As of November 1, 2016

ADRESSEE

Dear ARTIST:

The following will constitute the agreement between ARTIST (“ARTIST”), on the one hand, and
ABC Music, Inc. f/s/o Russ De Salvo and JOE PRODUCER (collectively “Producer”), on the other hand,
in connection with ARTIST engaging the services of Producer to produce, at ARTIST’s sole discretion
One (1) master recording (the “Master”) entitled “Dreams” embodying the recorded performances of the
artist currently know as ARTIST (“Artist”), and the manufacture and distribution of records and other
ARTIST uses of the Master.

1. Services:

(a) From commencement of recording the Master through Producers delivery of the Master
as set forth herein (the “Term”), Producer shall record, produce, perform on (if applicable) and arrange the
Master pursuant to a production schedule designated by ARTIST and Producer. Producer’s services
hereunder are non-exclusive, but are on a first priority basis.

(b) The Master (along with all session files and audio stems, preliminary and rough mixes
and protools files) shall, from the inception of its creation, be considered “work made for hire” for ARTIST
within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.), as amended. If it is determined that the
Master do not so qualify, then the Master, and all rights therein (including the copyrights in and to the
“sound recording” along with the related tracks, session files and audio stems, and preliminary and rough
mixes and protools files, and any renewal or extension rights in connection therewith), shall be
automatically assigned to ARTIST by this agreement. Without limiting the foregoing, ARTIST (and
ARTIST’s designees) shall have the exclusive unrestricted, perpetual right throughout the universe (the
“Territory”) to use, distribute, sell and exploit the Master (or remix or remaster the recordings, audio stems
and individual performances that constitute the Master) in any and all media, by any and all methods and
formats. Producer will, upon ARTIST’s request, execute, acknowledge and deliver to ARTIST such
additional documents as ARTIST may deem necessary to evidence and effectuate ARTIST’s rights
hereunder, and Producer hereby grants to ARTIST the right as attorney-in-fact to execute, acknowledge,
deliver and record in the United States Copyright Office or elsewhere any and all such documents if
Producer shall fail to execute same within five (5) business days after ARTIST’s request therefore.

(c) Producer will deliver the Master to ARTIST on a date to be mutually designated by
producer and artist. The parties acknowledge and agree that the delivery of the Master is expected to be
a minimum of one (1) month but no longer than two (2) months from the date the musical composition for
the applicable Master is provided to Producer by ARTIST. Producer will perform all services customarily
performed by producers in the recording industry, including, without limitation, engaging musicians,
vocalists, conductors, contractors, arrangers and copyists, and arranging for the use of recording studios
and other necessary technical facilities and personnel. All job sheets, union contract forms (if applicable)
and session report forms for recording sessions hereunder, all bills pertaining thereto, and all payroll
forms (including, without limitation, all W-4, Form Bs and other withholding tax forms) pertaining thereto
shall be submitted by Producer to ARTIST within seventy-two (72) hours after each recording session,
and in accordance with all applicable union rules and regulations.

2. Budget:

Producer shall be responsible for all recording costs of the Masters hereunder, including without
limitation, costs for preproduction of the Masters, recording of the Masters, musicians, additional
overdubs and vocals, mixing, final mastering but excluding recalled mixes or specialty versions.

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3. All-In-Fund:

ARTIST shall pay Producer an all-in-fund (the “Fee”) of Three Thousand Five Hundred Dollars
($3500) per Master. One-half (1/2) of the Fee shall constitute a fully recoupable advance (the “Advance”)
from the royalties payable to Producer hereunder. The Fee shall be payable as follows: one-half (1/2) of
the Fee shall be payable upon the later of signing of this agreement or the commencement of services for
the applicable Master, and the remaining one-half (1/2) balance of the Fee shall be payable preceding the
final Mastered mix to be delivered hereunder.

4. Royalties:

(a) Provided Producer is not in material breach hereunder and Artist enters into a recording
agreement (the “Recording Agreement”) with a third party record company (“Record Company”), Producer
shall be entitled to a producer royalty (the “Producer Royalty”) at a basic rate (the “Producer Basic Rate”)
of three percent (3%), pro-rated as provided below, of the published price to dealers (or if such record
royalties are regularly computed on any other basis, including, but not limited to, a wholesale or retail
price basis, the basic record royalty rate hereunder shall be adjusted so that the same sum in pennies
shall be payable to Producer pursuant to the terms hereof) with respect to top-line, full priced net sales of
the Masters through normal retail channels in the United States (“USNRC Net Sales”).

