LICENSING AND ADMINISTRATION AGREEMENT FOR PODCAST PLAN

As an Artist/Writer/Rightsholder featured in a podcast, you hereby agree to the terms and conditions set forth below, detailing the rights and obligations with regard to the license granted by you (“You,” “Your”) to SourceAudio Holdings LLC (“SA”) hereunder to represent the musical compositions (“Compositions”) and the sound recordings thereof (“Masters”), to podcasters via Podcastmusic.com. The Compositions and Masters are hereinafter sometimes referred to as the “Music.”

1. GRANT OF RIGHTS. You hereby grant to SA the exclusive (as hereinafter defined), irrevocable right, throughout the world (the “Territory”) to license the mechanical, master, synch and master use rights, and performance rights (as those terms are commonly known throughout the music licensing industry), and collect all income derived from such rights, for the Music used in the manner more fully set forth below by the End Users in Podcasts (the “Podcast Plan”). “Podcast” shall mean a digital audio or video file or recording of music, news or other media, often as part of a themed series, that can be downloaded or streamed from the Internet to a portable media player or computer, typically distributed via an RSS feed. The grant of rights herein shall include, without limitation, public performance rights, and shall be for the world, provided that the Podcasts are hosted from servers located inside North America, and further provided that audio-visual use is hereby restricted to prerecorded and/or live simulcasts of the audio version of the Podcast or for promotional purposes using YouTube, Facebook, or other social media. For the purposes of this Agreement, the exclusivity provision does not imply nor demand total exclusivity for Podcast distribution of the Music, but rather shall mean that during the Term hereof, SA shall have the exclusive right to administer the Music only when it is being distributed and licensed as part of the Podcast Plan. SA shall be under no obligation to include the Music in the Podcast Plan and shall have the right to remove the Music from the Podcast Plan at any time, in its sole discretion.

2. ADMINISTRATION. During the Term, SA shall have the sole and exclusive right to administer the Music throughout the Territory in connection with all licensing and performance income earned by the Music, less third party commissions, if any, via the Podcast Plan only (“Podcast Income”). SA shall receive and collect all Podcast Income derived from the Music in the Territory as herein provided. In addition, SA shall have the exclusive, irrevocable right to license the use of the Music to the End Users in the Territory, and to enter into any and all licenses and agreements whatsoever affecting or respecting the Music, as used in the Podcast Plan, including but not limited to licenses for Podcast distribution via Internet downloading or streaming and any related public performance rights, and to assign or license such rights to others. SA shall have absolute approval over the issuance of any license hereunder.

3. TERM. The Term of this Agreement shall commence as of the date hereof and shall continue for an initial period of six (6) months (the “Initial Term”). At the end of the Initial Term, unless terminated by either party giving thirty (30) days’ advance written notice thereof, the Term shall automatically continue on a yearly basis unless or until either party furnishes written notice to the other party expressing its desire to terminate. It is understood that all rights granted by SA to the End Users during the Term for use of the Music shall continue in perpetuity (or for the term of each applicable license). Upon the termination of this Agreement for any reason, SA shall be granted up to one (1) year to collect any and all income earned by the Music via the Podcast Plan during the Term, but not yet received or credited as of the effective date of termination. In the event that you no longer own or control any of the Music, such Music will be removed from the Podcast Plan upon SA’s receipt of notice from you, and the parties will use commercially reasonable efforts to have the End Users cease any further use and distribution of the Podcasts already containing the affected Music, it being understood that there are no guarantees that such Podcasts containing the affected Music can be taken out of use/distribution.

4. PODCAST INCOME. You shall be entitled to receive your pro-rata share of seventy percent (70%) of the Podcast Income collected and actually received by SA during the Term hereof. Podcast Income shall be paid based on the calculations as set forth on Schedule “A,” attached hereto and incorporated herein by this reference, and in accordance with section 5 below.

5. MOST FAVORED NATIONS. All financial terms hereof are agreed to on a most favored nations basis with all other participating labels in the Podcast Plan, and the pro-rata fees paid to all publishers shall be determined using the same payment model as set forth on Schedule A.

