DocuSign Envelope ID: 583DB6E3-5BA5-494D-B027-B8B2986121DF

LIMITED LICENSING AGREEMENT

THIS AGREEMENT (this "Agreement") dated and effective as of

1/9
____________, 2021 is made and among Crucial Music Corporation
(hereinafter "Licensee") located at 12031 Ventura Blvd, Ste 2, Studio
City, CA 91604 and Joaquin Velez and if applicable other signatories
listed below (hereinafter collectively known as "Licensor") located at
2305 Wilson Ave, Bronx, NY 10469 United States.

WHEREAS, Licensor is the sole owner/controller of certain Original

Compositions (as hereinafter defined) and Original Master Recordings
(as hereinafter defined), listed in Exhibit A, and wishes to license,
on a non-exclusive basis, those compositions and master recordings to
Licensee for Film/TV Placement, Sound Track Commercial CDs and Ringtone
Distribution (all of which are hereinafter defined); for the Term (as
hereinafter defined) and Territory (as hereinafter defined) and

WHEREAS Licensee desires to add a unique catalog identifier to the

Original Compositions and Original Master Recordings in order to create
Licensed Works (as hereinafter defined), for exploitation and
distribution to third parties; to issue License(s) (as hereinafter
defined), administer and collect all revenues from each Licensed Use
(as hereinafter defined); and compensate Licensor for such Licensed
Uses.

NOW, THEREFORE, in consideration of the promises and the mutual

covenants and agreements hereinafter set forth, the parties hereto
hereby agree as follows:

ARTICLE I

RIGHTS GRANTED

Except for the rights granted herein, Licensor expressly reserves and
retains for its sole benefit all rights, in or to the Original
Compositions and the Original Master Recordings and their associated
copyrights and publishing.

1.1 Rights Granted in Licensed Works. Subject to the terms of this

Agreement, Licensor hereby grants to Licensee for Film/TV Placement,
Sound Track Commercial CDs and Ringtone Distribution only on a
non-exclusive basis, one hundred percent (100%) control of the Licensed
Works, including, but not limited to titles, lyrics and music thereof,
and performances and recordings embodied therein, in any and all forms.
At Licensee's request, in order to effectuate Licensee's rights with
respect to the Licensed Works, Licensor, and any and all other third
parties holding rights in and to an Original Composition or Original
Master Recording, will execute documents as Licensee may deem necessary
at any time to evidence, establish, maintain, protect, enforce or
defend its right in such Licensed Works. Licensor acknowledges and
agrees that, included within the rights granted to Licensee herein,
and, notwithstanding anything to the contrary herein contained, is
Licensor's irrevocable grant to Licensee, its successors, affiliates,
licensees, sub-licensees and assigns, of the right to license,
sublicense and assign, throughout the entire world with respect to the
entirety of the Licensed Works, whether now in existence or hereafter
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created as follows:

(a) All rights of control, publication, printing, performance,

mechanical or other reproduction, synchronization, sale, exploitation,
arrangement, adaptation, translation, use and disposition, now or
hereafter known;

(b) The right to register the Licensed Work with the appropriate
performing rights society (i.e. ASCAP, BMI, GMR or SESAC in the US and
PRS, GEMA, SACEM, STIM, SOCAN and any other industry-recognized
performing rights society or the like outside the US) (each a “PRO”),
and any separate mechanical rights society outside the US (including,
but not limited to MCPS, AMCOS, etc.) (each a “MRO”) upon confirmation
of Licensed Use, as 100% publisher of the Licensed Work in perpetuity,
and to collect any and all monies (including but not limited to
performance income, broadcast mechanical income, videogram/dvd
mechanical income and any other monies derived from Licensed Uses of
the Licensed Work) accruing or earned therefrom (other than so-called
"writer's share of public performance") generated by the Licensed Work,
through the Licensed Use from the appropriate PRO(s) and MRO(s). In
such cases where the PRO and MRO require payment of writer’s share of
the broadcast and videogram/DVD mechanical income to the publisher,
Licensee will remit 100% of writer’s share of mechanical income
collected by Licensee to Licensor, subject to a $50 threshold, without
charging an administration fee and without regard to recoupment. In
such cases where PRO and MRO mistakenly pay writer’s and/or publisher’s
share of digital download and/or streaming (audio-only) mechanical
income (ie Itunes, Spotify etc), Licensee will remit Licensor 100% of
writer’s and/or publisher’s share of the mechanical income paid to
Licensee in error, subject to a $50 threshold, without charging an
administration fee. It is expressly understood and agreed that Licensor
has no music publishing rights whatsoever in the Licensed Works,
through the Licensed Use, and unless expressly stated to the contrary
under the terms of this Agreement is not entitled to any participation
in any portion of the publisher's share of any proceeds derived from
the exploitation of such publishing rights. Licensor and any co-writers
will receive their respective "writer’s share of public performance”
royalties directly from their respective PRO.

