This AGREEMENT (the “Agreement”), is entered between (“Buyer”) and New Life Cine, LLC (“NLC”).

WHEREAS, NLC is a company which assists buyers in finding sellers (“Seller”) of cinema/broadcast equipment (the “Equipment”); and WHEREAS, Purchaser desires to retain the services of NLC to assist with the purchase of certain Equipment, upon the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the adequacy and sufficiency of which is hereby acknowledged, Purchaser and NLC agree as follows:

• Term. This Agreement shall begin on the date a deposit is sent to NLC; (b) termination of this Agreement upon distribution of the escrow amount, as defined below, to the seller.

• Services. NLC shall use its commercially reasonable efforts and adequate business time and attention to: identify entities and individuals interested in selling the Equipment; share images and information regarding the Equipment to Purchaser; collect and hold in escrow the deposit and final payment from Purchaser; manage the shipment and delivery of the Equipment; manage the service evaluation; and transfer the sales proceeds to Seller (collectively, the “Services”.)

• Timeline. Upon written receipt from Purchaser that Purchaser desires to purchase the Equipment: •Purchaser shall deposit 10% of the purchase price (the “Deposit”) into an escrow account (defined below) identified by NLC.

• Immediately upon NLC receiving the Deposit, NLC shall provide Purchaser with confirmation of the Deposit.

• Seller will then hand deliver or ship and insure the Equipment at Seller’s expense to an NLC approved service provider (“Service Provider”) for the Equipment to be evaluated and a service report to be generated. The cost of the evaluation and service report will be paid by Purchaser in advance out of the deposit amount. The service report will be provided to both Seller and Purchaser via email at the email address indicated below in this Agreement for Notices to be sent.

• If after reviewing the service report, Purchaser elects to proceed with the purchase, NLC will require that Purchaser pay the remaining sales price amount (the “Final Payment”) into the escrow account.

• If the service report reflects that the Equipment is in the condition as represented by Seller, and Equipment is functioning properly (camera may be deemed completely functional and still contain cosmetic wear and tear expected for used equipment), but Purchaser elects not to purchase the Equipment, the Deposit will be forfeit in full and not refunded to Purchaser. Out of the deposit funds, NLC at it’s own discretion may pay a ‘kill fee’ to the seller, retain funds as partial commission for services provided or return a portion of the deposit, minus the cost to ship the Equipment back to Seller with insurance or other fees to the Purchaser. Purchaser will not be refunded the cost of the service evaluation and report.

• If the service report reflects that the Equipment is NOT in the condition as represented by Seller, NLC will attempt to negotiate a new sales price to the satisfaction of both Seller and Purchaser. If an agreement is reached, NLC will require that Purchaser pay the Final Payment into the escrow account. If no agreement can be reached, NLC will refund the Deposit to Purchaser. Purchaser will not be refunded the cost of the service evaluation and report, but Purchaser will not be obligated to pay the cost of shipping the Equipment to Seller; Seller shall bear the cost to ensure the return of its Equipment.

• If Purchaser elects to proceed with the purchase, once the Final Payment is received, Purchaser may either pick up the Equipment from the Service Provider or NLC will arrange shipment of the Equipment to Purchaser at Purchaser’s expense. If the Equipment is shipped to Purchaser, either blanket insurance or third party shipping insurance will be required, which insurance shall include a tracking method, and which insurance may be declined if Purchaser signs a waiver of liability. Purchaser will then have 48 hours after receipt of the Equipment within which to inspect the Equipment (the “Inspection Period”) and send, in writing to NLC, either an acceptance of the Equipment or any objections to the Equipment. Allowable objections to the Equipment shall be based only upon misrepresentations by Seller, missing inventory. Under no circumstances may Purchaser use the Equipment in a professional manner or otherwise for any gain or profit during the Inspection Period. If the Equipment has been used in such a manner during the Inspection Period, Purchaser shall automatically be deemed to have accepted the Equipment in its then condition and the sale will be considered final.

