PART II AND III

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Offering Circular was filed may be obtained.

THE CHOSEN, LLC

4 S 2600 W, Suite 5

Hurricane, Utah 84737

(435) 635-7262

Class A Preferred Units of Membership Interest

$13,000,000 Maximum Offering Amount (13,900,000 Class A Units)

The Chosen, LLC, a Utah limited liability company, referred to herein as our Company, is offering a maximum of $13,000,000 in Class A preferred units of its membership interest, which we refer to as the Units (the "Offering"). The Company is offering the Units for a base purchase price of $1.00 per Unit; provided, however, the Company will issue bonus Units to investors who purchase Units in the early tranches of the Offering as follows: (i) investors who purchase in the first tranche of 3,000,000 Units sold pursuant to this Offering will receive a 15.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.87; (ii) investors who purchase in the second tranche of 3,000,000 Units sold will receive a 10.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.91; (iii) investors who purchase in the third tranche of 3,000,000 Units sold will receive a 5.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.95; and (iv) investors who purchase the final tranche of 4,000,000 Units will pay the base purchase price equal to $1.00 per Unit.  In the event two or more tranches overlap for a single subscription agreement, the overlapping investor will receive a partial bonus for each tranche in which such investor subscribed for Units (for example, if an investor invests $1,000 at a point in the Offering when 2,999,600 Units have already been sold in the 15% bonus tranche, then $400 of the investment would be attributed to the 15% bonus tranche (400 Units plus 60 bonus Units for a total of 460 Units) and the remaining $600 of the investment would be attributed to the 10% bonus tranche (600 Units plus 60 bonus Units for a total of 660 Units), resulting in a total of 1,120 Units). This offering will terminate on the earliest to occur of (i) the date on which we sell the maximum number of Units, or the Maximum Offering Amount, or (ii) twelve (12 months) from the date of qualification of this offering. We refer to either of these two dates as the Termination Date. The initial closing date will occur within one month after the Company has received and accepted the first subscription for Units. If, on the initial closing date, we have sold less than the Maximum Offering Amount, then we will hold one or more additional closings for additional sales at least monthly, up to the Maximum Offering Amount, through the Termination Date. For the initial closing and each subsequent additional closing, proceeds for subscriptions over $2,500 must be transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions set forth on the Offering's website at thechosen.tv. Such funds will be kept in a non-interest bearing account maintained by the Company until the closing. Proceeds for subscriptions of $2,500 or less may be (i) submitted through a purchaser’s customer account in accordance with the billing information for such purchaser at thechosen.tv to be kept in the specified bank account maintained by the Company per the instructions in the subscription agreement if such payment method is made available, or (ii) transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions in the subscription agreement. We intend to accept payment for subscriptions of $2,500 or less through a purchaser’s customer account in accordance with the billing information for such purchaser at thechosen.tv. However, the credit card method of payment is not approved by our payment processors at this time and may not be approved for this offering. Payments for all subscriptions may be transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions set forth on the Offering's website at thechosen.tv. Upon each closing of this Offering, the proceeds for the Offering will be distributed to the Company and the Units will be issued to the investors. If a closing of the Offering does not occur for any reason, the proceeds from such closing will be promptly returned to investors without interest. The base purchase price per Unit is $1.00 and the minimum purchase requirement is 100 Units ($100); however, we can waive the minimum purchase requirement in our sole discretion. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to closing.

	Price to Public (1)	Underwriting Discounts, Commissions and Expense Reimbursements(2)	Proceedsto Company (3)	Proceeds to Other Persons
Per Unit:	$0.94	$0.00	$  0.94	$0.00
Maximum Offering Amount:	$13,000,000	$13,875	$12,986,125	$0.00

(1)

Amounts shown have been calculated to reflect the average purchase price per Unit to be paid by investors, accounting for the bonus Units to be issued to early investors, and assuming the Maximum Offering Amount is sold.

(2)

Cambria Capital, LLC, our former broker-dealer (“Cambria Capital”), will receive $13,875 as reimbursement of actual, accountable and reasonable out-of-pocket expenses incurred pursuant to the engagement agreement with Cambria Capital. See the “Engagement Agreement with Cambria Capital” section of this Offering Circular for a more detailed description of the engagement agreement with Cambria Capital.

(3)

The Company intends to use up to $741,000 of the gross proceeds of the Offering for estimated offering expenses, including legal, accounting, printing, advertising, travel, marketing, blue sky compliance and other expenses of this Offering, and transfer agent fees. The estimated offering expenses also include a $600,000 payment to VidAngel pursuant to the consulting agreement with VidAngel to be paid when the Company’s cash flow is sufficient to allow payment but not later than the closing of this Offering for at least $8,000,000 in aggregate gross proceeds. In addition, VidAngel will receive Common Units of the Company’s membership interest equal to 2.0% of the Company’s aggregate outstanding Membership Units as of the final closing of this Offering for its consulting services pursuant to the Consulting Agreement. See the “PLAN OF DISTRIBUTION – VidAngel Consulting and Coordination Agreement” section of this Offering Circular for a more detailed description of the consulting agreement with VidAngel.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

An investment in the Units is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment.Prospective investors should carefully consider and review the RISK FACTORS beginning on page 6.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR THE COMMISSION, DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 This Offering Circular is following the offering circular format described in Part II of Form 1-A.

TABLE OF CONTENTS

	Page
SUMMARY	1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	5
RISK FACTORS	6
DILUTION	12
PLAN OF DISTRIBUTION	13
USE OF PROCEEDS TO ISSUER	16
DESCRIPTION OF OUR BUSINESS	17
DESCRIPTION OF OUR PROPERTIES	19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	22
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	23
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	24
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS AND OTHER CONFLICTS OF INTEREST	24
SECURITIES BEING OFFERED	26
ERISA CONSIDERATIONS	31
REPORTS	33
INDEPENDENT AUDITORS	34

i

SUMMARY

This summary of the Offering Circular highlights material information contained elsewhere in this Offering Circular. Because it is a summary, it may not contain all of the information that is important to your decision of whether to invest in the Units. To understand this offering fully, you should read the entire Offering Circular carefully, including the Risk Factors section. The use of the words “we,” “us,” “the Company,” or “our” refers to THE CHOSEN, LLC and our subsidiaries, except where the context otherwise requires. The term “Operating Agreement” refers to our Company’s Amended and Restated Limited Liability Company Agreement dated March 6, 2018.

The CHOSEN, LLC, a Utah limited liability company, is an independent television and film production company formed on October 24, 2017 solely to develop and produce an episodic television series entitled “The Chosen” (the “Series”). The Series is based on the gospels of the Bible and tells the story of the life of Jesus Christ primarily through the perspectives of those who met him throughout his life.

We intend to use the proceeds from this offering to fund the development and production of the first season (“Season 1”) of The Chosen. We anticipate Season 1 ofthe Series will contain eight episodes. We have projected that Season 1 will cost approximately $8.1 million and will take approximately three months to produce. We anticipate that marketing expenses of Season 1 will cost approximately $3,030,000 and our offering expenses are estimated at approximately $740,000, if we sell the Maximum Offering Amount. If we fail to raise the Maximum Offering Amount, we anticipate we will initially cut our marketing budget up to its entirety to focus on producing Season 1. If we do not have the full approximately $8,100,000 in production funds available, we believe that we can reduce the production values of Season 1 down to a minimum of approximately $400,000 per episode, or approximately $3,200,000 for a full 8-episode Season 1. As a result, if we raise less than $3,200,000 in net proceeds from this Offering we will be forced to seek alternative financing or reduce the length of Season 1.

The Series is loosely inspired by a film entitled “The Shepherd.” The Company exclusively owns all right, title and interest in and to the copyrights and all other rights in and to The Shepherd pursuant to an Assignment and Assumption Agreement between the Company and Creatus, LLC. The Shepherd is based on the story ideas and concepts of Dallas Jenkins, an owner and founder of the Company. Mr. Jenkins assigned all intellectual property related to the stories of The Chosen to us in exchange for 49% of the common units of our membership interest, which we refer to as Common Units. Mr. Jenkins subsequently assigned his Common Units to our Manager.

The Series is intended to be distributed through online video streaming services, television and home video. The Company has entered into a license agreement with VidAngel, Inc. (“VidAngel”) providing VidAngel with (i) a nationwide exclusive license to exploit the Series through any and all media for a period of one year, (ii) a worldwide exclusive license to exploit the Series through video-on-demand services for a period of three years (which period will automatically renew for additional one-year periods if not terminated) and (iii) a nationwide exclusive perpetual license to exploit the Series through subscription-video-on-demand services for a period of three years (which period will automatically renew for additional one-year periods if not terminated). Pursuant to the license agreement, twenty-five percent (25%) of VidAngel’s revenues from the exploitation of video-on-demand and subscription-video-on-demand content will be applied to marketing the Series. The Company will receive licensing payments in an amount equal to forty percent (40%) of the net profits attributable to the Series based on the number of hours the Series was viewed by VidAngel’s customers. In addition to the licensing payments, the Company will be eligible to receive an uncapped bonus in an amount based on a proprietary algorithm determined by “goodness,” “loyalty” and “word of mouth.”

As of the initial closing of this offering, our Company will have two classes of membership interests, the Units and the Common Units. There are currently 13,900,000 Common Units and no Units outstanding. The Chosen Productions, LLC, our sole manager (the “Manager”), holds all of the outstanding Common Units. Purchasers of our Units will become Members in our Company with respect to their ownership of Units. Upon investors’ receipt of Units purchased in this offering, they will become bound by our Operating Agreement. Our Operating Agreement governs the various rights and obligations of our Members.

1

Securities Offered

We are offering a maximum of 13,900,000 ($13,000,000) of our Units in this offering for a base purchase price of $1.00 per Unit and with a minimum investment amount of $100 (100 Units); however, we can waive the minimum purchase requirement in our sole discretion. The Company will issue bonus Units to investors who purchase Units in the early tranches of the Offering as follows: (i) investors who purchase in the first tranche of 3,000,000 Units sold pursuant to this Offering will receive a 15.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.87; (ii) investors who purchase in the second tranche of 3,000,000 Units sold will receive a 10.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.91; (iii) investors who purchase in the third tranche of 3,000,000 Units sold will receive a 5.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.95; and (iv) investors who purchase the final tranche of 4,000,000 Units will pay the base purchase price equal to $1.00 per Unit.  In the event two or more tranches overlap for a single subscription agreement, the overlapping investor will receive a partial bonus for each tranche in which such investor subscribed for Units (for example, if an investor invests $1,000 at a point in the Offering when 2,999,600 Units have already been sold in the 15% bonus tranche, then $400 of the investment would be attributed to the 15% bonus tranche (400 Units plus 60 bonus Units for a total of 460 Units) and the remaining $600 of the investment would be attributed to the 10% bonus tranche (600 Units plus 60 bonus Units for a total of 660 Units), resulting in a total of 1,120 Units). This offering will terminate on the earliest to occur of (i) the date on which we sell the maximum number of Units, or the Maximum Offering Amount, or (ii) twelve (12 months) from the date of qualification of this offering. We refer to either of these two dates as the Termination Date. The initial closing will occur within one month after the Company has received and accepted the first subscription for Units. If on the initial closing date we have sold less than the Maximum Offering Amount, we will hold one or more additional closings at least monthly for additional sales up to the Maximum Offering Amount until the Termination Date. For each closing, proceeds for subscriptions over $2,500 must be transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions in the subscription agreement. Such funds will be kept in a non-interest bearing account maintained by the Company until the closing. Proceeds for subscriptions of $2,500 or less may be (i) submitted through a purchaser’s customer account in accordance with the billing information for such purchaser at thechosen.tv to be kept in the specified bank account maintained by the Company per the instructions in the subscription agreement if such payment method is made available or (ii) transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions in the subscription agreement. We intend to accept payment for subscriptions of $2,500 or less through a purchaser’s customer account in accordance with the billing information for such purchaser at  thechosen.tv. However, the credit card method of payment is not approved by our payment processors at this time and may not be approved for this offering. Payments for all subscriptions may be transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions set forth on the Offering's website at thechosen.tv. Upon each closing, the proceeds collected for such closing will be disbursed to the Company and the Units for such closing will be issued to investors.  If a closing does not occur for any reason, the proceeds for such closing will be promptly returned to investors, without interest and without deduction. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to closing.

The Company is offering its Units through our Offering’s website: thechosen.tv. This Offering Circular will be furnished to prospective investors at thechosen.tv via download at any time. We are not selling the Units through commissioned sales agents or underwriters.

Purchasers of Units will become Members of our Company. Our Units are membership interests of preferred equity. The Company must make distributions, pro rata amongst the holders of the Units, equal to 120% of the purchase price of the Units in this offering (the “Preferred Threshold”) before holders of the Common Units will receive any distributions. Subsequent to the distribution of the Preferred Threshold, distributions, if any, will be made pro rata amongst the holders of the Units and Common Units.

Other than the above described preferred distribution rights, the Units hold no preference in any other respect, whether economic, voting or otherwise to the Common Units. Holders of Units and of Common Units, which we refer to collectively as Membership Units, will vote collectively on all matters on which the Members vote. Each Membership Unit will receive one vote.

The preferred distribution rights of the Units are not a guaranty of any distribution. Any distribution to be made is subject to our available cash flow and the discretion of our Manager.The order and priority of our distributions is further described in “SECURITIES BEING OFFERED – Distributions.”

Management

We are a manager-managed limited liability company. Pursuant to our Operating Agreement, we have one initial manager, The Chosen Productions, LLC (the “Manager”). The Manager is responsible for the day-to-day management of our business and affairs, subject only to the rights of our members to vote on certain major decisions as described below. See “SECURITIES BEING OFFERED – Description of our Operating Agreement.” Approval of a majority of the Membership Units present and voting at a duly called and held meeting of our Members at which a quorum is present will be required before we may take any of the following actions with respect to our Company:

2

(i)

The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions over a three (3) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;

(ii)

The merger of the Company with another limited liability company or limited partnership;

(iii)

The merger of the Company with a corporation or a general partnership or other person;

(iv)

The conversion of the Company to another type of entity organized within or without the State, including without limitation, a limited partnership;

(v)

The decision to change the tax election status of the Company; and

(vi)

Any other transaction described in the Operating Agreement as requiring the vote, consent, or approval of the Members.

Members holding a majority of Membership Units as of the record date of any meeting and entitled to vote at such meeting will constitute a quorum for the transaction of business. Any action that may be taken at a meeting may also be taken by written consent the members holding the percentage of Membership Units required to take such action assuming all eligible Units were in attendance and voting at the meeting.

The Manager may not be removed by the Members. The Manager will serve indefinitely until it either resigns or is otherwise removed or until a successor shall have been elected and qualified by the affirmative vote or written consent of Members holding a majority of the then outstanding Membership Units in the Company. Derral Eves is the manager of our Manager, which has exclusive power, authority and discretion to control the business, property and affairs of the Company. The Manager holds all of the Common Units and thereby has the power to vote all of the Common Units for matters that require the vote of the Members.

Taxation

We intend to elect to be taxed as a subchapter C corporation effective as of the 2018 fiscal year, and, as such, we will be required to pay federal income tax at the corporate tax rates on our taxable income.

Summary Risk Factors

●

The Company has no operating history upon which an Investor can base an investment decision.

●

The Company is new and faces all of the risks of a start-up company.

●

The Company’s actual operating results may differ from its initial estimates.

●

The Company’s operating results may fluctuate significantly.

●

Investors will bear substantially all of the risk of cash loss if Season 1 is unsuccessful.

●

The Company’s success depends on external factors in the feature film industry.

●

The success of the Company and Season 1 depends on the Company’s ability to raise sufficient funds for production.

●

The Company’s success depends entirely on one television series.

●

Substantial delays between the completion of this Offering and the production of Season 1 may cause the Company’s expenses to be increased and it may take the Company longer to generate revenues.

3

●

Budget overruns may adversely affect the Company’s business.

●

If the Company is unable to finish production for Season 1, it will have incurred expenses and would be unable to return the investors’ entire investment.

●

The VidAngel licensing agreement gives VidAngel exclusive rights to distribute the series through on-demand and subscription on-demand services, and, as a result, if VidAngel is unsuccessful, the Company may have lost a significant potential source of revenue.

●

There can be no assurance that the Company will attract any distributors in addition to VidAngel for Season 1 or that once the Company delivers Season 1 to any such distributor that such distributor will adequately promote and exploit Season 1.

●

There can be no assurance that the Company will be able to compete in the television and film production industry and its lack of diversification may make it vulnerable to oversupply in the market.

●

Technological advances may reduce demand for television series.

●

The Company’s success depends on protecting its intellectual property.

●

The Company will depend heavily on its Manager.

●

Because the Company was founded in anticipation of this Offering as a single purpose company to produce the Series, it has numerous potential conflicts of interest.

●

The Company faces inherent international trade risks that may have a material adverse effect on its business.

●

The Company’s revenues are vulnerable to currency fluctuations.

●

The offering price of the Units has been arbitrarily determined.

●

There is no public market for the Units and such securities are subject to certain restrictions on transfer.

Interest of Management and Related Parties

The Manager will not receive any remuneration for acting as our manager. The Manager owns 13,900,000 of our outstanding Common Units representing all of our outstanding Membership Units as of the date of this Offering Circular.

Reporting Requirements under Tier II of Regulation A

Following this Tier 2, Regulation A offering, we will be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: an annual report with the SEC on Form 1-K; a semi-annual report with the SEC on Form 1-SA; current reports with the SEC on Form 1-U; and a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A.

4

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements and upon our business, results of operations, financial condition, funds derived from operations, cash available for distribution, cash flows, liquidity and prospects include, but are not limited to, the factors referenced in this Offering Circular, including those set forth below.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this Offering Circular. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Offering Circular. The matters summarized below and elsewhere in this Offering Circular could cause our actual results and performance to differ materially from those set forth or anticipated in forward-looking statements. Accordingly, we cannot guarantee future results or performance. Furthermore, except as required by law, we are under no duty to, and we do not intend to, update any of our forward-looking statements after the date of this Offering Circular, whether as a result of new information, future events or otherwise.

5

RISK FACTORS

An investment in our Units is highly speculative and is suitable only for persons or entities that are able to evaluate the risks of the investment. An investment in our Units should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should consider the following risks before making a decision to purchase our Units. To the best of our knowledge, we have included all material risks to investors in this section.+

History of Operations – The Company has no operating history upon which an Investor can base an investment decision.

The Company is an early stage television and film development and production company in which investors may lose their entire investment. The Company was formed on October 24, 2017 for a single purpose, to develop and produce an eight episode miniature television series entitled “The Chosen.” The Company has only engaged in start-up activities. Because it has no operating history, the Company is unable to provide investors with significant data upon which an evaluation can be made of the Company’s prospects and an investment in its securities.

The Company cannot be certain that its business plan or Season 1 of the Series will develop or that production will be successful. As a start-up company, the Company will be particularly susceptible to the risks and uncertainties described in these risk factors and will be more likely to incur expenses associated with addressing them.

The Company cannot assure investors that it will be able to achieve any of its objectives, generate sufficient revenues to achieve or sustain profitability or compete successfully in the television and film production industry.

New Company – The Company is new and faces all of the risks of a start-up company.

The Company will encounter challenges and difficulties frequently experienced by early-stage companies, including difficulties and delays frequently encountered in commencement of operations, operational difficulties and potential underestimation of initial and ongoing costs.

Actual Operating Results May Differ from Estimates – The Company’s actual operating results may differ from its initial estimates.

The Company’s operating results depend on production costs, public tastes and promotion success. The Company expects to generate its future revenues from the distribution and exploitation of the Series and the rights therein. The Company’s future revenues will depend on getting the Series produced and into distribution, upon the timing and the level of market acceptance of the Series, as well as upon the ultimate cost to produce, distribute and promote it. The revenues derived from the distribution of the Series depend primarily on its acceptance by the distributors and then by the public, which cannot be predicted and does not necessarily bear a direct correlation to the production costs incurred. The commercial success of the Series will also depend upon terms and condition of its distribution, promotion and marketing and certain other factors. Accordingly, the Company’s revenues are, and will continue to be, extremely difficult to forecast.

Revenues – There is no guarantee revenues will remain consistent over time.

It is likely that revenues generated from Season 1 and subsequent seasons of The Chosen will not remain consistent over time. Even if the Company is successful in creating, distributing and marketing the Series, revenues from Season 1 will likely decrease over time as subsequent seasons of the Series are released. Further, once production, distribution and marketing of the entire Series is complete, revenues from the Series are likely to decrease over time.

Dilution – Investors may experience dilution in the future if the Company issues additional units of membership interest.

If Season 1 is successful, the Company may, in the sole discretion of the Manager, issue additional units of membership interest in the Company to raise additional capital to fund subsequent seasons of the Series. Any such issuance would dilute the percentage interest of investors in our Company, including investors in this Offering.

Jurisdiction – Any claims in connection with the Operating Agreement are subject to the exclusive jurisdiction of Utah courts.

Once the Members have been issued Units and become bound by our Operating Agreement, the Members submit to the exclusive jurisdiction of state and federal courts sitting in Utah in any action on a claim arising out of, under, or in connection with the Operating Agreement or the transactions contemplated by the Operating Agreement. We intend to seek to enforce this provision in any action or claim brought against us by a Member. As a result, this provision may have the effect of discouraging Members from bringing lawsuits against us by forcing them into a foreign forum or by adding costs relating to challenging our Operating Agreement’s exclusive jurisdiction clause. Further, this clause may limit the ability of our Members to bring a claim against us in a judicial forum that such Member finds favorable for disputes with us or our Manager or officers.

Fee Shifting – The prevailing party in any litigation between the Company and the Members or among the Members is entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including reasonable attorneys’ fees and expenses.

Pursuant to the terms of our Operating Agreement, in the event that any dispute between the Company and the Members or among the Members should result in litigation, the prevailing party in such dispute is entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including reasonable attorneys’ fees and expenses.Consequently, If the Company does not prevail in such a claim or dispute, the Company will be responsible for the costs and expenses of litigation of any such prevailing Member or Members.

Fluctuations in Operations – The Company’s operating results may fluctuate significantly.

The Company expects that its future operating results will fluctuate significantly as a result of, among other factors:

●

The timing of domestic and international releases of Season 1;

●

The success of Season 1;

  

●

The release of competitors’ television series and film productions into the market at or near the same time the Series is released;

6

●

The costs to distribute and promote Season 1;

●

The success of attracting influential distributors and the success of such distributors in marketing and exploiting the Series;

●

The timing of receipt of proceeds generated by Season 1 by distributors;

●

The timing and magnitude of operating expenses and capital expenditures;

●

The level of un-reimbursed production costs in excess of budgeted maximum amounts; and

●

General economic conditions, including continued slowdown in advertiser spending.