(c) Pursuant to (b) Licensee will register the Licensed Work with the
appropriate PRO(s) and MRO(s) under the name of each and every writer.
It is the Licensor's responsibility to provide the correct writer(s)
name(s) (as registered with the PRO) and IPI number(s). Should the PRO
information (IPI and writer name) provided by the Licensor be incorrect
and a Licensed Work is registered with the incorrect information, it
will be the Licensor's responsibilty to inform Licensee of correct
information, alert the PRO of the Licensed Works affected, and pursue
collection of the writer’s share of performance income as a result of
the Licensed Use. Licensee will not be liable for any loss of income as
a result of incorrect information provided by Licensor. Should a writer
not be affiliated with any PRO, Licensee may register the track with
the writer identified as "no affiliation". It will be the writer's
responsibility to become a member of the PRO of his/her choice, inform
Licensee of affiliation, alert such PRO of the Licensed Works affected,
and pursue collection of the writer’s share of performance income as a
result of the Licensed Use. Licensee will not be liable for any loss of
income on behalf of any writers, who have failed to become registered
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members of a performing rights society.

(d) The right to use the name, photograph, likeness, and/or

biographical material of the writers of the Original Compositions, the
artists, musicians, instrumentalists, mixers and producers of the
Original Master Recordings, and biographical material concerning all of
the foregoing for the purposes of the trade or otherwise in connection
with the Licensed Works.

(e) All rights to publish, record, produce, reproduce, transmit,

perform, broadcast, telecast, otherwise communicated (in any version or
versions thereof by any means), license, assign and enter into
agreements to or with any person or entity with respect to all or any
rights or part of the rights granted hereunder including, but not
limited to, the sub-licensing of the Licensed Works to a third party
for exploitation; provided, however, Licensee must receive the written
consent of Licensor prior to licensing a Licensed Work for use other
than through Film/TV Placement, Sound Track Commercial CDs and Ringtone
Distribution

(f) The right to exercise any right Licensee deems reasonably necessary
or desirable in connection with the administration, exploitation, or
protection of the Licensed Works in accordance with this Agreement.

1.2 Original Compositions/Original Master Recordings. Licensor shall

deliver (as defined below) the agreed upon Original Compositions and
Original Master Recordings to Licensee who shall then assign a new
title to such works ie. Licensed Works, which shall thereafter be
listed on Exhibit A, attached hereto and incorporated herein by
reference. Licensing, sub-licensing, registration with performance
societies and all other uses of the Licensed Works shall be made solely
in the name of the new titles listed on Exhibit A. The writers'
credits of the Licensed Works shall remain the same as those for the
Original Compositions.

1.3 Performing Rights. Performing rights in the Licensed Works shall

be licensed by the performing rights society to which Licensee and the
writer(s) of the Original Compositions belong. Said society is hereby
authorized and directed to collect and receive all monies earned from
the public performance of the Licensed Works, and shall be directed to
pay to Licensee the 100% publisher's share of public performance fees
for the Universe. Licensor agrees to execute any documents necessary
to effectuate this assignment.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF LICENSOR

Licensor hereby represents, warrants and agrees to Licensee:

2.1 It has and will maintain good and marketable title to all of the
Original Compositions and Original Master Recordings and the Licensed
Works are free and clear of all encumbrances and restrictions. The
Original Compositions and Original Master Recordings are wholly
original, do not include any samples/interpolations (excluding
royalty-free buyout with a valid synch license) and are not copied from
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any other work and will not, or shall any use thereof (including, but
not limited to, as provided for herein), infringe or violate the
copyright or any common-law right of any personal, proprietary, or
other right of any kind whatsoever of any person, firm, corporation or
association.

2.2 It has the full right and authority to enter this Agreement and to
grant the rights therein.

2.3 It agrees that any third party may use portions of or the entire
Licensed Work, and may edit, loop, enhance, or modify the Licensed
Work, provided that any such change shall not alter the fundamental
character of the portion of the Licensed Work being used, and any such
change shall not give rise to any ownership rights or claims, including
copyright, on the part of the third party, in or to the resultant
master recording or underlying composition. Licensor accepts and
agrees that with respect to any Licensed Use, including those in a
foreign territory outside of the United States, such changes and
alterations may be made without their approval.

