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PRO-ARTIST AGREEMENT

This investment agreement (Agreement) is entered into as of May 1, 2014 by and between:
________ (the Artist) a corporation with an address at _____________ furnishing the services
of __________ (Artist) and ________ (Investor) with an address at
________________________.

Note that the Artist is entering into this agreement, not as an individual, but via a furnishing
company. See the discussion regarding Limited Liability in the Introduction.

WHEREAS the parties to this Agreement seek to advance the career of Artist, they agree as
follows:

1. INVESTMENT: Investor agrees to invest a minimum of Two Million Dollars


($2,000,000) (the Investment) and a maximum of Two Million Five Hundred Thousand
Dollars ($2,500,000) pursuant to the terms of this Agreement. The Investment shall be paid
directly to Company. The parties agree that the Company shall use the Investment to advance the
career of the Artist in the Entertainment Industry (as defined below) and to satisfy the goals set
forth in the marketing plan attached as Schedule A (the Marketing Plan), provided that
Company reserves the right to change the Marketing Plan if Company reasonably believes that
such changes would enhance the career of the Artist.

A marketing plan is a comprehensive blueprint that sets forth a companys (or in this case an
Artists) advertising and marketing efforts for a period of time. It includes a budget and
specifications of what the Artist intends to do with the money. For instance, it may include
amounts for hiring a publicist, and/or an indie radio promoter. It will also include detailed
estimates of the Artists earnings. These projections may be key in an investors decision to
support an artist.

Note that in this pro-Artist agreement, the Artist reserves the right to use the Investment for
other expenses than in the Market Plan presented to the Investor if the Artist feels that the
money could be better spent on other activities as the circumstances of the Artists career
change.

2. PAYMENT DATES:

a. Five Hundred Thousand Dollars ($500,000) shall be payable to Company upon


execution of this Agreement. Said amount shall be paid to a bank account (Account) owned by
Company as a check payable to Artist.

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b. Company shall have the right to withdraw funds from the Account in accordance with
the purposes of this Agreement.

c. Investor shall replenish the Account at any time that there is less than $20,000 in the
Account. For the avoidance of doubt, if at any time there is less than Twenty Thousand Dollars
in the Account Investor will place at least enough money in the Account so that it will equal Five
Hundred Thousand Dollars ($500,000).

d. It is understood and agreed that Investor shall not pay any Expenses directly but rather
that Investor will make sufficient funds available for Company to pay Expenses.

e. The parties hereto agree that the purpose of Investor replenishing the Account is to
allow Artist to pay Expenses to advance the Artists career, and the parties anticipate that at least
Two Million Dollars ($2,000,000) will be required to invest in the Artist in order to generate Net
Profits as defined below provided that if additional funds are required up to the amount of Two
Million Five Hundred Thousand Dollars ($2,500,000), Investor shall make such additional funds
available.

Although this is a pro-Artist agreement, the investment is so large that a limited number of
installments is reasonable.

f. The Company shall have full discretion and the right to exercise independent judgment
without approval form Investor with respect to paying any individual expense up to Seventy Five
Thousand Dollars ($75,000). For any individual expense in excess of Seventy-Five Thousand
Dollars, Investor shall have the right to approve such expense, provided that approval shall not
be unreasonably denied if the Expense is in the best interests of advancing Artists career.

This is a reasonable control on spending.

3. INVESTMENT RETURN: As consideration for the Investment, Investor shall receive a


total of forty per cent (40%) of Net Profits (as defined below) earned by Artist from the
Entertainment Industry. Such consideration shall be referred to herein as the Investment
Return.

This rate of return is on the high side but is in proportion to the large sum invested.

4. COMPANY: Company shall use best efforts to launch, sustain, and advance the Artists
in the Entertainment Industry. It is agreed at all times during the Term of this Agreement that
the Artist shall be a shareholder and an officer in the Company.

