5. COMPOSITION(S) / MASTER(S): One (1) master recording(s) (“Master(s)”) embodying Artist’s featured performance of the musical composition(s) listed on Schedule 1 (the “Composition(s)” and each a “Composition”) attached hereto and made a part hereof. 6. SERVICES: Co-producer, engineer; Producer shall perform all services in connection with the Master(s) as are customarily performed by producers in the recording industry. The Master(s) shall be commercially and technically satisfactory to both Company and Distributor for the manufacture and sale of records. 7. ADVANCE /ROYALTY: Advance. Company shall pay or shall cause Distributor to pay Lender a recoupable advance of One Thousand Dollars ($1,000.00) (the “Advance”). The Advance will be paid as follows: (a) Fifty Percent (50%) upon the later of (i) Producer’s commencement of services hereunder and (ii) the complete execution of this Agreement; and (b) the balance upon the later of (i) Producer’s delivery and Company’s and Distributor’s acceptance of the Master(s) as technically and commercially satisfactory in Company’s/Distributor’s sole discretion, such delivery elements including, but not be limited to, session files and releases, mixes, radio edits, sample clearances, and all documentation reasonably required by us and/or Distributor to perfect our rights in and to the Master(s) as sole owner and copyright holder thereof, to timely comply with applicable law, all union requirements (including providing such unions with the appropriate credit for all performers on the Master(s), identifying their performances) and our obligations to Distributor, and (ii) the complete execution of this Agreement. Royalty. Company shall pay or shall instruct and cause Distributor to pay to Lender the following “Base Rate” in connection with the Masters a royalty in the amount of One Percent (1%) PPD as defined in the “Producer Royalty Provisions”, attached as Schedule 2 and made a part hereof, and pursuant to the irrevocable letter of direction annexed hereto and incorporated by reference herein as Exhibit B on top-line USNRC Net Sales of Records (as defined in the Recording Agreement, the relevant provisions of which [including without limitation, royalty calculation, accounting, audit and controlled composition provisions and all relevant definitions] are attached hereto as Exhibit A [the “Recording Agreement Extracts”]) (“Producer’s Royalty”). Producer’s Royalty shall be calculated, 2 determined, adjusted reduced on the same basis (without regard to sales based escalations or Artist’s overall recoupment status) as Distributor calculates, determines, adjusts, reduces and pro-rates Artist’s royalties under the Recording Agreement, and payment of Producer’s Royalty shall be subject to the terms and conditions as embodied in the Producer Royalty Provisions and the Recording Agreement Extracts, as applicable. 8. CONTROLLED COMPOSITION The parties acknowledge that the Composition(s) shall be owned and/or controlled in accordance with the ownership interests set forth on Schedule 1. In the event that any composition(s) which are wholly or partly written, owned or controlled by Lender, Producer, or Producer Personnel (hereafter defined) is embodied in the Master, Lender and Producer hereby irrevocably license (and shall use reasonable efforts to cause their and Producer Personnel’s respective publishing designee(s) [each, a “Producer Publisher”] to license) their respective share(s), in and to the Composition(s) to Company, Artist, Distributor, and each of their respective designees, licensees, and assignees (sometimes referred to herein collectively as “Company’s Designees”) an irrevocable universe-wide license under copyright to reproduce and exploit their respective share(s) in the Composition(s) as embodied on the Master pursuant to the so-called Controlled Composition clause contained in the Recording Agreement Extracts. Further, Lender and/or Producer shall license and/or shall use reasonable efforts to cause their Producer Publisher(s) (and to cause Producer Personnel) to license to Company’s Designees, a nonexclusive, worldwide and perpetual synchronization and other necessary use license(s), free of charge or royalty, solely for the purpose of reproducing Lender’s and/or Producer’s and/or Producer Personnel’s share of any Composition in any promotional Video (as defined in the Recording Agreement Extracts) and exhibiting, duplicating, manufacturing and distributing copies of such Video only in connection with promotional purposes and only in the event that Artist does not receive any compensation for said promotional use. The foregoing is not intended to limit Lender’s, Producer’s or any Producer Publisher’s right to receive directly its respective share of publishing monies in connection with “monetized” promotional Videos (e.g., Videos exhibited on YouTube, Vimeo or Vevo). For the avoidance of doubt, each applicable writer / publisher shall exclusively administer his/her/its respective share of the applicable Composition(s). 9. OWNERSHIP OF MASTER(S) / GRANT OF RIGHTS: All results and proceeds of the services of Lender, Producer, and/or any third party furnished or engaged by Lender or Producer (hereinafter individually and collectively referred to as “Producer Personnel”), including the Master(s) (but excluding the Composition(s) to the extent of Lender’s and/or Producer’s interest therein and thereto) shall be deemed “works-for-hire” for Company within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.), as amended, shall be subject to the provisions of this Agreement, and Lender shall cause any such Producer Personnel to be bound in writing by the terms hereof. If it is determined that the Master(s) do not so qualify, then the Master(s), together with all rights therein (other than the Composition(s)), shall be automatically assigned to Company and Company’s Designees by this Agreement. Upon signature of this Agreement, Lender and Producer shall immediately transfer to Company all rights (including but not limited to copyright) in and to