This Agreement (“Agreement”) is made and entered into as the date of the last signature below (the “Effective Date”) by and between Soundville Media LLC (“Company”) whose address is 11020 Bailey Road, Suite J Cornelius, NC 28031, and (“You” or “Your”). As used herein, the term “Party” shall mean either You or Company and the term “Parties” shall mean You and Company individually and collectively.

In consideration of the mutual promises set forth herein, the Parties agree as follows:

During the Term (as that term is defined herein), You agree to record, produce and deliver to Company (and to no other person or entity) at least one (1) new audio fully cleared, licensed and paid for podcast (and video recording thereof)(individually and collectively the “New Podcasts”) and Company agrees to render Services (as that term is defined herein) in connection with such New Podcasts. Additionally, You agree to deliver to Company and grant Company the exclusive right to render Services in connection with any and all podcasts (and video recordings thereof) that You own and/or control which have been released, distributed, published, distributed, or otherwise broadcast prior to the Effective Date, if any (individually and collectively the “Existing Podcasts”). As used herein, the term “Podcasts” shall mean, individually and collectively, the New Podcasts and the Existing Podcasts. You will deliver each of the Podcasts fully cleared, paid for, without any liens or encumbrances thereon and in a form and format as reasonably requested by Company (so that Company can deliver the Services); (iv) You will not embody or synchronize any music into the Podcasts that you do not have the rights to use; (v) You grant Company the right to add and otherwise embody background music into any of the Podcasts and (vi) You grant Company the exclusive right to secure sponsors and advertisers for the Podcast. During the Exploitation Period (as that term is defined herein), You grant Company the sole and exclusive right to distribute, market, advertise, secure advertisements and sponsorships, license, promote and otherwise exploit the Podcasts in whole or in part through all media and medium now known or hereinafter created, including but not limited to Spotify, AppleMusic, Pandora, SoundCloud, Amazon Music, Google Play, YouTube and dedicated YouTube Channels controlled by Company (individually and collectively the “Services”).

During the Exploitation Period, You agree not to grant any other person or entity the right to render Services in
connection with the Podcasts. Nothing contained herein will prevent or otherwise restrict You from appearing as a guest on podcasts other than Podcasts. Company and You agree that all intellectual property ownership and rights with respect to the Podcasts shall be in Your name alone and that other than with respect to the rights granted to Company by this Agreement, Company will not have any additional rights with respect to the Podcasts.

a. The term (“Term”) of this Agreement shall consist of an initial contract period (the “Initial Period”) with Company having two (2) successive consecutive independent options each to extent the Term for two (2) additional successive, consecutive contract periods each (the “First Option Period” and the “Second Option Period”), which options shall be deemed automatically exercised unless either Party receives written notice from the other Party stating that the Term will terminate as of the last day of the then-current Contract Period,; provided, that however, that such written notice must be received by the other Party no later than ninety (90) days prior to the expiration of the then-current Contract Period. For the avoidance of doubt, if such written notice is timely received as described herein, the Term of the Agreement will terminate as of the last day of the then-current Contract Period and other than those terms and conditions that survive the termination of the Term (including the payment of Your Royalties, as that term is defined below), neither Party will have any further duties or obligations to the other, As used in this Agreement, the Initial Period, the First Option Period and the Second Option Period are sometimes referred to herein each as a “Contract Period”. The Initial Period shall commence as of the Effective Date and shall continue for one (1) year following the date of the first public distribution by Company of the first episode of the Podcast delivered hereunder. Each Contract Period (other than the Initial Period) shall commence one day following the last day of the immediately preceding Contract Period and shall continue for one (1) year. During each Contract Period, all of the terms and conditions that are applicable to the Initial Period shall apply except as otherwise provided herein.

b. Notwithstanding anything to the contrary contained herein and the termination of the Term, during the Exploitation Period (as that term is defined herein), Company shall have the exclusive right to render Services (and shall account to You in connection therewith) with respect to Podcasts delivered by You to Company during the Term. As used in this Agreement, the term Exploitation Period shall mean the period commencing on the Effective Date and ending on the later of (i) five (5) years following the termination of the Term or (ii) three (3) months following any three (3) month consecutive period during which Your Royalties (as that term is defined herein) is less than fifty percent (50%) of the highest amount of Your Royalties paid or payable to You during any three (3) month consecutive period during the Term..

