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(the “Agreement”), is entered into by and between the publisher accepting this Agreement via the online portal (the “Portal”) operated
by Spectrio’s Third-Party Administrator identified in Exhibit D attached hereto (“Licensor”) and Spectrio LLC, a Delaware limited
liability company having a principal place of business at 4033 Tampa Road, Suite 103, Oldsmar, FL 34577 (“Spectrio”) as of the date
of Licensor’s acceptance of this Agreement (the “Effective Date”) via the Portal (each a “Party” and, collectively, the “Parties”).





WHEREAS, Spectrio owns and operates a service pursuant to which musical works embodied in sound recordings are (a)
digitally reproduced (“Digital Files”) on computer servers (each a “Server Fixation” and “Servers,” respectively), which Digital Files
are subsequently transmitted from such Servers and reproduced on customer premises equipment meeting the requirements of Section
13 below (“CPE”) located in business establishments such as, by way of example and not limitation, offices, restaurants, lodging
facilities, retail establishments, etc., operated by Subscribers (as defined below) or streamed in real time to such business
establishments using temporary cache or buffer copies; or (b) digitally reproduced on CPE and distributed to business establishments,
in order for the musical works to be played in such establishments as background music as part of Pre-Established Channels (as defined
below) (collectively, the “Service”); and

WHEREAS, Spectrio desires to license from Licensor, and Licensor agrees to license to Spectrio, Licensor’s share of all
musical compositions owned, controlled or administered by Licensor (the “Compositions”), excluding Restricted Compositions (as
defined below) subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for and in consideration of the premises and mutual promises contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. License. Licensor hereby grants to Spectrio a limited, non-transferable, non-exclusive right and license, without the right to
sublicense or assign (except as specifically authorized in this Agreement) during the Term (as defined below) to reproduce and
distribute the Compositions for use on Spectrio’s Service in the Territory (as defined below), but only to the extent of Licensor’s rights
therein (the “License”). The License includes the right to: (a) reproduce the Compositions as embodied in sound recordings on
Servers; (b) to reproduce the Compositions as embodied in sound recordings on CPE and to distribute such CPE to Subscribers solely
for use with the Service in Subscriber-owned and/or operated premises (“Subscriber Locations”); and (c) to transmit the
Compositions as embodied in sound recordings to CPE located in Subscriber Locations for use with the Service in Subscriber
Locations, in each instance without any further reproduction or distribution from any individual CPE to another CPE or any other
device or media, except to the extent such CPE are located in the same commercial establishment. Each distribution of a Composition
made to a Local Unit will hereinafter be known as a “CPE Delivery.” Spectrio may operate the Service through affiliates, franchisees,
and authorized distributors, subject to the limitations and conditions of this Agreement. The license authority under any License issued
pursuant hereto is limited to and granted solely with respect to (x) a particular individual sound recording embodying the Composition;
and (y) the share of the copyright interest of the Licensor (i.e., the License granted herein is a fractional, not a 100% license). Any
services provided by Spectrio contemporaneously with the Service that do not utilize Compositions, such as, by way of example and
not limitation, digital signage and messaging on hold, will not be deemed part of the Service and are not authorized for any use of
Compositions under this Agreement.

1.1 Third Party Contractors. Licensor acknowledges that Spectrio may use third party contractors (“Third Party
Contractors”) to exercise its rights and/or perform its obligations under this Agreement, including, by way of example and not
limitation, a third party to host sound recordings embodying musical works and a third party mechanical rights administrator to assist in
securing rights to musical works and pay royalties to the licensors of musical works (a “Mechanical Rights Administrator”).
Spectrio will remain solely responsible to Licensor for its obligations and performance under this Agreement and will bear all liability

associated with any actions or activities of such Third Party Contractors solely to the extent such Third Party Contractors are acting on
Spectrio’s behalf pursuant to this Agreement. Third Party Contractors will comply with widely adopted, industry standards for hosting
sound recordings and the musical works embodied therein or administering the rights to musical works.

1.2 Restricted Compositions. Licensor may, at any time, send Spectrio written notice at that
one or more Compositions that it owns, controls or administers (in whole or in part) are no longer authorized for use via the Service
(each, a “Restricted Composition”), and (i) upon Spectrio’s receipt of such notice, such Restricted Composition(s) will no longer be
licensed under Section 1 as of the date that is three (3) business days after Spectrio’s receipt of such written notice from Licensor with
respect to CPE persistently connected to the Service and 31 days after Spectrio’s receipt of such written notice from Licensor with
respect to CPE not persistently connected to the Service,1 and (ii) Spectrio will within three (3) business days or 31 days after
Spectrio’s receipt of such written notice from Licensor, as the case may be, promptly cease using such Restricted Compositions.
Licensor will not exercise its rights under this Section 1.2 in a manner that materially frustrates the purposes of this Agreement.