6. ACCOUNTING. All accountings to you pursuant to this Agreement shall be made in the form of a statement delivered to you accompanied by payment of the monies owed not later than thirty (30) days following the end of the Initial Term, and thereafter, not later than sixty (60) days following the end of each calendar quarter (March 31, June 30, September 30 and December 31) during the Term. Said statements and payments, in the absence of written objection thereto by you within one (1) year from receipt thereof, shall constitute an account stated as to all monies due for the period covered by such statement and/or payment. You shall have the right to examine SA’s books and records with respect to statements rendered hereunder to which your right to object has not expired, provided, however, that no such examination shall take place any later than 90 days after you have sent to SA the written objection. You cannot conduct such an examination more than once during any calendar year and not more than once as to any single statement. Such examination shall take place at SA’s place of business during normal business hours upon 30 days’ prior written notice to SA, and the cost of any such audit shall be solely borne by you.

7. ASSIGNMENT. This Agreement is binding upon and shall inure to the benefit of the respective successors and assigns of the parties hereto. This Agreement may be transferred or assigned by either SA or you, in whole or in part to any person, firm or corporation, but no such assignment shall relieve the parties of their respective obligations unless such third party agrees in writing to assume such obligations hereunder.

8. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION. You hereby warrant and represent that you have the right to enter into this Agreement and to grant to SA all of the rights granted herein, and that the exercise by SA of any or all of the rights granted to it in this Agreement will not violate or infringe upon any common law or statutory rights of any person, firm or corporation, including without limitation, contractual rights, copyrights and rights of privacy. The rights granted herein are free and clear of any claims, demands, liens or encumbrances. You further warrant and represent that you either own or control the Music and all rights therein and thereto in the Territory including, but not limited to, all copyrights and all renewals and extensions and continuations thereof (if applicable); that the Music shall be original and shall not infringe upon any other copyrighted work; that you have the full right, power and authority to enter into this Agreement and that you has not heretofore sold, assigned or encumbered any right or interest in any of the Music in any manner that would interfere with the rights granted herein. You shall hold SA harmless and indemnify SA from and against any third party claims arising out of the rights granted hereunder or as a result of your breach or alleged breach of any of the warranties hereunder (including all damages, attorneys fees and costs), and SA shall have the right to take any and all actions to protect itself. SA shall hold you harmless and indemnify you from and against any third party claims arising out of SA’s breach of any of the warranties hereunder (including all damages, attorneys’ fees and costs), and you shall have the right to take any and all actions to protect yourself. Each party shall give the other prompt written notice of any and all claims and the notified party shall be entitled to defend same with counsel of its own choice at its own expense.

9. CURE PERIOD. In no event shall SA be deemed to be in breach of this Agreement unless you have delivered written notice specifying all such alleged breach(es), and SA fails to substantially cure the alleged breach within sixty (60) days of receipt of notice. In the event of any breach or alleged breach of any provision of this Agreement by SA, your sole remedy will be an action at law for damages, if any, and in no event will you be entitled to enjoin or restrain or seek to enjoin or restrain the distribution, exhibition, exploitation, advertising or marketing of the Music as licensed to and contained in Podcasts by virtue of this Agreement and the Podcast Plan.

10. NOTICES. The respective addresses of each party for all purposes of this Agreement shall be as set forth at the beginning of this Agreement, until notice of a new address shall be duly given, such notice shall be in writing and shall be sent regular or registered, in the United States mail, postage prepaid, or deposited in a telegraph office with all charges prepaid.

11. MISCELLANEOUS. This Agreement sets forth the entire understanding between the parties, and cannot be changed, modified or cancelled except by an instrument signed by all parties hereto. This Agreement shall be governed by and construed under the laws of the State of California applicable to agreements executed and wholly performed therein. Each party hereto shall give the other the equal benefits of any warranties or representations it has obtained or will obtain under any agreements affecting the Masters.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date written. SourceAudio Holdings LLC By: