Music Publishing Agreement

THIS MUSIC PUBLISHING AGREEMENT is made on May 13, 2021, between Universal
Music Publishing Group 2100 Colorado Boulevard, Santa Monica, California, 90404 (hereinafter
"Publisher"), and Twangbomb 2016 Budday Road, Clarkleigh, Minnesota, R3N 0S5, (hereinafter
"Owner").

Whereas, the Owner owns and controls certain musical compositions which is referred to as
Musical Work throughout the document;

Whereas, Publisher is engaged in the business of music publishing and has certain facilities and
services available to it for the administration and exploitation of musical works; and
Whereas the Owner desires to grant the Publisher right to publish and control the Musical Work
and further desires to appoint Publisher to act as exclusive administrator of the Musical Work and
Publisher is willing to accept such ownership, control, and appointment.

NOW THEREFORE, in consideration of the conditions and covenants contained in this

Agreement, the parties agree as follows:

1. Description of Musical Work. The Owner owns and controls the Musical Work more
completely described as:

Twangbomb Composition Catalogue.

2. Grant of Rights. The Owner hereby, assigns, transfers and delivers to the Publisher the sole
and exclusive right to administer, control, use, exploit, and otherwise deal in and for the Musical
Work, all of which Publisher agrees to do according to best business practices generally prevailing
in the music publishing industry. The above grant includes by way of example but not limitation:

(a) The sole and exclusive right to print, publish, vend, and sell in all forms, printed editions of the
Musical Work, to authorize others to do so, and to collect all fees and royalties becoming due for
them;

(b) The sole and exclusive right to make and authorize others to make electrical, transcription,
mechanical, synchronization, dramatic, and commercial uses of the Musical Work and to collect all
fees and royalties becoming due for them;

(c) The sole and exclusive right (subject to the rights heretofore granted by Owner to the
performing rights societies with which Owner is affiliated) to publicly perform the Musical Work
for profit and to collect all fees and royalties becoming due for them;

(d) The sole and exclusive right to prosecute, defend, and settle any third party action or claim
relating to the Musical Work and the respective rights of Owner and Publisher therein. No such
action shall, however, be settled without the prior consent of Owner, such consent not to be

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unreasonably withheld; provided, however, that such consent shall not be required if Owner is then
in breach of a material representation, warranty, or obligation of Owner set forth in this
Agreement; and

(e) The sole and exclusive right to enter into agreements with related or unrelated third parties for
the so-called "sub publication" of the Musical work throughout the Territory and to collect all fees
and royalties becoming due thereunder.

3. Representations and Warranties of the Parties. Owner represents and warrants to

Publisher that: (a) It has the full right, power, and authority to enter into this Agreement and to
grant to Publisher all rights purported to be granted to Publisher; (b) The Owner has full rights over
the Musical Work and is protectable by copyright in the Territory, and the administration, control,
use, and exploitation thereof by Publisher will not subject Publisher to liability of any kind to any
third party; (c) the Musical Work has not heretofore been published, (d) there are and will be no
liens or encumbrances upon the Musical Work and Owner has not heretofore and will not
hereafter solicit or accept any advance from any third party which would in any manner diminish
the monies available to Publisher for the use, administration, or exploitation of the Musical Work.

Publisher represents and warrants to Owner: (a) Publisher is, and will be during the term, active in
the U.S. and, through licensees or collection agents or societies elsewhere in the Territory, in the
business of music publishing; and (b) Publisher has the full right, power, and authority to enter into
this Agreement and to grant to Owner all of the rights purported to be granted to Owner.

4. Compensation

Advance Amount. The Publisher shall pay an amount of $500,000.00 as an advance fully
creditable against royalties to be paid hereunder.

Payment of Royalty. Publisher agrees to pay the Owner, during the original term and any
renewals of the copyright throughout the world, royalties with respect to the Musical Work, as
follows:

50%.

Publisher shall render to Owner a written statement of account as to the royalties becoming due to
Owner under this Agreement within ninety (90) days after the expiration of each calendar year that
Publisher's rights in the Musical Work shall persist. Each such statement shall be accompanied by
payment of the amount (if any) shown to be due. Each such statement shall be an account stated,
final and binding and not subject to any objection for any reason whatsoever by Owner, unless
Publisher shall have received written notice of objection specifying the items objected to and the
factual and contractual basis of objection from Owner within a reasonable period from the date of
any such statement, then that portion of the statement not objected to shall be an account stated as
aforesaid.

