1. A House Divided Movie | Term Sheet
This summary of terms is for discussion purposes only and is not to be construed as a binding
agreement. All terms and expressions of interest are subject to negotiation, execution and delivery of
definitive agreements with respect to the transactions described herein except as provided under
“Confidentiality,” below. This term sheet does not constitute either an offer to sell or an offer to purchase
securities.
THE COMPANY
A House Divided Movie, LLC. (the “Company”) will be formed as
a limited liability company upon execution of an agreement
BUSINESS AND
OBJECTIVES
OF THE COMPANY
The Company will produce an original drama/suspense titled A
House Divided written and directed by Joshua Howes (the
“Film”).
THE OFFERING
The Company intends to sell up to $1,575,000 of limited liability
company units (the “Investor Units”). The production company
Elder Pictures (“EP”) will receive limited liability company units
for its role in the production of the Film (the “EP Units”; together
with the Investor Units, the “Units”). After receiving the Preferred
Return (defined below), the Investor Units will share profits with
the EP Units 50/50.
The Company intends to fund the Film budget by selling Investor
Units.
The closing will occur upon the receipt of at least $1,000,000 of
subscriptions for Investor Units. In the event that the Company
does not raise at least $1,000,000 in this offering, it intends to
return the amounts subscribed (without interest) to the
subscribers.
The Units shall contain the rights and characteristics under the
terms described in this Prospectus. It is anticipated that EP will
hold the EP Units and be admitted to the Company as the EP
Member. Investors who subscribe to purchase Investor Units
and who are subsequently admitted to the Company shall
become Investor Members (collectively, the “Investor Members”;
and together with the EP Member, the “Members”).
APPLICATION OF
PROCEEDS
The proceeds of the Offering will be used by the Company to
provide capital needed for the production of the Film.
THE DRAFT OF TERMS IS NON-BINDING
& FOR DISCUSSION PURPOSES ONLY

2. A House Divided Movie | Term Sheet
MANAGEMENT
EP, or its affiliate, shall serve as the manager of the Company
(the “Manager”). The principals of the Manager are George
Elder and Daniel Elder.
CASH AT CLOSING
One Hundred percent (100%) of each Member’s subscription
shall be payable in cash at closing.
ALLOCATIONS OF
PROFITS AND LOSSES;
TAX CREDITS
All items of income, gain, loss and deduction will be allocated to
the Members’ capital accounts in a manner generally consistent
with the order and priority of distributions under the “Distributions
to Members” paragraph below.
PREFERRED RETURN
The Investor Members shall each receive a preferred return (the
“Preferred Return”). In the case of each Investor Member, such
Investor Member’s Preferred Return (“Investor Preferred
Return”) shall be a 20% return on the capital contributed by such
Investor Member.
DISTRIBUTIONS TO
MEMBERS
The Company shall distribute to the Members all cash available
for distribution from any source (after taking into account all
expenses and reserves) at such times and in such amounts as
shall be determined by the Manager. Such distributions shall be
made to the Members as follows, provided that any
participations granted to third parties rendering services on the
picture (e.g., actors, director, writers) shall be payable “off the
top” prior to the foregoing 50/50 split:
(i) First, to the Investor Members, pro rata, in accordance with
contributed capital, until each of the Investor Members has
received a distribution equal to his, her or its contributed capital;
(ii) Second, to the Investor Members, pro rata, in accordance
with contributed capital, until each of the Investor Members has
received a distribution equal to his, her or its Investor Preferred
Return; and,
(iii) Thereafter, (A) 50% to the EP Member, (B) 50% to the
Investor Members, Pari Passu pro rata, in accordance with
contributed capital.
Liquidating distributions shall be made in proportion to positive
capital account balances.
Initial Investors: $50,000 Investment:
• Special Thank you Credit Credits
CREDITS
Initial 2 Investors: $100,000 Investment:
• Co-Executive Producer Credits
Additional Investors: $250,000 Investment:
• Executive Producer Credits
THE DRAFT OF TERMS IS NON-BINDING
& FOR DISCUSSION PURPOSES ONLY

3. A House Divided Movie | Term Sheet
TAX PAYMENT
Unless the Manager shall otherwise determine, the Company
shall distribute to each Member an amount (a “Tax Payment
Distribution”) determined using the maximum marginal
blended Federal, State and local tax rate applicable to the
Member multiplied by the amount of taxable income thenestimated by the Manager to be allocable to such Member
and taking into account all prior distributions made by the
Company. Such distributions shall be treated as an advance
against, and shall reduce, the distributions otherwise
required.
PROTECTIVE PROVISIONS
Without the approval of the majority of the Investor Members,
the Company anticipates that it will not take any action that
(i) effects a sale of all or substantially all of the Company’s
assets, merger, sale of membership units or other acquisition
of the Company (ii) alters or changes the rights, preferences
or privileges of the Investor Units so as to materially and
adversely affect the Investor Members, (iii) authorizes the
issuance of securities having a preference over or on a par
with the Investor Units, (iv) redeems Units, (v) fundamentally
changes the Company’s business as proposed, (vi) petitions
for bankruptcy or assigns the assets of the Company for the
benefit of creditors, or (vii) increases the percentages of the
EP Member.
TRANSFER RESTRICTIONS
Units will be transferable only under certain circumstances,
and will be subject to rights of first refusal in favor of the
Company. Assignees of Units will have no rights to vote or
other rights of membership unless admitted as a Member of
the Company in the sole discretion of the Manager.
LIABILITY
Members shall not be liable for any amounts in excess of
their initial capital contributions.
OTHER ACTIVITIES
The Managers are only required to devote such time to the
Company’s affairs as they determine to be necessary in their
reasonable judgment to fulfill their duties and obligations to
the Company.
REPORTS AND
INFORMATION
The Company will provide the Members with annual
financials and an annual narrative of the Company’s
activities.
CLOSING DATE
We are closing our first round investment by January 31st.
THE DRAFT OF TERMS IS NON-BINDING
& FOR DISCUSSION PURPOSES ONLY