2.4 It waives any so-called "moral rights" which may now be or may
hereafter be recognized, as well as any and all claims which it has or
may have against Licensee, its sub-licensees, successors and assigns,
by use of the Licensed Works and it's underlying Original Composition
and Original Master Recording. As such Licensor, waives approval rights
for the Licensed Use of any Licensed Work by any client, sublicensee or
third party.

2.5 It waives (i) any mechanical license fee which might otherwise be
payable as the result of any use, including duplication, of all or a
part of the Licensed Works by Licensee or by any third party in
connection with auditioning of Licensed Works, and (ii) any performing
rights fee which might otherwise be payable as the result of any
electronic transfer or transmission or other performance or
distribution in connection with an audition of all or a part of the
Licensed Works to any third party by Licensee; provided, however, that
nothing contained in this Agreement shall be deemed to constitute a
waiver of any fee which shall become due and payable to the relevant
performing or other rights society, such as ASCAP, BMI, SESAC, or
collection agency, as the result of any use of a Licensed Work by a
third party, unless Licensee shall have issued a direct license with
respect to certain of the public performance rights in any Licensed
Works. Licensor hereby agrees that Licensee and its Distributors and or
Subpublishers may use all or a part of the Licensed Works in connection
with the promotional use of Licensed Works and its artists without any
payment of master, mechanical or performance fees to Licensor.

2.6 It agrees not to assign the same title as used by Licensee to

create Licensed Works, during and after the term of this agreement, in
perpetuity. This Agreement does not prohibit Licensor from exploiting
the Original Composition and Original Master Recording under original
and alternate titles with other licensees and sub-licensees, which
rights are specifically retained by Licensor.

2.7 It has obtained all necessary consents and Licenses with regard to
all Original Compositions, Original Master Recordings and the Licensed
Works.
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2.8 It has registered the Original Compositions and Original Master

Recordings with the copyright office, and appropriate performing rights
society

2.9 It is not aware of any judgments, decrees, awards, orders or

injunctions, actions, and or claims, threatened or pending against
Licensor with regard to the Original Compositions, or the Original
Master Recordings, directly or indirectly.

2.10 That Licensee shall not be required to make any payments to

Licensor or on Licensor's behalf for or in connection with the
acquisition, exercise or exploitation of rights by Licensee pursuant to
this Agreement, except as specifically provided in this Agreement.
Licensor agrees to be solely responsible for and shall pay all sums due
the writers, artists, producers and other third party payments, and all
other persons entitled to receive compensation with regard to the
Original Compositions & Original Master Recordings and for the use of
Licensed Works exploited hereunder.

ARTICLE III

Definitions

Certain Defined Terms. As used in this Agreement the following terms

shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

3.1 "Licensed Work" The Original Compositions & Original Master

Recordings with a unique catalog identifier, both individually and
collectively, as listed in Exhibit A.

3.2 "Licensed Use" The particular use or form of exploitation,

irrespective of length, of a Licensed Work by a third party pursuant to
a license granted by Licensee,

3.3 "FILM/TV Placement" Shall mean use of a Licensed Work, whether or

not together with other works, which has been generally made available
via websites, hard-drives, compact discs and other recorded medium, for
synchronization or timed-relation with a production as background
and/or featured use (including on-camera, visual performance, opening
and end credits or other substantially featured uses) to enhance an
audio, visual or audio-visual production for private and public
performance including but not limited to television and cable
programming; feature and indie motion pictures; home video/DVDs, radio
broadcast programming; podcasts; radio, television, podcast and other
jingles and advertisements; radio, television and podcast station
identification themes and jingles; corporate videos and identification
jingles; video games, online video games, mobile video games and
associated trailers/ads; television network and cable promos;
documentaries; film preview trailers/ads; personal home videos, short
films, webisodes, student films and the like made available through
video sharing websites, mobile content or any future distribution
medium; and other similar or like uses.

3.4 "Sound Track Commercial CD" Shall mean use of a Licensed Work,
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whether or not together with other works, on a compact disc or other

recorded medium now known or hereinafter devised, including but not
limited to digital downloads, streaming, or any which is commercially
released in association with a dramatization, motion picture or
television production.