1.3 Takedown Rights. Throughout the Term, Licensor will have the right to require Spectrio to take down from the
Service any sound recordings embodying Compositions that Licensor owns, controls or administers (in whole or in part). If Licensor
elects to exercise such right, it will send an electronic takedown notice to Spectrio at and upon receipt,
Spectrio will promptly comply with such takedown notice. Licensor will not exercise its rights under this Section 1.3 in a manner that
materially frustrates the purposes of this Agreement.

2. Territory. The territory of this Agreement is the United States (including its territories and possessions and the
Commonwealth of Puerto Rico) (the “Territory”). Reproductions made on Servers in the Territory may be transmitted to CPE located
outside the Territory for reproduction on such CPE solely to the extent Spectrio secures all necessary rights to reproduce Compositions
in each territory outside the Territory on which such CPE is located, either from Licensor or an authorized agent of Licensor (e.g., from
CSI in Canada).

3. Updates to Compositions. Licensor will use commercially reasonable efforts to provide the Mechanical Rights
Administrator with updates to the Compositions on a monthly basis, to the extent Licensor is not already providing such information to
the Third-Party Administrator. Spectrio may request more frequent updates from Licensor but nothing herein will obligate Licensor to
provide more frequent updates. Licensor will accurately identify for the Third-Party Administrator Licensor’s percentage ownership or
administrative share of each Composition owned, controlled or administered by Licensor (each such share in a Composition the
“Licensor Share”).

4. Writer/Publisher Credit. Spectrio will, to the extent recognition is provided for any sound recording in which a
Composition is embodied, include within the Service written credit in legible form setting forth the names of the writer(s) and
publisher(s) of such Composition.

5. Term. Except as provided for in the last sentence of this Section 5, the Term will commence as of the Effective Date and
terminate on the last day of the calendar month in which the two (2)-year anniversary of the Effective Date occurs (the “Initial Term”).
Upon expiration of the Initial Term, this Agreement will automatically renew for successive terms of 12 months (each a “Renewal
Term,” and together with the Initial Term, the “Term”). Either Party may terminate this Agreement effective at the end of the Initial
Term or any Renewal Term by providing the other Party with sixty (60) days’ written notice of non-renewal. Notwithstanding any
other provision of this Agreement, if Licensor previously licensed Spectrio pursuant to a substantially similar version of this
Agreement administered by the Third-Party Administrator (the “Previous Agreement”), the first Renewal Term of this Agreement will
commence immediately upon the expiration of the Initial Term of the Previous Agreement without any gap in license coverage, and the
Initial Term of this Agreement will be retroactive to the Effective Date of the Previous Agreement.

6. Termination by Licensor. Without limiting and in addition to any other remedy that may be available at law or in equity
and/or under this Agreement, Spectrio understands and agrees that in the event Spectrio fails to account for and pay royalties to
Licensor as provided for in Section 9, or in the event that Spectrio is in material breach or default of any of its obligations under this
Agreement, Licensor may provide written notice to Spectrio that, unless the default is fully remedied within thirty-one (31) days from
the date of the notice, this Agreement and any Licenses issued hereunder may be terminated without further action by Licensor, and
Spectrio will be subject to any remedies provided by the Copyright Act, subject to any applicable defenses, whether in law or equity.
Thirty-one (31) days is required to account for any CPE that is not persistently connected to the Service and which will not time out
(i.e., prevent any local playback of sound recordings embodying Compositions) until 30 days after such CPE’s last connection to the
Service. For the avoidance of doubt, and without limitation, Spectrio's breach of any of the obligations imposed by Sections 9, 11, 13,

1 Certain Subscribers to the Service use CPE that is not required to be persistently connected to the Service during the Term.

Compositions embodied in sound recordings downloaded to such CPE will not be playable after 30 days if the CPE has not connected
to the Service during such 30-day period and confirmed eligibility for continued use of such Compositions (e.g., by maintaining an
active subscription to the Service).

13.4 and 15.4 of this Agreement will be considered a material breach of, and default under, this Agreement. This Section 6 does not
modify in any way Spectrio’s obligations in connection with Section 13.2.