• If an acceptance is received by NLC during the 48 hour Inspection Period, or if no objection is received at the end of the 48 hour Inspection Period, whichever occurs first, the sale will be considered final and payment of the sales price, minus a commission to be retained by NLC, will be transferred by NLC to Seller. NLC does not collect sales tax on the Equipment sold. However, please note that some Sellers may collect sales tax on the Equipment, depending on the state to which the Equipment is delivered. Any such sales tax imposed will be disclosed in the pricing. If seller is not required to collect tax in the delivery state, it does not guarantee the state Purchaser resides in will not attempt to collect sales or use tax at a later date. If there is not a line item for tax on the invoice, Purchaser assumes they are expected to disclose purchase to the state of residency and are responsible for paying any and all tax levied by the state or country of residence.

• If an objection is received by NLC during the 48 hour Inspection Period, NLC shall provide the objection to Seller and seek clarification of the objection raised by Purchaser. Seller will then have four (4) days after receipt of the objection to agree or disagree with Purchaser’s objection.

• If Seller is in agreement with Purchaser’s objection, Seller will promptly notify NLC and NLC shall attempt to negotiate a new sales price. If a new sales price is agreed to by Seller and Purchaser, NLC will refund to Purchaser the difference between the original sales price and the new sales price, and adjust the Final Payment to Seller accordingly.

• If, on the other hand, Seller disagrees with Purchaser’s objection, NLC shall attempt to seek clarification from both Seller and Purchaser, and, at NLC’s sole discretion, NLC shall either arrange for a second evaluation from a different Service Provider, or, alternatively, send the Equipment back to the original Service Provider to confirm the condition of the Equipment and to confirm that the Equipment is in the same condition as when it was first received by the original Service Provider. Cost for shipping the Equipment to the original or to a different Service Provider, insurance, and a second evaluation will be paid by Purchaser. If an agreement is reached at this point, the sale will be considered final and NLC will refund to Purchaser the difference between the original sales price and the new sales price, if any, and adjust the Final Payment to Seller accordingly. If no agreement can be reached at this point, the Equipment will be returned to Seller. Once received by Seller and confirmed to be in the same condition as when shipped by Seller, Purchaser will be refunded the Deposit and Final Payment, minus the cost for the evaluation(s), insurance, and shipping.

• Shipping and Insurance. Seller is obligated to maintain insurance on the Equipment until such time as the Equipment is picked up by the Purchaser, or shipped to the Purchaser, from the Service Provider. If any damage to the Equipment occurs during this part of the shipping process or while in the possession of the Service Provider, Purchaser may elect either a refund of the Deposit, acceptance of the Equipment in its then current condition, or negotiation of the sales price relative to the damage to the Equipment, subject to the terms above.

• All shipping which is the responsibility of the Purchaser shall be paid for and insured by Purchaser by either a blanket policy or third-party shipping insurance. Purchaser is also obligated to maintain insurance on the Equipment itself, beginning when the Equipment is picked up by Purchaser or shipped to Purchaser from the Service Provider and until such time as either the sale is considered final or the Equipment is returned to Seller. If any damage to the Equipment occurs during this part of the shipping process, the sale will be considered final, Seller shall be entitled to the full sales price, and Purchaser agrees for NLC to release the full sales price to Seller from the Escrow Account. Purchaser may file an insurance claim related to any damage or loss. Purchaser expressly and voluntarily assumes the risk of any loss, liability, or declination of coverage in the event that the Equipment is not properly insured by Purchaser as required herein.

• Representations of Equipment and Objection to Equipment. Any and all representations and descriptions of the Equipment, including but not limited to, the Equipment’s condition, physical characteristics, age, identifying information, ownership, title, manufacture warranty duration and the like, are provided by Seller, not by NLC. Purchaser shall be allowed to object to the Equipment during the Inspection Period only for reasons related to materially inaccurate or misleading information provided by Seller regarding the characteristics or condition of the Equipment or missing inventory. NLC will reasonably check serial numbers on the Equipment and will not be liable for facilitating the sale of any Equipment later discovered to be stolen, counterfeit, or not as described and represented by Seller. Used Equipment may show signs of cosmetic wear that do not affect the performance of the Equipment and cannot be a reason for rejecting the Equipment. The provisions of this section shall survive the termination of this Agreement. Purchaser will indemnify and defend NLC against, and hold NLC harmless from, any and all claims, actions, demands, losses, damages, expenses (including reasonable attorneys’ fees and expenses) and liabilities that may be imposed upon NLC in the performance of its duties under this Agreement, including, but not limited to, any claims, actions, demands, losses, damages, expenses, and liabilities related to alleged misrepresentations by Seller as to the Equipment, its ownership, its condition, its characteristics, and the like. Any warranty noted by seller must be confirmed by the seller during the 48 hr period. The manufactures warranty may or may not be expired. There is no guarantee the manufacturer will transfer the warranty to a new owner. The provisions of this section shall survive the termination of this Agreement.