5. Books and Records. Owner may cause such of Publisher's books of account to be inspected

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and abstracted at Owner's expense by a certified public accountant as shall be necessary to verify
the accuracy of any accounting statement rendered to Owner which has not become an account
stated as provided, however, that: (a) No more than one such inspection shall be permitted in any
calendar year;(b) Owner may not appoint an accountant to conduct any such inspection who is
then directly or indirectly (in the latter instance through the firm by which he is then employed)
engaged in another inspection of Publisher's books of account or who proposes to conduct such
inspection on a contingent fee basis; (c) No more than one (1) such inspection may be made of
Publisher's books of account as to any six (6) month calendar period; (d) No inspection shall be
permitted to any accountant who refuses to confirm to Publisher in writing not to disclose the
results of his audit report, except to Owner and as may be required in the prosecution of any legal
proceedings commenced thereon; and (e) Owner shall have no right of audit or inspection other
than as permitted and restricted.

6. Term. This Agreement shall be effective as of the date first set forth above and, shall expire on
May 13, 2026. This Agreement shall be automatically renewed for successive 3 periods upon the
same terms, conditions, and covenants herein contained, unless either party gives written notice of
termination to the other party prior to the date of expiration of their intent not to renew.
Notwithstanding the foregoing, this Agreement shall be earlier terminated by mutual agreement of
the parties or either party may terminate the Agreement by providing 30 written notice to the other
party.

7. Indemnification. Each party shall indemnify and hold the other harmless from any loss,
damage, or expense arising from a breach by the indemnifying party of any of its representations or
warranties contained in this Agreement. Prompt written notice of any claim to which the foregoing
indemnity relates shall be given by the indemnified party to the indemnifying party and the
indemnifying party shall have the right to participate in the defense thereof with counsel of its
choosing at its expense.

8. Attorney's Fees. In litigation between Owner and Publisher, the prevailing party shall be
entitled to recover from the other attorneys' fees in addition to any and all other costs and awards.

9. Relationship of Parties. Nothing contained in this Agreement shall be construed or interpreted

as constituting a partnership, joint venture, agency, or employer/employee relationship between the
parties. No third person is intended to be a third party beneficiary hereof.

10. Amendment and Waivers. Any term or provision of this Agreement may be amended, and
the observance of any term of this Agreement may be waived only by a writing signed by the party
to be bound thereby.

11. Non-waiver. The failure of any party to enforce at any time any of the provisions of this
Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce any
such provision.

12. Severability. If for any reason a court of competent jurisdiction finds any provision or portion
of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the

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maximum extent permissible so as to affect the intent of the parties, and the remainder of this
Agreement will continue in full force and effect.

13. Notices. Any Notices which either party desires or is required to give to the other shall be in
writing, sent postage prepaid, certified or registered mail, return receipt requested, and shall be
addressed in the addresses of the parties in the beginning of the Agreement. The date of mailing
shall be the date of the giving of notice.

14. Entire Agreement. This Agreement constitutes the entire understanding between the parties.
It shall not be modified except in writing signed by the parties.

15. Assignment. A party may not assign any of its rights or obligations under this Agreement
without the prior written consent of the other parties. This Agreement shall be binding upon and
inure to the benefit of the each party and its respective successors and permitted assigns.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original as regards to any party whose signature appears thereon and all of which
together shall constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts of it, individually or taken together, bear the signature of each of the
parties. Each party shall execute and deliver to the other and to third persons such other and
further instruments and correspondence as shall be reasonably required to effectuate the intents
and purposes hereof.

17. Headings
Headings and titles in this Agreement are for reference purposes only and do not constitute part of
this Agreement and are of no legal force or effect.

18. Governing Law

This Agreement shall be governed by the laws of the State of Minnesota.

19. Signatories
This Agreement shall be signed by on behalf of Universal Music Publishing Group by Jody Gerson,
its Chief Operating Officer of UMPG, and on behalf of Twangbomb by Chayce Loewen, its CEO
of CDL Industries. The Agreement is effective as of May 13, 2021.

PUBLISHER:

By: ___________________________________ Date: __________________

Universal Music Publishing Group
By: Jody Gerson, Chief Operating Officer of UMPG

OWNER:

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By: ___________________________________ Date: __________________
Twangbomb
By Chayce Loewen. CEO of CDL Industries

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