Digital Distribution Agreement

1. Content

a. Sound Recordings: Licensor owns and/or controls one hundred percent (100%) of the sound recordings as well as the copyrights in and to the sound recordings (the "Masters") delivered through any means to Sending You Creative Entertainment.

b. Compositions: Licensor either:

• owns and/or controls the compositions embodied on the Masters (the "Compositions") as well as the copyrights in and to the Compositions; or
• has mechanical licenses and all other permissions required to use the Compositions as contemplated in this Agreement.

c. Licensor may have other works whether audiovisual, visual, or otherwise ("Additional Works") which Licensor would like Sending You Creative Entertainment to include in this Agreement.

d. In this Agreement, the Masters, the Compositions, and the Additional Works, if any, are collectively referred to as the "Content."

2. Territory

The territory for this Agreement shall be the universe (the "Territory").

3. Grant of Rights

Subject to the terms and conditions of this Agreement, Licensor hereby grants Sending You Creative Entertainment the non-exclusive electronic, digital, and mobile rights in the Content to create digital and/or electronic copies and compilations, to distribute, to sell, and to publicly perform the Content via all electronic, digital, and mobile platforms owned and/or controlled by third parties ("SYCE Partners") with whom Sending You Creative Entertainment has or enters into agreements with during the Term.

These rights include, but are not limited to, the right to:

• Perform the Content in streaming format on SYCE's and/or SYCE Partners' websites, services, and platforms
• Publicly display and make available for download as part of the sale of the Masters the lyrics of the Compositions
• Collect monies payable by SoundExchange to the owner of the Masters and other organizations for neighboring rights
• With prior written approval from Licensor, include the Content in audio and/or audiovisual compilation(s) for sale via physical distribution
• Release, advertise, and sell electronic files or equivalent electronic form(s) of the Content under the SYCE brand
• Sub-license the rights granted by Licensor as necessary to SYCE Partners, solely to fulfill the purposes of this Agreement
• Subject to Licensor's prior approval in each instance, enter into a master use license for the synchronization of the Masters with moving pictures

4. Promotional and Other Rights

Unless otherwise instructed in writing by Licensor, Sending You Creative Entertainment shall have the non-exclusive right, in its sole discretion and in line with customary practices, to market the Masters and other Content as applicable, for promotional purposes and without compensation to Licensor.

In order for SYCE to provide marketing and licensing services under this Agreement, Licensor grants SYCE the right to:

• Publicly perform the Masters on SYCE's websites, services, or platforms and permit SYCE Partners to do the same on a gratis basis for promotional purposes
• Print, publish, disseminate, and otherwise use the "Name, Image, and Likeness (NIL) Materials" for trade, advertising, and other exploitations solely in connection with the marketing, sale, and exploitation of the Content
• Grant gratis licenses to synchronize the Masters with user-generated moving images solely for the purposes of promoting the Content

5. Term and Termination

a. This Agreement shall commence on the Effective Date for a period of one (1) year from the Effective Date (the "Initial Term"). This Agreement shall automatically renew for successive one (1) year terms, if not terminated in writing thirty (30) days or more prior to the expiration of the term.

b. Upon termination or expiration of this Agreement, the rights granted to SYCE hereunder shall automatically revert to Licensor. Additionally, Licensor may, upon thirty (30) days written notice, terminate this Agreement with respect to any particular Master, Composition, or Additional Work without effecting this Agreement for the remaining works.

c. After the Initial Term, SYCE has the right to terminate this Agreement upon thirty (30) days written notice to Licensor. If SYCE should file for chapter 7 or chapter 11 bankruptcy proceeding, termination of this Agreement is immediate and all Content shall be returned to Licensor.

d. Upon termination or expiration of this Agreement for any reason, SYCE shall cease all use and distribution of the Content and shall demand that SYCE Partners cease all use and distribution of the Content within sixty (60) days of termination.

e. Survival of Revenues: Upon termination or expiration of this Agreement, all Revenues received by SYCE for the Content shall continue to be subject to the payment provisions outlined in section 6 below for so long as SYCE receives such Revenues.

6. Payment

a. SYCE shall pay Licensor the percentages of "Revenue" as outlined on Revenue Shares attached to this Agreement.

b. "Revenue" means income actually received by or credited to SYCE that is derived solely from the exploitation of the Content.

c. Subject to receipt of accurate and complete payment and tax information, Revenue shall be paid monthly on the 15th of each month or the following business day if such date occurs on a weekend or holiday. Each payment will be accompanied by a detailed statement showing all sales and other Revenue-generating exploitations of the Content.

d. No payment shall be made to Licensor in any month when less than Fifty U.S. dollars ($50) is due and payable. Such amounts below $50 will accrue to Licensor's account and shall be paid in the first month in which Licensor's account reflects a balance greater than $50.

e. All payments to Licensor from SYCE under this Agreement shall be made via check or direct deposit.

f. Licensor acknowledges that mechanical royalties for digital sales may be paid in various ways. When SYCE receives what is considered the mechanical royalty as part of the fee from SYCE Partners, that portion shall be included in Revenue paid to Licensor. Licensor shall be fully responsible for paying the mechanical royalty to the appropriate publishers/writers for use of the Compositions.

g. Licensor hereby consents, and shall obtain the consent of all payees, to receive electronic 1099s.

7. Accountings and Audits

All statements shall be binding upon Licensor and not subject to objection unless Licensor provides SYCE with a specific objection in writing within three (3) years from the date the statement is rendered. Licensor shall have three (3) years from the date the statement is rendered to conduct an inspection of SYCE's books and records specifically relating to Licensor's sales and payment activity. Such inspection shall take place at the location where SYCE normally keeps such books and records during normal business hours upon at least thirty (30) days prior written notice.

8. Confidentiality

The Parties shall keep the terms and conditions of this Agreement confidential both during the Term and thereafter, and shall not disclose any information concerning the terms and conditions of this Agreement to any other person or entity. Each Party may refer generally to the existence of this Agreement but shall not reveal the terms of this Agreement, including but not limited to the payment provisions, without the prior written consent of the other Party.

9. Warranties and Representations

Licensor explicitly warrants, represents, and agrees that:

• Unless otherwise noted, Licensor possesses all rights in and to the Content to enable SYCE to use the Content as contemplated in this Agreement
• Licensor has the full right, power, and authority to enter into and fully perform this Agreement and to grant SYCE the rights granted in this Agreement
• The Content contains NO unauthorized "Samples" (any portion(s) or interpolation(s) of third party master recording(s) and/or composition(s) not owned and/or controlled by Licensor)
• As required for use of the Compositions contemplated under this Agreement, Licensor has obtained mechanical licenses for all Compositions and shall administer and pay all mechanical royalty payments
• Licensor shall make any and all payments which may be due to artists, producers, musicians, Performers, writers, publishers and all others whose work and/or performances are embodied on the Content

Licensee warrants, represents, and agrees that:

• SYCE has the right, power, and authority to enter into and fully perform this Agreement and all of its obligations under this Agreement
• SYCE shall, at its sole cost and expense, deliver the Content to SYCE Partners

10. Actions and Indemnity

a. SYCE shall have the right, but not the obligation, to prosecute, defend, settle, and compromise all suits and actions respecting the Content, and generally to do and perform all things necessary concerning such activities and the copyrights therein, and to prevent and restrain the infringement of copyrights or other rights with respect to the Content.

b. Each Party (the "Indemnifying Party") will indemnify, defend, and hold harmless the other Party and its affiliates, their respective officers, directors, employees, and agents (the "Indemnified Party") from and against any and all losses, liabilities, claims, obligations, costs, and expenses (including reasonable attorney's fees) which result from or arise in connection with a breach by the Indemnifying Party of any of its representations and warranties in this Agreement.

c. Upon receipt of a claim which, if true, would represent a breach of any of Licensor's warranties or representations in this Agreement, SYCE shall have the right to withhold Licensor's Revenue payments until such claim has been resolved.

11. Dispute Resolution

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof shall be resolved through arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction.

12. Governing Law

This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, exclusive of conflict or choice of law rules. The Parties hereby consent to the jurisdiction of the courts of the State of Maryland.

13. Disclaimer

SYCE will use reasonable efforts to make the Content available for sale on third party services, carriers, websites, services, and other platforms but makes no guarantee as to the timeliness of such availability or the manner in which it is presented by SYCE Partners to the public. Licensor understands and agrees that SYCE shall not be liable for any actual or potential lost revenue due to a delay or failure to have the Content available via third party services, carriers, websites, or other platforms.

14. Severability

If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and the entire Agreement will be severable and remain in effect.

15. Entire Agreement

This Agreement, the attached Exhibits, and any Addendums contain the entire understanding between the parties with respect to the subject matter hereof and may only be modified, altered, or amended by a written agreement signed by all parties. For purposes of this provision, a written modification, alteration, or amendment shall include e-mail transmission with proof of receipt and acceptance by the receiving Party.

16. Miscellaneous

• Under no situation or circumstance shall SYCE be required to accept any or all Content submitted by Licensor. Licensor has none of the rights granted under this Agreement unless SYCE officially accepts Content in writing (including via e-mail) or otherwise exploits or distributes such Content.
• This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, successors in interest, and assigns.
• In entering into and performing this Agreement, Licensor and Licensee each have the status of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture between the parties.
• Licensor agrees that Licensor enters into this Agreement with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all the consequences of entering into this Agreement.
• This Agreement shall not be construed more strictly against one Party than the other merely by virtue of the fact that it has been prepared initially by counsel for one of the Parties.
• All notices and communication desired or required between the parties may be made via e-mail transmission, provided that the sending Party obtain proof of receipt of such communication.
• This Agreement may be executed in counterparts, each of which shall be deemed an original.