Legal Notice, Risk Disclosure, Indemnification, and Investor Representation Agreement

OFFERING – LEGAL NOTICE, RISK DISCLOSURE,  INDEMNIFICATION, AND INVESTOR REPRESENTATIONS AGREEMENT
Story Oasis Fund, LLC
1332 Hermosa Avenue, Suite 14
Hermosa Beach, California 90254

1. SECURITIES LAW NOTICE

This document relates to (the “Offering”) of membership interests (the “Interests”) in Story Oasis Fund, LLC (the “Company”).

The Interests:

  • Have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws

  • Are offered pursuant to exemptions, including, but not limited to, Regulation D (Rule 506(b) or 506(c))

  • May not be sold, transferred, or otherwise disposed of absent registration or an applicable exemption

This document is confidential and may not be reproduced or distributed without prior written consent of the Company.

2. SPECULATIVE INVESTMENT AND TOTAL LOSS RISK

Investment in the Company is highly speculative, illiquid, and involves a high degree of risk, including the possible complete loss of capital.

No assurance can be given that:

  • Any project will be completed

  • Any revenue will be generated

  • Any distributions will be made

3. DETAILED FILM, MEDIA, AND ENTERTAINMENT RISKS

3.1 Development and Greenlight Risk

Projects may fail to obtain financing, talent attachments, or approvals necessary to proceed.

3.2 Production and Completion Risk

Risks include:

  • Budget overruns

  • Delays or shutdowns

  • Loss of key cast/crew

  • Force majeure events

Completion bonds, if obtained, may not fully protect investors.

3.3 Guild and Union Risks

The Company’s projects may be subject to agreements with guilds, including:

  • SAG-AFTRA

  • WGA

  • DGA

  • IATSE

Risks include:

  • Strikes or labor disruptions

  • Increased costs due to union requirements

  • Residual and pension obligations

3.4 Distribution and Market Acceptance Risk

  • No guarantee of theatrical, streaming, or broadcast distribution

  • Competitive marketplace with oversupply of content

  • Platform algorithm changes affecting visibility

3.5 Revenue Waterfall and Recoupment Risk

Film/media revenues are typically distributed pursuant to complex “waterfall” structures, which may include:

  1. Distribution fees and expenses

  2. Sales agent commissions

  3. Marketing and P&A recoupment

  4. Debt repayment (if any)

  5. Preferred investor return (if applicable)

  6. Profit participation to producers, talent, and other stakeholders

Investors may receive little or no return despite project success.

3.6 Intellectual Property and Chain-of-Title Risk

  • Defects in chain-of-title

  • Copyright or trademark disputes

  • Licensing restrictions

  • Errors & Omissions insurance limitations

3.7 Piracy and Unauthorized Exploitation

Unauthorized distribution may significantly impair revenues.

4. SPORTS AND ATHLETE-RELATED RISKS

4.1 Athlete Performance and Career Volatility

  • Performance unpredictability

  • Career longevity risk

4.2 Injury and Health Risk

Injuries may permanently impair earning potential.

4.3 NIL (Name, Image, Likeness) Risks

  • Regulatory changes in NIL frameworks

  • Contract enforceability challenges

  • Conflicts with institutional or league rules

4.4 League and Governing Body Risk

  • Rule changes

  • Eligibility restrictions

  • Disciplinary actions

4.5 Reputation and Conduct Risk

Negative publicity may reduce commercial value.

4.6 Media Rights and Revenue Volatility

  • Changing broadcast/streaming economics

  • Contract renegotiations

4.7 Event Disruption Risk

  • Cancellations due to pandemics, labor disputes, or force majeure

5. FUND STRUCTURE AND CONFLICTS OF INTEREST

  • The Company may allocate opportunities among affiliated entities

  • Managers may have conflicts of interest

  • No obligation to present all opportunities to the Company

  • Affiliates may receive fees, compensation, or participation

6. ILLIQUIDITY AND TRANSFER RESTRICTIONS

  • No public market exists for Interests

  • Transfers are restricted

  • Investors must be prepared for long-term holding periods

7. TAX RISKS

  • Partnership tax treatment is complex

  • Investors may incur taxable income without cash distributions

  • Changes in tax law may adversely affect returns

Investors should consult their own tax advisors.