(b) The Producer Royalty shall be calculated, determined, adjusted and paid on the same
basis (e.g., container charges, definition of royalty base price, free goods, reserves, etc.) as Artist’s
royalties are calculated, determined, adjusted and paid pursuant the Recording Agreement, except in
connection with escalations. The Producer Royalty for singles, foreign sales, mid-priced and budget
sales, non-USNRC Net Sales of Albums and other exploitations of the Masters will be reduced pursuant
to the Recording Agreement. With respect to records embodying the Masters for which Producer are
entitled to a percentage of Artist’s net receipts, net royalties or the like (“Net Amounts”), Producer shall be
entitled to that proportion of such Net Amounts, determined by multiplying such Net Amounts received by
Artist, by a fraction, the numerator of which is the Producer Basic Rate and the denominator of which is
Artist’s all-in royalty rate under the Recording Agreement, provided that Producer’s share of video
receipts, if any, shall be one-half (½) of the sum computed under the foregoing formula, and shall be
payable on a prospective basis following recoupment of all video production costs in accordance with the
provisions of the Recording Agreement.

(c) No royalty shall be payable to Producer hereunder until Artist (or if Artist is signed, then
the Record Company) has recouped all Recording Costs incurred in connection with the Masters
hereunder at the “net artist” rate (i.e., Artist’s basic royalty rate under the Recording Agreement less the
Producer Royalty and the royalty rate payable to all other producers, engineers, mixers, and other royalty
participants in connection with the Masters). After recoupment of such Recording Costs as aforesaid,
royalties shall be payable to Producer hereunder for all records sold for which royalties are payable,
retroactively from the first such record sold, subject to recoupment from such royalties of the Advance.

(d) Notwithstanding anything to the contrary contained herein, Producer shall not be entitled
to any royalties in respect of any exploitation of the Master for which Artist is not entitled to receive or
does not earn a royalty or fee, including without limitation, in connection with promotional and/or
advertising purposes.

(e) In the event ARTIST self -releases the Master through digital retailers such as the iTunes
platform (“Self-Released Digital Master”), ARTIST shall pay Producer fifteen percent (15%) of the Net
Monies ARTIST receives from iTunes or any digital retailer in connection with the sales of Self-Released
Digital Master on a prospective basis once ARTIST has recouped all Recording Costs incurred in
connection with the Master from such Net Monies and the Advance hereunder. Net Monies shall be
defined as all gross monies ARTIST receives from digital retailers in connection with the sale of Self-
Released Digital Master, less all outside expenses and costs that ARTIST has incurred in connection with
such sales, including without limitation, digital retailer fees.

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5. Accounting:

(a) ARTIST shall instruct and use reasonable efforts to cause Record Company to account
for and pay directly to Producer royalties due Producer hereunder at the same times as Record Company
is required to pay Artist pursuant to the Recording Agreement. If Record Company fails or refuses to so
account to Producer, Producer’s sole remedy against ARTIST shall be that ARTIST shall send Producer
royalty statements and any payments due hereunder within fourty five (45) days following Artist’s receipt
of each statement applicable to the Masters from Record Company. ARTIST shall have the absolute right
in accounting to Producer to rely upon the statements received by Artist from Record Company and shall
not be responsible in any manner for any error, omission or other inaccuracy of any such statement. In
connection with any Net Monies payable to Producer hereunder for Self-Released Digital Masters,
ARTIST shall send Producer royalty statements and any payments due hereunder on a semi-annual
basis. Prior to Artist recouping her costs, Artist shall be permitted to account to Producer annually using a
simple statement setting forth the account balance.

(b) All accountings rendered by ARTIST, or on Artist’s behalf, to Producer shall be binding
and not subject to any objection by Producer unless specific written objection by Producer stating the
basis thereof is furnished to ARTIST within two (2) years from the date rendered. Producer shall be
foreclosed from maintaining any action, claim or proceeding against ARTIST with respect to any
statement or accounting due hereunder unless such action, claim or proceeding is commenced against
ARTIST in a court of competent jurisdiction within two and one-half (2.5) years after the date such
accounting is rendered.

(c) Producer shall have the right to appoint a certified public accountant who is not then
currently engaged in an outstanding audit of ARTIST, to examine ARTIST’s books and records relating to
the sale of records embodying the Master(s), provided that such examination shall take place at ARTIST’s
offices during normal business hours, on reasonable written notice, not more frequently than once in any
calendar year, no more than once per statement, and at Producer’s sole cost and expense. Producer
shall furnish ARTIST with a copy of the audit report within thirty (30) days after the completion of the
applicable audit. In the event that ARTIST and/or Artist conducts an audit of Record Company’s books
and records and/or brings a suit, and if as a result of any settlement or judgment additional monies are
paid in respect of the Masters, then Producer shall be credited with Producer’s pro-rata share thereof
after deduction of ARTIST’s and/or Artist’s third party costs “off the top.” The rights granted herein to
Producer constitute Producer’s sole audit rights.

(d) Producer acknowledges that ARTIST’s and/or Artist’s books and records contain
confidential trade information. Neither Producer or any of Producer’s representatives shall at any time
communicate to others or use on behalf of any other party any facts or information obtained as a result of
such examination of ARTIST’s and/or Artist’s books and records, other than as necessary to Producer’s
financial and legal representatives.

6. Payments:

Payments of any monies and accounting statements relating thereto shall be made payable and
remitted as follows:

ABC Music, Inc.

25th Ave.
NY, NY 11357
Fed. Tax ID #:

7. Credit:

(a) ARTIST shall instruct Record Company to accord Producer an appropriate credit in all
label copy and on the packaging and liner notes of records in all formats and configurations derived from
the Masters produced hereunder in substantially the following form: “Produced by JOE PRODUCER.”

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 (b) ARTIST shall instruct Record Company to accord Producer such credit in all one-half (½)
page or larger trade or consumer advertisements, and so called “strip-ads”, placed by Record Company
or under Record Company’s control which solely relate to the Masters. Any such credit shall be subject to
Record Company’s normal policies and restrictions. ARTIST’s inadvertent failure to comply with the terms
of this paragraph 7 shall not be deemed a breach of this agreement; provided that following notice from
Producer, ARTIST shall instruct Record Company to cure any such failure, on a prospective basis with
respect to future manufacturing runs.

8. Name and Likeness:

Producer hereby grants to ARTIST the right to use Producer's name, approved likeness and
approved biographical material (the “ID Materials”) concerning Producer solely in connection with the
sale, advertising and promotion of all records derived from, and exploitations of, the Masters. Producer
shall have the right to approve any ID Materials selected or commissioned by ARTIST provided that
Producer’s consent to the ID Materials shall not be unreasonably withheld or delayed and shall be
deemed given within five (5) business days after the date such materials are made available to Producer.
ARTIST’s inadvertent, non-repetitive failure to obtain Producer’s approval of ID Materials shall not be
deemed a material breach hereof, provided, however that upon receipt of written notice from Producer
regarding any such failure, ARTIST shall use reasonable efforts to correct any such failure to obtain
Producer’s approval of ID Materials on future runs.

9. Representation and Warranties:

(a) Producer hereby represents and warrants that:

(i) ARTIST shall not be required to make any payment of any nature for, or in
connection with, the rendition of Producer’s services or the acquisition, exercise or exploitation of rights
by ARTIST pursuant to this agreement, except as specifically provided herein;

(ii) There shall be no liens, encumbrances or other charges against the Masters
and/or the Controlled Compositions (as defined below) at the time of delivery, including, without limitation,
any uncleared samples;

(iii) All materials furnished by Producer in connection with the Masters and/or the
Controlled Compositions shall be original and not infringe upon or violate the rights of any third parties;
and

(iv) Producer will not produce for any person or entity other than ARTIST a master
recording embodying any musical composition embodied in the Masters for a period of five (5) years from
the date of the initial commercial release of the applicable Master.

(b) ARTIST hereby represents and warrants that all materials furnished by Artist in
connection with the Masters and any compositions that are owned, written and/or controlled by Artist that
are embodied on the Masters shall be original and not infringe upon or violate the rights of any third
parties.

10. Indemnification:

(a) Producer agrees to indemnify and hold ARTIST and Artist and each of ARTIST’s and
Artist’s respective successors, assigns, agents, companies, and licensees (collectively, “ARTIST’s
Parties”) harmless against any claim, liability, cost and expense (including attorneys’ fees and legal costs)
in connection with any third party claim which is inconsistent with any agreement, covenant,
representation, or warranty made by Producer herein. Producer will reimburse ARTIST’s Parties upon
demand for any payment made by ARTIST’s Parties at any time after the date hereof including after the
Term in respect of any claim, liability, damage or expense to which the foregoing indemnity relates.
Notwithstanding the foregoing, if Producer withholds consent to any settlement which ARTIST’s Parties