As a result, the Company believes that its results of operations may fluctuate significantly, and it is possible that the Company’s operating results could be below the expectations of investors.

Risk of Cash Loss – Investors will bear substantially all of the risk of cash loss if Season 1 is unsuccessful.

The production of Season 1 will be financed entirely through funds raised from investors in this Offering. This means that if Season 1 is unsuccessful and is unable to generate revenues, investors will bear substantially all of the economic risk.

Dependence on External Factors – The Company’s success depends on external factors in the television and film production industry.

Operating in the television and film production industry involves a substantial degree of risk. Each production is an individual artistic work, and unpredictable audience reactions primarily determine commercial success. The commercial success of a production also depends upon the quality and acceptance of other competing productions released into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, all of which are subject to change and cannot be predicted with certainty. The Company’s success will depend on the experience and judgment of its management in producing the Series. There can be no assurance that the Series will reach the marketplace or that it will obtain favorable ratings or reviews once it does.

VidAngel Chapter 11 Reorganization – The distribution of Season 1 may be adversely impacted by VidAngel’s Chapter 11 reorganization.

VidAngel, Inc. has filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Utah. If the Chapter 11 reorganization renders VidAngel unable to perform its obligations under the license agreement between the Company and VidAngel for the distribution of Season 1, the Company will be released from the agreement and will be able to contract with other distributors for the distribution of the Series. However, there is no guarantee any subsequent license agreement will include terms as favorable to the Company as the license agreement with VidAngel. Additionally, the distribution of Season 1 may be delayed until the Company has entered an agreement with a distributor.

 

VidAngel Chapter 11 Reorganization – The amount of capital raised pursuant to this Offering may be adversely affected by VidAngel’s Chapter 11 reorganization.

If VidAngel’s Chapter 11 reorganization renders it unable to provide consulting and advisory services for this Offering pursuant to the Consulting and Coordination Agreement between the Company and VidAngel, the Company may be unable to raise as much capital from this Offering as anticipated, which could delay or halt the production, marketing and distribution of Season 1.

Failure to Raise Funds for Production – The success of the Company and Season 1 depends on the Company’s ability to raise sufficient funds to complete production of Season 1.

The Company’s success will depend entirely upon a single television series. If Season 1 is neither completed nor commercially successful, the Company will have no alternate sources of revenue. The Company anticipates that the net proceeds from this Offering will be sufficient to fund the production and marketing of Season 1 if the Maximum Offering Amount is sold. We have budgeted approximately $8,024,000 for the production of Season 1 and approximately $3,032,000 for the marketing of Season 1.

If the Company raises less than the Maximum Offering Amount, it will either be required to seek alternative financing, which may not be available or may not be available on terms available to the Company or investors, or the Company will be required to reduce its production and marketing budgets. In such event, the Company anticipates that it would initially reduce the marketing budget, up to its entirety, and then would reduce the production budget for Season 1. The Manager believes that the minimum per episode production budget is approximately $400,000 per episode, or $3,200,000 for a full, 8-episode Season 1, but that the production values would be significantly reduced at such a per episode budget. If we are required to reduce our production budget per episode and/or our marketing budget, our ability to generate revenues through the streaming distribution of Season 1 and our ability to enter into additional distribution arrangements beyond our agreement with VidAngel, may be substantially and adversely affected. If we do not raise at least $3,200,000 in net proceeds, and are unable to procure additional financing, then the length of Season 1 would likely be reduced. Our Manager believes that the minimum Season 1 length would be four episodes, so if we do not raise at least $1,600,000 of net proceeds, our Manager anticipates that production of even a reduced-length Season 1 would not be completed. In such event, an investor would likely incur a substantial loss on investment in us.

 

Failure to Raise Funds for Marketing -- If the Company fails to raise sufficient funds for the marketing of Season 1, the distribution of Season 1 will be delayed.

If the Company fails to raise sufficient proceeds from the Offering to fund the marketing of Season 1, the Company will have to raise additional financing from outside sources to market Season 1 and no assurance can be given as to the availability of such financing on terms acceptable to the Company or at all. As a result, if the Company fails to raise sufficient proceeds to fund the marketing of Season 1, the distribution of Series 1 may be delayed until the Company has generated sufficient operating revenues to be able to market Series 1.

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Diversification – The Company’s success depends entirely on one television series.

The most common way to diversify risk in the television and film production industry is by producing groups of productions, as done by the major production companies. This diversification reduces the impact of a single production’s commercial success or failure on a company’s overall financial health. Due to financial limitations, however, most television series are produced as individual projects and that is the case with Season 1 of the Series. The Company plans to produce one project so there will be no risk diversification for investors in the event that Season 1 is not successful.

Delays – Substantial delays between the completion of this Offering and the production of Season 1 may cause the Company’s expenses to be increased and it may take the Company longer to generate revenues.

The Company cannot be certain when it will begin production of Season 1. The Manager and others, including any actor playing a leading role, will need to complete, delay or abandon other potential obligations before production on Season 1 begins. While the Company intends on beginning production of Season 1 as soon as practical after sufficient proceeds are raised, the Company has no way of predicting exactly when it will raise sufficient capital from the Offering to begin production of Season 1. Therefore, the Company has no way to predict the availability of its principal cast and creative staff. In addition, other considerations such as the weather conditions of the location the Company chooses to utilize when production begins mean the timing of the commencement of the principal photography phase is difficult to predict.

Budget Overruns – Budget overruns may adversely affect the Company’s business.

Actual production costs may exceed their budget, sometimes significantly. Risks, such as labor disputes, death or disability of star performers, rapid high technology changes relating to special effects, or other aspects of production, such as shortages of necessary equipment, damage to film negatives, master tapes and recordings, or adverse weather conditions, may cause cost overruns and delay or frustrate completion of a production. If Season 1 incurs substantial budget overruns, the Company may have to seek additional financing from outside sources to complete production of the film. No assurance can be given as to the availability of such financing on terms acceptable to the Company. In addition, if a production incurs substantial budget overruns, there can be no assurance that such costs will be recouped, which could have a significant adverse impact on the Company’s business, results of operations or financial results.

Completion – If the Company is unable to finish production for Season 1, it will have incurred expenses and would be unable to return the investors’ entire investment.

If the Company cannot itself complete production of Season 1, the Company would be unable to return to investors the entire amount of their investment, if any.

VidAngel Licensing Agreement – The VidAngel licensing agreement gives VidAngel exclusive rights to distribute the series through on-demand and subscription on-demand services, and, as a result, if VidAngel is unsuccessful, the Company may have lost a significant potential source of revenue.

VidAngel, Inc. holds a worldwide exclusive license to exploit the Series through video-on-demand services for a period of three years (which period will automatically renew for one-year increments) and a nationwide exclusive perpetual license to exploit the Series through subscription-video-on-demand services. Although VidAngel has a financial interest in the success of the Series, there is no guarantee that VidAngel will perform its obligations pursuant to the licensing agreement in a manner that will result in the successful distribution of the Series through video-on-demand services. If VidAngel is unsuccessful, the Company may have lost a significant potential source of revenue.

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Additional Distributors – There can be no assurance that the Company will attract any distributors in addition to VidAngel, Inc. for Season 1.

There can be no assurance that any distributors in addition to VidAngel, Inc. will contract with the Company to distribute Season 1 either based on the Series itself or on other considerations such as the materials already being distributed by such distributor. Further, decisions regarding the timing of release and promotional support of television series are important in determining the success of a particular television series. As with most production companies which rely on others to distribute productions, the Company will not solely control the timing and manner in which its distributors will distribute the Series. Although any distributor the Company uses may have a financial interest in the success of Season 1, any decision by its distributors not to distribute or promote Season 1 or to promote a competitor’s productions to a greater extent than it promotes the Company’s could have a material adverse affect on the Company’s business, results of operations or financial condition.

Competition – There can be no assurance that the Company will be able to compete in the television production industry and its lack of diversification may make it vulnerable to oversupply in the market.

There are numerous other production companies that develop and produce television series. The Company’s lack of diversification may make it vulnerable to oversupplies in the market. Most of the major U.S. production studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels, which can provide means of distributing their products. The number of productions released by the Company’s competitors, particularly the major U.S. production studios, in any given period may create an oversupply of product in the market, and may make it more difficult for the Company to succeed.

Reliance on Personnel – The Company will depend heavily on creative and production personnel to produce the Series.

The production of the Series will require many highly skilled creative and production personnel, including cinematographers, editors, costume designers, set designers, sound technicians, lighting technicians and actors. Although the Company expects to find high quality candidates to fill these positions, there can be no assurance the Company will find the necessary personnel to complete production or that such personnel will cooperate and participate through completion of production. Finding or replacing key personnel could delay production or reduce the quality of the Series, which may impair the Company’s revenue.

Technological Advances – Technological advances may reduce demand for television series.

The entertainment industry in general, and the television industry in particular, are continuing to undergo significant changes, primarily due to technological developments. Because of this rapid growth of technology, shifting consumer tastes and the popularity and availability of other forms of entertainment, it is impossible to predict the overall effect these factors will have on the potential revenue from and profitability of an episodic television series.

Limited Protection of Intellectual Property and Proprietary Rights – The Company’s success depends on protecting its intellectual property.

The Company’s success will depend, in part, on its and the Manager’s ability to protect their respective proprietary rights in the Series. The Company has secured its intellectual property rights with respect to the Series pursuant to the Assignment Agreement it has entered into with Dallas Jenkins and the Assignment and Assumption Agreement it has entered into with Creatus, LLC, which are filed as exhibits to the Offering Statement of which this Offering Circular is a part. The Company will rely primarily on a combination of copyright laws and other methods to protect its respective proprietary rights in the Series. However, there can be no assurance that such measures will protect the Company’s proprietary information, or that its competitors will not develop screenplays for feature films otherwise similar to the Company’s, or that the Company will be able to prevent competitors from developing a similar television series for production. The Company believes that its proprietary rights will not infringe on the proprietary rights of third parties. However, there can be no assurance that third parties will not assert infringement claims against the Company in the future with respect to the Series. Such assertion may require the Company to incur substantial legal fees and costs in order to protect its rights, or possibly enter into arrangements on terms unfavorable to it in order to settle such claims. To the extent that the Company or the Manager fails to adequately protect its respective intellectual property rights in the Series, or if the financial burden of enforcing its rights becomes too cost-prohibitive, the Company may be unable to continue to implement its business strategy, which would have a material adverse affect on the Company’s business, prospects, financial condition, and results of operations.

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Reliance on Management – The Company will depend heavily on its Manager.

The successful production of Season 1 and the operation of the Company’s business is dependent on the continued efforts of the Company’s Manager, The Chosen Productions, LLC.

The production of the Series will require many other highly skilled creative and production personnel, including cinematographers, editors, costume designers, set designers, sound technicians, lighting technicians and actors. Although the Company expects to find high quality candidates to fill these positions, there can be no assurance of their cooperation and participation through completion of the Series. Replacing key talent could delay production or reduce the quality of the Series which would impair the Company’s revenue. Also, many of these positions will require the Company to hire members of unions or guilds. As a result, the Company’s ability to terminate unsatisfactory or non-performing workers could be adversely affected by existing union or guild contracts and regulations. This could delay production of the Series and significantly increase costs.

Conflicts of Interest – Because the Company was founded in anticipation of this Offering as a single purpose company to produce the Series, it has numerous potential conflicts of interest.

It is common in the television and film production industry to produce television series through single purpose companies. However, this strategy creates numerous inherent conflicts of interest. For instance, the Company’s Manager may be contracting with distributors, cast members and others that they have had arrangements with in the past and will likely have arrangements with in the future that are unrelated to the business of the Company. Further, our Manager and executive officers are involved in other businesses, including other television and film production businesses. Our Operating Agreement permits our Manager to have outside business activities, including those that compete with our business. We believe our Manager and executive officers have the capacity to discharge their responsibilities to our Company notwithstanding participation in other projects. See “INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS AND OTHER CONFLICTS OF INTEREST” for more information.

International Trade Risks – The Company faces inherent international trade risks that may have a material adverse effect on its business.

The Company intends to distribute Season 1 in foreign countries and derive a significant percentage of its revenues from sources outside the United States. As a result, the Company’s business is subject to certain risks inherent in international trade, many of which are beyond its control. Among those risks are the following:

●

Changes in local regulatory requirements;

●

Changes in the laws and policies affecting trade;

●

Investment and taxes (including laws and policies relating to the repatriation of funds and withholding taxes);

●

Differing degrees of protection for intellectual property;

●

Instability of foreign economies and governments; and

●

Cultural barriers.

These factors can have a material adverse effect on the Company’s business and results of operations.

Currency Fluctuations – The Company’s revenues are vulnerable to currency fluctuations.

The Company cannot accurately predict the impact of future exchange rate fluctuations between the U.S. dollar and other foreign currencies on revenues, and fluctuations could have a material adverse effect on its business and results of operations.

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Arbitrary Pricing -- The offering price of the Units may be arbitrarily determined.

Since no public market exists for the Units, the offering price for the Units was not determined on an arm’s length basis and does not necessarily represent the fair market value of the Units. In determining the terms of the Offering, the Company gave consideration to the risks associated with its business plan, its assumptions regarding its future financial performance and other considerations it deemed relevant. However, the offering price of the Units may not bear any direct relationship to the foregoing considerations or any other generally accepted criteria of value and many of such criteria cannot be used in evaluating the offering price because the Company has no operating or financial history.

No Public Market -- There is no public market for the Units and such securities are subject to certain restrictions on transfer.

Investors should regard the Units as an illiquid investment. No public market for the Units exists or is likely to develop in the near future. While the Units are qualified under Regulation A, and therefore have the status of “exempt securities” under the federal securities laws, the Units have not been registered pursuant to the laws of any state, and any resale of the Units may require the transferor to register the transferred Units under applicable state securities laws, or find an exemption therefrom.

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DILUTION

The Company is offering up to 13,900,000 of our Units at an offering base purchase price of $1.00 per Unit. We have issued no Units prior to this offering. The average effective purchase price per Unit in our Offering will be $0.94 if we sell the Maximum Offering Amount, as a result of the issuance of bonus units to our early investors.

As of our formation we issued 100% of our membership interests, collectively, to the members of our Manager for an aggregate cash contribution of $200,000.00. Prior to amendment and restatement of our operating agreement, our Manager’s members transferred their membership interests in us to the Manager. Upon the execution of our Operating Agreement such 100% membership interest was denominated as 1,300,000 Common Units. The effective cash cost per Common Unit held by our Manager was $0.159. As a result of the reduction of the purchase price of the Units sold pursuant to this Offering, coupled with the intent of the Manager to maintain the same relative percentage ownership between the Manager and the investors in this Offering, the Company issued 12,600,000 additional Common Units to the Manager.

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PLAN OF DISTRIBUTION

General

We are not selling the Units through commissioned sales agents or underwriters. The Company is offering its Units through our Offering’s website: thechosen.tv. This Offering Circular will be furnished to prospective investors at  thechosen.tv via download at any time. 

Offering Amount and Distribution

We are offering a maximum of 13,900,000 Units in this offering for a base purchase price of $1.00 per Unit. The Company will issue bonus Units to investors who purchase Units in the early tranches of the Offering as follows: (i) investors who purchase in the first tranche of 3,000,000 Units sold pursuant to this Offering will receive a 15.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.87; (ii) investors who purchase in the second tranche of 3,000,000 Units sold will receive a 10.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.91; (iii) investors who purchase in the third tranche of 3,000,000 Units sold will receive a 5.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.95; and (iv) investors who purchase the final tranche of 4,000,000 Units will pay the base purchase price equal to $1.00 per Unit.  In the event two or more tranches overlap for a single subscription agreement, the overlapping investor will receive a partial bonus for each tranche in which such investor subscribed for Units (for example, if an investor invests $1,000 at a point in the Offering when 2,999,600 Units have already been sold in the 15% bonus tranche, then $400 of the investment would be attributed to the 15% bonus tranche (400 Units plus 60 bonus Units for a total of 460 Units) and the remaining $600 of the investment would be attributed to the 10% bonus tranche (600 Units plus 60 bonus Units for a total of 660 Units), resulting in a total of 1,120 Units). The minimum purchase in this offering is $100, for 100 Units; however, we can waive the minimum purchase requirement at our sole discretion. The Units will be issued in one or more closings, occuring at least monthly after the Company has received and accepted the first subscription for Units. For each closing, proceeds for subscriptions over $2,500 must be transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions in the subscription agreement. Such funds will be kept in a non-interest bearing account maintained by the Company until the closing. Proceeds for subscriptions of $2,500 or less may be (i) submitted through a purchaser’s customer account in accordance with the billing information for such purchaser at thechosen.tv to be kept in the specified bank account maintained by the Company per the instructions in the subscription agreement if such payment method is made available, or (ii) transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions in the subscription agreement. We intend to accept payment for subscriptions of $2,500 or less through a purchaser’s customer account in accordance with the billing information for such purchaser at thechosen.tv. However, the credit card method of payment is not approved by our payment processors at this time and may not be approved for this offering. Payments for all subscriptions may be transmitted directly by wire or electronic funds transfer via ACH to the specified bank account maintained by the Company per the instructions set forth on the Offering's website at thechosen.tv. Upon each closing, any proceeds collected for such closing will be disbursed to the Company and the Units for such closing will be issued to investors. Once a subscription has been submitted and accepted by the Company, an investor will not have the right to request the return of its subscription payment prior to closing.

Procedures for Acquiring Units

All subscriptions for Units must be made through our Offering’s website, thechosen.tv (the “Website”). Prior to purchasing any Units, you should review this entire Offering Circular and any appendices, exhibits and supplements accompanying this Offering Circular. Prospective investors who abide by the investment limitations described below may order Units as follows:

●

Complete the Subscription Agreement form, including the representations and warranties regarding your accredited status and/or the percentage of your net worth being invested in this offering. 

●

Electronically sign and submit the Subscription Agreement.

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●

If your subscription price is greater than $2,500, payment for your Units must be made by direct delivery of funds pursuant to wire or electronic funds transfer via ACH to the specified account maintained by the Company, in accordance with the payment instructions provided in your Subscription Agreement.

●

If your subscription price is $2,500 or less, you may (i) pay for your subscription price through your customer account in accordance with your billing information at  thechosen.tv if such payment method is made available, or, (ii) transmit funds directly by wire or electronic funds transfer via ACH to the specified account maintained by the Company per the instructions in your subscription agreement. We will bill your customer account in accordance with your billing information at  thechosen.tv .

Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any order, in whole or in part. An approved custodian or trustee must process and forward to us orders made through IRAs, Keogh plans, 401(k) plans and other tax-deferred plans. If we do not accept your order, the Company will promptly refund any purchase price transferred via wire transfer without interest. Any order application not accepted within ten (10) days after receipt shall be deemed rejected.

Investment Limitations

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the offering. The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

(i)

You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

(ii)

You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Units (please see below on how to calculate your net worth);

(iii)

You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

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(iv)

You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of $5,000,000;

(v)

You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, as amended, or the Investment Company Act, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

(vi)

You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

(vii)

You are a trust with total assets in excess of $5,000,000, your purchase of Units is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Units; or

(viii)

You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, or Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Units.

See the “PLAN OF DISTRIBUTION” section of this Offering Circular for additional details on how you can order Units.

Engagement Agreement with Cambria Capital

On April 17, 2018, we entered into an engagement agreement with Cambria Capital pursuant to which we engaged Cambria Capital as our exclusive placement agent for the Offering with respect to sales in certain jurisdictions. The engagement agreement has since been terminated pursuant to the terms of the agreement. We do not have a broker-dealer engaged to solicit sales of the Units in this Offering. Pursuant to the terms of the engagement agreement, we have agreed to reimburse Cambria Capital $13,875 for the payment of actual, accountable and reasonable out-of-pocket expenses incurred in connection with the Offering.

 

VidAngel Consulting and Coordination Agreement

The Company has entered into a Consulting and Coordination Agreement (the “Consulting Agreement”) with VidAngel, pursuant to which VidAngel will provide consulting and advisory services to the Company in connection with the Offering. The advisory services to be provided by VidAngel pursuant to the Consulting Agreement include: (i) providing the Company with general financial advice and assistance concerning the Company’s business; (ii) assisting the Company in analyzing the best strategy for the Offering; (iii) helping the Company draft this Offering Statement on Form 1-A and this offering circular with regard to the Offering; (iv) designing and building a technological platform to facilitate the Offering; and (v) assisting the Company with such other matters as the Company and VidAngel may agree. By way of clarification, however, advisory services shall not include acting as placement agent for the Offering, soliciting investors or indications of interest in buying securities, discussion with third parties of the merits of the offering or any other activity which can or could be characterized as brokerage activities. The coordination services to be provided by VidAngel pursuant to the Consulting Agreement include: (i) coordinating counsel, audit and third-party vendor services necessary for the Offering; and (ii) preparing and coordinating public relations and marketing/advertising materials. VidAngel will receive compensation for its advisory services in connection with the Consulting Agreement of (i) $600,000 for its coordination services and reimbursement of its out-of-pocket expenses when the Company's cash flow is sufficient to allow payment but not later than the closing of this Offering for at least $8,000,000 in aggregate gross proceeds and (ii) Common Units of the Company’s membership interest equal to 2.0% of the Company’s aggregate outstanding Membership Units as of the final closing of this Offering as compensation.

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USE OF PROCEEDS TO ISSUER

Net proceeds to our Company from this offering are anticipated to be $12,245,125, following the payment of selling commissions, broker-dealer fees and other offering costs. Set forth below is a table showing the estimated sources and uses of the proceeds from this offering.

	Maximum Offering Amount
	Dollar Amount	%
Gross Proceeds	$13,000,000	100.00%
Estimated Offering Expenses1	$741,000	5.70%
Accountable Expense Reimbursement2	$ 13,875	0.11%
Net Proceeds	$ 12,245,125	94.19%
Production Expenses3	$8,024,168	65.53%
Working Capital4	$ 2,110,478	17.24%
Distribution/Marketing Expenses5	$ 2,110,479	17.24%
Total Use of Proceeds	$13,000,000	100.00%

1

The Company intends to use up to $741,000 of the gross proceeds of the Offering for estimated offering expenses, including legal, accounting, printing, advertising, travel, marketing, blue sky compliance and other expenses of this Offering, and transfer agent fees. The estimated offering expenses also include the $600,000 payment to VidAngel pursuant to the Consulting Agreement to be paid when the Company’s cash flow is sufficient to allow payment but not later than the closing of this Offering for at least $8,000,000 in aggregate gross proceeds. In addition, VidAngel will receive Common Units of the Company’s membership interest equal to 2.0% of the Company’s aggregate outstanding Membership Units as of the final closing of this Offering for its consulting services pursuant to the Consulting Agreement.

