LLC OPERATING AGREEMENT

ICONIQ CRICKETERS LLC OPERATING AGREEMENT

This Operating Agreement (“Agreement”) is made on this day of , 2023, by and between:

Party 1:

Name: Albert Othello Glenn

Company: Oart Entertainment

Address: [Your Address]

State: New York (“Company” or “Albert Othello Glenn”)

 

Party 2:

Name: PS23

Company Name: PS23

Address: Kroegberg 3, B-3000, Leuven, Belgium

Company ID: BE:0479.947.684 (“Investor 1”)

 

Party 3:

Name: [Investor 2]

Company: [Investor 2 Company]

Address: [Investor 2 Address] (“Investor 2”)

 

Collectively referred to as the “Parties” and individually referred to as a “Party.”

 

RECITALS

WHEREAS, Albert Othello Glenn, hereinafter referred to as “Albert Glenn,” is a talented creator and owner of the intellectual property rights for the “Iconiq Cricketers” docu-series (the “Series”);

WHEREAS, Albert Glenn wishes to form a limited liability company and engage in the production and distribution of the Series;

WHEREAS, PS23, a company incorporated under the laws of Belgium, desires to invest in the Series and provide financing to Iconiq Cricketers LLC, hereinafter referred to as the “Company,” an entity formed under the laws of the State of New York;

WHEREAS, Investor 2, hereinafter referred to as the “Investor 2,” desires to invest in the Series and provide financing to the Company;

WHEREAS, the Parties acknowledge that the success of the Series requires financial resources and expertise in the entertainment industry;

WHEREAS, the Parties wish to establish their rights, obligations, and responsibilities as members of the Company and outline the terms and conditions governing their investment and participation in the Series;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

  1. Formation of the Company:
    • The Company, Iconiq Cricketers LLC, is formed under the laws of the State of New York.
    • The Company’s principal place of business shall be [Company Address].
    • The Company shall engage in the production and distribution of the “Iconiq Cricketers” docu-series.
  2. Capital Contributions:
    • Albert Glenn shall contribute the intellectual property rights for the Series as his capital contribution to the Company.
    • PS23 shall provide an investment of $50,000 to the Company.
    • Investor 2 shall provide an investment of [amount]$ to the Company.
  3. Ownership and Membership Interests:
    • Albert Othello Glenn shall own 100% of the membership interest in the Company.
  4. Allocation of Profits and Losses:
    • Profits and losses of the Company shall be allocated to Albert Othello Glenn.
    • Any distributions of profits shall be made in accordance with the provisions of Section 6.
  5. Term and Termination:
    • This Agreement shall commence on the effective date and shall continue for a term of one (1) year unless terminated earlier by mutual agreement.
    • Termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior to the termination.
  6. Distribution of Funds:
    • Once the pilot of the Series is sold to a network and generates revenue, the funds shall be distributed as follows:
      • First, the investors shall receive their principal investment amounts in full.
      • After the return of the principal investment, the investors shall receive a return on investment (ROI) of 15% on their respective investments.
      • Any remaining profits shall be allocated to Albert Othello Glenn.
  1. Management and Decision-Making:
    • The management and control of the Company shall be vested in Albert Glenn as the manager.
    • The manager shall have the authority to make day-to-day decisions regarding the production and distribution of the Series.
    • Major financial and creative decisions, including but not limited to budget approvals, marketing strategies, and distribution agreements, shall require the approval of the investors.
  2. Reporting and Financial Statements:
    • The Company shall provide regular financial statements to the investors, including income statements, balance sheets, and cash flow statements, on a quarterly basis.
    • The financial statements shall be prepared in accordance with generally accepted accounting principles (GAAP).
  3. Governing Law and Dispute Resolution:
    • This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
    • Any disputes arising under or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association.
  4. Confidentiality:
    • The Parties acknowledge and agree that all information disclosed between them during the course of their business relationship shall be treated as confidential and shall not be disclosed to third parties without the prior written consent of the disclosing Party.
  5. Independent Contractors:
    • The relationship between the Parties established by this Agreement is that of independent contractors, and nothing contained herein shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Parties.
  6. Entire Agreement:
    • This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and understandings, whether written or oral, relating to the subject matter hereof.

IN WITNESS WHEREOF, the Parties have executed this Operating Agreement as of the date first above written.

Party 1:

Albert Othello Glenn

(Signature)

Date:

 

Party 2:

PS23

(Signature)

Date:

 

Party 3:

Investor 2

(Signature)

Date:

 

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