c. Notwithstanding anything to the contrary contained herein, You may terminate the Term of this Agreement
as of the date that is ninety (90) days following the date of the initial public performance of the first of the Podcasts (the “Early Termination Date”) by sending Company written notice requesting such termination no later than ten (10) days prior to the Early Termination Date and the Term of this Agreement will terminate on the Early Termination Date.

Company shall have the sole and exclusive right to collect all revenues with respect to the Podcasts delivered
during the Term during the “Exploitation Period” as that term is defined herein. No less frequently than on a monthly basis, Company will provide You with statements and payment of Your Royalties (as that term is defined hereinbelow). The term Your Royalties shall be an amount equal to eighty percent (80%) of Company’s Gross Receipts (as that term is defined herein) or an amount equal to forty percent (40%) of Company’s Gross Receipts (as that term is defined herein) depending on what service you choose. The term Company’s Gross Receipts shall mean one hundred percent (100%) of the gross amounts paid to or credited to the account of Company in connection with the distribution, sale, licensing, and all exploitations of each of the Podcasts. You shall have the right, at Your sole cost and expense, to audit Company’s books and records solely relating to the computation of Your Royalties once a year and once in connection with any statement and in the event such audit (after re-examination by an auditor of Company’s choice) reveals an underpayment by Company, Company agrees to pay such underpaid amount to You.

Each Party agrees, represents and warrants, on their own behalf, that (i) it has the right and power to enter into and fully perform this Agreement and to grant the rights herein granted to the other Party; (ii) the execution and performance of this Agreement will not cause such Party to be in breach of any other agreement; (iii) the Parties agree that in performing their respective duties under this Agreement they shall be operating as independent contractors; (iv) nothing contained herein shall in any way constitute any association, partnership, or joint venture between the Parties, or be construed to evidence the intention of the Parties to establish any such relationship; (v) except as otherwise specifically set forth herein, neither Party hereto shall have any right, power, or authority to make any representation or to assume or create any obligation, whether express or implied, on behalf of the other, or to bind the other Party in any manner whatsoever; (vi) each Party shall indemnify, defend, and hold the other Party (and the other Party’s employees, agents, shareholders, permitted assigns, agents, legal representatives, and contractors) harmless from and against any damages, liabilities, and costs (including but not limited to reasonable outside attorneys’ fees) directly attributable to third party claims resulting from such Party’s breach of any representation, warranty, or obligation hereunder and (vi) they will never disclose to any third party (other than such Party’s authorized attorneys, employees, accountants, or other representatives, including members, employees, and accountants), at any time any of the terms set forth in this Agreement, including but not limited to, the financial terms hereof. This Agreement is subject to the laws of Tennessee and any action or claim will be maintained in the courts located in Davidson County, Tennessee.

Any notices required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by email or fax; (c) overnight courier, upon written verification of receipt; or (d) by certified or registered mail, return receipt requested, upon verification of receipt.

This Agreement constitutes the entire agreement with respect to the matters set forth herein supersedes all prior or contemporaneous oral or written agreements concerning the Podcasts and Your Royalties. As used herein, the term “You” shall also be deemed to include any corporation, partnership, limited partnership, or other legal entity relating to Podcasts that You own or control (and You agree to cause any of the entities described above to enter into an agreement with Company on the same terms and conditions that are contained in this Agreement. No term or provision hereof will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed by the Party against whom such waiver or consent is asserted. The waiver by either Party of, or consent of either Party to, a breach of any provisions of this Agreement by any of the other parties shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by the other Party. Company may assign its rights and duties hereunder to any other entity provided that such assignee agrees to be bound by the terms and conditions of this Agreement. This Agreement may be amended or modified only by agreement of authorized representatives of the Parties in writing.