• Escrow. NLC and Purchaser hereby appoint NLC to serve as the escrow agent for the purchase price of the Equipment (the “Escrow Amount”) pursuant to the terms hereof. During the term of the escrow created hereby, NLC shall maintain the Escrow Amount in a non-interest bearing bank account (the “Escrow Account”.) Upon NLC’s receipt of acceptance of the Equipment by Purchaser, or at the end of the Inspection Period if no objection has been made by Purchaser, and upon payment of the Final Payment by Purchaser, NLC shall promptly provide for the release of the Escrow Amount to Seller, minus the agreed upon commission to be retained by NLC, as well as any other deductions for expenses as described in other sections of this Agreement. Any distribution from the Escrow Account to Seller in accordance with this section will be paid by wire transfer of immediately available funds to an account or accounts designated by Seller (net of any wire transfer fees actually paid by NLC.) At any time NLC is uncertain as to what action should be taken hereunder with respect to the Escrow Amount, including instances wherein Purchaser shall object to the Equipment, NLC shall first make a reasonable effort to seek clarification from Seller and Purchaser. In the event NLC is not satisfied in its discretion as to what action shall be taken with respect to the Escrow Amount, NLC may, in its sole and absolute discretion, interplead that portion of the Escrow Amount it then holds with any court of competent jurisdiction, minus the agreed upon commission to be retained by NLC, and name Seller and Purchaser as parties in such interpleader action. Upon filing the interpleader action, NLC shall be relieved of all liability as to the Escrow Amount and shall be entitled to recover from Seller and Purchaser its reasonable attorneys’ fees and other costs incurred in commencing and maintaining such action. In no event shall the institution of such interpleader action impair the rights of NLC described elsewhere in this Agreement. Purchaser further agrees to pursue any redress or recourse in connection with such a dispute without making NLC a party to same. Purchaser will indemnify and defend NLC against, and hold NLC harmless from, any and all claims, actions, demands, losses, damages, expenses (including reasonable attorneys’ fees and expenses) and liabilities that may be imposed upon NLC in the performance of its duties hereunder as escrow agent, but excluding any such claims, actions, demands, losses, damages, expenses and liabilities directly resulting from or primarily arising out of the willful misconduct or gross negligence by NLC or any of its agents. The provisions of this section shall survive the termination of this Agreement.

• Ownership of Equipment; Warranties. NLC is not the owner of the Equipment. Purchaser is purchasing the Equipment from Seller. Therefore, any and all warranties to be provided by Seller covering the Equipment will be provided in favor of Purchaser, not NLC. Any further agreements documenting the purchase of the Equipment, such as a Bill of Sale, as well as any and all warranties covering the Equipment, will be provided by Seller in favor of Purchaser. Buyer is responsible for confirming warranty transfer to a new owner with manufacturer during inspection period. All such warranties and documents as noted above will either be sent by Seller directly to Purchaser or sent by Seller to NLC, who will in turn deliver same to Purchaser as a courtesy to Seller; NLC assumes no responsibility or liability for the execution, or transmitting, of same to Purchaser.

These Terms and Agreement shall be governed by, construed, interpreted and enforced in accordance with the laws of the State of Texas. Exclusive venue for adjudicating or arbitrating any and all disputes arising out of this Agreement shall be in Harris County, Texas.

This Agreement constitutes the entire agreement among the parties hereto with respect to the transactions contemplated and supersedes all prior agreements, understandings, letter of intent and negotiations, both written and oral, among the parties with respect thereto.

Neither party hereto shall assign this Agreement without first obtaining the written consent of the other party.

Should any part of this Agreement for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated.