Freedom 2K Films

SILK

FREEDOM 2K FILMSINVESTMENT PACKAGE

SILK

Directedby

Benjamin Shearn

Producedby

Amanda Brown

I.SILK Overview (6-8)

II.Production/Distribution/Marketing (10-14)

III.Freedom 2K Films Overview (16-17)

IV.Investment Specifics (19-20)

This investment package contains the following…

A Freedom 2K FilmsProduction

Confidential Private Placement Memorandum

FREEDOM 2K FILMS, LLC

Number of Units Offered Hereby: 100Price per Unit: $1,000Minimum Aggregate Subscription:$1,000Maximum Aggregate Subscription:$100,000

Freedom 2K Films (the “Company”)is a Los Angeles company created forthe purpose of development andproduction of commercial motionpictures.

The Company is offering (“Offering”)for sale to individuals (the“Investors”) a maximum of 100 shares(hereafter referred to as “Units”).Each Unit will be offered at a price of$1,000. This offering is subject tonegotiation dependant upon thetiming and specific investmentsituation.

However, the first Unit issued at oneparticular price shall remain the priceof the remaining units thereafter.

The Units are being offered by theCompany on a ʻbest effortsʼ basis. Allsubscription payments will bedeposited into a capitol accountestablished by the CEOs of theCompany. All checks shall be madepayable to: Freedom 2K Films.

After at least one (1) Unit (the“Minimum Subscription”) aresubscribed for, a closing may be heldas soon as practicable thereafter andthe funds held in the Capitol accountwill be released to the Company.Subsequent closings may be held afteradditional subscriptions are received,up to the Maximum Subscription andat the same price as the first Unit sold.

THE OFFERING INVOLVES ASUBSTANTIAL DEGREE OF RISK.THE DATE OF THIS CONFIDENTIALPRIVATE PLACEMENTMEMORANDUM IS January 11th,2013.

Executive SummarySimply put, films are too expensive.They cost exorbitant amounts toproduce, market, and distribute, whichhas given rise to the commonplaceattitude that “itʼs impossible to get afilm made these days.” There arenumerous reasons for this: 1) The costof shooting on film formats increasesyearly. 2) In the digital age, theexplosion of online marketingopportunities has multiplied theexpenses necessary to adequatelypromote a film. 3) Due to marketplacerealities and competition, the fees andcommissions demanded by abovethe-line principals (producers,executives, directors, actors etc.)continue to balloon.

Freedom 2K Films MissionStatementThe purpose of Freedom 2K Films is tocreate original, visually engaging filmswhich explore the lives of singularcharacters leading unique existences.Further, our films strive to representsub-cultural points-of-view too oftenoverlooked by mainstream cinema, bethey feminist, marginalized gender orsexuality identities, or under-exposedpolitical and sociological perspectives.

Together, these factors have driven up thecost of making films such that mostproductions require subsidization bycorporate entities. However, with theadvent of HD technology, professional-grade cinematic imagery can now beproduced quite affordably, allowing films toenjoy profit margins previouslyunimaginable. For instance, the mostprofitable film of all time isnʼt Star Wars orAvatar – itʼs Paranormal Activity, whichwas shot for $13,500 and earned anastounding 420,000% return for itsinvestors.

Microfilmmaking is the business model ofthe 21st century.

It is the goal of Freedom 2K Films tomaintain artistic and executive control –and create significant returns for investors– by KEEPING PRODUCTION COSTSDOWN. The company will utilize personalrelationships amongst its principals to workbudget-consciously with professionalactors, producers, and technicians, andfurther reduce risk by maximizing taxcredits, promotional subsidies, foreign pre-sales, and collaborating with financialpartners when appropriate.

Freedom 2K Films is not in the Blockbusterbusiness; itʼs in the Return On Investmentbusiness.

“The great hope is that...some little girl in Ohio is

going to be the new Mozart andmake a beautiful film… and the

so-called ʻprofessionalismʼabout movies will be

destroyed… and it will reallybecome an art form.”

-Francis Ford Coppola onMicrofilmmaking

PIC

SILK: The Film

The DocumentaryIn June, 2012 four core acts from the label – L.A. Vampires, Ital,Magic Touch and Maria Minerva – embarked on a lengthy grouptour through the UK, Europe, and beyond.

100% Silkʼs in-house videographer Benjamin Shearn chronicledthe performances, cultural environments, and global scene ofthe many cities through which the trip travels, ranging fromBerlin to Brussels to Paris to London to Moscow, Madrid, andmore.

But SILK isnʼt just a tour documentary. In addition to intimatetour and performance footage, this film will weave in FULLCHOREOGRAPHED DANCE SEQUENCES.

It is our ambition to create a cinematic study of the many waysin which music can be expressed, discussed, and experienced.As the label 100% Silk continues to challenge definitions ofdance music, this film will do the same for documentaryfilmmaking.

Visit Vimeo.com/BenjaminShearn/SilkDocType in the password: “silkdoc”And get a taste of what was captured in Europe.

The LabelFounded by Amanda Brown, 100% Silk is a burgeoningIndependent record label and tastemaker in the evolving andexpansive world of underground dance music.

With strange synchronicity, the last half-decade has seen asteady but subtle rise in sideways and forward-thinkingapproaches to the aesthetic of dance music. 100% Silk is at theforefront of this extraordinary cultural shift.

“…the 100% Silk aesthetic is closer to that ofFactory Records, the legendary Manchester labelthat turned a lifestyle… into a business venture.”

-LA Weekly

“…responsible for some of the planetʼs mostexciting underground music.”

-FACT Mag

“100% Silk could probably lay claim to being the hippestdance label in the world right now.”

-The Guardian

“…their bonafides have earned them tastemaker status…”-The Fader

Creative Principals of SILK

Amanda BrownProducer

For the last eight years, Brown has been the co- owner and art director of Not Not Fun Records, and the owner of 100% Silk, influential independentlabels that have spearheaded a number ofunderground musical movements. In May2011, Not Not Fun was the cover story of theprestigious London based music magazine,The Wire (issue #327). Brown has beenfeatured in L.A. Weekly, Pitchfork, Vogue,i-D, Tank, Spin and The Guardian. In additionto her curatorial work on the labels, Brownperforms as L.A. Vampires which has beenwidely covered in print and on theblogosphere.

Benjamin ShearnDirector/Editor

Benjamin Shearn is the in-housevideographer for Not Not Fun Recordsand 100% Silk. You can check out hiswork at Vimeo.com/BenjaminShearn.

His first film is the documentaryshort Tim O. which won a Telly, GoldHermes and Crackleʼs Editorʼs ChoiceAward. Fans rallied behind Shearnʼs initialefforts to fund SILK donating over $5,000on IndieGogo. In addition to filmmaking,Shearn has developed a number ofscreenplays with production companiessuch as Nine Yards Entertainment.

Mecca Vazie AndrewsChoreographer

Mecca Vazie Andrew's film and stage creditsinclude Bedtime Stories for Disney, RENT,Grammy's with David LaChapelle, MTVMovie Awards, Hysterica Dance Company,Sony Industrials, VH1's ShowgirlBootcamp, City Opera and AmericanApparel.Los AngelesTimes, RollingStone Magazineand PaperMagazineare some ofthe publicationsthat havefeaturedMecca and herchoreography.

Take a look at the moves and collaborationsof Mecca at MeccaVazieAndrews.Tumblr.com.

The Artists Featured in SILK

L.A. Vampires

“These factors, combinedwith a perfectionist air and aseemingly natural edge, is

what has led to somestriking releases of greatintrigue, in addition to a

distinctive set ofcollaborations since theinstigation of [AmandaBrownʼs] L.A. Vampires

moniker.”-Tiny Mix Tapes

Magic Touch

“Willfully weird and allaround adventurous arejust a few things you can

say about Damon Palermoʼsmusic, better known as

Magic Touch.”-Magnetic Magazine

Ital

“[Daniel Martin-McCormick,aka Ital] subverts the

expectations and structuresof house music. By

reining in his more abstractimpulses, [Ital] has deliveredas messy and thoughtful a

take on house as we'relikely to hear this year.”