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are willing to make, the foregoing indemnity shall apply and ARTIST’s Parties may settle such claim in
ARTIST’s sole discretion unless Producer promptly assume all costs attributable to the defense of such
claim, demand or action, including, without limitation, court costs, reasonable outside attorneys’ fees, and
direct expenses theretofore incurred by ARTIST’s Parties in connection with said claim, demand or action,
or furnish ARTIST’s Parties with an acceptable bond guaranteeing such payment; provided that in the
event Producer assume said costs, ARTIST’s Parties shall nonetheless have the right to settle such
claim, demand or action in ARTIST’s sole discretion without Producer’s consent, provided that in such
event, the foregoing indemnification shall not apply with respect thereto. Upon the making or filing of any
such claim, action or demand, ARTIST shall be entitled to withhold from any amounts payable under this
agreement such amounts as are reasonably related to the potential liability at issue; provided, ARTIST
shall not withhold such sums if Producer post a bond in a form and from a bonding company reasonably
acceptable to and approved by ARTIST, in an amount equal to the potential liability at issue. Producer shall
be promptly notified of any such claim, action or demand and shall have the right, at Producer’s own
expense, to participate in the defense thereof with counsel of Producer’s own choosing; provided, however,
that ARTIST’s decision in connection with the defense of any such claim, action or demand shall be final. If
no action is commenced on such a claim within one (1) year, any monies so withheld shall be released to
Producer, subject to ARTIST’s rights to again withhold such monies if any such claim is reasserted.

(b) ARTIST agrees to indemnify and hold Producer and each of Producer’s respective
successors, assigns, agents, companies, and licensees (collectively, “Producer’s Parties”) harmless
against any claim, liability, cost and expense (including attorneys’ fees and legal costs) in connection with
any third party claim which is inconsistent with any agreement, covenant, representation, or warranty
made by ARTIST herein. ARTIST will reimburse Producer’s Parties upon demand for any payment made
by Producer’s Parties at any time after the date hereof including after the Term in respect of any claim,
liability, damage or expense to which the foregoing indemnity relates. Notwithstanding the foregoing, if
ARTIST withholds consent to any settlement which Producer’s Parties are willing to make, the foregoing
indemnity shall apply and Producer’s Parties may settle such claim in Producer’s sole discretion unless
ARTIST promptly assumes all costs attributable to the defense of such claim, demand or action,
including, without limitation, court costs, reasonable outside attorneys’ fees, and direct expenses
theretofore incurred by Producer’s Parties in connection with said claim, demand or action, or furnish
Producer’s Parties with an acceptable bond guaranteeing such payment; provided that in the event
ARTIST assume said costs, Producer’s Parties shall nonetheless have the right to settle such claim,
demand or action in Producer’s sole discretion without ARTIST’s consent, provided that in such event, the
foregoing indemnification shall not apply with respect thereto. ARTIST shall be promptly notified of any
such claim, action or demand and shall have the right, at ARTIST’s own expense, to participate in the
defense thereof with counsel of ARTIST’s own choosing; provided, however, that Producer’s decision in
connection with the defense of any such claim, action or demand shall be final.

11. : The Song “Dreams”. The song recorded pursuant to this Agreement, titled “Dreams”, was
written solely by Artist. Any authorship or performance contributed or caused to be contributed during
recording sessions by Producer shall, from its inception, be considered a “work made for hire” for ARTIST
within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.), as amended. If it is determined that
any particular contribution does not so qualify, then that contribution, and all rights therein shall be
automatically assigned to ARTIST by this Agreement.

12. Breach:

(a) No breach or alleged breach by ARTIST of any of ARTIST’s obligations hereunder shall
entitle Producer to recover damages or affect any of Producer’s obligations hereunder, unless such
breach shall not have been remedied within thirty (30) days following receipt by ARTIST of written notice
specifying such breach or alleged breach and the details thereof. In no event whatsoever shall Producer

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have any right to seek or obtain injunctive relief against ARTIST (and/or ARTIST’s respective licensees or
assigns).

(b) No breach or alleged breach by Producer of any of Producer’s obligations hereunder

shall entitle ARTIST to recover damages or affect any of ARTIST’s obligations hereunder, unless such
breach shall not have been remedied within thirty (30) days following receipt by Producer of written notice
specifying such breach or alleged breach and the details thereof; provided, however, that the foregoing
right of cure shall not be applicable to: (i) any of Producer’s obligations hereunder which must be
performed within set, specific periods of time provided hereunder; (ii) the breach by Producer of any term
or provision in this agreement that is not by its nature capable of being cured; or (iii) any breach by
Producer which would subject ARTIST to liability prior to the expiration of the thirty (30) day cure period.