2

We will reimburse Cambria Capital for $13,875 of actual, accountable and reasonable out-of-pocket expenses incurred pursuant to the engagement agreement with Cambria Capital.

3

The Company intends to use up to $8,024,168 of the net proceeds of this Offering for production expenses, including cast compensation, production staff compensation, sets, props, wardrobes, transportation, music, sound, film, visual effects and other expenses in connection with producing the Series.

4

The Company intends to use up to $2,110,478 of the net proceeds of this Offering for working capital, including general overhead costs, if the Company raises the Maximum Offering Amount.

5

The Company intends to use up to $2,110,479 of the net proceeds of this Offering for distribution and marketing expenses, including expenses associated with hiring a publicist and public relations specialist, if the Company raises the Maximum Offering Amount.

If the Company fails to raise the Maximum Offering Amount in this Offering, we initially expect to eliminate, on a dollar-for-dollar basis as necessary, all marketing expenses from the uses of proceeds of the Offering. If the Company has failed to raise sufficient capital to fund production of Season 1 after all post-production marketing expenses have been eliminated from the uses of proceeds, the Company intends to reduce the size of the Season 1 budget accordingly, which would initially impact the production quality of Season 1 and, if the net proceeds from this offering were less than approximately $3,200,000 would also reduce the length of Season 1.

 

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DESCRIPTION OF OUR BUSINESS

General

The Chosen, LLC was formed as a Utah limited liability company on October 24, 2017 solely to develop and produce an episodic television series entitled “The Chosen” (the “Series”), which is intended to be distributed through online video streaming services, television and home video. The story ideas and concepts upon which the Series is based were created by Dallas Jenkins, who received a 49% ownership interest of Common Units in the Company in exchange for all of his rights in and to his story ideas and concepts.

We intend to use the proceeds from this Offering to fund the development and production of Season 1 of the Series. The screenplay for the pilot episode of Season 1 was written by Dallas Jenkins, Ryan Swanson and Tyler Thompson. The Company entered into work-for-hire agreements with each writer, pursuant to which the Company exclusively owns all right, title and interest in and to the pilot episode screenplay. The Company will enter into similar work-for-hire agreements with the writers of the remaining episodes of Season 1 of the Series and will exclusively own the individual screenplays for each episode of Season 1.

The Series is loosely inspired by a film entitled “The Shepherd.” The Company exclusively owns all right, title and interest in and to the copyrights and all other rights in and to The Shepherd pursuant to the Assignment and Assumption Agreement (the “Assignment Agreement”) between the Company and Creatus, LLC. Pursuant to the Assignment Agreement, Creatus, LLC assigned its respective rights in and to The Shepherd to the Company in exchange for $100,000.

The Series

Synopsis

The Series is based on the story concepts and ideas of Dallas Jenkins. The Series is based on the gospels of the Bible and tells the story of the life of Jesus Christ primarily through the perspectives of those who met him throughout his life, as the stories of his many miracles were exposed primarily through the word of those who witnessed them. Over the course of multiple seasons, the viewer meets Jesus, his followers, the Romans occupying Jewish territory and the religious leaders who resisted him. Season 1 begins with the gathering of Jesus’ followers and follows the progression of the disciplines from their calling to their preparation for Jesus’ ministry. The final two seasons are intended to chronicle his death and resurrection. This Offering will solely finance Season 1, and if Season 1 is successful, then we anticipate seeking additional capital to produce Seasons 2 and 3.

Production

The Company intends to develop and produce Season 1 of the Series within the $8.1 million budget. The budget covers all expenses to be incurred to create the master print for the Series and may be subject to change in connection with the exigencies of the production process. The Company has not yet decided on a production location or locations and will continue to consider options. The decision on any production location will be based on such factors, among others, as production costs (including expenses associated with the hiring of a film crew) and other financial considerations. We have not yet begun production of the Series and we expect production to be completed over an approximately three-month period.

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Distribution and Marketing

The Series is intended to be distributed through online video streaming services, television and home video. The Company has entered into an Exclusive Video-On-Demand and Subscription Video-On-Demand License Agreement with VidAngel, Inc. (“VidAngel”), pursuant to which the Company has granted VidAngel (i) a nationwide exclusive license to exploit the Series through any and all media for a period of one year, (ii) a worldwide exclusive license to exploit the Series through video-on-demand services for a period of three years (which period will automatically renew for additional one-year periods if not terminated) and (iii) a nationwide exclusive perpetual license to exploit the Series through video-on-demand and subscription-video-on-demand services for a period of three years (which period will automatically renew for additional one-year periods if not terminated). Pursuant to the license agreement, twenty-five percent (25%) of VidAngel’s revenues from the exploitation of video-on-demand and subscription-video-on-demand content will be applied to marketing the Series. The Company will receive licensing payments in an amount equal to 40% of the net profits attributable to the Series based on the number of hours the Series was viewed by VidAngel’s customers. In addition to the licensing payments, the Company will be eligible to receive an uncapped bonus in an amount based on a proprietary algorithm determined by “goodness,” “loyalty” and “word of mouth.”

If the Company fails to raise the Maximum Offering Amount, the Company will fund international marketing through operational revenues generated from the distribution of Series 1 pursuant to the licensing agreement with VidAngel. As a result, if the Company fails to raise the Maximum Offering Amount, the international distribution of Series 1 may be delayed until the Company has generated sufficient operating revenues to be able to market Series 1 internationally.

Writer Work-For-Hire Agreements

The Company has entered into work-for-hire agreements with Dallas Jenkins, Ryan Swanson and Tyler Thompson (the “Writers”), pursuant to which the Writers have drafted screenplays of certain episodes for Season 1. The Writers each entered into a work-for-hire agreement with the Company on December 8, 2017, pursuant to which each Writer was compensated $10,000 to write a first draft of the screenplay for the pilot episode of Season 1. In addition, pursuant to his work-for-hire agreement for the pilot episode, Mr. Swanson will receive contingent compensation in an amount equal to 3.0% of the net profits for the Series. The Writers each entered into subsequent work-for-hire agreements with the Company pursuant to which each of the Writers was compensated $8,333 to write a first draft of the screenplay for the second episode of Season 1. Each writer is also entitled to a production bonus of $1,000 at the start of principal photography if the second episode is produced as part of Season 1. The Writers have each been paid an additional $4,166.50 pursuant to unwritten agreements with the Company to begin writing a first draft of the screenplay for the third episode of Season 1. The Writers verbally agreed to suspend writing the third episode pending the commencement of this Offering and will be paid an additional $4,166.50 upon completion and formal delivery of the screenplay of episode 3 to the Manager. The work-for-hire agreements are filed as exhibits to the Offering Statement of which this Offering Circular is a part. The Company is the sole and exclusive owner of the screenplays for the episodes of Season 1 drafted pursuant to the work-for-hire agreements with the Writers. The Company will enter into similar work-for-hire agreements with the writers of the remaining episodes of Season 1 of the Series.

Employees

The Company has no employees. The Company’s officers are principals of the Company’s Manager. The Company anticipates that all personnel involved with the production of Season 1, including writers, directors, actors, crew and other production personnel, will be hired as independent contractors.

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DESCRIPTION OF OUR PROPERTIES

As of the date of this Offering Circular, our primary assets are our copyrights in the film entitled “The Shepherd,” which served as the underlying source material for the Series, and our copyrights in the screenplay for the pilot episode of Season 1 of the Series. We do not own any real property. See “DESCRIPTION OF BUSINESS” for more information.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

We were formed as a Utah limited liability company on October 24, 2017. Our company’s objective is to develop and produce an episodic television series entitled “The Chosen”.

As of the date of this offering circular, we have not yet commenced active operations. Offering proceeds will be applied to the production of the Series and the payment or reimbursement of placement fees and other offering expenses. We will experience a relative increase in liquidity as we receive net offering proceeds and a relative decrease in liquidity as we spend net offering proceeds in connection with the development and production of the Series.

Operating Results

The following represents our performance highlights:

Revenues

As of December 31, 2017, the Company has not yet commenced operations.

Operating Expenses 

Operating Expense for the period from October 24, 2017 to December 31, 2017 were $13,663.

Liquidity and Capital Resources

Short-Term Liquidity

As of the date of this offering circular, we had received $200,000 in cash investment from our founders in return for Common Units

As of December 31, 2017, we had $194,354 cash on hand.

Plan of Operations

Our plan of operations, including material expenditures, over the 2018 fiscal year is currently focused on the development, production and marketing of Season 1 of the Series. From January to May 2018, the Company will focus on the development of Season 1. The Company will likely incur expenses during the development phase ranging from approximately $75,000 to $200,000 in connection with hiring screenwriters, $20,000 for general fees and travel expenses and $25,000 for a research trip to Israel. The pre-production process is anticipated to take place from April to June 2018, during which period the Company expects to incur expenses of approximately $500,000 in connection with preparation work, hiring production staff, scouting locations and travel expenses. The Company anticipates that the production process for Season 1 will commence in June or July of 2018, depending on the timing of capital raising in this offering, and will last for approximately three months, resulting in approximately $6 million in expenses associated with hiring the crew and cast for the film and buying or renting equipment for an expected 11-week shooting period. Post-production is anticipated to last approximately four months following the completion of the production process, during which period the Company expects to incur expenses of approximately $2 million in connection with film editing, music and completion of the film. The Company expects the marketing of the Series to occur from September 2018 to January 2019 and expects to incur expenses of approximately $3 million for marketing, publicity and promotion of the Series.

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We believe the proceeds from this Offering will satisfy our cash requirements for the production, development and marketing of Season 1, so we anticipate that it will not be necessary to raise additional funds. If we fail to raise sufficient capital for the production of Season 1, we will either (i) have to reduce the size of the Season 1 budget accordingly, which may have an impact on the quality of Season 1 and/or the likelihood of its commercial success upon its completion, (ii) have to raise additional financing from outside sources to complete production of Season 1 and no assurance can be given as to the availability of such financing on terms acceptable to the Company or at all, or (iii) be unable to complete post-production of Season 1. Additionally, if we fail to raise sufficient capital to fund the marketing of Season 1, we will have to raise additional financing from outside sources to market Season 1 and no assurance can be given as to the availability of such financing on terms acceptable to the Company or at all. As a result, the distribution of Season 1 may be delayed until the Company has generated sufficient operating revenues to be able to market Season 1.

Trend Information

Because we have not yet commenced active operations, we are unable to identify any recent trends in production, revenue or expenses since the latest financial year. Thus, we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Our Company is managed by our Manager, which has the sole power to manage our Company’s day-to-day affairs and may bind our Company to contracts. See “SECURITIES BEING OFFERED – Description of our Operating Agreement.” The Manager unilaterally controls our management, subject to the rights of the members holding a Majority Interest (which is defined in our Operating Agreement as Members whose percentage interests represent greater than 50% of all of the Members) in the Company, to approve certain major decisions, as more fully described below in “SECURITIES BEING OFFERED – Description of our Operating Agreement – Major Decision Rights.”

The Manager may not be removed by the Members. The Manager will serve indefinitely until it either resigns or is otherwise removed or until a successor shall have been elected and qualified by the affirmative vote or written consent of Members holding a majority of the membership interests in the Company.

The Manager is owned by its members, Ricky Ray Butler, Matthew Faraci, Dallas Jenkins and Earl Seals. The Manager is managed by its manager, Derral Eves. Unless Mr. Eves resigns or is removed, Mr. Eves shall hold office until a successor is elected and qualified by the affirmative vote or written consent of the Manager’s members holding a majority of the membership interests entitled to vote. The Manager’s manager shall have all necessary powers to manage and carry out the purposes, business, property, and affairs of the Manager, subject to certain actions which must be approved by a majority of the Manager’s membership interests.

All matters for which the vote, approval or consent of the Manager’s members is required will require the approval of the Manager’s members holding a majority of the membership interests entitled to vote.

Set forth below are the executive officers, manager and other security holders of our Manager. We do not have our own executive officers because we are managed solely by our Manager. We have not yet identified any significant employees.

Name	Position	Age	Term of Office	Hours/Year (for Part-Time Employees)
Derral Eves	Chief Executive Officer	43	February 2018	N/A
Dallas Jenkins	Chief Creative Officer	42	February 2018	N/A
Matthew Faraci	Chief Operating Officer	42	February 2018	N/A

Biographical Information

Biographical information regarding our Manager, executive officers and executive officer nominees is set forth below.

Derral Eves

Derral Eves is our Chief Executive Officer. Mr. Eves graduated from Southern Utah University with a bachelor’s degree in Communications and Public Relations and a minor in Spanish. Since January 2006, Mr. Eves has served as the Chief Executive Officer of Creatus, LLC. Mr. Eves is the creator of VidSummit, the leading professional conference for social media creators. Mr. Eves is one of the world’s top YouTube and online video marketing experts. The content on Mr. Eves’ distribution channels have received over 24 billion video views on Youtube and over 9 billion views on Facebook. Mr. Eves is also the mentor of some of the biggest and most impactful YouTube and social media stars. He has been featured on Good Morning America, The Today Show, NBC, ABC, CBS, FOX, ESPN, FORBES, AdWeek, Christians Today, World Religion News, and several other media outlets. He was recently featured in an article published by Forbes as #4 on the list of “20 Must Watch YouTube Channels That Will Change Your Business.”

Dallas Jenkins

Dallas Jenkins is our Chief Creative Officer. Mr. Jenkins graduated from Northwestern College with a bachelor’s degree in Bible and Communications. Mr. Jenkins currently serves as the president of Jenkins Entertainment and is primarily responsible for the oversight of the production of all films and videos produced by Jenkins Entertainment. Mr. Jenkins is also a film writer who has worked in Hollywood for nearly two decades, creating films for Warner Brothers, Lionsgate, Hallmark Channel, PureFlix and Universal. Mr. Jenkins has created several faith-based films, such as Midnight Clear, What If…, Though None Go With Me and The Resurrection of Gavin Stone. Mr. Jenkins is the son of celebrated Christian author Jerry B. Jenkins (the creator of The Left Behind Series and The Jesus Chronicles Series).

Matthew Faraci

Matthew Faraci is our Chief Operating Officer. Mr. Faraci is an experienced marketing and publicity strategist who has been producing film projects for twenty years. Mr. Faraci graduated with a Bachelor of Arts degree from Calvin College. Since May 2016, Mr. Faraci has served as president of Inspire Buzz. Mr. Faraci served as executive vice president of Faith Driven Entertainment from May 2013 through April 2016. He served a senior vice president of communications of Generation Opportunity from November 2010 through March 2013. Mr. Faraci is the host and executive producer of the faith-inspired series Frankly Faraci on Dove Channel. He is also an executive producer of the upcoming action-fantasy adventure Heavenquest: A Pilgrim’s Progress. Mr. Faraci has promoted some of the most consequential faith-based film projects in recent times, including God's Not Dead, Miracles From Heaven, Risen, Heaven is for Real, and Unbroken. He began his career on the legendary NBC talk show The McLaughlin Group and proceeded to win numerous awards for several series and documentaries he created for PBS.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Neither our Manager nor our executive officers receive compensation for acting in their capacities as Manager and executive officers of the Company. However, the Manager and executive officers may receive compensation from the Company if employed as independent contractors of the Company for services performed in connection with the creation, distribution and production of the Series.

Remuneration of Executive Officers and Manager of Our Company

Neither our Manager nor our executive officers have yet received any compensation from our Company. In 2017, Mr. Jenkins was paid approximately $10,000 as an independent contractor of the Company pursuant to a work-for-hire agreement for writing the pilot episode of the Series, which was unrelated to his position as an executive of the Company.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

As of the initial closing of this offering, our Company will have two classes of membership interests, the Units and the Common Units. There are currently 13,900,000 Common Units and no Units outstanding. Purchasers of our Units will become Members in our Company with respect to their ownership of Units. Our Manager has the right to create, authorize and issue new units of membership interests in our Company, including new classes.

Capitalization

The following table sets forth the beneficial ownership of our Membership Units of each of our Manager, executive officers, and security holders who own more that 10% of our outstanding Membership Units:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Amount and Nature of Beneficial Ownership Acquirable	Percent of Membership Interest
Common Units	Dallas Jenkins 3693 Heathmoor Ct. Elgin, IL 60124	6,811,000 Common Units	N/A	49%
Common Units	Derral Eves 4 S 2600 W Ste 5 Hurricane, Utah 84737	2,780,000 Common Units	N/A	20%
Common Units	Ricky Ray Butler 9849 Yoakum Dr. Beverly Hills California 90210	2,502,000 Common Units	N/A	18%
Common Units	Matthew Faraci 356 N. Alta Vista Blvd Los Angeles, CA 90036	556,000 Common Units	N/A	4%

(1)

Each beneficial owner owns his interest through the Manager.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS AND OTHER CONFLICTS OF INTEREST

Obligations to Other Entities

Our Manager and executive officers are involved in other businesses, including other television and film production businesses. Therefore, conflicts of interest may exist between their obligations to such businesses and to us. Under our Operating Agreement, our Manager is permitted to have outside business activities, including those that compete with our business. We believe our Manager and executive officers have the capacity to discharge their responsibilities to our Company notwithstanding participation in other present and future investment programs and projects.

Transactions with the Company

The Manager may, and may cause its Affiliates to, engage in any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company so long as such transaction is not expressly prohibited by the Operating Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons capable of similarly performing them in similar transactions between parties operating at arm's length. A transaction between the Manager and/or its Affiliates, on the one hand, and the Company, on the other hand, shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction between parties operating at arm's length if a Majority Interest of the Members having no interest in such transaction (other than their interests as Members) affirmatively vote or consent in writing to approve the transaction. Notwithstanding the foregoing, the Manager shall not have any obligation in connection with any such transaction between the Company and the Manager or its Affiliate, to seek the consent of the Members.

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A Member may lend money to and transact other business with the Company with prior approval of the Manager and after full disclosure of the Member’s involvement. Such Member has the same rights and obligations with respect thereto as a person who is not a Member. A loan to the Company by a Member will not dilute the ownership interests of any other Member. We do not have any outstanding loans or loan guarantees with any related party, and, as of the date of this Offering Circular, we do not have any intentions to enter into any such transactions.

Related Party Transaction

Creatus, LLC assigned to the Company all of its rights, title and interest in and to the film entitled The Shepherd. The Company paid $100,000 in exchange for all rights in and to The Shepherd. The Shepherd served as the underlying source material upon which the Series is loosely based. Derral Eves, sole manager of our Manager, is the sole owner of Creatus, LLC. The Assignment and Assumption Agreement between Creatus, LLC and the Company is filed as an exhibit to the Offering Statement of which this Offering Circular is a part.

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SECURITIES BEING OFFERED

General

Our Company is offering a maximum of $13,000,000 of the Units. The base purchase price per Unit is $1.00 and the minimum order is 100 Units ($100); however, we can waive the minimum order in our sole discretion. The Company will issue bonus Units to investors who purchase Units in the early tranches of the Offering as follows: (i) investors who purchase in the first tranche of 3,000,000 Units sold pursuant to this Offering will receive a 15.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.87; (ii) investors who purchase in the second tranche of 3,000,000 Units sold will receive a 10.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.91; (iii) investors who purchase in the third tranche of 3,000,000 Units sold will receive a 5.0% bonus on the number of Units purchased, resulting in an effective purchase price per Unit of $0.95; and (iv) investors who purchase the final tranche of 4,000,000 Units will pay the base purchase price equal to $1.00 per Unit.  In the event two or more tranches overlap for a single subscription agreement, the overlapping investor will receive a partial bonus for each tranche in which such investor subscribed for Units (for example, if an investor invests $1,000 at a point in the Offering when 2,999,600 Units have already been sold in the 15% bonus tranche, then $400 of the investment would be attributed to the 15% bonus tranche (400 Units plus 60 bonus Units for a total of 460 Units) and the remaining $600 of the investment would be attributed to the 10% bonus tranche (600 Units plus 60 bonus Units for a total of 660 Units), resulting in a total of 1,120 Units). The Units are preferred equity and are entitled solely to a preference in respect of distributions until the Company has distributed to holders of the Units an aggregate amount equal to 120% of the aggregate purchase price of the Units. See “– Distributions.”

Upon issuance of Units to you, you will become bound by our Operating Agreement. See“– Description of Our Operating Agreement” below for a detailed summary of terms of our Operating Agreement. Our Operating Agreement is filed as an exhibit to the Offering Statement of which this Offering Circular is a part. Any claim arising out of, under or in connection with the Operating Agreement or the transactions contemplated by the Operating Agreement is subject to the exclusive jurisdiction of state and federal courts sitting in Utah. The Company intends to seek to enforce our forum selection clause in an action or claim against the company by an investor; however, enforceability of a forum selection clause is subject to the law and regulations of each jurisdiction in which the applicable claim is brought and may not be enforced in all circumstances. Further, pursuant to our Operating Agreement, in the event that any dispute between the Company and the Members or among the Members should result in litigation, the prevailing party in such dispute is entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including reasonable attorneys’ fees and expenses. The Company intends to enforce this provision in any claim or dispute between the Company and the Members, including claims brought under the federal securities laws. If the Company does not prevail in such a claim or dispute, the Company will be responsible for the costs and expenses of litigation of any such prevailing Member or Members.

We have two classes of membership interests, Units and Common Units. Our Manager has the right to create, authorize and issue new Membership Units in our Company, including new classes.

Registrar, Paying Agent and Transfer Agent for our Units 

Duties

Direct Transfer, LLC will serve as the registrar, paying agent and transfer agent for our Units. We will pay all fees charged by the transfer agent for transfers of our Units except for special charges for services requested by the holder of a Unit.

There will be no charge to our members for disbursements of our cash distributions. We will indemnify the transfer agent, its agents and each of their respective stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

Resignation or Removal

The transfer agent may resign, by notice to us, or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer agent and registrar and its acceptance of the appointment. If no successor has been appointed and has accepted the appointment within 30 days after notice of the resignation or removal, our Manager, or a designee of our Manager, may act as the transfer agent and registrar until a successor is appointed.

Transfer of Units and Restrictions on Transfers

Our units, including the Units sold pursuant to this Offering, are freely transferable, subject to any restrictions imposed by applicable securities laws and regulations.

By the transfer of Units in accordance with our Operating Agreement, each transferee of Units shall be admitted as a member with respect to the Units transferred when such transfer and admission are reflected in our books and records. Each transferee:

●

automatically agrees to be bound by the terms and conditions of, and is deemed to have executed, our Operating Agreement;

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●

represents and warrants that the transferee has the right, power, authority and capacity to enter into our Operating Agreement; and 

●

gives the consents, waivers and approvals contained in our Operating Agreement.