7. Automatic Termination. To the extent permitted by applicable law, and without limitation, the occurrence of any of the
following events will also be a default under this Agreement: (a) Spectrio’s dissolution and/or the liquidation of all of Spectrio’s
assets; (b) the filing of a petition in bankruptcy or insolvency or for an arrangement or reorganization by, for or against Spectrio; (c) the
appointment of a receiver or trustee for all or a portion of Spectrio’s assets; (d) Spectrio’s assignment of assets for the benefit of
creditors; and (e) Spectrio’s insolvency. Upon the occurrence of any of the events described in items (a) through (e) of this Section 7,
notwithstanding, without limiting and in addition to any other remedy that may be available at law or in equity and/or under this
Agreement, this Agreement and all license authority pursuant to any Licenses granted hereunder will terminate automatically without
the requirement of any further action on the part of Licensor. Without limiting and in addition to any other remedy that may be
available at law or in equity and/or under this Agreement, the breach of any of the provisions set forth in Sections 13 and 15.4 will
entitle Licensor to seek specific performance of such provision.

8. Effect of Termination. All license authority pursuant to Licenses issued hereunder will terminate upon the expiration or
termination of this Agreement (unless such Licenses are renewed pursuant to a renewal of this Agreement as contemplated under
Section 5, in which case the terms of renewal will apply as appropriate), and any further reproduction and/or distribution of any
Composition after the expiration or termination of this Agreement will be prohibited and actionable to the fullest extent permitted by
law, subject to any applicable defenses, whether in law or equity. Notwithstanding the foregoing, provided that the Agreement has not
been terminated due to Spectrio’s breach or default, any Server Fixations existing on Servers or CPE as of the expiration of the
Agreement may remain on such Servers and CPE; provided, however, that such existing reproductions may not be further reproduced
or distributed, or used to make public performances from, after the expiration of the Agreement.

9. Royalties. For the rights granted in this Agreement, including the Licenses, Spectrio will pay to Licensor for each calendar
month of the Term, a periodic payment equal to Licensor’s Pro Rata Share (as defined below) of the Gross Music Revenue Pool (as
defined below) for such calendar month (the “Licensor Periodic Payment”).

9.1 For the purposes of this Agreement, the following terms are defined accordingly:

(a) “Gross Revenue” is the total revenue derived by Spectrio from its provision of the Service to Subscribers
during a calendar monthly reporting period, including, but not limited to, subscription fees paid by Subscribers for the Service and any
advertising or sponsorship revenue or the fair market value of in-kind consideration. Gross Revenue excludes CPE lease payments or
CPE sales proceeds, taxes charged by Spectrio for such CPE (which will be paid by Spectrio to the relevant state, local or federal
authority), shipping, handling and installation fees received by Spectrio for such leased or purchased CPE, or the amount of fees
actually allocated to pay for the public performance of musical works embodied in sound recordings, but only to the extent of the actual
amounts paid by Spectrio to the musical composition copyright owners or their authorized representatives (e.g., ASCAP, BMI, SESAC,
or GMR) for public performances. If Spectrio offers a bundled offering of services to a Subscriber for one or more Subscriber
Locations, where some offerings are the Service and others are not the Service (e.g., digital signage, voice messaging, scent, etc.), then
for the purposes of allocating monies or other consideration received by Spectrio for such bundled offering, the Gross Revenues to be
recorded by Spectrio will be the revenues received from Subscribers for the bundled offering less the standalone, average price paid by
Subscribers for each of the other component(s) of the bundled offering, excluding the Service.

(b) “Gross Music Revenue Pool” means an amount equal to the Gross Revenue multiplied by five
percent (5%) (the “Royalty Rate”).

(c) “Licensed Plays” means the total number of performances of all or any portion of sound recordings
embodying Compositions owned, controlled or licensed, in whole or in part, by Licensor from or through CPE located in Subscriber
Locations as part of the Service during a calendar monthly accounting period, adjusted for the Licensor Share in each such

(d) “Total Plays” means the total number of performances of all or any portion of sound recordings
embodying copyrighted musical works for which a royalty is being paid by Licensor (including Licensor Compositions) from or
through CPE located in Subscriber Locations during a calendar monthly accounting period, regardless of whether the copyrighted
musical works embodied therein are licensed under this Agreement or otherwise.