the Master(s) (excluding the Composition(s)). Lender and Producer further grant to Company and Company’s Designees the right, throughout the universe and in perpetuity, to use Lender’s name and Producer’s professional name, and Producer’s likeness and biographical material solely in the packaging and metadata of Records embodying the Master(s) and in all promotion and advertising therefor. We shall provide you for your approval any likeness, portrait or pictures of Producer or biographical material about Producer which we propose to use in connection therewith. We will not use any such material which you disapprove in writing within five (5) business days following the date on which such materials are provided to you, provided you furnish substitute material, satisfactory to us in our sole and 3 reasonable discretion, in time for use within Distributor’s production and release schedules. No inadvertent, non-repetitive failure to comply with this paragraph will constitute a breach of this Agreement, and you will not be entitled to injunctive relief to restrain the continuing use of any material used in contravention of this paragraph. You shall have the right to submit photographs and likenesses of, and biographical material concerning, Producer and your submission of the same shall constitute your approval thereof. Company and Distributor shall have the exclusive right to exploit the Master(s) in all methods, manner and media, now known or hereafter developed, throughout the universe and in perpetuity, or to refrain therefrom. Lender shall cause Producer to waive any claims based on infringement of Producer’s “moral rights”, and understands that the Master(s) may be changed, altered, remixed, or coupled with any other recording(s) or other material in Company’s and Distributor’s sole discretion, subject to the terms and conditions of the Recording Agreement. Lender and Producer shall have the right to request that Producer’s credit be removed from the Master(s) if the Master(s) are materially altered in any way (other than for timing or formatting purposes) by giving Company written notice thereof. For avoidance of doubt, Producer is not an original author of the copyright underlying the Master(s) and shall not in any event claim any reversionary right under the United States Copyright Act Section 203, or otherwise. 10. CREDIT: With respect to the Master(s), Company shall accord, or shall instruct and use reasonable commercial efforts to cause Distributor to provide, credit to Producer as set forth on Schedule 1 in the liner notes of any record containing the Master(s), including the back cover of the LP packaging (if any) and any “single” embodying the Master(s) on the “A-side”, on metadata in connection with electronic transmissions and in all print ads placed or controlled by Company or Distributor of one-half (1/2) page or larger featuring the Master(s). Company’s inadvertent, non-repetitive failure, or any failure by Distributor, to provide such credit shall not be deemed to be a breach of this Agreement, provided that following written notice from Lender, Company uses reasonable commercial efforts to cure or instruct Distributor or other applicable third parties to prospectively cure any such credit failure. In no event shall Lender or Producer be entitled to an injunction in connection with a breach of these credit provisions. 11. SAMPLES: Lender and Producer will not “sample”, “interpolate”, or otherwise incorporate into (“Sample,” “Sampling”) the Master(s) or Composition(s) (if applicable), or permit any Producer Personnel to Sample any copyrighted or otherwise proprietary material (“Proprietary Material”) belonging to any person, other than such material owned and/or supplied to Lender or Producer by Company or Artist for such purpose, unless approved by Company or Artist in writing. You shall advise us in writing of any such Proprietary Material and shall provide us with all information necessary to obtain appropriate permissions to use same, without restriction, on and in connection with the applicable Master(s). We shall have no obligation to accept any master recordings containing Proprietary Material, and our or Distributor’s acceptance or use of same shall not relieve you of any obligations hereunder nor deprive us of any rights hereunder. Without limitation of Company’s other rights: (a) in connection with any Approved Sample (as hereinafter defined), (i) any sums payable by or on behalf of Company or Company’s Designees in connection with the clearance of Samples that have been disclosed to and approved by us in writing prior to commercial release of the applicable Master (“Approved Sample”) shall be deemed additional recoupable Recording Costs, (ii) you and/or Producer shall be solely responsible for paying for an amount equal to any and all other recurring obligations and similar costs therefor (e.g., royalties or any contingency participation conveyed [whether expressed in royalty or penny-rate terms], etc.), multiplied by the Fraction (hereinafter defined), and (iii) any copyright ownership in the Composition that must be conveyed to a third party with respect to such Approved Sample shall be 4 borne pro-rata by all writers; and (b) notwithstanding anything to the contrary contained herein, any sums payable (including, without limitation, record royalties) by or on behalf of Company or Company’s Designees in connection with the clearance of Samples embodied by Lender, Producer, and/or Producer Personnel that have not been disclosed to and approved by us prior to commercial release of the applicable Master (“Undisclosed Sample”) shall be deductible from any and all sums and/or interest due or accorded to Lender and/or Producer hereunder, and any copyright ownership in the Composition that must be conveyed to a third party with respect to such Undisclosed Sample shall be borne entirely by Lender, Producer, Producer Personnel and/or Producer Publisher, as applicable. 12. REPRESENTATIONS / WARRANTIES: Lender, on one hand, and Company, on the other hand, each warrant