8. INVESTOR SUITABILITY AND REG D REPRESENTATIONS

Each Investor represents that they:

  • Are an “accredited investor” as defined under Regulation D, or meet applicable suitability standards

  • Have sufficient financial sophistication

  • Can bear a complete loss

  • Are acquiring Interests for investment purposes only

  • Are not relying on general solicitation unless permitted under Rule 506(c)

9. LIMITATION OF LIABILITY

To the fullest extent permitted by law, the Company and its managers, members, officers, employees, advisors, and affiliates (collectively, the “Covered Parties”) shall not be liable for:

  • Investment losses

  • Failure of any project or venture

  • Acts or omissions of third parties

  • Market, industry, or regulatory changes

No Covered Party shall be liable for indirect, incidental, consequential, special, or punitive damages.

Carve-Out: Nothing herein shall limit liability for:

  • Fraud

  • Willful misconduct

  • Gross negligence

  • Any liability that cannot be waived under applicable law

10. BROAD FORM INDEMNIFICATION

The Investor agrees to indemnify, defend, and hold harmless the Covered Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including attorneys’ fees) arising out of or relating to:

  • The Investor’s breach of any representation, warranty, or covenant

  • Any false information provided by the Investor

  • Any violation of securities laws by the Investor

  • Any third-party claims arising from the Investor’s actions

This obligation:

  • Applies to the fullest extent permitted by law

  • Includes known and unknown claims

  • Survives withdrawal, dissolution, or termination

11. NO FIDUCIARY DUTY (MAXIMUM EXTENT PERMITTED BY LAW)

The Company and Covered Parties shall not owe fiduciary duties to Investors except as required by non-waivable law.

Investors acknowledge:

  • Conflicts of interest may exist

  • The Company may act in its own interests or those of affiliates

12. FORWARD-LOOKING STATEMENTS

All projections are speculative and based on assumptions that may not materialize.
Actual results may differ materially.

13. NO LEGAL, TAX, OR INVESTMENT ADVICE

The Company does not provide personalized advice.
Investors must rely on their own advisors.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by the laws of the State of California.
Venue shall lie exclusively in Los Angeles County, California.

15. ACKNOWLEDGMENT AND EXECUTION

By executing below, the Investor acknowledges that they:

  • Have received, read, and understood this document

  • Understand the high-risk, speculative nature of the investment

  • Accept all risks, including total loss

  • Agree to all indemnification and limitation provisions

EXHIBIT A – ILLUSTRATIVE FILM REVENUE WATERFALL (SIMPLIFIED)

  1. Gross Receipts

  2. Less: Distribution Fees (10–35%)

  3. Less: Distribution Expenses / P&A

  4. Net Receipts

  5. Debt Repayment (if applicable)

  6. Investor Recoupment is a favorable 75%-25% of returns, until the investment is paid back, plus a 20% profit.

  7. Profit Split (e.g., 50/50 after the investors achieve their initial funds back, plus a 20% profit. or as defined in operating agreement)

EXHIBIT B – INVESTOR QUESTIONNAIRE (SUMMARY)

  • Accredited Investor Status

  • Income / Net Worth Certification

  • Investment Experience

  • Risk Acknowledgment

  • Source of Funds Certification

  • Anti-Money Laundering (AML) Compliance

EXHIBIT C – ADDITIONAL SPORTS/NIL CONSIDERATIONS

  • NIL contract enforceability varies by jurisdiction

  • Collegiate and professional rules may conflict

  • Revenue-sharing arrangements may be restricted

  • Ongoing legal developments may materially affect outcomes