(e) “Licensor’s Pro Rata Share” means a fraction, (i) the numerator of which is the total number of
Licensed Plays in the Territory during the applicable month, and (ii) the denominator of which is the Total Plays. By way of example
and not limitation, if 10 sound recordings were performed during the month on the Service, with each reporting performed a total of 20
times each (for Total Plays of 200), and Licensor owned or controlled 100% of the rights to five (5) of the Compositions and 50% of
the rights to two (2) of the Compositions, then the Licensed Plays of Licensor’s Compositions would be 120. Licensor’s Pro Rata
Share would therefore be 60%, calculated by dividing the number of Licensor’s Licensed Plays (120) by the number of Total Plays

10. Payment Terms; Reporting.

10.1 Timing of Payments. Spectrio, either directly or through a Mechanical Rights Administrator, will, within 45 days
after the end of each calendar quarter of the Term, provide Licensor with a reasonably detailed electronic accounting statement –
through the Portal or other electronic means, including an online dashboard – indicating all relevant information necessary for the
calculation of the Licensor Periodic Payment due Licensor for the preceding calendar quarter. Contemporaneously with the delivery of
the reporting required in the preceding sentence, Spectrio will pay (or have the Mechanical Rights Administrator pay) Licensor any
Licensor Periodic Payment due Licensor, if any, in U.S. Dollars. Any reports and payments due on the 45th day following the end of
each calendar month of the Term will be due on the first business day thereafter if such 45th day falls on a holiday or weekend. The
Licensor Period Payment will be payable to Licensor when the amount of such Licensor Periodic Payment is equal to or greater than
U.S. $25.00 (the “Minimum Payment”); provided, however, that Licensor may increase the amount of the Minimum Payment if it so
chooses by providing the Mechanical Rights Administrator with notice of such change. If the Minimum Payment is not achieved for a
calendar month, then the balance due Licensor will roll over to successive calendar months until such time as the Minimum Payment is
reached, at which time Spectrio will pay all such royalties to Licensor pursuant to the first sentence of this Section 10.1. Any unpaid
Licensor Periodic Payment will be payable to Licensor, regardless of amount, within 45 days following the end of each calendar year of
the Term.

10.2 Payment Method. All royalties and/or other payments due to Licensor hereunder will be paid by bank wire, check,
direct deposit or such other method as agreed to by the Parties or between Licensor and the Mechanical Rights Administrator.

10.3 Taxes. All payments hereunder will be reduced by any amounts required to be deducted or withheld therefrom
under any tax law (subject to Spectrio or the Mechanical Rights Administrator providing evidence of such payment to any taxing
authority), and Licensor will provide Spectrio or the Mechanical Rights Administrator, as Licensor may choose, with an IRS Form W-9
or such other IRS form required by law (e.g., IRS Form W8-BEN) promptly following the Effective Date. Spectrio will not be required
to make any payments under this Agreement absent Spectrio’s (or the Mechanical Rights Administrator’s) receipt of any necessary tax
documentation. To the extent any amounts are withheld pursuant to applicable tax laws, such withheld amounts will be treated for all
purposes of this Agreement as having been paid to the person or entity to whom or to which such amounts would otherwise have been
paid, provided such payments have been paid to the appropriate taxing authority.

10.4 Late Fees. Without limiting Licensor’s rights or remedies at law and/or at equity, all past-due amounts will be
subject to and shall be accompanied by the payment of interest thereon at a rate of one and one-half percent (1.5%) per month, which
shall be computed from the date(s) upon which each such payment(s) first became due until the date(s) upon which each such
payment(s) is/are remitted to Publisher.

10.5 Reports of Use. Spectrio will provide Licensor, either directly or through its Mechanical Rights Administrator, and
in addition to the Licensor Periodic Payment, with a Report of Use of Licensed Plays during each month of the Term from or through
CPE in Subscriber Locations on a sound recording-by-sound recording basis for those sound recordings embodying Compositions
owned, controlled or administered by Licensor. Such Reports of Use may be made available via the Portal or such other methods as
utilized by the Mechanical Rights Administrator, such as an online dashboard.

11. Audit Rights. Spectrio will maintain books and records of concerning the use of Licensor’s Compositions used in the
Service for each month of the Term for not less than three (3) years following the end of the applicable calendar month. Licensor will
have the right, upon 30 days’ prior written notice, to have an independent, certified public accounting firm that is not an employee of
Licensor or any affiliate of Licensor (the “Auditor”) examine those books and records of Spectrio that pertain to Spectrio’s use of
Licensor’s Compositions, but no other books and records of Spectrio, at Licensor’s sole cost and expense, solely for the purpose of
verifying the accuracy of payments due and payable under the Agreement. No audit of a calendar month may be commenced more
than three (3) years after Spectrio’s delivery of payments and reports to Licensor for such month. Audits may only be conducted
during normal business hours at the premises where such books and records are maintained in the ordinary course of business, and the
Auditor may not be engaged on a contingency-fee basis. In no event will the Auditor transfer, or divulge in any way, any confidential
information contained in Spectrio’s books and records to any third party, but the Auditor may make copies and extracts of books and
records solely for the purposes of conducting the audit. Spectrio will have the right to require the Auditor to execute a confidentiality
agreement consistent herewith prior to the commencement of any audit. If a royalty examination reveals a nonpayment or
underpayment of royalties due to Licensor, the amounts determined to be owing will be subject to interest on amounts outstanding at a
rate equal to one and one-half Percent (1.5%) per month, calculated from the date the royalties were due to be paid to the date of
ultimate payment to Licensor. If the audit reveals a nonpayment or underpayment of royalties due Licensor or more than 10%, then, in
addition to the payment of any underpayment plus interest, Spectrio will reimburse Licensor for the actual fees Licensor paid the
Auditor to conduct the audit.

12. Public Performance Royalties. As between Licensor and Spectrio, Spectrio will be solely responsible for clearing any
rights to and paying any royalties for the public performance of Compositions embodied in sound recordings as part of the Service in
Subscriber Locations.

13. Security.

13.1 In connection with the use of any Compositions, Spectrio will implement and maintain copy protection and digital
rights management technology and systems, including software and hardware functional limitations (collectively, “Security Systems”)
with respect to all aspects of the Service, including, without limitation, its Servers, operating systems and CPE that (a) are designed to
prevent unauthorized reproduction and distribution of the Compositions; (b) are sufficient to track and enforce the use limitations
contemplated by this Agreement; and (c) meet or exceed current, widely adopted background music industry security standards as they
exist from time to time. For the avoidance of doubt, it is understood and agreed that Spectrio may encrypt and/or digitally compress
sound recordings of the Compositions for the purpose of fulfilling Spectrio’s security obligations set forth in this Section 13 and
otherwise operating the Service in conformance with this Agreement. Spectrio hereby represents, warrants, and covenants that the
Service will be made available exclusively to Subscribers and solely through CPE located in Subscriber Locations.

13.2 In the event Spectrio becomes aware of a breach of the Security Systems (“Security Breach”), whether through its
own monitoring efforts, upon being advised by another party (including Licensor) or otherwise, Spectrio will use commercially
reasonable efforts to resolve the Security Breach and restore the full integrity of its Security Systems as quickly as possible. If a
solution to the Security Breach is not immediately available (i.e., cannot be implemented within one (1) business day from the time
Spectrio becomes aware of the Security Breach), then Spectrio will (a) promptly notify Licensor of the Security Breach in writing
(unless Spectrio learned of the breach from Licensor); and (b) cease all further digital transmissions and/or reproductions of
Compositions to the extent such activities are or could possibly be affected by the Security Breach, pending full resolution of the
Security Breach, unless otherwise agreed by Licensor. In such a case, Spectrio (x) will keep Licensor reasonably apprised of the status
of its efforts to resolve the Security Breach; and (y) will not resume the activities that were suspended pursuant to this Section 13.2
until the full integrity of its Security Systems has been restored.

13.3 To the extent Spectrio employs third-party technology in order to operate, Spectrio will use commercially
reasonable efforts to maintain and upgrade such technology by (a) monitoring any third-party notifications of bug-fixes, security holes
and functionality improvements; and (b) installing, testing and distributing available upgrades and bug-fixes as necessary so as to
maintain the integrity of its Security Systems.

13.4 Spectrio will use commercially reasonable efforts to prevent any unauthorized digital transmissions and
reproductions of Compositions by Subscribers or third persons.

14. Limitation on Exploitation. Without limitation, all other rights are reserved in whole by Licensor, and the Licenses granted
hereunder do not extend to or cover, by way of example and not limitation: (a) any right of public performance; (b) any copyrights or
other rights in sound recordings; (c) any rights to synchronize Compositions with visual images resulting in audiovisual works; (d) any
print, display or karaoke rights; (e) any adaptation (derivative work) rights; (f) any rights to alter the fundamental character of a
Composition, including, but not limited to, by excerpting or fragmenting the work; (g) any merchandising rights; (h) any use of a
Composition (whether or not embodied in a sound recording) for a marketing campaign, product tie-in, game or contest or otherwise to
advertise, promote or cross-promote any product or service other than as permitted in Section 1; (i) any use of the title of a
Composition, or the name or likeness of any writer, publisher or artist associated with a Composition, except for identification purposes
as described in Section 4; or (j) any rights with respect to the words (i.e., lyrics) of a Composition. For the avoidance of doubt, it is
understood and agreed that Spectrio may clip the beginning and end of a Composition as embodied in a sound recording to facilitate the
placement of a sound recording within a program and to smooth transitions between sound recordings.

15. Representations & Warranties.

15.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that: (a) it has the right,
power, and authority to enter into this Agreement; (b) the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action; and (c) entering
into this Agreement will not constitute a breach or default under any contract or agreement to which it is a party or by which it is bound
or otherwise violate the rights of any third party.

15.2 Licensor’s Representations and Warranties. Licensor further represents and warrants: (a) as to the accuracy of the
Licensor Share in each Composition as provided to Spectrio pursuant to this Agreement or to the Mechanical Rights Administrator,
either pursuant to this Agreement or otherwise; and (b) that Licensor has all necessary legal rights and authority to grant the rights to
Spectrio contained in this Agreement on behalf of itself and any composers, publishers or other third parties whose rights are
administered by Licensor.

15.4 Spectrio’s Representations and Warranties. Spectrio further represents, warrants and covenants that:

(a) to the extent a Subscriber has the ability to control the musical content that is played back through the
Service: (i) such control will be limited to the ability to select among day parts, and playlists, channels, stations or genres that have
been previously determined by Spectrio (“Pre-Established Channels”), which Pre-Established Channels will each consist of different
sound recordings representing a variety of songwriters, albums and recording artists; (ii) the Subscribers will not be permitted to alter

or override the Pre-Established Channels (except to insert Messaging Content (as defined below) solely in accordance with the terms
and conditions of this Agreement); and (c) the Subscribers will not be permitted to arrange for the playback of particular sound
recordings of the Compositions on an individual song, artist or album basis. For the avoidance of doubt, nothing in this Section 15.4(a)
will be deemed to prohibit Spectrio from accepting and considering suggestions and/or requests from Subscribers for the inclusion of
particular sound recordings in the Service in general or using algorithms for programming purposes, provided that Spectrio’s
subsequent use of any such suggested and/or requested sound recordings or the use of any algorithms remains fully subject to the
provisions of this Section 15.4(a); and

(b) to the extent any messaging, advertising or other material other than sound recordings of Compositions
(collectively, “Messaging Content”) is permitted to be inserted into the Service, such Messaging Content will only be incorporated
such that (i) the Messaging Content is not accompanied by or presented “over” the playback of any Composition(s); (ii) the Messaging
Content is presented without reference to and completely independent of any particular Composition(s), and without any suggestion of
a relationship between the Composition(s), Licensor and any authors of the Composition, on the one hand, and the Messaging Content,
on the other hand; and (iii) the playback of any particular Composition is not interrupted or terminated by the Messaging Content.
Nothing herein will be deemed to limit Spectrio’s ability to identify a particular upcoming or just-played Composition, sound
recording, album, recording artist, label, publisher and/or songwriter(s) for such sound recording.

15.5 Most Favored Licensor. Spectrio represents and warrants to Licensor that the definitions of Gross Revenues, the
Gross Music Revenue Pool, Royalty Rate, Licensed Plays, Total Plays and Licensor’s Pro Rata Share, along with the provisions of
Sections 11, 13 and this 15.5, are no less favorable than the definitions and terms granted to any other licensor of Compositions for use
on the Service. If, during the Term, Spectrio enters into an agreement with a licensor of Compositions for use on the Service that
would make the immediately preceding sentence of this Section 15.5 no longer accurate, then effective as of the date of such other
agreement entered into by Spectrio, this Agreement will be amended to incorporate such more favorable terms without the need for any
additional consent by Licensor.

16. Indemnification.

16.1 Mutual Indemnification. Each Party will defend, indemnify, and hold harmless the other Party from and against
any and all liability, loss, damage, cost and expense, including reasonable outside legal fees and court costs, arising out of or connected
with any third-party claim (a “Claim”) arising out of (a) the other Party’s failure to perform any of its obligations under this
Agreement; (b) the other Party’s gross negligence or willful misconduct; (c) breach of any of the other Party’s representations,
warranties or covenants herein; or (d) the infringement of any intellectual property or rights or other rights of any third party arising
from use of Licensor’s Compositions on the Service. Licensor’s indemnification obligation under clause (d) of this Section 16.1 is
subject to Spectrio’s use of such Licensor Compositions solely in accordance with the Licenses and authorizations issued pursuant to
this Agreement, but only to the extent of the Licensor’s interest in such Composition and subject to a limitation of liability not to
exceed the total amount of royalties paid to the Licensor pursuant to Licenses issued under this Agreement.

16.2 Indemnification Procedures. A Party seeking indemnification under this Agreement (the “Indemnified Party”)
will provide the other Party (the “Indemnifying Party”) with prompt written notice of any Claim giving rise to such Indemnified
Party’s claim for indemnification. Failure to give such prompt notification will relieve the Indemnifying Party of its indemnification
obligations to the extent that such failure has prejudiced the Indemnifying Party’s defense of such Claim. Notwithstanding Section
16.1, the Indemnified Party will have the right, in its sole discretion, to require the Indemnifying Party to assume control of the conduct
of the defense against any Claim (the “Requested Defense”) at the Indemnifying Party’s own expense as such expenses are incurred
through counsel selected by the Indemnifying Party, provided that the Indemnifying Party will not, without the consent of the
Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed, enter into any settlement or agree to any
disposition that imposes any conditions or obligations on the Indemnified Party other than the payment of monies that are readily
measurable for purposes of determining the monetary indemnification or reimbursement obligations of the Indemnifying Party. The
Indemnifying Party will consult in good faith with the Indemnified Party regarding the manner in which any Requested Defense is
conducted, and the Indemnified Party will reasonably cooperate with the Indemnifying Party in defense against any Claim.


18. Confidentiality. For the purposes of this Agreement, “Confidential Information” means the terms of this Agreement and
any non-public information, data, reports, or other materials provided by one Party to the other under or in connection with this
Agreement, and any other information the receiving Party should reasonably have understood under the circumstances should be

treated as confidential, whether or not the specific designation “confidential” or any similar designation is used, such as usage data,
royalty reports, and similar information. Except with the prior written consent of the disclosing Party, neither Party will use or disclose
any Confidential Information other than (a) to such Party’s attorneys, accountants and financial representatives under a duty of
confidentiality as may be reasonably necessary in order to receive their professional advice; (b) to such Party’s employees and
contractors, including Third Party Contractors, who have a need to know and any disclosure to contractors may only be to contractors
who are bound by an agreement to protect the confidential information of third parties; (c) in connection with any legal, governmental
or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing Party (to the extent
not otherwise prohibited) in order to afford such non-disclosing Party a reasonable opportunity to seek a protective order (it being
agreed that if the non-disclosing Party is unable to obtain or does not seek a protective order, disclosure of such information in such
proceeding may be made without liability); and (d) in the ordinary course of such Party’s fulfillment of its obligations hereunder solely
to the limited extent necessary to fulfill its written and/or legal obligations to songwriters. In addition, this Agreement may be
disclosed in contemplation of any investment, merger or sale of all or a substantial portion of a Party’s assets or securities, subject to a
nonuse and nondisclosure agreement consistent with the provisions of this Section 18. Nothing in this Agreement will prohibit or limit
either Party's use or disclosure of information (x) previously known to it by lawful means without obligation of confidence; (y)
independently developed by or for it without use of or access to the other Party's Confidential Information; (z) acquired by it from a
third party which, to the reasonable knowledge of the receiving Party, is not under an obligation of confidence with respect to such
information; (aa) which is or becomes publicly available through no breach of this Agreement; or (bb) that is required to be disclosed
by operation of law, court order or other governmental demand (subject to the notice requirement in clause (c) of this Section 18).
Notwithstanding the foregoing, neither Party will be in breach of this Agreement for disclosing to any rightsholders, rights societies or
any similar collective, agency, affiliation, organization or group that administers rights in Compositions that Licensor has licensed to
Spectrio pursuant to this Agreement.

19. Miscellaneous.

19.1 Entire Agreement; Amendment. All references in this Agreement to “this Agreement,” “hereof,” “herein” and
words of similar connotation include all exhibits and schedules attached hereto, unless specified otherwise. This Agreement constitutes
the entire agreement and understanding between the Parties with regard to the subject matter hereof, and supersedes all prior or
contemporaneous oral or written agreements and representations between the Parties. Any amendment, modification or alteration of
this Agreement must be in writing and signed by the duly authorized representatives of the Parties.

19.2 Governing Law; Jurisdiction. This Agreement, and all collateral matters relating thereto, will be governed and
construed under the laws of the State of New York, applicable to agreements fully made and performed therein. Any and all
proceedings relating to the subject matter of this Agreement will be maintained in the courts of New York County, New York or in the
United States District Court for the Southern District of New York, New York County, which courts will have exclusive jurisdiction for
such purpose, and each Party hereby consents to the personal jurisdiction of such courts and waives any claim of forum non conveniens

19.3 Assignment. This Agreement will be binding upon and inure to the benefit of the Parties and their permitted
successors and assigns. Each Party may assign its rights and obligations hereunder in whole or in part only to any affiliate or to any
person or entity acquiring all or a substantial portion of the assets or business of such Party, and such rights and obligations may be
assigned by any assignee thereof, but subject to the same limitations; provided, however, that Spectrio shall not be permitted to assign
its rights or obligations hereunder to any person or entity acquiring all or a substantial portion of its assets or business to the extent that
such person or entity is a record company, music publisher and/or any company that is engaged in widespread or pervasive copyright
infringement, and provided that Publisher’s only recourse for such unauthorized assignment shall be the right to terminate this
Agreement. Any purported assignment in violation of the foregoing shall be deemed null and void ab initio and without force or effect.
The assigning Party will be responsible for compliance with all provisions of this Agreement, including any liabilities, through the
effective date of any assignment.

19.4 Force Majeure. Neither Party hereto will be responsible for or be in breach of this Agreement to the extent that its
performance is delayed as a result of any act of God, war, terrorism, fire, earthquake, civil commotion, act of government or any other
cause wholly beyond its control, and not due to its own negligence or that of its contractors or representatives, and which cannot be
overcome by the exercise of due diligence (“Force Majeure Event”). Licensor agrees that Spectrio will have the right to suspend the
Term and the operation of this Agreement and Spectrio’s obligations hereunder or terminate the Term of this Agreement in the event of
a Force Majeure Event. Such right may be exercised by notice to Licensor, and such suspension will last for the duration of the
applicable event.

19.5 Notice. Notices required hereunder will be in writing and will be served by certified mail, return receipt requested
(effective five (5) business days following the date mailed), or by nationally recognized overnight courier service with signature
required (effective as of date of confirmed delivery) to, with respect to Spectrio, the address set forth on the first page of the
Agreement, attention CEO, or, with respect to Licensor, at the address maintained by the Mechanical Rights Administrator for
Licensor. Spectrio may also communicate with Licensor, either directly or through the Mechanical Rights Administrator, via electronic
mail or via the Portal, and Licensor hereby consents to receive communications from Spectrio in the foregoing manner. With respect to
notices sent to Spectrio from Licensor, Licensor will send a simultaneous copy to:

Gary R. Greenstein , Esq.,
Wilson Sonsini Goodrich & Rosati
1700 K Street, N.W., 5th Floor
Washington, D.C. 20006
(w) (202) 973-8849

19.6 No Obligation to Exploit Compositions. Licensor recognizes that the amount of royalties hereunder is speculative
and agrees that Spectrio’s judgment with respect to matters affecting the marketing of the Service will not be subject to dispute by
Licensor. Nothing contained in this Agreement obligates Spectrio to make available, exploit or distribute Composition on or in
connection with the Service.

19.7 Publicity. Neither Party will issue any press release or other publicity document concerning this Agreement
without the prior written consent of the other Party.

19.8 Additional Remedies. In addition to the rights and remedies provided herein, the Parties may seek all rights and
remedies available at law or in equity.

19.9 Relationship of the Parties. Nothing contained herein will be deemed to create, and the Parties do not intend to
create, any relationship of partners or joint venturers as between Licensor and Spectrio with respect to this Agreement.

19.10 Assistance of Counsel. Each Party hereto acknowledges that it has been represented by its own independent
counsel, who has reviewed this Agreement and discussed the terms herein with his or her respective client prior to execution.

19.11 Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity of
any other provision of this Agreement, and in the event that any provision is determined to be invalid or otherwise illegal, this
Agreement will remain in effect and will be construed in accordance with its terms as if the invalid or illegal provision were not
contained herein, provided that the Parties will negotiate in good faith an equitable adjustment to this Agreement so as to give effect as
close as possible to the intent so expressed and the benefits so provided.

19.12 Waiver. No term or condition of this Agreement will be deemed waived, and no breach will be excused, unless
such waiver or excuse is in writing and signed by the Party against whom such waiver or excuse is claimed. Each Party may decline to
exercise one or more of its rights and remedies as it may deem appropriate without jeopardizing any other of its rights or remedies.
Notwithstanding anything in this Agreement, each of the Parties hereto may at any time exercise any right it now has or at any time
hereafter may be entitled to as a member of the public as though this Agreement were not in existence.

19.13 Interpretation; Headings. Whenever examples are used in this Agreement with the words “including,” “for
example,” “e.g.,” “such as,” “etc.” or any derivation thereof, such examples are intended to be illustrative and not in limitation thereof.
The captions and headings in this Agreement are intended only for convenience, and will in no event be construed to define, limit or
describe the scope or intent of this Agreement, or of any provision of this Agreement, nor in any way affect the interpretation of this

19.14 Counterparts. This Agreement is deemed signed by Spectrio upon its being presented to Licensor via the Portal and
will be deemed fully executed upon Licensor’s acceptance of this Agreement via the Portal operated by the Mechanical Rights
Administrator. The absence of any physical signature on this Agreement by either Party will not invalidate this Agreement.

19.15 Survival. The provisions of this Agreement which, by their terms, are intended to survive the termination or
expiration of this Agreement, and Sections 6 through 9; 11; and 15 through 19, will survive the termination or expiration of this