-Pitchfork

Maria Minerva

“Most alluring, however, isthe postmodern siren call ofMinerva herself. Indeed, she

makes for an iconoclasticclub diva. Her singing

evokes the alienated soul ofNico, but as if it were filteredthrough a primitive software

program.”-Interview Magazine

LocationsSILK is, in many ways, an extension of the music videocollaboration between Benjamin Shearn and 100% Silk.which has established a number of free locations aroundLos Angeles including art galleries; Synchronicity, HumanResources and Public Fiction amongst others. Locationrentals are usually a significant percentage of anyproduction budget. For SILK, the location budget is expectedto be less than 5% overall. This means most of theproduction budget will go toward achieving the best, mostcinematic visuals possible.Choreographer Mecca Andrews alsoteaches dance at the EdgePerforming Arts Center and canprovide both free rehearsal space,and a number of staging areas fordance sequences.

SILK has one essential componentthat very few films and even lessdocumentaries have going for them:The support and vast resources ofan established and respected record label. The worlds ofmusic and film often overlap, and since SILK is a definiteʻmusic documentary,ʼ many of 100% Silkʼs collaborators are,by osmosis, the filmʼs collaborators. People like Brian Foote,a music producer and professional sound mixer; BobbyHoulihan, a graphic artist who works for Nickelodeon; andJillian Cainghug, a professional stylist. Also, the cost ofmusic supervision and procurement (usually as much as15% of a filmʼs budget) is virtually non existent.All this, due to:

Utilizing The Label

Equipment & CrewThe documentary footage for SILK was shot on thePanasonic HPX 250, an industry-grade HD camera. Shearnand the label have developed a fluid working relationshipwith cinematographer P.J. Gaynard and his rentalcompany, GoatMilkFudge Productions. To complete SILK anumber of dance sequences still must be shot. While thisinvolves lighting and camera equipment, absolutely nosound will be recorded which cuts technical fees in half. Shearnʼs music video experience

along with Gaynardʼs proven professionalism is a tight, low- cost two man crew that will satisfy any and all technical demands of the shoot.

In filmmaking there are unavoidable costs, more often than not on the technical end. SILK has a number of factors already in placethat relieve the heavy financial burden of most productionschedules. 60% of the film is already shot and paid for. Asuccessful IndieGogo fundraising effort brought in over $5,000;which enabled Shearn to travel to Europe with 100% Silk andcapture over 50 hours of tour and performance footage, artistinterviews, various off-the-grid locations and global dancefans. Moving ahead with the staged dance component of thefilm requires minimal scheduling, rehearsal and shooting - lessthan three months total which allows the production, asalways, to:

Keep Costs Down

Production Strategy

Festival CircuitSILK will be submitted to the following festivals: Cannes, Sundance, Venice, Toronto International, NewYork, Telluride, Berlinale International, London and others. Relationships with programmers at Southby Southwest and other festivals with a musical component are already in place due to 100% Silkʼseclectic and far reaching profile. The rising popularity of Electronic Dance Music (E.D.M.) fares well forSILKʼs festival prospects.

Foreign Pre-Sales and DistributionOnce SILK is accepted into prestige festivals, Freedom 2K Films will offer the film to Sales Agents such asDogwoof, RocoFilms, WestEnd Films and others. A deal is reached, then the Agent will shop the film to majordistributors such as Lionʼs Gate, IFC Films and Indomina Releasing. 100% Silk is quite popular in Europe, andFreedom 2K Films will use this leverage to negotiate the most lucrative foreign pre-sales figure possible. Themusical and “party culture ” appeal of SILK makes it a strong contender for U.S. theatrical distribution,especially in targeted E.D.M. friendly youth markets such as Brooklyn, Los Angeles, San Francisco, Austinand, of course, Detroit and Chicago - two of the birthplaces of house music.

Streaming and Video On Demand (V.O.D.)For many films there is a new distribution model: streaming online through Netflix and Hulu and/ormaking the film available on pay-to-play formats like Amazon Instant Viewing and Vudu. Recent independentfilms like Margin Call and Bachelorette have made their money back and then some almost entirely throughV.O.D. sales. To keep marketing and exhibition costs down, SILK will launch an aggressive online streamingand V.O.D. campaign to ensure its audience (which skews younger and gets most of their entertainmentonline) finds and supports the film.

Distribution Strategy

Marketing & Publicity: Requiem MediaAshley Ayers at Requiem Media is the current publicistfor 100% Silk. Requiem also represents the reigningqueen of indie synth-pop, Grimes. The profile of this newfirm has elevated in the past year into a major PR player.Requiem has agreed to represent SILK oncecompleted and launch a multi-tiered online viralcampaign. Requiem has relationships with influentialhigh-traffic music websites (i.e. Pitchfork & The Fader) aswell as prominent entertainment news outlets such asMTV, Spin Magazine and Under the Radar.

Requiem will also work with 100% Silk to creategrassroots buzz for the film within the dance musiccommunity. Special screenings followed by 100% Silkpromoted dance events will be set-up in Los Angeles,New York and at music festivals like South bySouthwest. These “screening parties” will drawaudiences in with exciting dance music line-ups andintroduce SILK right in the heart of its majordemographic.

Because of this unique relationship between 100% Silkand Requiem Media, SILK has a marketing head start thatvery few documentaries possess.

The Audience for SILK“Once marginalized as a novel European import,

electronic dance music, or E.D.M., has become thedominant trend in American pop these days. Its lively

synthetic beats and booming bass lines are inescapable,and its top D.J.ʼs draw sold-out crowds to outdoor raveslike Electric Daisy Carnival and even rock bastions likeLollapalooza and Coachella, earning them thousands, if

not millions, of dollars for a single set.”-The New York Times

The influence of E.D.M. can be heard in nearly every top 40 hittoday. D.J. and club culture grows more and more popularyearly. Thus, the audience of SILK can be divided into twocategories:

Built-In: Fans and contemporaries of 100% Silkʼs music are aguaranteed ticket/V.O.D. purchase. 100% Silk moves 3,000digital downloads and receives over 4,000 unique hits on theirwebsite every month. Thatʼs a reach of over 80,000+ fans fromall over the world per year - a healthy-sized audience to begin amore expansive global marketing campaign.

E.D.M. Crossover: Millions of fans of dance music arealways on the lookout for related media; videos, live footageand, of course, films. A feature-length E.D.M documentary andDANCE FILM is something no one has ever attempted beforeand will be sure to cause a stir with fans of this exceedinglypopular genre.

SILK Revenue Projections

An expressionistic portrait ofchoreographer Pina Bausch, astold through performances of

Bauschʼs most famous dances.

Budget: 4.2 MillionGross: 14.6 Million

Potential Earnings for SILKForeign Market Pre-Sale Range: $500K-2 Million US Distribution Purchase Range: $100K-1 Million

Projected Theatrical and V.O.D. Gross Range: $750K - 3 MillionTotal Projection: $1-5 Million or 1,000-5,000% Profit Margin

For more details see “Proposed Investment Terms” (19).

Visually striking documentaryabout the underground

dance movement ʻkrumping,ʼwhich emerged from L.A.ʼs inner

city.Budget: +/- 1 Million

Gross: 4.6 Million

An experimental documentarythat uses music and dance

sequences to tell the story ofvarious residents of the Salton

Sea.Budget: 150K

Gross: 1.8 Million

Freedom 2K Films: Slate1) THE SOUR KRAUT

A subtle and engaging character study ofa young playwright as she attempts tostage her most personal play to date.

