INVINDIE, INC.

MEMBERSHIP AGREEMENT (rev. MAR-11-2010)

This Agreement is not binding until you actually purchase a Membership

This Membership Agreement (“Membership Agreement”) is entered into by and between Invindie, Inc., a Nevada corporation (“Invindie”) and the undersigned member (“Member,” or “you”). Upon purchasing your choice of Membership level this Membership Agreement becomes a binding contract, so please review the terms of this Membership Agreement carefully, type your initials in the space provided, and click on the “I Agree” button at the bottom of this screen. Please print a copy of this Membership Agreement for your records.

Our Service

Invindie Memberships allow Members to utilize our managed-risk market platform to finance, produce and distribute independent feature films.

We provide efficient investment and project matching to our Members, allowing them access to view, evaluate and invest in what, we believe, are top-tier independent feature film projects.

Membership Levels

Premiere Portfolio Membership – initial fee $2,950 / annual renewal fee $1,950.

Key benefits include:

• Total access to the Invindie Premiere Portfolio (24x7)
• Ability to invest in any Invindie Pictures film project

If a Member chooses to make an investment in a Premiere Portfolio film project, said Member will also receive the following benefits relating specifically to the particular project in which he or she has chosen to make an investment:

• The title of “Invindie Executive Producer” for that particular project
• On-screen name recognition
• Access to visit the set while the film is shooting (selected dates)
• Access to attend the wrap party at the conclusion of shooting
• Access to attend the US and foreign theatrical premieres
• VIP access and seating at the Los Angeles Screening Series and New York Screening Series—film screenings we co-sponsor with Variety
• A complimentary annual subscription to either (at Invindie’s discretion) The Hollywood Reporter or Variety—weekly print and online editions

NOTE: All information relating to the potential financial returns of a particular film project are contained in the offering memorandum. Any investments considered or completed in a Premiere Portfolio film project can only be made after the Member has received, read, and fully understands the offering memorandum for that specific project.

All Access Studio Membership – initial fee $4,950 / annual renewal fee $2,950.

Key benefits include:

• All the benefits of the Invindie Premiere Portfolio Membership, plus the following additional privileges as amended from time to time:
• Invitation to Special Events at one or more major film festivals, which typically include VIP gourmet dinners, wine tastings, and parties for corporate guests, celebrities and Invindie Members held on several nights of a given festival such as the Sundance Film Festival
• Access to be our guest at the Independent Spirit Awards, the annual televised awards show honoring the best in independent film

Our hosted and sponsored Member events and activities are exclusive industry and/or private events and, as such, most have limited attendance capacity. Invindie will always attempt to fulfill each Member’s specific event or activity invitation request although, as a rule, all events and activities are on a first come, first served basis. All Member event notifications are distributed via email in order to provide each Member an equal and fair opportunity to secure a place at the event(s) or activity(s) of their choice.

Invindie reserves the right, at its sole discretion, to amend, restate, modify or revise the Membership privileges, to add, issue or modify or revise any privilege, to recall any Membership at any time for any or no reason whatsoever, and to make any other changes in the terms and conditions of Membership.

Membership Purchase

The Member hereby agrees to pay an initial Membership Fee of either Two Thousand Nine Hundred Fifty Dollars ($2,950) for the Premiere Portfolio Membership, or Four Thousand Nine Hundred Fifty Dollars ($4,950) for the All Access Studio Membership. The Member acknowledges and agrees that his or her Membership is subject to payment in full of the Membership Fee and that such fee may be increased from time to time by Invindie. Current, fully paid Members would not be subject to any fee increase until their next renewal date

Terms of Membership

The Membership shall commence on the date that Invindie, in its sole and absolute discretion, approves the Member’s Membership Application, accepts this Membership Agreement and receives payment of the Membership Fee. Memberships run for twelve months after the Member has received their first notification of the availability of a film project for review in the Premiere Portfolio, the date of this occurrence will become the Member’s Renewal Date. If a Membership Application is not approved or if this Membership Agreement is not accepted by Invindie, you will be notified within thirty (30) days of such decision and any Membership Fee paid prior shall be refunded in full.

Memberships may be renewed annually by payment of the renewal Fee on the anniversary date of your Membership (Renewal Date). If the Member desires to renew his or her Membership, the Member agrees to pay the annual renewal Fee on each renewal date and understands that delinquency in paying any amounts due may result in suspension and/or termination of Membership and/or Membership privileges and/or expulsion of Member.

Each Membership shall continue in effect until terminated by either the Member or Invindie, each of which have the option to cancel the Membership at any time, for any or no reason, by notice via registered U.S. postal mail. If a Membership is terminated prior to the Renewal Date, Invindie will refund an amount equal to the pro-rated initial Membership or annual renewal Fee for the number of days remaining in the Member’s annual term, minus a minimum fee equal to twenty-five percent (25%) of the total initial Membership or annual renewal Fee.

Member Representations

The Member represents, warrants, acknowledges and agrees that:

1. The Member is at least 21 years of age and is a citizen or legal resident of the United States.

2. The Member meets at least one of the following financial criteria:

(a) He or she has an individual net worth, or joint net worth with his or her spouse, in excess of $1,000,000; or

(b) He or she had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

3. The Member understands and acknowledges that the Membership is not a financial investment of any kind in Invindie, its affiliates, or any film production and does not give the Member an ownership or equity interest in Invindie, any of its affiliates, or any film production. The Member has no expectation that he or she will derive any financial benefit or profit from Membership and the Member understands that by purchasing a Membership, he or she will only acquire the right to receive the Membership privileges outlined above.

4. The Member understands and acknowledges that the Membership is not intended as an opportunity for Members to market products or services to filmmakers or other Members.

5. The Member understands that it is Invindie’s policy to transmit all correspondence electronically to its Members and hereby consents to the electronic delivery of information. The Member acknowledges that he or she has read and agreed to the terms of the Invindie Privacy Policy in Exhibit A below.

6. The Member has been furnished materials relating to the terms and conditions of the Membership; that the Member has requested and has been given the opportunity to ask questions and to receive answers concerning the terms and conditions of the Membership and obtain any additional information that Invindie possesses to verify the accuracy of any information set forth herein; and that Invindie’s representatives have answered all inquiries that the Member has made of them concerning Invindie or any other matters relating to the Membership and any other matter described in this Agreement.

7. To the extent he or she believes it necessary or desirable, the Member has consulted his or her own financial, legal and tax advisors with respect to the economic, legal and tax consequences of the purchase of a Membership and has not relied on Invindie or its members, officers, directors, affiliates or professional advisors for advice as to those consequences.

Miscellaneous Provisions

1. A Membership is for each Member’s personal use only and may not be assigned, transferred, sold, pledged, encumbered or hypothecated. Any attempted assignment, transfer, sale, pledge, encumbrance or hypothecation shall be void and of no force or effect.

2. The Member accepts for themselves and their invited guests any and all risk of injury sustained while involved in any event or activity incident to his or her Membership. In accepting the risk of injury, the Member understands that he or she is relieving Invindie, its affiliates, their successors and assigns and their respective directors, officers, partners, shareholders, managers, members, employees, attorneys and agents from any and all loss, cost, claims, injury, damages or liability sustained or incurred by the Member resulting from or arising out of any conduct or event connected with his or her Membership. This paragraph shall survive the termination of this Membership Agreement with respect to any property damage, personal injury, or death occurring prior to such termination.

3. Any disputes between the Member, on the one hand, and Invindie and its affiliates, their successors and assigns and respective shareholders, partners, directors, officers, managers, members, employees, representatives, agents, on the other hand, in connection with any event operated, organized, arranged or sponsored by Invindie or on any other claim or matter in connection with Membership or this Membership Agreement shall be subject to binding arbitration in Los Angeles, California applying the rules of the American Arbitration Association relating to this specific industry.

4. This Membership Agreement, the Membership Application, and the Member Profile constitute the entire agreement between Invindie and the Member.

5. This Membership Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California without giving effect to principles of conflicts of law.

EXHIBIT A

Invindie Member Privacy Policy

The Member acknowledges that he or she has read and agrees to the terms of the Invindie Member Privacy Policy as described below. Invindie encourages each Member to read the general privacy policy as it applies to the public portions of the Invindie web site. Please bring to our attention any suspected violations of this policy by contacting us at This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

What personally identifiable information do we collect about you?

We collect personal information from you (a) when you apply for Membership on the Membership Application and (b) in connection with your Member Profile. This information includes, among other things, your name, contact information, financial status, company information, and investment interests. Once you have logged in to the Invindie web site, we may track your activity on our site.

What non-personally-identifiable information do we collect about you?

We automatically gather certain information about you based upon your activity on our site. We may also collect machine data about your processor, operating system, Web browser, etc. This information may include the Uniform Resource Locator (“URL”) you just came from or go to next and your Internet Protocol (“IP”) address. This information may be compiled and analyzed on an aggregated basis. For instance, we may know that ten people visited this Membership Agreement yesterday, but we do not necessarily know who those people are.

How is my information used?

We respect your privacy. Any personal information you provide to us—such as your name, address, telephone number, and e-mail address—will not be released, sold, or rented to any entities or individuals outside of Invindie without your prior consent.

However, we reserve the right to disclose personal information when required by law or in the good-faith belief that such action is necessary to:

(a) Conform to the law or comply with a legal process served on us;

(b) Protect and defend the rights or property of our sites, or visitors to our site;

(c) Identify persons who may be violating the law, or the rights of third parties; or

(d) Cooperate with the investigations of purported unlawful activities.

What levels of security does Invindie have?

In order to thwart unauthorized access to your information, the Members’ area of our site is password protected.