3.5 "Ringtones" Shall mean use of a Licensed Work, whether or not

together with other works, delivered as a ringtone, realtone,
mastertone, truetone, ringbacks, or similar audio segments for wireless
mobile devices now known or hereafter devised, including but not
limited to cell phones, personal digital assistants (PDA) or other
handheld devices.

3.6 "Phonograph Records" Shall mean a physical, non-interactive audio

reproduction of the master recording (whether or not accompanied by or
embodying audio-visual material) manufactured as a vinyl disc,
cassette, compact disc, DVD, digital download, or any medium now known
or hereinafter devised, which is intended primarily for audio-only use.

3.7 "Composition" Shall mean a single musical composition, irrespective

of length, including all spoken words and bridging passages, including
a medley.

3.8 "Original Compositions" Shall mean those compositions which are

written or composed, in whole or in part, by Licensor or at Licensor's
direction and are delivered by Licensor to Licensee pursuant to this
Agreement, and which are enumerated on Exhibit A, attached hereto.

3.9 "Delivery" Shall mean delivery to Licensee of satisfactory

Original Master Recording(s) in the form of a "commercial grade"
mastered compact disc ("CD") or WAV or AIFF files ("Files"), together
with complete "label copy" information with respect to such Original
Master Recordings including; (i) the artist name, title, timing; and
writer(s), each writer's PRO, and % share of each Original Composition
embodied on the Original Master Recordings; (ii) the producer(s), and
any other third parties involved in the creation, thereof; and (iii)
any other credit and information that is to appear on the labels,
liners and packaging of compact discs or other digital devices
embodying such Original Master Recordings. Each Original Master
Recording must be delivered with an instrumental version (without the
vocals) and clean version if lyrics are explicit.

3.10 "License(s)" Shall mean all "works-for-hire", mechanical

licenses, master licenses, synchronization licenses, print licenses,
licenses to foreign publishers and other licenses and catalogue
agreements to which the Licensee or any of its affiliates is a party
granting to any third party the right to exploit and to administer any
of the Licensed Works, and all right to receive income of whatsoever
nature derived from such exploitation or administration, except
writers' public performance royalties. Licenses also include all
agreements to which Licensee is a party granting to any third party the
right to exploit any of the Licensed Works for Film/TV Placement, Sound
Track Commercial CDs and Ringtone Distribution only and the right to
receive income of whatsoever nature derived from such exploitation;
such Licenses shall include, but shall not be limited to, so-called
"blanket" Licenses and so-called "needle-drop" Licenses, as those terms
are commonly understood in the background music business.
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3.11 "Master Recording" Shall mean every form of recording, embodying

sound which may be used in the recording, production or manufacture of
compact discs or other digital devices in whatsoever form of
configuration now known or hereafter devised, including but not limited
to all edited versions of the Compositions. Master recordings are
fully-mixed, sequenced unequalized and/or equalized and must be
technically satisfactory for their intended purpose.

3.12 "Original Master Recordings" Shall mean those master recordings

which are delivered by Licensor to Licensee pursuant to this Agreement
and are enumerated on Exhibit A, attached hereto.

3.13 "Gross Receipts" The total amount of fees received and actually
collected by Licensee for the use of a Licensed Work (reduced by
collection fees actually charged by any third party collection agent,
subpublisher or organization, including, without limitation, reasonable
legal fees, court costs), excluding mechanical royalties which are
specifically discussed in paragraph 4.1 (c) and publisher's share of
performance royalties

3.14 "Encumbrances and Restrictions" Any claim to, interest in, or

lien upon property, i.e. Compositions, which excludes any other license
agreements to which Licensor is a party.

3.15 "Term" The period of 3 years, commencing as of the date of this

Agreement (Initial Term), with an automatic renewal for an additional 3
years (Renewal Term), unless Licensee is given written termination
notice by Licensor 60 days prior to the end of the Initial Term subject
to the terms of Article 5.

3.16 "Territory" The Universe.

ARTICLE IV

Payment

4.1 Licensee shall pay to Licensor the following for uses of a Licensed
Work(s) for Film/TV Placement, Sound Track Commercial CDs and Ringtone
Distribution:

(a) Fifty percent (50%) of the Gross Receipts, as defined in paragraph

3.13, derived and actually collected by Licensee. In the event any
user is paying a blanket use fee for the use of a package of
compositions, Licensor's share of such blanket fee shall be calculated
based upon the number of Licensed Works in such package which were
provided by Licensor, compared to the total number of compositions and
master recordings in such package. Varying length versions of the same
composition shall constitute a single composition. If the package is
licensed for usage over a period of more than one (1) year, or if the
license of the package requires additional compositions to be provided
by Licensee as a part of such blanket fee, the blanket fee shall be
prorated on an annualized, level basis to reflect the period of such
license agreement and the total number of compositions to be provided
thereunder.