However, as the production goessouth, she begins to mistrust the

company performing her work, andher own talent as a writer.

The film will fuse cinema and theaterelements to create a wholly unique take

on the difficulty of bringing writing to life.

BUDGET: 50K

2) LADY WORLD

A modernized all-girl Lord of the Flieswith the feminine mystique of Picnic

at Hanging Rock and The VirginSuicides.

Gradually, but with creeping intensity,nine teenage girls at a birthday party

turn on one another after they aretrapped by an earthquake at a rich,

isolated estate high in the hills aboveLos Angeles.

BUDGET: 1.2 Million

3) KAROO

Based on the novel by Academy-Award winning screenwriter SteveTesich, Karoo is a scathing look at

New York in the late-eighties, amilieu of unscrupulous producersfrom the West Coast, dry cleaning,divorce, and fantasies of escape.

Freedom 2K Films is in talks withliterary agency Gelfman-Schneider to

option the film rights.

BUDGET: 5 Million

Other works in development include DRAIN YOU - an adaptation of M. Beth Bloomʼs comedic paranormal romancenovel set in the mid-90ʼs. UHH YEAH DUDE - a documentary performance film based on the popular L.A. podcast;

CHICAGO SUNDRIES - a quirky late 60ʼs coming-of-age story; and AGE OF BACKWARDS - a nostalgic,expressionistic take on middle-school friendship and loss.

Film 1 Budget: $50,000Film 2 Budget: $1.2 MillionFilm 3 Budget: $5 Million3 Years Working Capital/Company Payroll/Purchases/Loan Payments: $750,000

Total Expenses: $7,000,000

Note: The average production costs of a profitableindependent film are anywhere from 5-30 million.Utilizing its resources and industry connections,Freedom 2K Films will produce three films forthe price of one film. And an inexpensive film at that.

3-Year Expense Projections

Proposed Investment Terms Summary

The maximum subscription investment of 100 Units ($100,000) is awarded a total of 50% of revenue of not onlySILK but the SUBSEQUENT TWO FILMS produced and sold to distributors by Freedom 2K Films. Which meansthat each Unit is awarded 0.5% of revenue from SILK, THE SOUR KRAUT and LADY WORLD.

Letʼs say an Investor came in for 5 Units ($5,000). As soon as SILK generates revenue, either from foreign pre-sales ordomestic distribution, that $5,000 is paid back. INVESTORS ARE ALWAYS PAID FIRST. Before producers. Beforeprincipals. Period. After the initial investment is paid back, the Investor would then receive 2.5% of every dollar earnedfrom SILK revenue. If SILK ended up with 3 million in revenue, the Investor would be awarded $75,000 (2.5% of 3million).

But hereʼs where Freedom 2K Films is offering a rare and nearly unprecedented investment opportunity: That 2.5%return will STAY IN PLACE for the next two films produced by Freedom 2K Films. So, if the total combined revenue ofthe next two films is 37 Million, the Investor would be awarded an additional $925,000 (2.5% of 37 Million).

Thatʼs a million dollar return on a $5,000 investment.

Additional InformationThis package is very much an overview of theSILK and Freedom 2K Films investment. Thefollowing documents are available by request:

-Risk Factors-Itemized Budgets-Itemized Expense Reports-Projected SILK Pre-Sales (by Region)-Projected SILK Revenues (Theatrical & V.O.D.)-Offeree Questionnaire-Subscription Signing Agreement

And, of course, the full Subscription Agreement.

This offering is subject to negotiation dependantupon the timing and circumstances of the specificinvestment situation. However, the first Unitissued at one particular price shall remain theprice of the remaining Units thereafter byoperation of law.

Please direct any questions or requests to:

Benjamin Shearn, co-CEO, Freedom 2K Films323-217-9579 / benjamin.shearn@gmail.com

Amanda Brown, co-CEO, Freedom 2K Films818-269-2288 / listentosilk@gmail.com