13. Miscellaneous:

(a) All notices to be given by either party hereunder shall be in writing and shall be delivered
by hand or by United States certified mail, postage prepaid, return receipt requested, to the address of
each party as first set forth above until notice of a new address shall be duly given, except that royalty
statements and any payments due hereunder, shall be sent to Producer at such address by regular mail.
A copy of all notices to ARTIST shall also be sent to ARTIST 439 E. 6th St. #3F New York, NY 10009 . A
copy of all notices to Producer shall also be sent to ABC Entertainment Attn: (Legal Department)
COMPANY ADDRESS

(b) Producer shall have the status of an independent contractor hereunder, and except for
the purposes of subparagraph 1(b) above, nothing herein contained shall constitute or contemplate
Producer as ARTIST’s agent or employee.

(c) This agreement embodies the entire understanding of the parties with respect to the
subject matter hereof, cannot be modified without an instrument in writing signed by both parties, and
shall be governed by and interpreted in accordance with the laws of the State of New York applicable to
agreements entered into and wholly performed in said State, without regard to any conflict of laws
principles. Producer and ARTIST hereby agree that the exclusive jurisdiction and venue for any action,
suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall
be in the state or federal courts located in the State of New York.

(d) Nothing contained herein shall obligate ARTIST to manufacture, distribute, promote or
sell records derived from any Master.

(e) ARTIST may assign ARTIST’s rights under this agreement in whole or in part. Producer
shall not be entitled to assign any of Producer’s rights or obligations hereunder except Producer shall
have the right to assign Producer’s income due hereunder to a company owned by Producer. The
invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any
other provision hereof. A waiver by either party hereto of any provision of this agreement in any instance
shall not be deemed to be a waiver for the future. All remedies, rights, undertakings and obligations
contained in this agreement shall be cumulative and none of them shall be in limitation of any other
remedy, right, undertaking or obligation of either party. In the event of any legal proceeding brought by
either party hereto to enforce or interpret this agreement or any of the terms contained herein, both
parties shall be deemed to have jointly drafted this agreement and neither side shall enjoy the benefit of
any evidentiary presumptions based upon the identity of the drafter hereof.

(f) ARTIST ACKNOWLEDGES AND AGREES THAT ARTIST HAS READ THIS AGREEMENT
AND HAS BEEN ADVISED BY PRODUCER OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN
INDEPENDENT ATTORNEY OF ARTIST’S CHOICE TO REVIEW THIS AGREEMENT ON ARTIST’S
BEHALF. ARTIST ACKNOWLEDGES AND AGREES THAT ARTIST HAS HAD THE UNRESTRICTED
OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF
ARTIST’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, ARTIST
HEREBY WARRANTS AND REPRESENTS THAT ARTIST WILL NOT ATTEMPT TO USE SUCH FAILURE
AND/OR WAIVER AS A BASIS TO AVOID ANY OBLIGATIONS UNDER THIS AGREEMENT, OR TO

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INVALIDATE THIS AGREEMENT OR TO RENDER THIS AGREEMENT OR ANY PART THEREOF
UNENFORCEABLE.

If the foregoing accurately sets forth ARTIST’s understanding of the agreement between Artist and
Producer with respect to the subject matter hereof, please sign this letter where indicated below.

Very truly yours,

JOE PRODUCER (Producer) / CEO ABC Music,

Inc.

JOE PRODUCER (Producer)

AGREED AND ACCEPTED:

ARTIST (Artist)

DATE

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Solely as a service and accommodation to those featured artists entitled to royalties under 17 U.S.C. §
114(g)(2)(D) who specifically authorize SoundExchange to collect and distribute royalties on their behalf,
SoundExchange permits such featured artists to designate that a percentage of the royalties due them
from SoundExchange relating to certain sound recordings be remitted to creative personnel credited or
recognized publicly for the commercially released sound recording on which the featured artist performs
or other usual and customary royalty participants in such sound recording.

To make such a designation, the featured artist submitting this Letter of Direction must submit to
SoundExchange a (1) Designation & Authorization for Featured Artist and (2) completed Internal Revenue
Service (“IRS”) Form W-9 Request for Taxpayer Identification Number and Certification.

Please note that a featured artist need not execute this Letter of Direction in order to be paid
statutory royalties by SoundExchange.

Name of Featured Recording Artist (“Artist”): ARTIST

Artist’s SoundExchange ID Number (if known):

Name of Payee (“Payee”): ABC Music, Inc.

Payee Address: ABC Music, Inc., 35th Ave., , NY

Payee Telephone Number:

Payee Fax Number:

Payee E-Mail:

Payment Percentage (“Percentage”): 20%

New Letter of Direction Amendment Revoking Previous Letter of

Direction

By signing this Letter of Direction and submitting it to SoundExchange, Artist agrees as follows:

1. Artist represents and warrants that Artist is the featured recording artist who performed on the
sound recording(s) identified on the “Repertoire Chart” attached hereto as Schedule 1 (the “Recordings”).

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 2. Artist represents and warrants that Payee is an individual credited or recognized publicly for
the commercially released sound recording identified on the Repertoire Chart or is an other usual and
customary royalty participant in such sound recording.

3. Artist requests and authorizes SoundExchange to pay to and in the name of

Payee an amount equal to Percentage of the royalties otherwise payable by SoundExchange to Artist in
respect of the Recordings, thereby reducing the payments from SoundExchange to Artist. If the box
above labeled “Amendment Revoking Previous Letters of Direction” has been checked or if a previous
“Royalty Distribution Information for Featured Artist” or other letter of direction has been provided to
SoundExchange that conflicts with this Letter of Direction, then any and all previous letters of direction or
similar documents conflicting herewith are hereby revoked.

4. All monies becoming payable under this Letter of Direction shall be remitted to Payee at the
address identified above or as Payee otherwise directs SoundExchange in writing. If SoundExchange
requires additional information (e.g., Payee tax information) to remit payments under this Letter of
Direction, then Artist and Payee shall be responsible for providing SoundExchange with such information
promptly. To the extent SoundExchange is not provided with sufficient or correct information to remit
payment to Payee, or checks mailed to Payee’s last known address are returned, SoundExchange may
hold the monies pending receipt of such information or pay the royalties to Artist.

5. SoundExchange will honor a written revocation by Artist of the designation made by this Letter
of Direction. In the event of such a revocation, SoundExchange may, but need not, mail notice of the
revocation to the last known address of Payee. The foregoing is without prejudice to any other contractual
arrangements between Artist and Payee requiring payment of the Percentage by Artist. SoundExchange
has no responsibility for Artist’s performance or nonperformance of any such obligation.

6. SoundExchange may discontinue making payments under this Letter of Direction at any time,
including if checks mailed to Payee’s last known address are returned, Artist ceases to be a member of
SoundExchange, or SoundExchange modifies its policies concerning letters of direction. If it does so, then
SoundExchange may, but need not, mail notice thereof to the last known address of Artist and Payee, and
monies that otherwise would have been payable under this Letter of Direction will be paid to Artist.

7. Artist acknowledges that SoundExchange is providing payments to Payee solely as an

accommodation to Artist but that all royalties distributed by SoundExchange to Payee are taxable to Artist.
Artist shall be solely responsible for providing Payee with tax paperwork required by any governmental
agency, including the Internal Revenue Service, and SoundExchange shall have no obligation to provide
such information to Payee.

8. SoundExchange may rely conclusively, and shall have no liability when acting, upon any
written notice, instruction, other document or signature that is reasonably believed by SoundExchange to
be genuine and to be authorized by Artist. SoundExchange shall not be responsible for failure to act as a
result of causes beyond the reasonable control of SoundExchange. SoundExchange shall not be liable to
Artist, Payee or to any third party for, and Artist agrees to defend (with counsel satisfactory to
SoundExchange), indemnify and hold harmless SoundExchange from, any damages or loss (including
reasonable attorney’s fees) in any way related to this Letter of Direction, unless such loss is caused by
SoundExchange’s gross negligence or willful misconduct. The provisions of this Paragraph 8 shall survive
the revocation or other termination of this Letter of Direction.

9. This Letter of Direction shall be governed by and construed in accordance with the substantive
laws of the District of Columbia. Any dispute relating to or arising from this Letter of Direction shall be
subject to the exclusive jurisdiction of courts sitting in the District of Columbia.

ACKNOWLEDGED AND ACCEPTED BY:

ARTIST

Signature:

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Printed Name:

Address:

City, State, Zip Code:

Date:

Return the original of this form to:

SoundExchange, Inc.
1330 Connecticut Ave., N.W. Suite 330
Washington, DC 20036

If you have questions, please call 202.828.0120 or E-mail info@soundexchange.com