(b) Notwithstanding anything to the contrary set forth above, in

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addition to the foregoing, Licensor shall be entitled to the entire

so-called "writer's share of public performance income", payable by any
performing rights society. Notwithstanding the foregoing, if Licensee
actually collects and receives a single fee for both the
synchronization of a Licensed Work and the public performance of such
Licensed Work, then twenty-five percent (25%) of the said fee will be
deemed to be for the public performance of the Licensed Work and fifty
percent (50%) of that twenty-five percent (25%) will be deemed to be
the "writer's share of public performance income" derived from such use
of the Licensed Work, which will be remitted to Licensor.
Additionally, seventy-five percent (75%) of said fee will be deemed to
be considered "Gross Receipts" under the terms herein of which Licensor
shall receive Fifty percent (50%).

(c) In the event that a Licensed Work is released on a Sound Track

Commercial CD, Licensee shall pay to Licensor Fifty percent (50%) of
the master & composition license fee and Fifty percent (50%) of the
mechanical royalties actually collected by Licensee based on one
hundred percent (100%) of all Phonograph Records manufactured.
Licensee or its designated agent may establish a reserve for returns
not to exceed twenty-five percent (25%) of the total number of units
reported sold in the subject calendar quarter. Said reserve to be
released after four (4) accounting periods.

(d) Notwithstanding anything to the contrary set forth above, the

Licensor (and any co-writers) shall be entitled to the entire so-called
"writer's share of public performance income", payable by any
performing rights society.

4.2 It is understood and agreed that the amounts payable to Licensor

pursuant to paragraph 4.1 are in consideration of all costs incurred by
the Licensor in connection with the Original Compositions, Original
Master Recordings, and Licensed Works (if any), and in satisfaction of
any and all compensation and fees payable to third parties who
contributed to the creation of the Original Compositions, Original
Master Recordings, and Licensed Works, including, but not limited to,
composers, lyricists, musicians, leaders, contractors, synthesizer
programmers, vocalists, arrangers, orchestrators, copyists and
librarians. Licensee will pay Licensor listed in the first paragraph
of this agreement, and it will be Licensor's responsibility to pay all
parties, with an ownership share in the Original Compositions, Original
Master Recordings, and Licensed Works. Licensor warrants that Original
Compositions, Original Master Recordings, and Licensed Works were NOT
recorded under an AFM, or other union signatory agreement utilizing
union members, and are NOT subject to union new use or re-use fees as a
result of a Licensed Use. Should this warranty be breached, payments of
any new use or re-use fees stipulated by the Union ie AFM et al, shall
be the sole responsibility of the Licensor. No additional union new
use or re-use fees will be paid by Licensee and it's licensees or
sub-licensees for the Licensed Use of the Licensed Works other than
provided for in this agreement.

ARTICLE V

TERMINATION
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5.1 Either party may terminate this Agreement should the other party
breach any of its material terms hereunder and fails to remedy any such
breach within thirty (30) days of receiving notice of such breach.
Notwithstanding the foregoing, Licensee reserves the right to terminate
this Agreement entirely or with respect to any Licensed Work hereunder
for any reason, in Licensee’s sole discretion.

5.2 Upon Termination, Licensee will discontinue offering and marketing

Licensed Works to third parties immediately, and will remove Licensed
Works from hard-drives, websites, and any other distribution medium
within Licensee's control, within the end of the first full calendar
quarter after the termination date. Unless Licensed Works are part of a
sub-licensee's blanket agreement for a specific term, Licensed Works
will be removed at the expiration of the sub-licensee's agreement.
Licensee will not be responsible for the recall of any Phonograph
Records once placed in the marketplace. Any Original Compositions,
Original Master Recordings, and Licensed Works in the possession of the
Licensee will be destroyed.

5.3 After Termination, Licensee retains the right to issue licenses,

collect payment and remit Licensor's share of revenue per the terms of
this agreement, of any usage of the Licensed Work occurring after the
Termination but placed in the market before Termination. Further,
Licensee retains the right to collect payments and remit Licensor's
share of revenue on any licenses issued prior to termination per the
terms of this agreement.

5.4 Termination of the agreement in no way affects the Licensee's right

to perpetually collect publisher's share of performance and mechanical
income generated by the Licensed Use of the Licensed Work. Any
mechanical income identified and outlined in 1.1b associated with
writer’s and/or publisher’s share will be paid to Licensor perpetually
subject to clause 6.1, surviving termination.

5.5. Termination of the agreement does not affect any Licensed rights
granted to third parties (i.e. End User), including perpetual rights.
The term of any Licensed Use shall be as set forth in the respective
license governing the Licensed Use, and is separate and apart from the
Term of this Agreement.

ARTICLE VI

ACCOUNTINGS

6.1 Licensee will compute payments due Licensor as of each April 1st,
July 1st, October 1st, and January 1st, for the payments received in
the preceding quarter-annual accounting periods. Licensee will have
the right to change the dates of the accounting periods with sixty (60)
days notice, but no accounting period shall exceed three (3) months in
duration. Within sixty (60) days following the close of the accounting
period concerned, Licensee will send Licensor a statement and will pay
Licensor any monies shown due. Licensee will not be required to send
Licensor a payment or a statement for any period in which the income
payable to Licensor, on a cumulative basis, is Fifty Dollars ($50.00)
or less.
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6.2 At Licensor's expense, Licensor may examine Licensee's books and

records, as provided herein. Licensor may make those examinations only
for the purpose of verifying the accuracy of the items contained in the
statements sent to Licensor pursuant to the provisions of this
Agreement. Licensor may make such an examination for a particular
statement only once, and only within two (2) years after the date when
Licensee sends Licensor that statement. Licensor may make those
examinations only during Licensee's usual business hours, and only at
the place where Licensee keeps the books and records to be examined.
Licensor will be required to notify Licensee in writing at least thirty
(30) days before the date when Licensor plans to begin any such audit.

ARTICLE VII

INDEMNIFICATION

7.1 Licensor and Licensee shall, at all times, indemnify and hold one
another, their licensees, assignees and affiliated companies, and the
officers, directors, employees, and agents of all the foregoing,
harmless from and against any and all claims, damages, liabilities,
costs and expenses (including reasonable attorney's fees, expenses and
court costs) arising out of the exercise of any rights granted herein
or out of any breach by Licensor or Licensee, and their officers,
directors, employees and agents of all the foregoing, of any
representation, warranty or provision contained herein or any claims
thereof.

ARTICLE VIII

APPROVALS

8.1 As to all matters to be determined by mutual agreement, or as to

which any approval or consent is required, such agreement, approval or
consent will not be unreasonably withheld unless otherwise specified
herein.

ARTICLE IX

NOTICES

9.1 All notices under this Agreement will be in writing and will be
given by courier or other personal delivery or by registered or
certified mail (as to all of the foregoing, prepaid return receipt
requested), or by facsimile transmission (with a copy sent currently by
certified mail, return receipt requested), as designated by notice by
the party concerned:

TO LICENSOR:
Joaquin Velez
2305 Wilson Ave
Bronx, NY 10469 United States
3474315307
[email protected]
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TO LICENSEE:
Crucial Music Corporation
12031 Ventura Blvd, Ste 2
Studio City, CA 91604

ARTICLE X

EVENTS OF DEFAULT: REMEDIES

10.1 As a condition precedent to any assertion by any party hereunder

of any default or breach under this Agreement, or of any warranty,
representation or covenant contained herein, the non-defaulting party
shall first notify the other, reciting the nature of such default or
breach and the specific facts upon which such claim is based. The
party allegedly in default shall have a period of thirty (30) days from
receipt of such notice within which to cure such breach or default.
During such (30) day period, no default or breach of this Agreement
shall be deemed to be incurable.

ARTICLE XI

GENERAL PROVISIONS

11.1 This Agreement and any attachments constitutes the entire

understanding between the parties with respect to the subject matter
hereof.

11.2 Modifications of this Agreement shall only be effective if in

writing signed by both parties.

11.3 If any term of provision is construed to be or adjudged invalid,

void or unenforceable, the court shall first endeavor to construe the
term or provision in a manner to make it enforceable, but such clause
may be severed from this Agreement, and the remaining terms shall
remain in full force and effect.

11.4 This Agreement shall be governed by and construed under the laws
of the State of Tennessee.

11.5 In the event of any action, suit or proceeding arising from or

based on this Agreement brought by either party against the other, the
prevailing party shall be entitled to recover from the other its
reasonable attorneys' fees and costs in connection therewith in
addition to any other relief to which the prevailing party may be
entitled.

11.6 Licensee may assign the benefit of and/or any of its obligations
under this Agreement and/or any or all of its rights hereunder to any
of its subsidiary or associated companies or to any company acquiring
substantially or all, of its undertaking or assets or subsidiaries or
associates thereof.

11.7 In connection with the renewal of a Term and/or new Limited

Licensing Agreements for additional Licensed Works by the same
Licensor(s), Licensee may in the future offer and implement
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Internet-based electronic contract (e-contract) procedures which shall

be legally binding in the United States and internationally pursuant to
the Uniform Electronic Transaction Act (UETA), Electronic Signatures in
Global and National Commerce Act (ESIGN) and other state laws
authorizing electronic signatures. Licensor hereby acknowledges that
(a) Licensor's electronic signature of any such amendment to and/or
renewal of this Agreement shall legally bind Licensor with respect to
such amendment and/or renewal, and (b) Licensor shall not be entitled
to assert any claim that such amendment and/or renewal is not
enforceable against Licensor solely due to the fact that such amendment
and/or renewal was signed electronically by Licensor. Notwithstanding
the first sentence of this paragraph 11.7, Licensee shall provide paper
documents to Licensor for hand-written signature in the event Licensor
requests same in writing; provided, however, that the effectiveness of
any agreement previously signed electronically by Licensor shall not be
diminished by Licensor's request for paper documents.

IN WITNESS WHEREOF, the parties hereto have this day signed in the
spaces provided below to confirm the agreement reached.

LICENSOR:
1/9/2021
By: __________________________ Date_________________

FED ID # OR SS# REQUIRED (if missing please provide): 085-68-3764

Print Name as registered with PRO# Joaquin Velez
PRO Affiliation: BMI
CAE/IPI Number: 00388018046

ADDITIONAL WRITERS (IF ANY):

ADDITIONAL SIGNATORIES (IF ANY):

LICENSEE: Crucial Music Corporation

By: ______________________ Date:__________________

Tanvi Patel
President/CEO

EXHIBIT A

Original Compositions/Master Recordings: Invocation (Ancient Egyptian

Melody)
Licensed Work: CMP32835 Invocation (Ancient Egyptian Melody)
Artist: ÆUR
Composer, %, PRO: Joaquin Velez, 100.0%, BMI
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Dear Artist and Future Partner,

Congratulations! Your music has been accepted by us for placement in

the film/TV market. Accompanying this letter is a legal document, that
we would like for you to sign and return to us, which will allow us to
promote/market and license your material to third parties and pay you
for the use. Below you will find a brief summary of the agreement.
This will help you better understand the document, but we request that
you read it in it's entirety before signing. You can ask any questions
you like.

1.You are asked to confirm that you and your co-writers own your
masters and publishing, that all your songs are original, there are no
copyright protected samples used in the composition or master
recording, and you have the right to enter into this agreement with us.
If your masters are owned by a label, have your label contact us. If
you or your co-writers have an exclusive administration deal for your
publishing with someone like Bug Music, Cherry Lane, TuneCore
(publishing only), or another publishing entity, we can not represent
your catalog. If you or your co-writers have an exclusive full or
co-publishing agreement with another publisher, we can not represent
your catalog. If you or your co-writers have an exclusive film/tv
representation agreement with another company like Riptide, APM or 5
Alarm Music/Rescue Records, we can not represent your catalog. All
owners and co-writers must sign our agreement; verbal or written
agreements between the owners/writers assigning one person signatory
rights will not be accepted.

2. You authorize us to promote your music to our clients in the film,

television, commercial, cable, ringtone (and the like) industries;
secure placements, and issue non-exclusive licenses (for both the
master recording and the composition) to our clients who use your music
(synchronize) in their productions; and their associated soundtracks.

3. You authorize us to add a unique catalog identifier to the original

title, which will be called a Licensed Work (as listed on Exhibit A),
and will accompany the music when sent to our clients, and the name
used on the licenses. When the music is used, you authorize us to
register the Licensed Work (the unique catalog identifier plus the
original title) with your performing rights organization (PRO i.e.
ASCAP, BMI or SESAC) domestically and the appropriate foreign PROs and
MROs; and allow us to collect the publisher's share of the performance
income created by the use of your Licensed Work. You should NOT
register the Licensed Work (unique catalog identifier plus the original
title) as an alternate title on any current or future registration of
your song, as this will cause conflicts in our ability to collect the
publisher's share; if you do so, we'll ask you to remove it from your
registration. The performing rights organization will pay you directly
for the writer's share of the performance income created by the use of
the Licensed Work. If you are not a member of one of the above PROs,
you MUST register before you sign the deal with us. We DO NOT own your
publishing. We are only collecting 50% of the performance income for
the licenses we have generated. You are receiving the other 50% of the
performance income directly from the PRO. We will monitor the cue
sheets and PRO reports to make sure that you are paid your share, and
if a use does not show up on the report, we will track it down with our
client and the PRO.
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4. You authorize us to negotiate the license (master & synchronization)

fee with our clients, collect payment, and pay you 50% of what we
receive. We will negotiate the best rate based on the type of use.
We're not going to GIVE AWAY your music; no "free" use deals will be
made. Neither party makes money that way. Payments will be made
quarterly, if there is more than $50 accrued. If less than $50 is
accrued, payment will be carried over to next quarter.

5. You do NOT lose or GIVE UP any ownership of the copyrights in the

master recording or the composition. You are ONLY granting us a
NON-EXCLUSIVE right to pitch and license your music to our clients, and
share in the revenue for the placement we acquire. You can even
pitch/sell your songs yourself to the same clients under the original
title or any other title (other than the one we've assigned). You can
create and sell records, as long as you maintain ownership of the
master recording and composition. Your deal with us will not prohibit
you from doing anything with YOUR music.

6. Clients will be allowed to edit or alter the music to fit their

needs. Any alterations by the clients, will NOT create a new
copyright.

7. You will not be able to approve or deny the licenses we issue, due
to the nature of the shows or the type of uses, because of personal
"moral" reasons. You are waiving those rights.

8. We will not pay you for mechanical fees for the duplication of your
songs for promotional uses (i.e. pitching) or performance fees
associated with the audition of your music on our website (i.e. via
internet, email, hard-drive).

9. We only pay one check to the Licensor listed in the first paragraph,
even if more than one person has signed the agreement. It will be your
responsibility to pay additional signatories (ie those who have signed
the agreement), writers, vocalists, musicians, arrangers, producers
i.e. any third party you have a revenue sharing agreement with, out of
your share of the revenues. You are asked to confirm that your songs
were not recorded under an AFM or other union agreement utilizing union
musicians. Should this warranty be breached it will be your
responsibility to pay any union new use or re-use fees. We and our
clients are not responsible and will not pay any new use or re-use
union fees for the use of your songs.

10. The agreement lasts 3 years and will renew for additional 3 years
automatically. If you want us to stop working your music at the end of
the first 3 year term, just write us 60 days before hand telling us so.
We will remove your music from our site, business computers, and client
drives, within the end of the first full calendar quarter after the
termination date. For example, your contract expires February 1. 2009.
We receive a letter from you on December 1, 2008 that you want out of
the contract. We will remove all of your songs by June 30, 2009. If
your music is part of a 'blanket' agreement, meaning a client is given
x number of songs to use as much as they want for 4 years for an annual
payment, then we will remove your music when their contract expires.
You will continue receiving your share of the revenue for the 4th year.
We can not recall all of the individual CDRs or DVDRs that clients
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have. Any music we have in our possession will be destroyed. PLEASE

NOTE: Artists will not be released from their agreements prior to the
3-year term and will be auto-renewed for an additional 3 years if no
notice is given. Request for termination due to conflicts with other
non-exclusive agreements will be denied. Exclusive offers will be
reviewed on a case-by-case basis.

11. After Termination, we will immediately stop pitching your stuff.

However, we reserve the right to license your songs, if a client
received your music through us while you were under contract, but
didn't use the music until after you terminated your agreement. Again
you will receive your share of the revenue from this license.

12. Termination will not affect our ability to collect our share of the
performance income in perpetuity for the music we placed for you.
Meaning, we will both receive our performance income directly from the
PRO forever.

13. You have to provide a full version, an instrumental version and a

clean version if lyrics are explicit of your song to us with the signed
contract. If you don't have a clean version of your explicit song, it
will greatly limit our ability to place your song.

14. You have to provide an electronic document of your lyrics, and

their english translation of any foreign lyrics via email to
[email protected].

Best,

Tanvi Patel
President/CEO
Crucial Music Corporation

Joaquin Velez

1/9/2021