Disclaimer

Fourth Man Films, LLC Disclaimer & Disclosure

Federal and State Notices

THERE IS NO PUBLIC MARKET FOR THESE UNITS AND, BECAUSE THERE ARE EXPECTED TO BE ONLY A LIMITED NUMBER OF INVESTORS AND SINCE CERTAIN RESTRICTIONS RELATING TO INVESTOR SUITABILITY AND IMPOSED BY THE OPERATING AGREEMENT EXIST AS TO THE TRANSFERABILITY OF UNITS, NO ASSURANCES CAN BE GIVEN THAT SUCH A MARKET WILL DEVELOP. THE UNITS MAY NOT BE RESOLD WITHOUT REGISTRATION OR QUALIFICATION UNLESS AN EXEMPTION IS AVAILABLE WITH THE APPROPRIATE GOVERNMENTAL SECURITIES AGENCIES. IN ADDITION, SUCH UNITS WILL NOT BE TRANSFERABLE EXCEPT UNDER CERTAIN LIMITED CONDITIONS SET FORTH IN THE OPERATING AGREEMENT. CONSEQUENTLY, UNITS SHOULD ONLY BE CONSIDERED FOR PURCHASE AS LONG-TERM INVESTMENTS (SEE “REQUIRED NOTICES – RISK FACTORS” AND THE “OPERATING AGREEMENT”).

THIS LLC IS IN A HIGH RISK BUSINESS, AND INVESTORS WHO CANNOT AFFORD A HIGH RISK INVESTMENT, WHICH MAY BE LOST IN ITS ENTIRETY, ARE ADVISED AGAINST AN INVESTMENT IN THE LLC.

THE OBLIGATIONS AND REPRESENTATIONS OF THE PARTIES TO THIS TRANSACTION WILL BE AND ARE SET FORTH ONLY IN THIS OFFERING MEMORANDUM, THE OPERATING AGREEMENT ATTACHED HERETO, AND THE SUBSCRIPTION AGREEMENT REQUIRED TO BE SIGNED BY EACH INVESTOR/MEMBER. THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM HAS BEEN OBTAINED FROM SOURCES DEEMED RELIABLE BY THE MANAGER AND WHERE APPROPRIATE SUCH SOURCES HAVE BEEN CITED.

THE IRS MAY, AS TO CERTAIN MATTERS DISCUSSED IN THIS OFFERING MEMORANDUM, INTERPRET INCOME TAX STATUTES AND REGULATIONS IN A MANNER DETRIMENTAL TO THE LLC AND ONE OR MORE OF ITS MEMBERS. SHOULD THIS HAPPEN, A MEMBER'S INCOME TAX RETURN MAY BE AUTOMATICALLY ADJUSTED BY THE IRS, MAY HAVE TO LITIGATE THE MATTER AT CONSIDERABLE EXPENSE OR MAY HAVE TO SUBMIT TO AN AUDIT OF SUCH MEMBER'S INDIVIDUAL INCOME TAX RETURN THAT MIGHT CAUSE OTHER TAX CONSEQUENCES NOT ASSOCIATED WITH THE LLC.

THE CONTENTS OF THIS OFFERING MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT SUCH INVESTOR'S OWN ATTORNEY, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. ALL FINAL DECISIONS REGARDING SALES OF UNITS WILL BE MADE BY THE MANAGER WHO RESERVES THE RIGHT TO REVOKE THE OFFER AND TO REFUSE TO SELL TO ANY PROSPECTIVE INVESTOR, IF, AMONG OTHER THINGS, THE PROSPECTIVE INVESTOR DOES NOT MEET THE SUITABILITY STANDARDS HEREINAFTER SET FORTH (SEE “REQUIRED NOTICES – SUITABILITY STANDARDS”)

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING OF THESE UNITS EXCEPT FOR THIS OFFERING MEMORANDUM AND THE STATEMENTS CONTAINED IN IT. NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING MEMORANDUM AND SUPPLEMENTAL LITERATURE REFERRED TO HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE LLC OR THE MANAGER. NO PERSONS, EXCEPT THE MANAGER OR ITS AGENTS HAVE BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR TO GIVE ANY INFORMATION, WITH RESPECT TO THE OFFERING OF THE UNITS OR THE PROPOSED OPERATIONS OF THIS LLC, EXCEPT THE INFORMATION CONTAINED IN THIS OFFERING MEMORANDUM. NEITHER THE DELIVERY OF THIS OFFERING MEMORANDUM NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF.

ANY DISTRIBUTION OR REPRODUCTION OF THIS OFFERING MEMORANDUM, IN WHOLE OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, IS UNAUTHORIZED. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY STATE OR COUNTRY OR TO ANY PERSON IN WHICH OR TO WHOM SUCH AN OFFER OR SOLICITATION WOULD NOT BE PERMITTED BY LAW.

Blue Sky (Multi-State) Notice:

These securities are being sold in reliance upon the SEC’s Regulation D, Rule 506, Section 4(2) of the 1933 Securities Act, and the National Securities Market Improvement Act (NSMIA). No securities regulatory authorities have passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF ANY STATE OR COUNTRY, AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER SUCH ACTS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE AND TRANSFERABILITY OF SUCH SECURITIES ARE RESTRICTED. THE OFFERING INVOLVES A HIGH DEGREE OF RISK, CONFLICTS OF INTEREST AND THE PAYMENT OF FEES TO THE LLC MANAGER AND AFFILIATES (see “RISK FACTORS”, “CONFLICTS OF INTEREST” AND “MANAGER AND AFFILIATE COMPENSATION”).

Foreign Jurisdictional Legend:

FOR PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NOR ENTITIES OF THE UNITED STATES: THESE SECURITIES HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND , INSOFAR AS SUCH SECURITIES ARE OFFERED AND SOLD TO PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NOR ENTITIES OF THE UNITED STATES, THEY MAY NOT BE TRANSFERRED OR RESOLD DIRECTLY OR INDIRECTLY IN THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS, RESIDENTS OR ENTITIES NORMALLY RESIDENT THEREIN (OR TO ANY PERSON ACTING FOR THE ACCOUNT OF ANY SUCH NATIONAL, CITIZEN, ENTITY OR RESIDENT). FURTHER RESTRICTIONS ON TRANSFER WILL BE IMPOSED TO PREVENT SUCH SECURITIES FROM BEING HELD BY UNITED STATES PERSONS.