Distributions

No distributions to investors of our Units are assured, nor are any returns on, or of, an Investor’s investment guaranteed. Distributions are subject to our ability to generate positive cash flow from operations. All distributions are further subject to the discretion of our Manager. It is possible that we may have cash available for distribution, but our Manager could determine that the reservation, and not distribution, of such cash by our Company would be in our best interest.

Distributable Cash

We define “distributable cash” as the amount of cash which the Manager deems available for distribution to the Members, taking into account all Company debts, liabilities, and obligations of the Company then due and amounts which the Manager deems necessary to place into reserves for customary and usual claims with respect to the Company's business. Our Manager, in its sole discretion, may determine from time to time that we have received sufficient cash flow to make a distribution. If such a distribution is made, then the cash distributed shall be distributed in the following order and manner:

(A)

First, to the holders of the Units, pro rata in accordance with the number of Units held, until the Company has made distributions that equal 120% of the aggregate purchase price of the Units; and

(B)

Thereafter, to all Members pro rata in accordance with their respective holdings of Membership Units.

Liquidating Distributions

Upon the dissolution of our Company, our Manager will convert all of our property to cash and then make the following distributions:

(A)

All known debts and liabilities of the Company, excluding debts and liabilities to Members who are creditors of the Company;

(B)

All known debts and liabilities of the Company owed to Members who are creditors of the Company;

(C)

The remaining assets shall be distributed to the Members in accordance with the distribution waterfall described above.

Basis for Distributions

Our Company’s ability, and our Manager’s decisions, to make distributions to our members will be based upon the consolidated operating results of our Company and our subsidiaries. Although our Manager has discretion over whether to make distributions to our members, our Manager does not intend, and has no reason to withhold distributions from our members, except as may be necessary to fund reserves for our Company, or our subsidiaries, as deemed appropriate by our Manager or required by any financing arrangements we may enter into.

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Description of Our Operating Agreement

The following summary describes material provisions of our Operating Agreement, but it is not a complete description of our Operating Agreement. A copy of our Operating Agreement is filed as an exhibit to the Offering Statement of which this Offering Circular is a part.

Generally

Our Operating Agreement refers to our Company’s Amended and Restated Limited Liability Company Agreement dated as of March 6, 2018.

Management

Subject to our Members’ rights to consent to certain transactions as described below, the business and affairs of our Company are managed by, and all powers are exercised by, our Manager. If the Manager resigns, a new manager will be elected by the affirmative vote or written consent of Members holding a majority of the membership interests of the Company entitled to vote.

The Company shall have one manager, The Chosen Productions, LLC (the “Manager”). The Manager may not be removed by the Members. The Manager will serve indefinitely until it either resigns or is otherwise removed or until a successor shall have been elected and qualified by the affirmative vote or written consent of Members holding a majority of the membership interests in the Company.

Our Manager is indemnified by us and held harmless from liability to us or any member for any action or inaction as long as (i) the Manager performed its managerial duties in good faith and in a manner it reasonably believed to be in the best interests of the Company and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, and (ii) such course of conduct did not constitute fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager.

Our Manager is required by our Operating Agreement to use its reasonable efforts to carry out the objectives of our Company, and to devote, and cause its affiliates to devote, such amounts of their time, skill and attention during normal business hours that the Manager may deem necessary. Our Operating Agreement does not prevent our Manager from engaging in other business activities in which our Company will have no right to participate. The Members have waived any and all rights and claims which they may otherwise have against the Manager and its affiliates as a result of any such activities.

Fiduciary Duties and Indemnification

Our Manager and our executive officers will owe fiduciary duties to our Company and our members in the manner prescribed in the Utah Uniform Limited Liability Company Act and applicable case law. Our Manager is required to act in good faith and in a manner that it determines to be in our best interests. However, nothing in our Operating Agreement precludes our Manager or executive officers or any affiliate of our Manager or any of its respective officers, directors, employees, members or trustees from acting, as a director, officer or employee of any corporation, a trustee of any trust, an executor or administrator of any estate, a member of any company or an administrative official of any other business entity, or from receiving any compensation or participating in any profits in connection with any of the foregoing, and neither our Company nor any member shall have any right to participate in any manner in any profits or income earned or derived by our Manager or any affiliate thereof or any of their respective officers, directors, employees, members or trustees, from or in connection with the conduct of any such other business venture or activity. Our Manager, our executive officers, any affiliate of any of them, or any shareholder, officer, director, employee, partner, member or any person or entity owning an interest therein, may engage in or possess an interest in any other business or venture of any nature or description; and no member or other person or entity shall have any interest in such other business or venture by reason of its interest in our Company.

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Our Manager has no liability to our Company or to any Member for any claims, costs, expenses, damages, or losses suffered by our Company which arise out of any action or inaction of the Manager if the Manager meets the following standards: (i) the Manager performed it managerial duties in good faith and in a manner it reasonably believed to be in the best interests of the Company and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances, and (ii) such course of conduct did not constitute fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager. These exculpation provisions in our Operating Agreement are intended to protect our Manager from liability when exercising their business judgment regarding transactions we may enter into.

Insofar as the foregoing provisions permit indemnification or exculpation of our Manager, executive officers or other persons controlling us from liability arising under the Securities Act, we have been informed that in the opinion of the SEC this indemnification and exculpation is against public policy as expressed in the Securities Act and is therefore unenforceable.

Members’ Voting Rights

Meetings of Members may be held at such date, time and place as the Manager may fix from time to time or upon written demand of Members holding more than ten percent (10%) of our outstanding units eligible to vote. No business shall be transacted, and no action shall be taken, at any meeting other than that stated in the notice to the members of our Company announcing such meeting, unless such action was approved by a majority (greater than 50%) of our outstanding units of either class eligible to vote. The presence of members holding at least a majority of our outstanding units of either class eligible to vote as of the record date for any meeting shall constitute a quorum for such meeting.

Major Decision Rights

Although our Manager has the sole authority to manage our business and to bind our Company, the Members of our Company have the right to consent to certain actions which we term “major decisions.” Member consent is required before the Manager may take any of the following actions:

(i)

The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions over a three (3) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;

(ii)

The merger of the Company with another limited liability company or limited partnership;

(iii)

The merger of the Company with a corporation or a general partnership or other person;

(iv)

The conversion of the Company to another type of entity organized within or without the State, including without limitation, a limited partnership;

(v)

The decision to tax election status of the Company; and

(vi)

Any other transaction described in the Operating Agreement as requiring the vote, consent, or approval of the Members.

The transactions described above in “– Major Decision Rights” require the approval of a Majority Interest of the Members present and voting at a meeting or a Majority Interest of the Members as a whole acting by written consent. In the event the Manager resigns, a new manager may be elected by the affirmative vote of a Majority Interest of the Members in a meeting duly called and held with respect to the election of a new manager, or by written consent regarding the same.

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Contributions

Our members’ amounts invested in us, number of Units of membership interest held, and percentage interest in our Company are reflected in the books and records of our Company. If you purchase Units in this offering, you will make a base cash investment of $1.00 per Unit purchased and you will become a Member of our Company.

Additional Members

Additional members may be admitted to the Company by the Manager. Additional members shall obtain Units, net profits, net losses and distributions of the Company on such terms as determined by the Manager.

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ERISA CONSIDERATIONS

An investment in us by an employee benefit plan is subject to additional considerations because the investments of these plans are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and restrictions imposed by Section 4975 of the Code. For these purposes the term “employee benefit plan” includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or IRAs established or maintained by an employer or employee organization. Among other things, consideration should be given to:

●

whether the investment is prudent under Section 404(a)(1)(B) of ERISA;

●

whether in making the investment, that plan will satisfy the diversification requirements of Section 404(a)(1)(C) of ERISA; and

●

whether the investment will result in recognition of unrelated business taxable income by the plan and, if so, the potential after-tax investment returns.

The person with investment discretion with respect to the assets of an employee benefit plan, often called a fiduciary, should determine whether an investment in us is authorized by the appropriate governing instrument and is a proper investment for the plan.

Section 406 of ERISA and Section 4975 of the Code prohibit employee benefit plans from engaging in specified transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to the plan.

In addition to considering whether the purchase of Units is a prohibited transaction, a fiduciary of an employee benefit plan should consider whether the plan will, by investing in us, be deemed to own an undivided interest in our assets, with the result that our operations would be subject to the regulatory restrictions of ERISA, including its prohibited transaction rules, as well as the prohibited transaction rules of the Code.

The Department of Labor regulations provide guidance with respect to whether the assets of an entity in which employee benefit plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these regulations, an entity’s assets would not be considered to be “plan assets” if, among other things:

(1)

the equity interests acquired by employee benefit plans are publicly offered securities - i.e., the equity interests are widely held by 100 or more investors independent of the issuer and each other, freely transferable and registered under some provisions of the federal securities laws;

(2)

the entity is an “operating company”—i.e., it is primarily engaged in the production or sale of a product or service other than the investment of capital either directly or through a majority-owned subsidiary or subsidiaries; or

(3)

there is no significant investment by benefit plan investors, which is defined to mean that less than 25% of the value of each class of equity interest is held by the employee benefit plans referred to above.

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We do not intend to limit investment by benefit plan investors in us because we anticipate that we will qualify as an “operating company”. If the Department of Labor were to take the position that we are not an operating company and we had significant investment by benefit plans, then we may become subject to the regulatory restrictions of ERISA which would likely have a material adverse effect on our business.

Plan fiduciaries contemplating a purchase of Units should consult with their own counsel regarding the consequences under ERISA and the Code in light of the serious penalties imposed on persons who engage in prohibited transactions or other violations.

ACCEPTANCE OF ORDERS ON BEHALF OF PLANS IS IN NO RESPECT A REPRESENTATION BY OUR MANAGER OR ANY OTHER PARTY RELATED TO US THAT THIS INVESTMENT MEETS THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN US IN LIGHT OF THE CIRCUMSTANCES OF THE PARTICULAR PLAN.

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REPORTS

We will furnish the following reports, statements, and tax information to each Member:

Reporting Requirements under Tier II of Regulation A. Following this Tier 2, Regulation A offering, we will however be required to comply with certain ongoing disclosure requirements under Rule 257 of Regulation A. We will be required to file: an annual report with the SEC on Form 1-K; a semi-annual report with the SEC on Form 1-SA; current reports with the SEC on Form 1-U; and a notice under cover of Form 1-Z. The necessity to file current reports will be triggered by certain corporate events, similar to the ongoing reporting obligation faced by issuers under the Exchange Act, however the requirement to file a Form 1-U is expected to be triggered by significantly fewer corporate events than that of the Form 8-K. Parts I & II of Form 1-Z will be filed by us if and when we decide to and are no longer obligated to file and provide annual reports pursuant to the requirements of Regulation A.

Annual Reports. The Manager will send an annual report to each of the Members not later than one hundred twenty (120) days after the close of the Company’s fiscal year, ending on December 31 of each year. The report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year. Such financial statements shall be accompanied by the report thereon, if any, of the independent accountants engaged by the Company or, if there is no report, the certificate of a Manager that the financial statements were prepared without audit from the books and records of the Company.

Tax Information. The Manager will furnish to the Members tax information reasonably required by them for federal and state income tax reporting purposes with respect to a taxable year on or before January 31st of the year immediately following such taxable year.

Membership Certificates. We do not anticipate issuing membership certificates representing Units purchased in this offering to the Members. Instead, Units will be issued in book-entry form and our Unit ledger will be maintained by our transfer agent.

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INDEPENDENT AUDITORS

The balance sheet of The Chosen, LLC as of December 31, 2017, and the statements of operations and members' equity and cash flows for the period from inception (October 24, 2017) to December 31, 2017, have been included in this Offering Circular and have been audited by Tanner LLC, independent auditors, as stated in their report appearing herein.

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Index to Financial Statements

The Chosen, LLC

The Chosen, LLC Financial Statements as of December 31, 2017 and for the Period From Inception (October 24, 2017) to December 31, 2017	F-1
Report of Independent Accountants	F-2
Balance Sheet as of December 31, 2017	F-3
Statement of Operations and Members’ Equity For the Period From Inception (October 24, 2017) to December 31, 2017	F-4
Statement of Cash Flows For the Period From Inception (October 24, 2017) to December 31, 2017	F-5
Notes to Financial Statements	F-6

The Chosen, LLC

Financial Statements

As of December 31, 2017 and For the Period From

Inception (October 24, 2017) to December 31, 2017

Together with Independent Auditors’ Report

F-1

INDEPENDENT AUDITORS’ REPORT

To Management and Members of The Chosen, LLC

We have audited the accompanying financial statements of The Chosen, LLC (a Utah Limited Liability Company), which comprise the balance sheet as of December 31, 2017, the related statements of operations and members’ equity, and cash flows for the period from inception (October 24, 2017) to December 31, 2017, and the related notes to financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error or fraud.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to error or fraud. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Chosen, LLC as of December 31, 2017, and the results of its operations and its cash flows for the period from inception (October 24, 2017) through December 31, 2017, in accordance with accounting principles generally accepted in the United States of America.

/s/ Tanner LLC

Salt Lake City, Utah

February 21, 2018

F-2

The Chosen, LLC

Balance Sheet

As of December 31, 2017

Assets
Current assets:
Cash	$194,354
Prepaid expenses	646
Total current assets	195,000
Film costs	30,000
Total assets	$225,000
Liabilities and Members' Equity
Current liabilities:
Accounts payable	$38,663
Total liabilities	38,663
Members' equity	186,337
Total liabilities and members' equity	$225,000

See accompanying notes to financial statements.

F-3

The Chosen, LLC

Statement of Operations and Members’ Equity

For the Period From Inception (October 24, 2017) to December 31, 2017

Revenue	$-
Operating expenses:
General and administrative	13,663
Total operating expenses	13,663
Operating loss	(13,663)
Net loss	(13,663)
Members' Equity:
At Inception	-
Member contributions	200,000
Ending members' equity	$186,337

See accompanying notes to financial statements.

F-4

The Chosen, LLC

Statement of Cash Flows

For the Period From Inception (October 24, 2017) to December 31, 2017

Cash flows from operating activities:
Net loss	$(13,663)
Adjustments to reconcile net loss to net cash used in
operating activities:
Decrease (increase) in:
Prepaid expenses	(646)
Film costs	(30,000)
Increase (decrease) in:
Accounts payable	38,663
Net cash used in operating activities	(5,646)
Cash flows from investing activities:	-
Cash flows from financing activities:
Member contributions	200,000
Net change in cash and cash equivalents	194,354
Cash and cash equivalents at inception	-
Cash and cash equivalents at end of year	$194,354

See accompanying notes to financial statements.

F-5

The Chosen, LLC

Notes to Financial Statements

December 31, 2017

1.    Description of Organization and Summary of Significant Accounting Policies Organization The Chosen, LLC (the Company) was organized on October 24, 2017 as a perpetual Utah Limited Liability Company. The Company is a business whose planned principal operations are the production and distribution of a television series. The television series is currently in the development stages. The Company is in the process of raising additional equity capital to support the completion of its television series. Liquidity The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to produce its television series. There can be no assurance that the Company will be successful in its efforts to raise sufficient equity capital to complete its television series. In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). ASU 2014-15 requires management to evaluate, at each interim and annual reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued, and provide related disclosures. ASU 2014-15 is effective for reporting periods ending after December 15, 2016. Management performed the required evaluation and believes the Company has the ability to continue as a going concern for at least one year from the date the financial statements were available to be issued. 
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Concentrations of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, could exceed federally insured limits. As of December 31, 2017, the Company did not have any cash that exceeded federally insured limits. To date, the Company has not experienced a loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company’s invested cash will not be impacted by adverse conditions in the financial markets.

F-6

The Chosen, LLC

Notes to Financial Statements

December 31, 2017

1.    Description of Organization and Summary of Significant Accounting Policies Continued	Film Costs Costs incurred in the direct production of video content are capitalized and stated at the lower of the unamortized cost or net realizable value. The Company periodically evaluates the net realizable value of content by considering expected future revenue generation. As of December 31, 2017, $30,000 in film preproduction costs were capitalized. The Company amortizes film costs in proportion to the recognition of the related revenue from each episode. Amortization expense for film costs was $0 for 2017. The Company periodically evaluates impairment of unamortized film cost on an episode-by-episode basis. Any unamortized film costs in excess of fair value are written off. Advertising Advertising costs are expensed as incurred. Advertising expenses totaled approximately $900 for the period ended December 31, 2017. Income Taxes The Company is a Utah limited liability company. Under this structure, the Company is not subject to income tax at the Federal level and state level, as its members are liable for the income taxes on the Company’s income or loss. Subsequent Events Management has evaluated events and transactions for potential recognition or disclosure through February 21, 2018, which is the day the financial statements were available to be issued.
2.    Related Party Transactions	During 2017, the Company entered into an agreement with a member of the Company to provide scriptwriting services for $10,000. This amount is recorded in accounts payable and film costs in the accompanying balance sheet.
3.    Subsequent Events	Subsequent to December 31, 2017, the Company obtained all rights, title and interest in and to the audio-visual work entitled “The Shepherd” together with all rights to the “previous Jesus-era audio-visual vignettes” from Creatus, LLC. On February 9, 2018, the Company entered into an exclusive video-on-demand and subscription video-on-demand license agreement with VidAngel, Inc. (VidAngel), for distribution of the Company’s planned television series. On February 15, 2018, the Company entered into a consulting and coordination agreement with VidAngel. The Company will pay VidAngel the fee for the consulting services no later than the closing of the Company’s potential Regulation A offering for at least the minimum amount.

F-7

PART III – EXHIBITS

Exhibit Number	Exhibit Description
(2)(a)	Certificate of Registration of the issuer.
(2)(b)	Amendment to the Certificate of Registration of the Issuer.
(2)(c)	Amended and Restated Limited Liability Company Agreement of the issuer.
(2)(d)	First Amendment to the Amended and Restated Limited Liability Company Agreement of the issuer.
(4)	Form of Subscription Agreement.
(6)(a)	Membership Interest Assignment Agreement by and between the Company and Dallas Jenkins.
(6)(b)	Assignment and Assumption Agreement by and between the Company and Creatus, LLC.
(6)(c)	Consulting and Coordination Agreement by and between the Company and VidAngel, Inc.
(6)(d)	First Amendment to Consulting and Coordination Agreement, dated May 15, 2018, by and between the Company and VidAngel, Inc.
(6)(e)	Writer Work-For-Hire Agreement, dated December 8, 2017, by and between the Company and Dallas Jenkins.
(6)(f)	Writer Work-For-Hire Agreement, dated December 8, 2017, by and between the Company and Ryan Swanson.
(6)(g)	Writer Work-For-Hire Agreement, dated December 8, 2017, by and between the Company and Tyler Thompson.
(6)(h)	Writer Work-For-Hire Agreement, dated February 14, 2018, by and between the Company and Dallas Jenkins.
(6)(i)	Writer Work-For-Hire Agreement, dated December 8, 2017, by and between the Company and Ryan Swanson.
(6)(j)	Writer Work-For-Hire Agreement, dated February 14, 2018, by and between the Company and Tyler Thompson.

(6)(k)	Exclusive Video-On-Demand and Subscription Video-On-Demand License Agreement by and between the Company and VidAngel, Inc.
(11)	Consent of Tanner LLC.**
(12)	Opinion of Freeman Lovell, PLLC regarding legality of the Units.
(13)	Solicitation of Interest

* To be filed by amendment. 

** Previously filed.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hurricane, State of Utah on May 16, 2018.

THE CHOSEN, LLC,a Utah limited liability company

By: The Chosen Productions, LLC,

a Utah limited liability company

Its: Manager

By: /s/ Derral Eves

Name: Derral Eves

Its: Manager

/s/ Derral Eves

Derral Eves

Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

EX1A-2B BYLAWS

  Exhibit 2(a)

EX1A-2B BYLAWS

  Exhibit 2(b)

EX1A-2B BYLAWS

Exhibit 2(c)

AMENDED AND RESTATED OPERATING AGREEMENT

FOR

THE CHOSEN, LLC

A UTAH LIMITED LIABILITY COMPANY

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:

A.On October 24, 2017, Articles of Organization for THE CHOSEN, LLC (the "Company"), a limited liability company under the laws of the State of Utah, were filed with the Utah Secretary of State.

B.  On December 7, 2017, Derral Eves, as the Manager of the Company, and Dallas Jenkins, Ricky Ray Butler, Earl Seals and Matthew Faraci, as the Members of the Company, executed an Operating Agreement for the Company.

C.      The Parties hereto now desire to enter into this Amended and Restated Operated Agreement for the Company.

NOW, THEREFORE, the parties (hereinafter sometimes collectively referred to as the "Members," or individually as the "Member") by this Agreement set forth the Amended and Restated Operating Agreement for the Company under the laws of the State of Utah upon the terms and subject to the conditions of this Agreement.

ARTICLE I

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set forth below (all terms used in this Agreement which are not defined in this Article I shall have the meanings set forth elsewhere in this Agreement):

1.1"Act" shall mean the Utah Revised Uniform Limited Liability Company Act, as the same may be amended from time to time.

1.2"Agreement" shall mean this Operating Agreement, as originally executed and as amended from time to time.

1.3"Articles of Organization" shall mean the Articles of Organization for the Company originally filed with the Utah Secretary of State and as amended from time to time.

1.4“Available Cash” shall mean all net revenues from the Company’s operations, including net proceeds from all sales, refinancing, and other dispositions of Company property that the Manager, in the Manager’s sole discretion, deems in excess of the amount reasonably necessary for the operating requirements of the Company, including debt reduction and Reserves.

1.5"Capital Account" shall mean with respect to any Member the capital account which the Company establishes and maintains for such Member pursuant to Section 3.3.

1.6"Capital Contribution" shall mean with respect to any Member, the amount of the money and the Fair Market Value of any property (other than money) contributed to the Company in consideration of a Percentage Interest held by such Member. A Capital Contribution shall not be deemed a loan.

1.7“Capital Event” shall mean a sale or disposition of any of the Company’s capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of company property, the receipt of proceeds from a refinancing of Company property, or a similar event with respect to Company property or assets.

1.8     “Class A Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the total of a Member’s Class A Preferred Units and the denominator of which is the total of all outstanding Class A Preferred Units.

1.9     “Class A Preferred Face Value” shall mean $10.00 per Class A Preferred Unit.

1.10   “Class A Preferred Members” shall mean the holders of Class A Preferred Units as set forth on Exhibit A.

1.11   “Class A Preferred Units” shall mean the Units representing the Membership Interests having the rights and obligations with respect to Class A Preferred Units in this Agreement. The Manager has the authority to issue an unlimited number of Class A Preferred Units.

1.12   "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable, the Regulations.

1.13   “Common Members” shall mean the holders of Common Units as set forth on Exhibit A.

1.14   “Common Units” shall mean the Units representing the Membership Interests having all the rights and obligations with respect to Common Units in this Agreement.

1.15   "Company" shall mean THE CHOSEN, LLC, a Utah Limited Liability Company.

1.16   "Distributable Cash" shall mean the amount of cash which the Manager deems available for distribution to the Members, taking into account all debts, liabilities, and obligations of the Company then due and amounts which the Manager deems necessary to place into reserves for customary and usual claims with respect to the Company's business.

1.17   “Economic Interest” shall mean shall mean an interest in the distributions of the Fund but shall not include any right to vote or to participate in the management of the Fund.

1.18   “Economic Interest Owner” shall mean the owner of an Economic Interest who is not a Member.

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1.19   “Fair Market Value” shall mean, with respect to any item of property of the Company, the item’s adjusted basis for federal income tax purposes, except as follows:

A.The Fair Market Value of any property contributed by a Member to the Company shall be the value of such property, as mutually agreed by the contributing Member and the Company;

B.The Fair Market Value of any item of Company property distributed to any Member shall be the value of such item of property on the date of distribution as mutually agreed by the distribute Member and the Company;

1.21   "Fiscal Year" shall mean the Company's fiscal year, which shall be the calendar year.

1.22   “Involuntary Transfer” shall mean, with respect to any Membership Interest, or any element thereof, any Transfer or Encumbrance, whether by operation of law, pursuant to court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee in bankruptcy, receiver, or assignee for the benefit of creditors.

1.23   “Majority Interest” shall mean a Member or Members whose Percentage Interests represent more than fifty percent (50%) of the outstanding Percentage Interests.

1.24   "Manager" shall mean The Chosen Productions, LLC.

1.25   "Member" shall mean each Person who (a) is a signatory to this Agreement; has been admitted to the Company as a Member in accordance with the Articles or this Agreement; or is an assignee who has become a Member in accordance with Article VII and

(b) has not resigned, withdrawn, been expelled or, if other than an individual, dissolved.

1.26   “Membership Interest” shall mean a Member’s right in the Company, collectively, including the Member’s Economic Interest, any right to Vote or participate in management, and any right to information concerning the business and affairs of the Company.

1.31   “Total Percentage Interest” shall mean a fraction, expressed as a percentage, the numerator of which is the total of a Member’s Units and the denominator of which is the total of all outstanding Units.

1.33   “Proxy” has the meaning set forth in the first Utah Limited Liability Company Act. A Proxy may not be transmitted orally.

1.34   “Regulations” (or “Reg”) shall mean the income tax regulations promulgated by the United States Department of the Treasury and published in the Federal Register for the purpose of interpreting and applying the provisions of the Code, as such Regulations may be amended from time to time, including corresponding provisions of applicable successor regulations.

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1.35   “Reserves” shall mean the aggregate of reserve accounts that the Manager, in the Manager’s sole discretion, deems reasonably necessary to meet accrued or contingent liabilities of the Company, reasonably anticipated operating expenses, and working capital requirements.

1.39   “Transfer” shall mean, with respect to a Membership Interest or any element of a Membership Interest, any sale, assignment, gift, Involuntary Transfer, Encumbrance, or other disposition of such a Membership Interest or any element of such Membership Interest, directly or indirectly, other than an Encumbrance that is expressly permitted under this Agreement. A transfer into a revocable family trust for estate planning purposes shall not qualify or constitute a Transfer hereunder.

1.40   “Transfer Agent” shall mean such bank, trust company or other person as may be appointed from time to time by the Manager to act as registrar and transfer agent for any class of Units; provided that, if no such Person is appointed as registrar and transfer agent for any class of Units, the Board shall act as registrar and transfer agent for such class of Units.

1.41   “Units” shall mean the units of Membership Interest in the Company and shall include all Common Units and Class A Preferred Units, and any other class of Membership Interest authorized by the Manager. Each Unit in the Company represents a Unit of Membership Interest in the Company.

1.42   “Vote” shall mean a written consent or approval, a ballot cast at a meeting, or a voice vote.

1.43   “Voting Interest” shall mean, with respect to a Member, the right to Vote or participate in management and any right to information concerning the business and affairs of the Company provided under the Act, except as limited by the provisions of this Agreement. A Member’s Voting Interest shall be directly proportional to that Member’s Percentage Interest.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1Formation. Pursuant to the Act, the members have formed a Utah Limited Liability Company under the laws of the State of Utah by filing the Articles with the Utah Secretary of State and entering into this Agreement. The rights and liabilities of the Members shall be determined pursuant to the Act and to this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2Name. The name of the Company shall be "THE CHOSEN, LLC." The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Manager deems appropriate or advisable. The Manager shall file any fictitious name certificates and similar filings, and any amendments thereto, that the Manager considers appropriate or advisable. The phrase "LLC" shall always appear as part of the name of Company on all correspondence, stationary, checks, invoices and any and all documents and papers executed by Company and as otherwise required by the Act.

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2.3Term. The term of this Agreement shall be co-terminus with the period of duration of the Company provided in the Articles, unless extended or sooner terminated as hereinafter provided.

2.4Office and Agent. The Company shall continuously maintain an office and registered agent in the State of Utahas required by the Act. The principal office of the Company shall be as the Manager may determine. The Company also may have such offices, anywhere within and without the State of Utah, as the Manager from time to time may determine, or the business of the Company may require. The registered agent shall be as stated in the Articles or as otherwise determined by the Manager.

2.5Addresses of the Members and the Manager. The respective addresses of the Members and the Manager are set forth on Exhibit A.

2.6Purposes of Company. The purpose of the Company is to engage in any lawful activity for which a Limited Liability Company may be organized under the Act. Notwithstanding the foregoing, without the consent of the Members, the Company shall not engage in any business other than the following:

(a)T.V. and Film production;

(b)    purchase of any real or personal property; make any investment; and engage in any joint venture, general partnership, limited partnership, or other business activity proposed by the Manager and not prohibited by law or this Agreement; and

(c)    such other activities directly related to the foregoing business as may be necessary, advisable, or appropriate, in the reasonable opinion of the Manager to further the foregoing business.

2.7Title to Property in Name of Company. Real and personal property purchased by the Company shall be held and owned in the name of Company.

ARTICLE III CAPITAL CONTRIBUTIONS

3.1Initial Capital Contributions. Each Member shall contribute such assets or services as are set forth on Exhibit A as their initial Capital Contribution. The Manager shall maintain, or cause to be maintained, by the Transfer Agent in whole or in part, the company register as set forth on Exhibit A, as amended from time to time to reflect the admission of any new Member, the withdrawal or substitution of any Member, the Transfer of interests among Members, receipt by the Company of notice of any change of address of a Member or the change in any Member’s Capital Contributions (in each case, so long as such change has been made in accordance with the terms set forth in this Agreement). An amended Exhibit A shall supersede any prior Exhibit A and become a part of this Agreement.

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3.2Additional Capital Contributions. No Member shall be required to make any additional Capital Contributions. To the extent unanimously approved by the Manager, from time to time, the Members may be permitted to make additional Capital Contributions if and to the extent they so desire, and if the Manager determines that such additional Capital Contributions are necessary or appropriate for the conduct of the Company's business, including without limitation, expansion or diversification. In that event, the members shall have the opportunity, but not the obligation, to participate in such additional Capital Contributions on a pro rata basis in accordance with their Percentage Interests. Immediately following such Capital Contributions, the Percentage Interests shall be adjusted by the Manager to reflect the new relative proportions of the Capital Accounts of the Members.

3.3Capital Accounts. An individual Capital Account for each Member shall be maintained and adjusted in accordance with the following provisions:

A.A Member’s Capital Account shall be increased by that Member’s Capital Contributions.

B.A Member’s Capital Account shall be decreased by the amount of cash distributed to that Member.

C.If any Economic Interest (or portion thereof) is transferred, the transferee of such Economic Interest or portion shall succeed to the transferor’s Capital Account attributable to such interest or portion.

3.4No Interest. No Member shall be entitled to receive any interest on his or her Capital Contributions.

3.5Limitation on Withdrawal of Capital Contribution. No Member shall have the right to withdraw his or her Capital Contribution or to demand and receive property of the Company or any distribution in return for his or her Capital Contribution, except as may be specifically provided in this Agreement or permitted by law.

ARTICLE IV MEMBERS

4.1Limited Liability. Except as provided in the Utah Limited Liability Company Act relating to distributions by the Company relating to the responsibility of Members for certain unsatisfied debts or obligations of the Company, no Member or Manager shall be liable under a judgment, decree or order of a court, or in any other manner, for a debt, obligation or liability of the Company whether that liability or obligation arises in contract or tort. No Member shall be required to loan any funds to the Company. No Member shall be required to make any contribution to the Company by reason of any negative balance in his or her Capital Account, nor shall any negative balance in a Member's Capital Account create any liability on the part of the Member to any third party.

4.2Admission of Additional Members. The Manager may admit to the Company additional Members. Any additional Members shall obtain Membership Interests and distributions of the Company on such terms as are determined by the Manager. Notwithstanding the foregoing, substitute members may only be admitted in accordance with Article VII.

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4.3Transactions With The Company. Subject to any limitations set forth in this Agreement and with the prior approval of the Manager, and after full disclosure of the Member's involvement, a Member may lend money to and transact other business with the Company. Subject to other applicable law, such Member has the same rights and obligations with respect thereto as a person who is not a Member. A loan to the company by a Member shall not dilute the ownership interest of any other Member.

4.4Remuneration to Members. Except as otherwise authorized in, or pursuant to, this Agreement (including Section 10.3 below), no Member is entitled to remuneration for acting in the Company business.

4.5Members Are Not Agents. Pursuant to Section 5.1 and the Articles, the management of the Company is vested in the Manager. No Member, acting solely in the capacity of a Member, is an agent of the Company nor can any Member in such capacity bind nor execute any instrument on behalf of the Company.

4.6     Meetings of Members.

A.Date, Time and Place of Meetings of Members; Secretary. Meetings of Members may be held at such date, time and place within or without the State of Utah as the Manager may fix from time to time. Formal meetings of members are not required to take action.

B.Power to Call Meetings. Unless otherwise prescribed by the Act or by the Articles, meetings of the Members may be called by any Manager, or upon written demand of Members holding more than ten percent (10%) of the Percentage Interests for the purpose of addressing any matters on which the Members may vote.

C.Notice of Meeting. If a formal meeting is desired, written notice of a meeting of Members shall be sent or otherwise given to each Member in accordance with Section 4.7D not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at this meeting.

D.Manner of Giving Notice; Affidavit of Notice. Notice of any meeting of Members shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the Member at the address of that Member appearing on the books of the Company or given by the Member to the Company for the purpose of notice

E.Validity of Action. Any action approved at a meeting, other than by the approval of a Majority Interest of the Members entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any written waiver of notice.

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F.Quorum. The presence in person or by proxy of the holders of a Majority Interest shall constitute a quorum at a meeting of Members. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the loss of a quorum, if any action taken after loss of a quorum (other than adjournment) is approved by at least Members holding a Majority Interest.

G.Adjourned Meeting; Notice. Any Members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Membership Interests represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 4.7F.

H.     Waiver of Notice or Consent. The actions taken at any meeting of Members, however called and noticed, and wherever held, have the same validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, who was not present in person or by proxy, signs a written waiver of notice of consents to the holding of the meeting or approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company records or made a part of the minutes of the meeting.

K.Record Date. In order that the Company may determine the Members of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any distribution or to exercise any rights in respect of any other lawful action, the Manager, or Members representing more than ten percent (10%) of the Percentage Interests, may fix, in advance, a record date, that is not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting and not more than sixty (60) days prior to any other action

L.Voting. At any meeting, each Member shall be entitled to cast one vote for each Unit such Member owns, in person or by proxy, equal to such Member’s Percentage Interest on the Record Date. The failure of a Member to vote in person at a meeting or to timely deliver such Member’s Proxy on or before the commencement of such meeting, shall be deemed to constitute the consent and approval by such Member to all business transacted at the applicable meeting. The Members neither shall take part in the management of the Company, nor transact any business for the Company in their capacity as Members; neither shall they have power to sign for, or to bind, the Company; provided, however, that the Members shall have the right as provided in this Agreement to approve or consent to certain matters previously approved by the Manager and recommended to the Members.

Except as otherwise provided in this Agreement, a Majority Interest of the Members either present and voting at a meeting duly called and held or acting by written consent shall be required to approve the following actions with respect to the Company:

(i)     The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions over a three (3) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;

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(ii)The merger of the Company with another limited liability company or limited partnership;

(iii)    The merger of the Company with a corporation or a general partnership or other person;

(iv)    The conversion of the Company to another type of entity organized within or without the State, including without limitation, a limited partnership;

(v)     The decision to change the tax election status of the Company; and

(vi)    Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.

M.           Proxies. Every Member entitled to vote for Manager or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written Proxy signed by the Member or his attorney in fact and filed with the Manager or secretary, if any, of the Company. A proxy shall be deemed signed if the Member's name is placed on the Proxy (whether by manual signature, typewriting, telegraphic transmission, electronic transmission or otherwise) by the Member or the Member's attorney in fact.

N.           Action Without a Meeting. Any action required to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting with a written consent. Such consent shall set forth the action so taken with the signature of the requisite Members required to act, whether before or after such action. Such consent shall have the same force and effect as a requisite vote of the Members, and the Manager may so describe it as such in any article or document filed with the Utah Secretary of State or otherwise. The Board shall be promptly provided with a copy of any written consent of the Members and shall keep such written consent in the books and records of the Company.

ARTICLE V

MANAGEMENT AND CONTROL OF THE COMPANY

5.2Management of the Company by the Manager.

A.Exclusive Management by the Manager. The business, property and affairs of the Company shall be managed exclusively by the Manager. Except for situations in which the approval of the Members is expressly required by the Articles or this Agreement, the Manager shall have full, complete and exclusive authority, power, and discretion to manage and control the business, property and affairs of the Company; to make all decisions regarding those matters; and to perform any and all other acts or activities customary or incident to the management of the Company's business, property and affairs. No Member who is not the Manager, acting alone, shall have any authority to act for or to undertake or assume any obligation, debt, duty or responsibility on behalf of the Company.

B.Subscription Agreement. The Manager has the power to enter into an Irrevocable Subscription Agreement for the purpose of obtaining the funds necessary to purchase certain real property.

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C.Agency Authority of the Manager.

The Manager, acting alone, is authorized to endorse checks, drafts, and other evidences of indebtedness made payable to the order of the Company, but only for the purpose of deposit into the Company's accounts. All checks, drafts, and other instruments obligating the Company to pay money in an amount of less than Fifteen Thousand Dollars ($15,000.00) may be signed by the Manager, acting alone. All checks, drafts, and other instruments obligating the Company to pay money in an amount of Fifteen Thousand Dollars ($15,000.00) or more must be signed on behalf of the Company. The Manager, acting alone, shall be authorized to sign contracts and obligations on behalf of the Company.

5.3   Election of the Manager.

A.Number, Term, and Qualifications. The Chosen Productions, LLC shall be the Manager of the Company. Unless he or she resigns, the Manager shall hold office until a successor shall have been elected and qualified. The Manager shall be elected by the affirmative vote or written consent of Members holding a Majority Interest. A Manager need not be a Member, an individual, a resident of the State of Utah, or a citizen of the United States.

B.Resignation. Any Manager may resign at any time by giving written notice to the Members without prejudice to the rights, if any, of the Company under any contract to which the Manager is a party. The resignation of any Manager shall take effect upon receipt of that notice or at such later time as shall be specified in the notice; and, unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member.

C.Removal. The Manager shall not be removed by the Members.

D.    Vacancies. Any vacancy of the manager occurring for any reason may be filled by the affirmative vote or written consent of Members holding a Majority Interest.

5.4   Powers of the Manager.

A.Powers of the Manager. Without limiting the generality of Section 5.2, but subject to Section 5.4B and to the express limitations set forth elsewhere in this Agreement, the Manager shall have all necessary powers to manage and carry out the purposes, business, property, and affairs of the Company, including, without limitation, the power to exercise on behalf and in the name of the Company all of the powers described in the Utah Limited Liability Company Act.

B.Limitations on Powers of the Manager. Notwithstanding any other provisions of this Agreement, no debt or liability of more than Fifteen Thousand Dollars ($15,000.00) may be contracted on behalf of the Company. Additionally, the Manager shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority Interest (or such greater Percentage Interests set forth below) of the Members:

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(i)The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions over a three (3) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;

(ii)    The merger of the Company with another limited liability company or limited partnership;

(iii)   The merger of the Company with a corporation or a general partnership or other person;

(iv)   The conversion of the Company to another type of entity organized within or without the State, including without limitation, a limited partnership;

(v)    The decision to tax election status of the Company; and

(vi)   Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.

5.5Members Have No Managerial Authority. The Members shall have no power to participate in the management of the Company except as expressly authorized by this Agreement or the Articles and except as expressly required by the Act. Unless expressly and duly authorized in writing to do so by the Manager, no Member shall have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit, or to render it liable for any purpose.

5.6Performance of Duties; Liability of Managers. The Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by the Manager. The Manager shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company and shall use them solely for the benefit of the Company. The Manager shall perform its managerial duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. The Manager shall not have any liability by reason of being or having been a Manager of the Company if the Manager so performs the duties of the Manager.

In performing its duties, the Manager shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, of the following persons or groups unless they have knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

(a)one or more officers, employees or other agents of the Company whom the Manager reasonably believe to be reliable and competent in the matters presented;

(b)    any attorney, independent accountant, or other person as to matters which the Manager reasonably believe to be within such person's professional or expert competence; or

(c)    a committee upon which the Managers do not serve, duly designated in accordance with a provision of the Articles or this Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit competence.

5.7Devotion of Time. The Manager is not obligated to devote one hundred percent (100%) of the time or business efforts to the affairs of the Company. The Manager shall devote whatever time, effort and skill as they deem appropriate for the operation of the Company.

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5.8Competing Activities. The Manager and its officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates may engage or invest in, independently or with others, any business activity of any type or description, including without limitation those that might be the same as or similar to the Company's business and that might be in direct or indirect competition with the Company. Neither the Company nor any Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom. Notwithstanding the paragraphs above, if the Manager and/or any of the Member(s) has an offer to acquire a collection of collectables from a third party, then the Manager shall have the ability to use their own judgment in terms of selling or purchasing said items to a third party, if said manager believes that the Company does not have financial ability to make such purchase

The Members acknowledge that the Manager and its Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Manager’s time. The Members hereby waive any and all rights and claims which they may otherwise have against the Manager and its officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result of any of such activities.

5.9Transactions between the Company and the Manager. Notwithstanding that it may constitute a conflict of interest, the Manager may, and may cause its Affiliates, to engage in any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) with the Company so long as such transaction is not expressly prohibited by this Agreement and so long as the terms and conditions of such transaction, on an overall basis, are fair and reasonable to the Company and are at least as favorable to the Company as those that are generally available from persons capable of similarly performing them and in similar transactions between parties operating at arm's length.

A transaction between the Manager and/or its Affiliates, on the one hand, and the Company, on the other hand, shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction between parties operating at arm's length if a Majority Interest of the Members having no interest in such transaction (other than their interests as Members) affirmatively vote or consent in writing to approve the transaction. Notwithstanding the foregoing, the Manager shall not have any obligation in connection with any such transaction between the Company and the Manager or an Affiliate of the Manager, to seek the consent of the Members.

5.10Payments to Managers. Except as specified in this Agreement, no Manager or Affiliate of a Manager is entitled to remuneration for services rendered or goods provided to the Company. The Managers and their Affiliates shall receive only the following payments:

A.Management Fee. The Manager shall not receive a Management Fee for services as the Manager.

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B.Services Performed by the Manager or its Affiliates. The Company shall pay the Manager or Affiliates of the Manager for services rendered or goods provided to the Company outside the normal scope of the “goodwill” they are providing to the Company, including as Purchasing and Selling Agents, to the extent that the Manager is not required to render such services or goods themselves without charge to the Company; and to the extent that the fees paid to the Manager or its Affiliates do not exceed the fees that would be payable to an independent responsible third party who is willing to perform such services or provide such goods.

C.           Expenses. The Company shall reimburse the Manager and its Affiliates for the actual cost of goods and materials used for or by the Company. The Company shall also pay or reimburse the Manager or its Affiliates for organizational expenses (including, without limitation, legal and accounting fees and costs) incurred to form the Company and prepare the Articles and this Agreement. Except as otherwise provided herein, the Manager and its Affiliates shall not be reimbursed by the Company for the following expenses: (i) salaries, compensation or fringe benefits of directors, officers or employees of the Manager or its Affiliates; (ii) overhead expenses of the Manager or its Affiliates, including, without limitation, rent and general office expenses.

5.11Acts of the Manager as Conclusive Evidence of Authority. Any note, mortgage, evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other person, when signed by the Manager, is not invalidated as to the Company by any lack of authority of the Manager in the absence of actual knowledge on the part of the other person that the Manager had no authority to execute the same.

5.12   Limited Liability. No person who is the Manager or an officer or who is both the Manager and officer of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being a Manager or an officer or both the Manager and an officer of the Company. However, this shall not absolve of knowing or intentional acts engaged in by the Manager.

ARTICLE VI

DISTRIBUTIONS

6.1Distribution of Assets by the Company. Subject to applicable law and any limitations contained elsewhere in this Agreement, the Manager may elect from time to time to distribute Distributable Cash to the Members, which distributions shall be in the following order of priority:

(a)To the Economic Interest Owners of the Class A Preferred Units until an amount equal to 120% of the Class A Preferred Face Value per each Class A Preferred Unit has been distributed to the Economic Interest Owners of the Class A Preferred Units in proportion to their Class A Percentage Interests; and

(b)  To the Members in proportion to their Percentage Interests.

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All such distributions shall be made only to the persons who, according to the books and records of the Company, are the holders of record of the Economic Interests in respect of which such distributions are made on the actual date of distribution. Neither the Company nor the Manager shall incur any liability for making distributions in accordance with this Section 6.5.

6.2Form of Distribution. A Member, regardless of the nature of the Member's Capital Contribution, has no right to demand and receive any distribution from the Company in any form other than money. No Member may be compelled to accept from the Company a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Members. Except upon a dissolution and the winding up of the Company, no Member may be compelled to accept a distribution of any asset in kind.

6.3    Restriction on Distributions.

A.No distribution shall be made if, after giving effect to the distribution:

(i)   The Company would not be able to pay its debts as they become due in the usual course of business.

(ii)  The Company's total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed if the Company were to be dissolved at the time of the distribution, to satisfy the preferential rights of other Members, if any, upon dissolution that are superior to the rights of the Member receiving the distribution.

B.The Manager may base a determination that a distribution is not prohibited on any of the following:

(i) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances.

(ii)    A fair valuation.

(iii)   Any other method that is reasonable in the circumstances.

Except as provided in Section 48-5-405 of the Utah Limited Liability Company Act, the effect of a distribution is measured as of the date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization, or the date payment is made if it occurs more than one hundred twenty (120) days of the date of authorization.

C.A Member or Manager who knowingly and intentionally votes for a distribution in violation of this Agreement or the Act is personally liable to the Company for the amount of the distribution that exceeds what could have been distributed without violating this Agreement or the Act if it is established that the Member or Manager did not act in compliance with Section 6.3B or Section 10.4. Any Member or Manager who is so liable shall be entitled to compel contribution from (i) each other Member or Manager who also is so liable and (ii) each Member for the amount the Member received with knowledge of facts indicating that the distribution was made in violation of this Agreement or the Act.

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6.4Return of Distributions. Except for distributions knowingly made in violation of the Act or this Agreement, no Member or Economic Interest Owner shall be obligated to return any distribution to the Company or pay the amount of any distribution for the account of the Company or to any creditor of the Company. The amount of any distribution returned to the Company by a Member or Economic Interest Owner or paid by a Member or Economic Interest Owner for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member or Economic Interest Owner.

ARTICLE VII

TRANSFER AND ASSIGNMENT OF INTERESTS

7.1Transfer and Assignment of Interests. Any Member, or its heirs, executors, administrators and assigns shall be entitled to Transfer, assign, convey, sell, or encumber all or any part of his or her Membership Interests, subject to any restrictions imposed by applicable securities laws or regulations.

7.2Effective Date of Transfers. Any Transfer of all or any portion of a Membership Interest shall be effective as of the first day of the month following the date upon which the requirements of Sections 7.1, 7.2 and 7.3 have been met. The Manager shall provide the Members with written notice of such Transfer as promptly as possible after the requirements of Sections 7.1, 7.2 and 7.3 have been met. Any transferee of a Membership Interest shall take subject to the restrictions on Transfer imposed by this Agreement.

7.3Rights of Legal Representatives. If a Member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the Member's person or property, the Member's executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member's rights for the purpose of settling the Member's estate or administering the Member's property, including any power the Member has under the Articles or this Agreement to give an assignee the right to become a Member. If a Member is a corporation, trust, or other entity and is dissolved or terminated, the powers of that Member may be exercised by his or her legal representative or successor.

7.6Effective Date of Transfers of an Interest. Any Transfer of all or any portion of an Interest in Company will take effect on the first (1st) day of the month following receipt by the Members of written notice of Transfer. Any transferee of an Interest in the Company shall take subject to the restrictions on Transfer imposed by the Agreement.

7.7Consequences of Pledge or Grant of Security Interest. The pledge or granting of a security interest, lien or other encumbrance in or against any or all of the Interest of a Member shall not cause the Member to cease to be a Member or to grant anyone else the power to exercise any rights or powers of a Member.

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ARTICLE VIII

ACCOUNTING, RECORDS, REPORTING BY MEMBERS

8.1Books and Records. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods followed for federal income tax purposes. The books and records of the Company shall reflect all the Company transactions and shall be appropriate and adequate for the Company's business. The Company shall maintain at its principal office in Utah all of the following:

A.   A current list of the full name and last known business or residence address of each Member and Economic Interest Owner set forth in alphabetical order, together with the Capital Contributions, Capital Account and Percentage Interest of each Member and Economic Interest Owner;.

B.   A current list of the full name and business or residence address of the Manager.

C.   A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed.

D.   Copies of the company's federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent taxable years;

E.    A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

F.Copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years; and

G.    The Company's books and records as they relate to the internal affairs of the Company for at least the current and past four (4) Fiscal Years.

8.2     Delivery to Members and Inspection.

A.During regular business hours and at a reasonable location specified by the Company, a Member or Economic Interest Owner may inspect and copy full information regarding the activities, affairs, financial condition, and other circumstances of the Company as is just and reasonable if:

(i)

the Member or Economic Interest Owner seeks the information for a purpose reasonably related to the Member's or Economic Interest Owner’s interest as a Member or Economic Interest Owner;

(ii)

the Member or Economic Interest Owner makes a demand in a record received by the Company, describing with reasonable particularity the information sought and the purpose for seeking the information

(iii)

the information sought is directly connected to the member's purpose

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B.Not later than 10 days after receiving a demand pursuant to Section 9.2A, the Company shall inform the Member or Economic Interest Owner that made the demand of:

(i)

the information that the Company will provide in response to the demand and when and where the Company will provide the information; and

(ii)

the Company’s reasons fordeclining, if the Company declines to provide any demanded information.

C.      The Manager has the right, upon reasonable request for purposes reasonably related to the interest of the Person as Manager, to inspect and copy during normal business hours, at a reasonable location specified by the Company, any record maintained by the Company regarding the Company’s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the Manager’s rights and duties under this Agreement.

D.      The Company shall furnish to the Manager:

(i) 

without demand, any information concerning the Company’s activities, affairs, financial condition, and other circumstances which the Company knows and is material to the proper exercise of the Manager’s rights and duties under this Agreement, except to the extent the Company can establish that it reasonably believes the Manager already knows the information; and

(ii)

on demand, any other information concerning the Company’s activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances.

E.   Any request, inspection or copying by a Member or Economic Interest Owner under this Section 9.2 may be made by that Person or that Person's agent or attorney.

8.3     Annual Statements.

A.The Manager shall cause an annual report to be sent or made available to each of the Members not later than one hundred twenty (120) days after the close of the Fiscal Year. The report shall contain a balance sheet as of the end of the Fiscal Year and an income statement and statement of changes in financial position for the Fiscal Year. Such financial statements shall be accompanied by the report thereon, if any, of the independent accountants engaged by the Company or, if there is no report, the certificate of a Manager that the financial statements were prepared without audit from the books and records of the Company. The Manager shall be deemed to have made a report available to each Member as required by this Section 9.3A if it has either (i) filed such report with the United States Securities and Exchange Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report is publicly available on such system or (ii) made such report available on any website maintained by the Company and available for viewing by the Members.

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B.The Managers shall cause to be prepared at least annually, at Company expense, information necessary for the preparation of the Members' and Economic Interest Owners' federal and state income tax returns. The Managers shall send or cause to be sent to each Member or Economic Interest Owner within ninety (90) days after the end of each taxable year such information as is necessary to complete federal and state income tax or information returns, and, if the Company has thirty-five (35) or fewer Members, a copy of the Company's federal, state, and local income tax or information returns for that year.

C.The Managers shall cause to be filed at least annually with the Utah Secretary of State the statement required under the Utah Limited Liability Company Act.

8.4    Filings. The Manager, at Company expense, shall cause the income tax returns for the company to be prepared and timely filed with the appropriate authorities. The Manager, at Company expense, shall also cause to be prepared and timely filed, with appropriate federal and state regulatory and administrative bodies, amendments to, or restatements of, the Articles and all reports required to be filed by the Company with those entities under the Act or other then current applicable laws, rules, and regulations. If a Manager required by the Act to execute or file any document fails, after demand, to do so within a reasonable period of time or refuses to do so, any other Manager or Member may prepare, execute and file that document with the Utah Secretary of State.

8.6Bank Accounts. The Manager shall maintain the funds of the Company in one (1) or more separate bank accounts in the name of the Company, and shall not permit the funds of the Company to be commingled in any fashion with the funds of any other Person.

8.7Accounting Decisions and Reliance on Others. All decisions as to accounting matters, except as otherwise specifically set forth herein, shall be made by the Manager. The Manager may rely upon the advice of their accountants as to whether such decisions are in accordance with accounting methods followed for federal income tax purposes.

8.8Taxation. The Board shall cause the Company to elect to be taxed as a subchapter C corporation under the Code by filing Form 8832 with the Service. Subject to the consent of a Majority Interest of the Members, the Manager may change the tax election status of the Company from time to time. During any period for which the Company has elected to be taxed as a subchapter C corporation, the Company will not make any allocations of income, losses or expense deductions to the Members. Tax information reasonably required by Members for federal and state income tax reporting purposes with respect to a taxable year shall be furnished to them on or before January 31st of the year immediately following such taxable year.

ARTICLE IX

DISSOLUTION AND WINDING UP

9.1Dissolution. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first (1st) to occur of the following:

A.Upon the happening of any event of dissolution specified in the Articles;

B.     Upon the entry of an order of judicial dissolution pursuant to the Utah Limited Liability Company Act;

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C.Upon the consent of all of the Members;

D.     As otherwise provided by the Utah Limited Liability Company Act.

9.2Distributions in Kind. Any non-cash asset distributed to one (1) or more Members shall first be valued at its Fair Market Value to determine the distributions that would have resulted if such asset were sold for such value. Such distributions shall then be distributed pursuant to Article VI. The amount distributed to each Member receiving an interest in such distributed asset shall be the Fair Market Value of such interest. The Fair Market Value of such asset shall be determined by the Manager or by the Members or, if any Member objects, by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) selected by the Manager or liquidating trustee and approved by the Members.

9.3.    Order of Payment of Liabilities Upon Dissolution.

A.The distribution of payments of the Company in the process of winding-up shall be made in the following order: (i) All known debts and liabilities of the Company, excluding debts and liabilities to Members who are creditors of the Company; (ii) All known debts and liabilities of the Company owed to Members who are creditors of the Company; (iii) The remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances.

Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation.

B.The payment of a debt or liability, whether or not the whereabouts of the creditor is known, has been adequately provided for if:

(i)Payment thereof has been assumed or guaranteed in good faith by one (1) or more financially responsible persons or by the United States government or any agency thereof; and the provision, including the financial responsibility of the person, was determined in good faith and with reasonable care by the Members or the Manager to be adequate at the time of any distribution of the assets pursuant to this Section.

(ii)    The amount of the debt or liability has been deposited.

This Section 10.3B shall not prescribe the exclusive means of making adequate provision for debts and liabilities.

9.4Compliance with Regulations. All payments to the Members upon the winding up and dissolution of Company shall be strictly in accordance with the Regulations and the Code.

9.5Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely at the assets of Company for the return of his or her positive Capital Account balance and shall have no recourse for his or her Capital Contribution (upon dissolution or otherwise) against the Manager or any other Member except as provided in Article XI.

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9.6Certificate of Cancellation. The Manager or Members who filed the Certificate of Dissolution shall cause to be filed in the office of, and on a form prescribed by, the Utah Secretary of State, a certificate of cancellation of the Articles upon the completion of the winding up of the affairs of the Company.

9.7No Action for Dissolution. Except where the Manager has failed to liquidate the Company as required by this Article X, each Member hereby waives and renounces his or her right to initiate legal action to seek the appointment of a receiver or trustee to liquidate the Company or to seek a decree of judicial dissolution of the Company on the ground that (a) it is not reasonably practicable to carry on the business of the Company in conformity with the Articles or this Agreement, or (b) dissolution is reasonably necessary for the protection of the rights or interests of the complaining Member. Damages for breach of this Section 10.7 shall be monetary damages only (and not specific performance), and the damages may be offset against distributions by the Company to which such Member would otherwise be entitled.

ARTICLE X

INDEMNIFICATION AND INSURANCE

10.1Indemnification of Agents. The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding by reason of the fact that he or she is or was a member, Manager, officer, employee or other agent of the Company or that, being or having been such a Member, Manager, officer, employee or agent, he or she is or was serving at the request of the Company as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to hereinafter as an "agent"), to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The Manager shall be authorized, on behalf of the Company, to enter into indemnity agreements from time to time with any person entitled to be indemnified by the company hereunder, upon such terms and conditions as the Manager deems appropriate in their business judgment.

10.2Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was an agent of the Company against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as an agent, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Section 11.1 or under applicable law.

ARTICLE XI

INVESTMENT REPRESENTATIONS

Each Member hereby represents and warrants to, and agrees with, the Managers, the other Members, and the Company as follows:

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11.1Preexisting Relationship or Experience. (i) He or she has a preexisting personal or business relationship with the Company or the Manager or one (1) or more of the Company’s officers, or control persons or (ii) by reason of his or her business or financial experience, or by reason of the business or financial experience of his or her financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, he or she is capable of evaluating the risks and merits of an investment in the Membership Interests and of protecting his or her own interests in connection with this investment.

11.2No Advertising. He or she has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the sale of the Membership Interests.

11.3Investment Intent. He or she is acquiring the Membership Interests for investment purposes for his or her own account only and not with a view to or for sale in connection with any distribution of all or any part of the Membership Interests. No other person will have any direct or indirect beneficial interest in or right to the Membership Interests.

11.4Purpose of Entity. If the Member is a corporation, partnership, limited liability company, trust, or other entity, it was not organized for the specific purpose of acquiring the Membership Interests.

11.5Economic Risk. He or she is financially able to bear the economic risk of an investment in the Membership Interests, including the total loss thereof.

11.6No Registration of Membership Interests. He or she acknowledges that the Membership Interest has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the Utah Corporate Securities Law, as amended, or any other applicable blue sky laws in reliance, in part, on his or her representations, warranties, and agreements herein.

11.7Membership Interest in Restricted Security. He or she understands that the Membership Interests are a "restricted securities" under the Securities Act in that the Membership Interests will be acquired from the Company in a transaction not involving a public offering, and that the Membership Interests may be resold without registration under the Securities Act only in certain limited circumstances and that otherwise the Membership Interests must be held indefinitely. In this connection, he or she understands the resale limitations imposed by the Securities Act and is familiar with SEC Rule 144, as presently in effect, and the conditions which must be met in order for the Rule to be available for resale of "restricted securities," including the requirement that the securities must be held for at least two (2) years after purchase thereof from the Company prior to resale (three (3) years in the absence of publicly available information about the Company) and the condition that there be available to the public current information about the Company under certain circumstances. He or she understands that the Company has not made such information available to the public and has no present plans to do so.

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11.8No Obligation to Register. He or she represents, warrants, and agrees that the Company and the Manager are under no obligation to register or qualify the Membership Interests under the Securities Act or under any state securities law, or to assist him or her in complying with any exemption from registration and qualification.

11.9Investment Risk. He or she acknowledges that the Membership Interest is a speculative investment which involves a substantial degree of risk of loss by him or her of his or her entire investment in the Company, that he or she understands and takes full cognizance of the risk factors related to the purchase of the Membership Interests, and that the Company is newly organized and has no financial or operating history.

11.10Investment Experience. He or she is an experienced investor in unregistered and restricted securities of limited liability companies or limited partnerships.

11.11Transferability. He or she acknowledges that, although the Membership Interests are freely transferable, there is no public market for the Membership Interests and none is expected to develop, and that, accordingly, it may not be possible for him or her to liquidate his or her investment in the Company.

11.12Information Reviewed. He or she has received and reviewed all information he or she considers necessary or appropriate for deciding whether to purchase the Membership Interests. He or she has had an opportunity to ask questions and receive answers from the Company and the Manager and the Company’s officers and employees regarding the terms and conditions of purchase of the Membership Interests and regarding the business, financial affairs, and other aspects of the Company and has further had the opportunity to obtain all information (to the extent the Company possesses or can acquire such information without unreasonable effort of expense) which he or she deems necessary to evaluate the investment and to verify the accuracy of information otherwise provided to him or her.

11.13No Representations by Company. Neither the Manager, nor any agent or employee of the Company or of the Manager, or any other person has at any time expressly or implicitly represented, guaranteed, or warranted to him or her that he or she may freely Transfer the Membership Interests, that a percentage of profit and/or amount or type of consideration will be realized as a result of an investment in the Membership Interests, that past performance or experience on the part of the Manager or its Affiliates or any other person in any way indicates the predictable results of the ownership of the Membership Interests or of the overall Company business, that any cash distributions from Company operations or otherwise will be made to the Members by any specific date or will be made at all, or that any specific tax benefits will accrue as a result of an investment in the Company.

11.17Consultation with Attorney. He or she has been advised to consult with his or her own attorney regarding all legal matters concerning an investment in the Company and the tax consequences of participating in the Company, and has done so, to the extent he or she considers necessary.

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11.18Tax Consequences. He or she acknowledges that the tax consequences to him or her of investing in the Company will depend on his or her particular circumstances, and neither the Company, the Manager, the Members, nor the partners, shareholders, members, managers, agents, officers, directors, employees, Affiliates, or consultants of any of them will be responsible or liable for the tax consequences to him or her of an investment in the Company. He or she will look solely to, and rely upon, his or her own advisers with respect to the tax consequences of this investment. Nothwithstanding, the Company shall make sufficient distributions to the Members to satisfy any taxes attributed to the Members as a result of their ownership interest(s) in the Company.

11.19No Assurance of Tax Benefits. He or she acknowledges that there can be no assurance that the Code or the Regulations will not be amended or interpreted in the future in such a manner so as to deprive the Company and the members of some or all of the tax benefits they might now receive, nor that some of the deductions claimed by the Company may not be challenged by the Internal Revenue Service.

11.20Indemnity. He or she shall indemnify and hold harmless the Company, each and every Manager, each and every other Member, and any officers, directors, shareholders, managers, members, employees, partners, agents, attorneys, registered representatives, and control persons of any such entity who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any misrepresentation or misstatement of facts or omission to represent or state facts made by him or her including, without limitation, the information in this Agreement, against losses, liabilities, and expenses of the Company, each and every Manager, each and every other Member, and any offices, directors, shareholders, managers, members, employees, partners, attorneys, accountants, agents, registered representatives, and control persons of any such Person (including attorneys' fees, judgments, fines, and amounts paid in settlement, payable as incurred) incurred by such Person in connection with such action, suit, proceeding, or the like.

ARTICLE XII MISCELLANEOUS

12.1Counsel to the Company. Counsel to the Company may also be counsel to any Manager or any Affiliate of a Manager. The Manager may execute on behalf of the Company and the Members any consent to the representation of the Company that counsel may request pursuant to the Utah Rules of Professional Conduct or similar rules in any other jurisdiction ("Rules").

12.2Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of agreement among the Members and the Manager with respect to the subject matter herein and therein and replace and supersede all prior written and oral agreements or statements by and among the Members and the Manager or any of them. No representation, statement, condition or warranty not contained in this Agreement or the Articles will be binding on the Members or the Manager or have any force or effect whatsoever. To the extent that any provision of the Articles conflict with any provision of this Agreement, the Articles shall control.

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12.3.Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and inure to the benefit of the Members, and their respective successors and assigns.

12.4.Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Utah in any action on a claim arising out of, under, or in connection with this Agreement or the transactions contemplated by this Agreement, provided such claim is not required to be arbitrated pursuant to Section 12.5. Each Member further agrees that personal jurisdiction over him or her may be effected by service of process by registered or certified mail addressed to the address provided in Exhibit A of this Agreement, and that when so made shall be as if served upon him or her personally with the State of Utah.

12.5.Disputed Matters. The parties to this agreement shall make every effort to resolve any controversy or dispute arising out of this Agreement. The parties may elect, based upon the nature of the controversy or dispute regarding the interpretation of any of the provisions hereof, or the action or inaction of any Member and/or the Manager hereunder may be submitted to a third party agreed to by both Members and/or the Manager, based upon the nature of the controversy or dispute.

No action at law or in equity based upon any claim arising out of or related to this Agreement shall be instituted in any court by any Member except (a) an action to compel arbitration pursuant to this Section 12.5 or (b) an action to enforce an award obtained in an arbitration proceeding in accordance with this Section 12.5.

12.6.    Exhibits. All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.

12.7.Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

12.8.Notices. Any notice to be given or to be served upon the Company or any party hereto in connection with this Agreement must be in writing (which may include facsimile) and will be deemed to have been given and received when delivered to the address specified by the party to receive the notice. Any party may, at any time by giving five (5) days' prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given.

12.9.Amendments. All amendments to this Agreement will be in writing and signed by all of the Members.

12.10.Reliance on Authority of Person Signing Agreement. If a Member is not a natural person, neither the Company nor any Member will (a) be required to determine the authority of the individual signing this Agreement to make any commitment or undertaking on behalf of such entity or to determine any fact or circumstance bearing upon the existence of the authority of such individual or (b) be responsible for the application or distribution of proceeds paid or credited to individuals signing this Agreement on behalf of such entity.

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12.11No Interest in Company Property; Waiver of Action for Partition. No Member or Economic Interest Owner has any interest in specific property of the Company. Without limiting the foregoing, each Member and Economic Interest Owner irrevocably waives during the term of the Company any right that he or she may have to maintain any action for partition with respect to the property of the Company.

12.12Multiple Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

12.13Attorney Fees. In the event that any dispute between the Company and the Members or among the Members should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable attorneys' fees and expenses.

12.14     Time is of the Essence. All dates and times in this Agreement are of the essence.

12.15     Remedies Cumulative. The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

12.16No Third Party Beneficiary. The Agreement is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of the Agreement as a third party beneficiary or otherwise.

12.17Not for Benefit of Creditors. The provisions of the Agreement are intended only for the regulation of relations among Members and Company. The Agreement is not intended for the benefit of a creditor who is not a Member and does not grant any rights to or confer any benefits on any creditor who is not a Member or any other person who is not a Member, a Manager, or an officer.

12.18Publicity. None of the parties will make any disclosure of the transactions contemplated by the Agreement or the other agreements, or any discussions in connection therewith, without the prior written consent of each of the other parties. The preceding sentence shall not apply to any disclosure required to be made by the Act or other applicable law as reasonably determined by counsel to the party determining that such disclosure is required, except that such party, whenever practicable, shall be required to consult with the other party concerning the timing and content of such disclosure before making it.

12.28    No Responsibility for Pre-Formation Commitments. In the event that any Member (or any of such Member's shareholders, or Affiliates) has incurred any indebtedness or obligation prior to the date hereof that related to or otherwise affects Company, neither Company nor any other Member shall have any liability or responsibility for or with respect to such indebtedness or obligation unless such indebtedness or obligation is assumed by Company pursuant to a written instrument signed by all Members. Furthermore, neither Company nor any Member shall be responsible or liable for any indebtedness or obligation that is hereafter incurred by any other Member (or any of such Member's shareholders or Affiliates). In the event that a Member or any of such Member's shareholders or Affiliates, (collectively, the "liable Member"), whether prior to or after the date hereof, incurs (or has incurred) any debt or obligation for which neither Company nor the other Members have any responsibility or liability, the liable Member shall indemnify and hold harmless Company and the other Members from any liability or obligation they may incur in respect thereof.

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IN WITNESS WHEREOF, all of the Members of THE CHOSEN, LLC, a Utah Limited Liability Company, have executed this Agreement, effective as of the date written above.

MANAGER:

THE CHOSEN PRODUCTIONS, LLC

By: /s/ Derral Eves                            

Name: Derral Eves

Title: Manager

[Manager Signature Page to the Operating Agreement]

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MEMBERS:

For Individuals:

Name of Individual:         

Signature:

Address:

__________________________________________

For Entities:

Name of Entity:

By:

Name:

Title:

Address:

__________________________________________

[Members Signature Page to the Operating Agreement]

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EXHIBIT A THE CHOSEN, LLC

Member and Address	Percentage of Membership Interests	Class A Preferred Units	Common Units
The Chosen Productions, LLC 4 S 2600 W, Suite 5 Hurricane, UT 84737	100%	N/A	1,300,000
TOTAL	100%	N/A	1,300,000

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EX1A-2B BYLAWS

 Exhibit (2)(d)

FIRST AMENDMENT TO

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

THE CHOSEN, LLC

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.

RECITALS

A.           

The Company was duly organized on October 24, 2017 as a limited liability company under Utah law and is governed by that certain Amended and Restated Operating Agreement dated March 6, 2018 (the “Operating Agreement”).

B.           

The undersigned desires to amend the Operating Agreement as set forth below.

AMENDMENT

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this First Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.            Paragraph B of the recitals of the Operating Agreement is hereby deleted in its entirety and replaced with the following:

B.           On December 7, 2017, Derral Eves, as the Manager of the Company, and Ricky Ray Butler, Derral Eves, Matthew Faraci, Dallas Jenkins and Earl Seals, as the Members of the Company, executed an Operating Agreement for the Company.

2.           Section 1.9 of the Operating Agreement is hereby deleted in its entirety and replaced with the following:

1.9           “Class A Preferred Face Value” shall mean $1.00 per Class A Preferred Unit.

3.           Section 12.4 of the Operating Agreement is hereby deleted in its entirety and replaced with the following:

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12.4           Jurisdiction. Each Member hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Utah in any action on a claim arising out of, under, or in connection with this Agreement or the transactions contemplated by this Agreement. Each Member further agrees that personal jurisdiction over him or her may be effected by service of process by registered or certified mail addressed to the address provided in Exhibit A of this Agreement, and that when so made shall be as if served upon him or her personally with the State of Utah.

4.           Section 12.5 of the Operating Agreement is hereby deleted in its entirety and replaced with [Reserved].

5.           The word “MANAGER” in the signature caption of The Chosen Productions, LLC is hereby deleted and replaced with the word “MEMBER.”

6.           Exhibit A of the Operating Agreement is hereby deleted in its entirety and replaced with the following:

Member and Address	Percentage of Membership Interests	Class A Preferred Units	Common Units
The Chosen Productions, LLC 4 S 2600 W, Suite 5 Hurricane, UT 84737	100%	N/A	13,900,000
TOTAL	100%	N/A	13,900,000

7.           This First Amendment shall be deemed to amend the Operating Agreement and, to the extent of any conflict therewith, supersedes the provisions thereof. All remaining terms and conditions of the Operating Agreement not modified by this First Amendment shall remain in full force and effect, and the Member hereby ratifies and confirms the Operating Agreement, as hereby amended, in all respects.

8.            The laws of the State of Utah shall govern the validity of this First Amendment and the construction and interpretation of its terms.

[Signatures on Following Page]

2

IN WITNESS WHEREOF, the Member has executed this First Amendment on the date first written above.

MEMBER:

THE CHOSEN PRODUCTIONS, LLC

By: /s/ Derral Eves__________________

Name: Derral Eves

Title: Manager

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EX1A-4 SUBS AGMT

Exhibit 4

SUBSCRIPTION AGREEMENT

CLASS A PREFERRED UNITS

IN

THE CHOSEN, LLC

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.

I understand that if I wish to purchase Units, I must complete this Subscription Agreement and submit the applicable Subscription Price in accordance with the instructions set forth in the Circular and on the Company’s website: thechosen.tv. I understand that the base purchase price per Unit is $1.00 and that the Company may issue bonus Units to me based upon when I subscribe (including funding my Subscription Price). Bonus Units will be issued as described in the Circular.

In order to induce the Company to accept this Subscription Agreement for Units and as further consideration for such acceptance, I hereby make, adopt, confirm and agree to all of the following covenants, acknowledgments, representations and warranties with the full knowledge that the Company and its affiliates will expressly rely thereon in making a decision to accept or reject this Subscription Agreement.

1. Investor Information    (You must include a permanent street address even if your mailing address is a P.O. Box.)

Individual/Beneficial Owner: (Please print name(s) to whom shares are to be registered.)
First, Middle, Last Name:	Social Security #:	Date of Birth:
Street Address:	City:	State:	Zip Code:
Daytime Phone #:	If Not a US Citizen, Specific Country of Citizenship:
E-mail Address:
Joint-Owner/Minor: (If applicable.)
First, Middle, Last Name:	Social Security #:	Date of Birth:
Street Address:	City:	State:	Zip Code:
Daytime Phone #:	If Not a US Citizen, Specific Country of Citizenship:
Corporation/Partnership/Other:
Entity Name:	Tax ID #:	Date of Entity Formation:
Name of Officer(s), General Partner or other Authorized Person(s):
Street Address:	City:	State:	Zip Code:

2. Type of Ownership    (Select only one.)

Non-Custodial Ownership
☐	Individual - One signature required.
☐	Joint Tenants with Rights of Survivorship All parties must sign.
☐	Community Property - All parties must sign.
☐	Tenants in Common - All parties must sign.
☐	Uniform Gift to Minors Act - State of ______
	Custodian signature required.
☐	Uniform Transfer to Minors Act - State of _______ . Custodian signature required.
☐	Qualified Pension or Profit Sharing Plan
☐	Trust
☐	Corporation .
☐	Partnership
	Authorized signature(s) required.
☐	Other (Specify) – _________________________ Include title and signature pages.
Custodial Ownership
☐	Traditional IRA - Owner and custodian signatures required.
☐	Roth IRA - Owner and custodian signatures required.
☐	Simplified Employee Pension/Trust (SEP) -
	Owner and custodian signatures required.
☐	KEOGH - Owner and custodian signatures required.
☐	Other - ________________________________
	Owner and custodian signatures required.
Custodian Information (To be completed by custodian.)

Name of Custodian:

Mailing Address:

City:

State:           Zip Code:

Custodian Tax ID #:

Custodian Account #:

Custodian Phone #:

3. Investor Eligibility Certifications

(i)	I understand that to purchase Units, I must either be an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), OR, I must limit my investment in the Units to a maximum of 10% of my net worth or annual income, whichever is greater, if I am a natural person; or
(ii)	10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year, if I am a non-natural person.

I understand that if I am a natural person I should determine my net worth for purposes of these representations by calculating the difference between my total assets and total liabilities. I understand this calculation must exclude the value of my primary residence and may exclude any indebtedness secured by my primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Units.

INITIALS _____	I hereby represent and warrant that I meet the qualifications to purchase Units because I am one of the following: a natural person, and the Subscription Price for the Units I am purchasing in the Offering does not exceed 10% of my net worth or annual income, whichever is greater;
_____	a non-natural person, and the Subscription Price for the Units I am purchasing in the Offering does not exceed 10% of my revenues or net assets, whichever is greater, for my most recently completed fiscal year; or
_____	an accredited investor.

4. I understand that the Company reserves the right to, in its sole discretion, accept or reject this subscription, in whole or in part, for any reason whatsoever, and to the extent not accepted, unused funds transmitted herewith shall be returned to the undersigned in full, with no interest accrued thereon.

5. I have received the Circular .

6. I accept the terms of the Certificate of Registration of The Chosen, LLC (included as an exhibit to the Offering Statement on Form 1-A of which the Circular is a part, as the same may be amended (the “Offering Statement”)).

7. I am purchasing the Units for my own account.

8. I hereby represent and warrant that I am not, and am not acting as an agent, representative, intermediary or nominee for any person identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury. In addition, I have complied with all applicable U.S. laws, regulations, directives, and executive orders relating to anti-money laundering including but not limited to the following laws: (1) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; and (2) Executive Order 13224 (Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) of September 23, 2001.

9. Operating Agreement. I accept the terms and conditions of the Amended and Restated Operating Agreement of the Company attached as Exhibit 2(b) to the Offering Statement, as the same may be amended (the “Operating Agreement”) as a condition to the purchase made hereunder, and my signature to this Subscription Agreement also constitutes my signature and agreement to the Operating Agreement.

10.If I am not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), I represent that I have satisfied myself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Units. My subscription and payment for and continued beneficial ownership of the Units will not violate any applicable securities or other laws of my jurisdiction.

11. The representations, warranties and covenants made by me in this Agreement shall survive my investment in the Company and the closing of the Offering. 12. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, so they can store and access it at any time, and it will be stored and accessible on with the company appointed service provider that is licensed and regulated to safeguard shareholder records. You and the Company each hereby consents and agrees that electronically signing this Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third party verification is necessary to validate any electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. You agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement you consent to be legally bound by this Subscription Agreement's terms and conditions. Furthermore, you and the Company each hereby agrees that all current and future notices, confirmations and other communications regarding this Subscription Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Subscription Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

Your Consent is Hereby Given: By signing this Subscription Agreement electronically, you are explicitly agreeing to receive documents electronically including your copy of this signed Subscription Agreement as well as ongoing disclosures, communications and notices.

By making the foregoing representations you have not waived any right of action you may have under federal or state securities law. Any such waiver would be unenforceable. The company will assert your representations as a defense in any subsequent litigation where such assertion would be relevant. This subscription agreement and all rights hereunder shall be governed by, and interpreted in accordance with, the laws of the State of Utah without giving effect to the principles of conflict of laws.

SIGNATURES:

THE UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON REGISTERED ABOVE.

Executed this __ day of _______, 20__.

PLEASE TYPE YOUR NAME TO SIGN

______________________________

Signature (Investor or authorized signatory)

Dated: __________, 20___

______________________________ 

Joint Signature (Investor, or authorized signatory)

Dated: ___________, 20___

SUBSCRIPTION ACCEPTED

THE CHOSEN, LLC,

a Utah limited liability company

By: _____________________________ (signature may be typed)

Its: _____________________________

Date: ___________________________

EX1A-6 MAT CTRCT

Exhibit 6(a)

MEMBERSHIP INTERESTASSIGNMENT AGREEMENT

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.

RECITALS

A.

Assignor is the owner and holder of 49% of the membership interest in The Chosen, LLC, a Utah limited liability company (the "Company") (together with any and all claims, title, interests, entitlements, capital account balances, distributions and other rights related to such membership interest, the “Membership Interest”).

B.

Assignor desires to assign, and Assignee desires to accept from Assignor, all of Assignor's right, title and interest to the Membership Interest in (the "Acquired Interest").

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

ARTICLE 1. PURCHASE OF INTEREST; CONSIDERATION

1.1Assignment of Acquired Interest; Purchase Price; Payment Methodology. In accordance with the Recitals set forth above, which Recitals are incorporated into this Agreement and made a part thereof, Assignor hereby assigns, and Assignee agrees to accept, the Acquired Interest on the terms and conditions set forth herein. As consideration for the sale, Assignee will issue to Assignor a 49% membership interest in the Assignee (the “Consideration”). The Consideration shall be issued as of the date Agreement and upon the execution of a counterpart signature page to operating agreement of the Assignee by Assignor. Upon delivery of such counterpart signature page, the operating agreement of the Assignee shall be amended as of such date to reflect the issuance of the Consideration

ARTICLE 2. REPRESENTATIONS AND WARRANTIES

2.1           Assignor's Representations and Warranties. As a material inducement to Assignee to execute this Agreement and consummate the transactions contemplated hereby Assignor represents and warrants to Assignee with respect to the Acquired Interest and Company that:

(a)           Assignor is the owner and holder of 49% of the membership interests in Company. The Acquired Interest is free and clear of any encumbrances, including, but not limited to, any and all security interests, pledges, liens, charges, charging orders, claims, purchase options or other encumbrances or restrictions of any kind, including, without limitation, any restriction on the use, transfer, receipt of income or other exercise of any attribute of ownership, and is otherwise subject only to restrictions on transfer imposed under applicable U.S. federal and state securities Laws and the operating agreement of the Company (the “Company Agreement”). Based on Assignor’s knowledge and belief, the Acquired Interest has been duly and validly issued. Except as contemplated by this Agreement or the Company Agreement, there exists no agreement, arrangement or obligation (actual or contingent) to issue, transfer, redeem, repay or repurchase the Acquired Interest or any portion thereof.

(b)           The Acquired Interest represents the entirety of the membership interest in the Company held by the Assignor.

(c)           Other than as provided in the Company Agreement, there are no options, warrants, stock appreciation rights, pre-emptive rights, subscriptions, contribution rights, convertible securities, or other rights or other agreements or commitments of any character whatsoever which are an obligation of Assignor to issue, transfer or sell any securities exercisable for, or otherwise evidencing a right to acquire, any interests of any kind in Company (except the rights of Assignee under this Agreement).

(d)           Assignor is acquiring the Consideration for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. Assignor understands that the Consideration has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

2.2           Assignee's Representations and Warranties. As a material inducement to Assignor to execute this Agreement and consummate the transactions contemplated hereby, Assignee represents and warrants to Assignor that:

(a)           All action on the part of Assignee has been taken or will be taken prior to the closing. This Agreement constitutes a legally binding and valid obligation of Assignee enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)           The execution and delivery of this Agreement by Assignee and the performance by Assignee of its obligations pursuant hereto will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (x) any provision of Assignee’s operating agreement; (y) any provision of any judgment, decree or order to which Assignee is a party or by which it or its property or assets are bound; or (z) any laws applicable to Assignee or its property or assets.

(c)           The execution and delivery of this Agreement by Assignee and the performance by Assignee of its obligations pursuant hereto will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice, any material contract or agreement to which Assignee is a party.

(d)           The execution, delivery and performance by Assignee of this Agreement does not require the consent, approval, notice, clearance, waiver, order or authorization of any person, entity, or governmental or similar authority that has not been obtained or given.

(e)           Assignee is acquiring the Acquired Interest for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act")) thereof. Assignee understands that the Acquired Interest has not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

ARTICLE 3. MISCELLANEOUS

3.1           Parties Bound. No party may assign this Agreement without the prior written consent of the other party, and any such prohibited assignment shall be void. This Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors, permitted assigns, heirs, and devises of the parties.

3.2           Governing Law. This Agreement shall, in all respects, be governed and enforced in accordance with the laws of the State of Utah.

3.3           No Third-Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights, privileges, claims, actions, or remedies to any Person as a third-party beneficiary, decree, or otherwise.

3.4           Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by either party on or prior to the Effective Date, each party agrees to perform, execute and deliver, but without any obligation to incur any additional liability or expense, on or after the closing any further deliveries and assurances as may be reasonably necessary to consummate the transactions contemplated hereby or to further perfect the conveyance, transfer and assignment of the Acquired Interest to Assignee.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the Effective Date.

ASSIGNOR:

/s/ Dallas JenkinsName: Dallas Jenkins

ASSIGNEE:

The Chosen Productions, LLC

By: /s/ Derral Eves

Derral Eves, Manager

[Signature Page to, LLC Membership Interest Assignment Agreement]

EX1A-6 MAT CTRCT

 Exhibit 6(b)

EX1A-6 MAT CTRCT

  Exhibit 6(c)

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.

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.

IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the date first above written.

The Chosen, LLC

Signature: /s/ Derral Eves                                                        

Date:        02/15/2018      

Printed Name: Derral Eves

Title: Manager

VidAngel, Inc.

Signature: /s/ Neal Harmon                                                      

Date:        02/15/2018      

Printed Name: Neal Harmon

Title: CEO

________________________

EX1A-6 MAT CTRCT

Exhibit (6)(d)

FIRST AMENDMENT TO CONSULTING & COORDINATION AGREEMENT

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”).

W I T N E S S E T H:

WHEREAS, Company and VidAngel entered into a Consulting & Coordination Agreement dated February 15, 2018 (hereinafter referred to as the “Contract”), pursuant to VidAngel agreed to provide certain services to Company in connection with its Offering (as defined in the Contract); and

WHEREAS, the parties have agreed to make certain modifications to the Contract as a consequence thereof.

NOW, THEREFORE, in consideration of the mutual covenants contained therein, and other good and valuable consideration, the parties hereto agree as follows:

1.Company and VidAngel hereby agree that the second paragraph under the caption “Advisory Services” is hereby deleted in its entirety and replaced with the following:

“As compensation for our Advisory Services, Company will pay VidAngel a fee of $600,000 when Company’s cash flow is sufficient to allow payment but not later than the closing Company’s Regulation A offering for at least $8,000,000 in aggregate gross proceeds.”

2.Company and VidAngel hereby agree that the words “minimum amount” in the third line of the second paragraph under the caption “Coordination Services” are hereby deleted and replaced with: “$8,000,000 in aggregate gross proceeds.”

3.All defined terms not expressly defined in this First Amendment shall have the same meaning as contained in the Contract. All terms and conditions of the Contract not expressly amended by this First Amendment shall remain in full force and effect. In the event of a conflict between the terms and conditions of the Contract and this First Amendment, the terms and conditions of this First Amendment shall supersede and prevail.

4.This First Amendment may be executed in counterparts, including via facsimile or electronic mail copy, each of which shall be deemed an executed original.

SIGNATURES TO APPEAR ON THE FOLLOWING PAGE

1

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.

COMPANY

The Chosen, LLC,

a Utah limited liability company

By: /s/ Derral Eves

Name: Derral Eves

Its: Manager

VIDANGEL:

VidAngel, Inc.,

a Delaware corporation

By: /s/ Neal Harmon

Name: Neal Harmon

Title: Chief Executive Officer

2

EX1A-6 MAT CTRCT

Exhibit (6)(e)

EX1A-6 MAT CTRCT

Exhibit (6)(f)

EX1A-6 MAT CTRCT

  Exhibit 6(g)

EX1A-6 MAT CTRCT

Exhibit (6)(h)

EX1A-6 MAT CTRCT

Exhibit (6)(i)

EX1A-6 MAT CTRCT

Exhibit (6)(j)

EX1A-6 MAT CTRCT

Exhibit 6(k)

EXCLUSIVE VIDEO-ON-DEMAND AND SUBSCRIPTION VIDEO-ON-DEMAND

LICENSE AGREEMENT

The Chosen, LLC

Address

As of February 9, 2018

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.”

RECITALS

WHEREAS, Licensor is the owner of all rights in the Licensed Materials as defined below, including the right to license the exploitation of the work or series of works titled “The Chosen” (the “Content”), as provided herein;

WHEREAS, Licensee desires to obtain a license to exploit the Licensed Materials worldwide as explained below; and

WHEREAS, Licensor desires to grant the license to Licensee.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, and good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, each intending to be legally bound hereby, do promise and agree as follows:

ARTICLE 1

Definitions

1.1             “Affiliate” means any Entity, now or hereafter existing, that directly or indirectly owns, is owned by, or is under common control with, a Party to this Agreement.

1.2             “Compensation” means Licensor’s share of Net Profits from the exploitation of VOD and SVOD content as set forth in paragraph 3.1.1, together with any Angel Bonus earned by Licensor as set forth in paragraph 3.1.2.

1.3             “Consumer” means any person who purchases the right by rental or purchase to have the Content transmitted to him or her for viewing.

1.4             “Derivative Works” means new works created by Licensee from the Content the sole purpose of which is to be used for the promotion and marketing of the Content as licensed to Licensee hereunder.

1.5             “Entity” means a corporation, association, partnership, business trust, joint venture, limited liability company, proprietorship, unincorporated association, or other form that has or can exercise independent legal standing.

1.6             “Gross Receipts” means all revenues, including tips, received from the exploitation of VOD and SVOD content that Licensee is licensed to exploit (including the Licensed Materials) as set forth in paragraph 3.1.1. The Gross Receipts do not include revenues derived from content owned by Licensee.

1.7             “Intellectual Property Rights” means any and all tangible and intangible: (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) rights in the nature of unfair competition rights and rights to sue in passing off, (f) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (g) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

1.8             “Licensed Materials” means the Content, including all component parts thereof owned, controlled, and/or licensed by Licensor, all Intellectual Property Rights therein and related thereto, and all Deliverables.

1.9             “Nation” and ”Nationwide” mean the United States, its territories and possessions, and all places under its jurisdiction.

1.10             “Net Profits” means the Gross Receipts less 25 percent (applied to marketing) less Licensee’s VOD- and SVOD-related costs and expenses (including, without limitation, third-party processing fees and payment processing fees; fees charged by credit card issuers; fees charged by third-party apps and services, including, without limitation and by way of example, iTunes, Amazon, and Roku; returns; refunds; penalties; permits; licenses; and taxes).

1.11             “Release Date” means a date mutually agreed by Licensee and Licensor for commencing the exploitation of the Licensed Materials. Licensee and Licensor anticipate that the Release Date will occur in conjunction with the 2018 Thanksgiving holiday, if reasonably practicable, or in conjunction with the 2019 Easter holiday.

1.12             “Subscription-Video-On-Demand” (“SVOD”) means, without limitation, the exploitation of the Content, with or without VidAngel tipping included, as part of a subscription service (including ad-supported or as part of basic programming) for private viewing in any venue (including, without limitation, residences, and hotels) delivered by any transmission means that allows each viewer to initiate a transmission at any time.

1.13             “Video-on-Demand” (“VOD”) means, without limitation, the exploitation of the Content, with or without VidAngel tipping included, as part of an a-la-carte service (including ad-supported or as part of basic programming) for private viewing in any venue (including, without limitation, residences, and hotels) delivered by any transmission means that allows each viewer to initiate a transmission at any time.

ARTICLE 2

License

2.1Grant of License.

