proper form for enforcement against it. Without limiting the generality of the foregoing,
COMPANY represents and warrants that there are not now any liens, claims,
encumbrances, legal proceedings, restrictions, agreements or understandings which
might conflict or interfere with, limit, derogate from or be inconsistent with or otherwise
affect any of the provisions of this Agreement or any of the representations or warranties
of COMPANY contained herein.

8. Investor’s Representations

Investor represents that they have been informed and understands the following: (a) The
motion picture business is a highly speculative and risky business; (b) Many motion pictures
which are developed are never produced; (c) Many motion pictures which are produced are
never released; and, (d) Many motion pictures that are released do not earn enough
income to generate profits.

9. Remedies

Investor’s sole right as to any breach hereunder by COMPANY shall be the recovery of
money damages, if any, and the rights herein granted by Investor shall not terminate by
reason of such breach. In no event may Investor terminate this Agreement, or seek to
enjoin the development, production, distribution or exploitation of any film or any materials
related thereto (including, without limitation, any advertising or publicity materials), or seek
to obtain injunctive or other equitable relief with respect to any breach of COMPANY's
obligations hereunder.

10. Venue

This Agreement shall be governed by the laws of the Province of Manitoba.

We have read the foregoing deal memo and agree to proceed with this investment pursuant to
its terms.

COMPANY, INC (“COMPANY”) Investor

By: By: