Chosen, Inc. Sample Contracts

SUBSCRIPTION AGREEMENT CLASS A PREFERRED UNITS IN THE CHOSEN, LLC
Subscription 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.

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AMENDED AND RESTATED OPERATING AGREEMENT FOR THE CHOSEN, LLC A UTAH LIMITED LIABILITY COMPANY
Operating 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:

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EMPLOYMENT AGREEMENT
Employment 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”).

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EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT The Chosen, LLC Address
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.”

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EMPLOYMENT AGREEMENT
Employment 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”).

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CONTENT LICENSE AGREEMENT
Content 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:

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MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT
Membership 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.

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CONTRIBUTION FUNDING AND PRODUCTION AGREEMENT
Contribution 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.

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Mr. Derral Eves Chief Executive Officer The Chosen, LLC Suite 5 Hurricane, UT. 84737
Letter Agreement • 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.

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LICENSE AGREEMENT
License 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.

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FIRST AMENDMENT TO CONSULTING & COORDINATION AGREEMENT
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”).

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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.
Chosen, LLC • April 25th, 2018 • 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.

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SECOND AMENDMENT TO CONTRIBUTION FUNDING AND PRODUCTION AGREEMENT
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.

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GROUND LEASE AGREEMENT
Ground 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”).

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THIRD AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLC
Operating 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).

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SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLC
Operating 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).

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INTELLECTUAL PROPERTY ASSIGNMENT AND LIMITED ASSUMPTION AGREEMENT
Intellectual Property Assignment and Limited Assumption 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”).

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Ronald Daw Email address Re: Offer of Position with The Chosen, LLC Dear Ronald,
Confidentiality and Non-Solicitation 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.

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FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLC
Operating 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.

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First Amendment to Funding Agreement
Funding 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.

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