2.1.1     Scope and Rights. Subject to the terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee (i) a Nationwide exclusive, sublicensable license to transmit, reproduce, distribute, publicly perform, display, create Derivative Works and otherwise exploit each season’s episodes of the Licensed Materials, including the Content, through any and all media now known or hereafter devised for one year following delivery to Licensee; (ii) a worldwide exclusive, sublicensable license to transmit, reproduce, distribute, publicly perform, display, create works derivative of and otherwise exploit each season’s episodes of the Licensed Materials, including the Content, through all forms of VOD with tipping; (iii) a Nationwide nonexclusive, sublicensable license to transmit, reproduce, distribute, publicly perform, display, create works derivative of and otherwise exploit each season’s episodes of the Licensed Materials, including the Content, through all forms of VOD without tipping; (iv) an exclusive Nationwide, perpetual and non-terminable, sublicensable license to transmit, reproduce, distribute, publicly perform, display, create works derivative of and otherwise exploit the Licensed Materials, including the Content, through any and all forms of SVOD without tipping; (v) a right of first refusal to obtain foreign or worldwide rights as described in subsections (i), (iii), and (iv) of this section 2.1.1, both initially and, with respect to any such rights that are licensed by Licensee, whenever such rights are offered for renewal (for clarity, if such rights are licensed to third party distributors, Licensee shall not have the right of refusal for any renewals of such foreign rights); and (vi) a worldwide non-exclusive, sublicensable license to transmit, reproduce, distribute, publicly perform, display, create works derivative of and otherwise exploit the Licensed Materials, including the Content, through any and all forms of VOD without tipping (the “License”) during the License Term. The rights granted herein shall include the right:

2.1.1.1                       To use the title or titles by which the Content is or may be known or identified;

2.1.1.2                       To employ any platform or app used by Licensee to distribute, publicly perform, display, or otherwise transmit content, including without limitation the Content, via VOD or SVOD using, by way of example and not limitation, Roku apps, Amazon Fire TV, Play Station, Apple TV, iTunes, and Licensee’s own website;

2.1.1.3                       To use and perform all music, lyrics and musical compositions contained in the Content and/or recorded in the soundtrack thereof related to the distribution, exhibition, advertising, marketing, publicizing, and exploiting of the Content. The foregoing notwithstanding, the foregoing rights are only with respect to use of the music in context only as contained in the Content and not in connection with any other programming or as standalone soundtrack releases;

2.1.1.4                       To dub (subject to review and approval from the Licensor) and or subtitle the Licensed Materials, including the Content, in any language;

2.1.1.5                       To close caption the Licensed Materials, including the Content, in English, Spanish, Portuguese, Chinese, French, German, and any other language for which Licensee transmits or will transmit;

2.1.1.6                       In connection with the Licensed Materials, to use Licensor’s name, logos, and/or trademarks for promotional purposes;

2.1.1.7                       Subject to review and approval from the Licensor (not to be unreasonably withheld), to cut, edit, re-edit, reconfigure, shorten, lengthen, and time-compress the Licensed Materials, including the Content, subject only to any union or guild requirements that Licensor provides in writing to Licensee; provided that Licensor hereby consents to any direct or indirect filtering for content of the Licensed Materials; and

2.1.1.8                       To publicize, advertise and exploit the Licensed Materials, including the Content, worldwide consistent with the Scope of Rights of the Grant of License during the License Term, including without limitation, (i) to publish and to license and authorize others to publish in any language synopses, summaries, and stories of and excerpts from the Licensed Materials, including the Content, in newspapers, magazines, the Internet, and any other periodicals and in all other forms of advertising and publicity whatsoever not exceeding 7,500 words in length taken from the original material; (ii) broadcast by radio and television and to license and authorize others to so broadcast, in any language, or any parts or portions of the Licensed Materials, including the Content, not exceeding five (5) minutes in length; (iii) use, license and authorize others to use the name, physical likeness and voice (and any simulation or reproduction of any thereof) of any party rendering services in connection with the Content, and (iv) to use, license and authorize others to use any cover artwork and still images from the Content.

2.2             Term of License. The License shall become effective on the Release Date, and, except as to the perpetual grant of SVOD license rights but subject to the six-month checkpoint set forth in section 3.5, shall continue for three years (the “License Term”). The License Term shall automatically renew for one-year increments thereafter unless either party delivers to the other written notice of its intention to terminate this Agreement not less than sixty (60) days prior to the expiration of the initial License Term or subsequent renewal period.

2.3             Deliverables. Licensor shall provide Licensee with a master copy of each of the Licensed Materials in accordance with the deliverable requirements of Exhibit A, including all applicable promotional materials, artwork and photographs, technical elements, metadata, advertising or product-offer tags and other related materials reasonably requested by Licensee (the “Deliverables”). Licensor shall deliver the Deliverables at least thirty (30) days prior to the Release Date. Licensee shall work in good faith with Licensor to complete the technical evaluation report and to determine whether any deliverable requirement of Exhibit A is unnecessary for the full exercise of Licensee’s rights hereunder.

2.4             Right of First Refusal. Licensee shall have a worldwide right of first refusal during the License Term with respect to all other licensing rights of any nature or kind, now known or hereafter devised.

2.5             Reservation of Rights. All rights not expressly granted by Licensor pursuant to this Agreement are reserved to Licensor. The Parties expressly and specifically agree that the Licensor shall retain the underlying copyright and ownership thereof in the Licensed Materials, and any derivative works.

ARTICLE 3

Consideration and Accounting

3.1  Apportionment of Revenues. Licensor shall be compensated for the use of the Licensed Materials, including the Content, as follows.

3.1.1   VOD- and SVOD-Based Compensation. Twenty-five percent (25%) of all revenues, including tips, received from the exploitation of VOD and SVOD content (including the Licensed Materials) shall be applied to marketing Licensee’s products and services, including the Licensed Materials. Licensee’s VOD- and SVOD-related costs and expenses (including, without limitation, third-party processing fees and payment processing fees; fees charged by credit card issuers; fees charged by third-party apps and services, including, without limitation and by way of example, iTunes, Amazon, and Roku; returns; refunds; penalties; permits; licenses; and taxes) will be offset against the remaining seventy-five percent (75%) of VOD and SVOD content revenues. The remaining portion of all revenues received from the exploitation of VOD and SVOD content will constitute the “Net Profit.” Licensor will be paid a guaranteed minimum of 40 percent of the Net Profit attributable to the Licensed Materials, based on the number of hours of Licensed Content viewed by Licensee’s customers during the applicable quarter of the calendar or tax year calculated as a percentage of the total number of hours of all VOD and SVOD content watched by Licensee’s customers during that quarter.

3.1.2     Angel Bonus. In addition to guaranteed licensing payments of 40 percent of the Net Profits, Licensor will be eligible to receive an uncapped Angel Bonus in an amount determined by three factors: “Goodness,” “Loyalty,” and “Word of Mouth.” The bonus, if earned, will be based on a proprietary Licensee algorithm. “Uncapped” means that the Licensor may receive an Angel Bonus that can in some instances be a multiple of the guaranteed licensing payment of 40 percent of the net profits.

3.1.2.1  Goodness.The Goodness factor is intended to benefit licensors who provide clean (not requiring filtering) or relatively clean (requiring little filtering) content as determined by a proprietary algorithm developed by Licensee. Whether and in what amount any Goodness contributes to the Angel Bonus shall be within the Licensee's sole discretion.

3.1.2.2 Word of Mouth. The Word of Mouth factor is to reward content owners whose content contributes significantly to Licensee’s ability to attract new paying customers. Whether and in what amount any Word of Mouth contributes to the Angel Bonus shall be within Licensee’s sole discretion. A high Goodness score will have an amplifying effect on the Word of Mouth factor's contribution to the Angel Bonus.

3.1.2.3 Loyalty. The purpose of the Loyalty factor is to reward content owners whose content contributes significantly to Licensee's ability to retain new customers, existing customers and reactivate old customers. Whether and in what amount any Loyalty score contributes to the Angel Bonus shall be within Licensee's sole discretion. A high Goodness score will also have an amplifying effect on the Loyalty factor's contribution to the Angel Bonus.

3.2             Angel Bonus Pool. Licensee will, at a minimum, regularly commit a dollar amount equivalent to 20 percent of Net Profits to the Angel Bonus pool. Those funds will be used for the sole purpose of rewarding licensors for the performance of their licensed content across the Goodness, Word of Mouth, and Loyalty factors.

3.3             Accounting and Payment. Licensee shall keep books and records showing its Gross Receipts, Net Profits, Angel Bonus calculations, and Angel Bonus Pool contributions. Licensee will pay Licensor Licensor’s Compensation as per sections 3.1.1 and 3.1.2 with payments and statements due 45 days after the expiration of the applicable quarter. During the Term, the applicable accounting periods shall coincide with the following fiscal quarters: January through March, April through June, July through September, and October through December. Following the initial term, the applicable accounting periods shall be annual, due in December. Licensee will account to Licensor in customary industry manner—which accounting shall include a summary of distribution activities, costs, and revenues. Notwithstanding the foregoing, no accounting shall be rendered for any period in which no receipts are received, and no distribution activities occur.

3.4             Dashboard. Licensee will provide a dashboard accessible to Licensor that will report on a daily basis the number of persons who subscribe to Licensee’s service for the purpose of watching the Content.

3.5             Checkpoint. Beginning six months after Licensee makes the Content available to the public and monthly thereafter, Licensee will provide Licensor with data sufficient to show what percentage of the persons who view the Content as part of a free trial thereafter subscribe to Licensee’s services. If under 50 percent of such persons remain subscribers of Licensee’s services after six months, Licensor will be permitted to shorten the one-year exclusivity period set forth in section 2.2 to six months.

3.6             Inspection of Records. Licensor may, at Licensor’s expense, but not more than once annually, audit those books and records of Licensee that pertain to the calculation of Licensor’s Compensation. Said audit shall be conducted by a certified public accountant selected by Licensor, subject to Licensee’s approval, during regular business hours, upon 30 days’ notice, in a manner that does not interfere with Licensee’s normal business activities. The auditor shall simultaneously provide a complete written copy of the audit results to Licensee and Licensor. If said audit uncovers an underpayment to Licensor, Licensee shall pay the underpayment within 60 days following receipt by Licensee of the audit results if Licensee agrees that the audit results are correct.

3.7             Exclusivity Period. Licensee will not initiate any other crowd-funding or testing-the-waters campaign for a minimum of two weeks after Licensor begins accepting investments under a qualified Regulation A+ offering.

ARTICLE 4

Representations, Warranties, and Covenants

4.1             Representations, Warranties, and Covenants of Licensor. Licensor hereby represents, warrants, and covenants each of the following:

4.1.1                       Licensor’s Right and Authority to Enter into License Agreement. Licensor has the right and authority to enter into this Agreement, to grant the rights granted hereunder, and to fully perform all its obligations hereunder; Licensor either owns all rights in the Licensed Materials or controls the exhibition and distribution rights thereto; and no other third-party payments, approvals and/or licenses are necessary for Licensee’s full use of the Licensed Materials according to the terms of this Agreement.

4.1.2                       Licensor’s Control of Licensed Materials. The entirety of the Licensed Materials and all performances of musical compositions contained in the Licensed Materials are owned or licensed by Licensor for use in and in connection with the Licensed Materials for the entire License Term, so that no payment of any kind shall be required by Licensee of any kind for their exploitation other than the License Fee; and in particular, no residuals, royalties, reuse fees, mechanical rights fees, or any other fees or costs of any kind shall be required for using any performance or composition contained in the Licensed Materials as contemplated herein.

4.1.3                       Licensor’s Control or Ownership of Exploitation Rights. With respect to the Licensed Materials, the non-dramatic public performance rights necessary for exhibition and exploitation of the Licensed Materials hereunder are owned by or licensed to Licensor and no additional clearance of, or payment with respect to, such rights of Licensee is required for use of the Licensed Materials.

4.1.4                       Licensor’s Payment of Production Costs. All costs of production of the Licensed Materials, including, without limitation, all compensation, laboratory costs, license fees, and royalties will be paid in full prior to delivery to Licensee of the Licensed Materials, except for any deferred costs, which shall be payable by Licensor.

4.1.5                       Clear Title. There is no action, suit, or proceeding relating to the Licensed Materials pending, or, to the knowledge of Licensor, threatened, before any court, administrative or governmental body which might materially affect Licensee’s rights hereunder.

4.1.6                       Chain of Title. There are no defects in the chain-of-title to the Licensed Materials or any other literary, musical, or dramatic material upon which the Licensed Materials are based which would adversely affect any of Licensee’s rights.

4.1.7                       Consent to Use Name, Image, and Likeness. All persons who furnish services or grant rights in the Licensed Materials shall before the Effective Date have authorized pursuant to binding agreements with Licensor, which are hereby licensed to Licensee, the use of their names, likenesses, and biographical data in the advertising and promotion of the Licensed Materials in such manner as Licensee shall determine in its sole discretion.

4.1.8                       Unencumbered Rights. Licensor’s grant of rights is now and shall during the entire License Term (and any extension thereof) be clear, exclusive, unencumbered, and free of any charges or claims, security interests or mortgages.

4.1.9                       Copyright Ownership. The copyright in the Content and the literary, dramatic, and musical material upon which it is based, or which is contained in the Content will be valid and subsisting during the License Term throughout the Territory, and no part of the Content is in the public domain.

4.1.10                       Non-Infringement. To the best of Licensor’s knowledge, the Licensed Materials (including the plot, characters, title, action, dialogue, music, design, or the content thereof) shall not, nor shall the exploitation of the License by Licensee, violate or infringe any rights, including without limitation Intellectual Property Rights, of any kind or nature of any person, company, or entity.

4.2             Representations, Warranties, and Covenants of Licensee. Licensee hereby represents and warrants to Licensor that it has the right and authority to enter into this Agreement and to fully perform all its obligations hereunder. Licensee further represents and warrants that any subsequent limitation to, or failure to provide Licensor with further assurances of, Licensee’s ability to fully perform all its obligations hereunder throughout the term of this Agreement shall constitute a material breach and shall give Licensor the right to immediately terminate this Agreement by written notice to Licensee, notwithstanding the provisions of Article 7.1.

ARTICLE 5

Indemnification

5.1            Indemnification by Licensor. Licensor at all times shall defend, indemnify, and hold harmless Licensee and its Affiliates, and its and their employees, agents, successors, and assigns, from and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, arising out of, or caused by any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunder.

5.2            Indemnification by Licensee. Licensee at all times shall defend, indemnify, and hold harmless Licensor and its Affiliates, and its and their employees, agents, successors, and assigns, from and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, arising out of or caused by any breach of any of the representations, warranties, covenants, undertakings and agreements made by Licensee hereunder.

ARTICLE 6

Confidentiality

6.1             Confidentiality. Each Party, on behalf of itself and its Affiliates, agrees not to disclose the terms or conditions of this Agreement to any third party without the prior consent of the other party. These confidentiality obligations are subject to the following exception: disclosure is permissible if required by the government, court order, or subpoena, if required by law or if required to enforce rights under this Agreement; provided the Party required to disclose first gives the other Party sufficient prior notice to enable the non-disclosing Party to seek a protective order, and reasonable steps are taken to maintain the confidentiality of this Agreement.

ARTICLE 7

Termination

7.1             Termination. If either Party breaches any material provision of this Agreement, the non-breaching Party may terminate the Agreement upon thirty (30) days’ written notice to the breaching Party provided that during the thirty (30) day period, the breaching Party fails to cure such breach. Articles 4, 5, 6 and 7 shall survive any termination of this Agreement, whether by expiration of the License Term, operation of law, or earlier termination under this Section 7.1.

7.2             Post-Termination Rights. Upon the expiration or termination of this Agreement, Licensor may require that Licensee return to Licensor, at no cost to Licensor, all Licensed Materials.

ARTICLE 8

Miscellaneous

8.1             Integration and Amendments. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements (whether written or oral, whether express or implied) between the Parties relating to the Licensed Materials. This Agreement shall not be modified or amended except in writing signed by the Parties and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith.

8.2             Insurance. Licensor agrees, at its expense, to maintain in force, throughout the License Term, an errors and omissions insurance policy with Licensee named as an additional insured. The policy shall provide coverage limits of at least one million dollars ($1,000,000.00) per occurrence and one million dollars ($1,000,000.00) in the aggregate. This policy shall provide that the insurer will give Licensee at least thirty (30) days’ prior written notice of any cancellation or amendment of the policy.

8.3             Advertising Materials. Licensor hereby grants to Licensee a limited, non-exclusive, non-transferrable, royalty-free license to use Licensor’s name and logo in Licensee’s marketing materials, and Licensor agrees that Licensee may indicate in such materials that the parties have entered into a license agreement pertaining to the Content. Licensor may terminate Licensee’s right to use its name and logo, in whole or in part, by providing written notice to Licensee if Licensee’s usage of Licensor’s name and logo does not adhere to Licensor’s then-current written policies provided to Licensee regarding the use of Licensor’s name and logo.

8.4             Liquidated Damages. Licensor acknowledges that the disclosure of the Dashboard Data described in section 3.4 or the Checkpoint Data described in section 3.5 to others might well result in competitive harm to Licensee and cause significant economic injury to it in a substantial amount that cannot now be calculated. Accordingly, the Parties agree that Licensor will be liable Licensee for liquidated damages of $50,000 as compensation for the economic injury Licensee will as the result of an unauthorized disclosure of such data and not as a penalty.

8.5             Governing Law/Jurisdiction. The interpretation, construction, validity, performance, and enforcement of this Agreement shall be governed in accordance with the laws of the State of Utah, in the United States, as if performed wholly within Utah and without giving effect to the principles of conflicts of law. The exclusive jurisdiction and venue of any action regarding this Agreement shall be the courts of the State of Utah for the County of Salt Lake, or the United States District Court for the Central Division of Utah in the United States, and each of the Parties submits itself to the exclusive jurisdiction and venue of those courts.

8.6             Mediation. In the event of a dispute between the Parties, prior to commencing any litigation the Parties agree to enter into good faith non-binding mediation with a mediator mutually selected by the parties. The mediation will follow the Utah Rules of Civil Procedure and the Utah Rules of Evidence to the extent applicable. Such mediation shall take place in Salt Lake City, Utah. Each party shall pay its own costs of the mediation and the cost of the mediator shall be divided equally between the parties.

8.7             Force Majeure. Notwithstanding anything herein to the contrary, neither party shall be liable to the other in damages or otherwise owing to any failure to perform hereunder caused by fire; earthquake; flood; epidemic; accident; explosion; casualty; strike; lockout; labor action; riot; civil disobedience; act of a public enemy; embargo; war; declared disaster; act of God or force majeure; application of municipal, state or federal ordinance or law; act of a legally constituted executive authority, whether municipal, state of federal; or the issuance of any executive order. In no event, however, shall inclement weather be deemed or constitute an event of force majeure for any purpose of this Agreement.

8.8             Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the Parties and their Affiliates, successors, and assigns. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies hereunder on any person other than the Licensee or the Licensor, their respective Affiliates, and their respective successors and permitted assigns. No assignment of this Agreement or any of a Party’s rights and obligations hereunder shall be binding on either of the Parties without the written consent of the other.

8.9             Waiver. No waiver by either Party of any default hereunder shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. A waiver shall only be valid if in writing.

8.10           Severability. If any provision of this Agreement, or the application of such provision to any person or party, in general or the circumstances, is determined to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, that invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, and this Agreement will remain in full force and effect and be legally effective as if that illegal, invalid, or unenforceable provision were not a part of this Agreement.

8.11             Notices. All notices or consents shall be in writing and will be deemed effective upon (a) personal delivery; (b) receipt of facsimile, with confirmation of delivery; or (c) receipt, if sent by overnight express or mailed by certified or registered mail, return receipt requested, postage prepaid, and addressed to the following:

For Licensor:

Attn: Derral Eves

The Chosen, LLC

4 S 2600 W, Ste 5

Hurricane, UT 84737

Fax: ___________

Copy to:

Burgee & Abramoff

20501 Ventura Blvd. #262

Woodland Hills, CA 91364

Fax: 818-264-7576

For Licensee:

Neal Harmon

VidAngel, Inc.

295 W. Center Street,

Provo, UT 84601

Fax: 732-377-0388

8.11             Relationship of Parties. Nothing in this Agreement shall be construed to create among the Parties a partnership, joint venture, or principal and agent relationship, or to impose upon either Party any obligation for any loss, debt, or other obligation incurred by the other Party except as expressly set forth herein.

8.12             Section Headings. The headings of sections contained in this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Subscription Video-on-Demand With Tipping License Agreement on the day and year first written above.

LICENSOR:                                 

LICENSEE:

The Chosen, LLC VidAngel, Inc.

By: /s/ Derral E. Eves______________                

By: /s/ Neal Harmon______________

Name: Derral E. Eves______________                            

Name: Neal Harmon_____________

Title: Manager___________________                           

Title: Chief Executive Officer______

EXHIBIT A

Licensor’s Deliverables

PART I

Deliverable Materials

I.            

HD File Based Master of:

a.            

________________

i.

ii.

iii.

PART II

Promotional Materials

●Key Art as found within quantities Licensor has on hand.

●Music and Effects Tracks

EX1A-12 OPN CNSL

Exhibit 12.1

May 16, 2018

The Chosen, LLC

4 S 2600 W, Suite 5

Hurricane, UT 84737

Re: The Chosen, LLC

Offering Statement on Form 1-A (File No. 024-10814)

Ladies and Gentlemen:

We refer to the Offering Statement on Form 1-A (File No. 024-10814) (as amended, the “Offering Statement”) filed by The Chosen, LLC, a Utah limited liability company (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering Statement relates to the offering of Class A preferred units (the “Units”), of the Company. The Units are to be sold solely by the Company.

This opinion letter is being delivered in accordance with the requirements of Item 17(12) of Form 1-A under the Securities Act.

In rendering the opinions expressed below, we have acted as counsel for the Company and have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of (i) the Offering Statement, (ii) the Certificate of Organization of the Company, as amended, filed with the Division of Corporations and Commercial Code of the State of Utah, filed as Exhibit 2(a) to the Offering Statement, (iii) the Operating Agreement of the Company, as amended, filed as Exhibit 2(b) to the Offering Statement, (iv) the preliminary offering circular contained within the Offering Statement, (v) the form of Subscription Agreement, filed as Exhibit 4 to the Offering Statement, and (vi) such other documents and records of the Company, certificates of public officials and representatives of the Company, resolutions and other documents and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination.

Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Units, when issued and sold as contemplated in the Offering Statement, and upon payment and delivery thereafter in accordance with the terms of the Subscription Agreement, will be legally issued, fully paid and non-assessable.

This opinion is limited to the application of the Utah Revised Uniform Limited Liability Company Act. We express no opinion as to matters relating to securities or blue sky laws of any jurisdiction or any rules or regulations thereunder.

We hereby consent to the filing of this opinion letter as an exhibit to the Offering Statement and further consent to any reference to this Firm therein in reference to this opinion.

/s/ Freeman Lovell, PLLC

EX1A-13 TST WTRS

 Exhibit 13

The Chosen, LLC Web Page Solicitation of Interest

The solicitation of interest located at thechosen.tv is filed as Exhibit 13 to this Offering Statement.