5. DEFINITIONS:

a. Net Profits, for the purposes of this Agreement, shall mean Gross Earnings as
defined below minus Expenses. Gross Earnings, for the purposes of this Agreement, shall
mean all income actually received by Company or Artist from the Artists activities in the
Entertainment Marketing including performance fees, sponsorship fees, endorsement fees,

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advances, guaranties, recording royalties, salaries, bonuses, deferred compensation, union
payments, equity or shares in corporations or partnerships, shares of profits, or any other form of
compensation or income. Notwithstanding anything to the contrary in the foregoing: (i) the
Investment shall not be deemed to be Gross Earnings, and (ii) salaries, benefits including
insurance and pensions, and/or any other fees paid to employees or agents of Company or Artist
shall not be deemed to be Gross Earnings.

b. Expenses, for the purposes of this Agreement, shall mean (i) any actual recording or
video production costs paid to unaffiliated and unrelated third parties in connection with Artists
recording or video recording of the Artist, (ii) any actual tour support costs, including sound,
lighting, equipment rental, transportation, accommodations and lodging paid in connection with
Artists live performances, (iii) any actual bona fide documented payments to any third party in
connection with advancing the Artists career in the Entertainment Industry such as monies paid
in connection with marketing, public relations, publicity, branding and image consulting, website
development, artist management, marketing management, booking agents, accounting and legal
fees, photography, wardrobe and styling, radio promotion, manufacturing and packaging, digital
distribution or any other out-of-pocket expenses incurred in connection with the Artist activities
in the Entertainment Industry; (iv) any monies needed to maintain corporate offices and a
recording studio including rent, furnishings, recording equipment, electricity, phone, any
computers, etc., (v) up to Five Hundred Thousand Dollars ($500,000) for any salaries and/or
benefits paid to employees or agents of the Artist, and (vi) all taxes payable by the Artist
including federal, state and city income taxes, and sales taxes.

c. Entertainment Industry, for the purposes of this Agreement, shall mean Artists
activities in the entertainment industry as follows: (i) live performance as a music performer or
dancer; (ii) music recordings and records including sale, lease or rental of music recordings in
any media throughout the world now know or hereafter developed; (iii) music videos and concert
films; (iv) all aspects of motion pictures and the motion picture Marketing including
performance, directing, writing and producing; (v) all aspects of television and the television
Marketing including performance, directing, writing, and producing, (vi) licensing music
recordings for television, movies, commercials, and electronic or video games; (vii) merchandise
of any sort including clothes, posters, stationary, etc., or endorsements of any product or service;
(viii) any project associated with digital entertainment content involving the Internet, mobile or
any other technology now known or hereafter developed; (ix) all aspects of book publishing
including writing; (x) all aspects of live theatre and the theatre Marketing including acting,
performing, directing and producing. For the avoidance of doubt this Agreement does not
pertain or apply to any income received on behalf of any other artists or individuals except the
Company or Artist.

6. CAP ON INVESTMENT RETURN: Notwithstanding anything to the contrary herein


there shall be a cap of ten (10) years (the Term) from the date of this Agreement. For
avoidance of doubt, the Investors right to collect monies from Artist shall terminate ten (10)
years from the date of this Agreement so that there shall be no obligation to pay Investor any
share of any monies received by Company or Artist after said date.

The long term is in proportion to the large investment.

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7. ACCOUNTING AND PAYMENT: Company shall account to Investor on a semi-annual
basis starting July 1, 2014 and continue so long as Net Profits are earned, by furnishing
statements and any payments due to Investor after deduction of permissible Expenses. Each such
accounting statement shall include a description of any transaction subject to this Agreement
including identification of any third party, the amount paid and the nature of the products and/or
services for which payment was made. Each such accounting statement shall cover all relevant
transactions for the immediately preceding semi-annual period.

8. AUDIT:

a. Investor shall have the right, at any time, to give Company written notice of Investors
intention to examine Company's books and records with respect to each royalty statement. Such
examination shall occur no more than once each year and be commenced no sooner than one (1)
month and no later than three (3) months after the date of such notice, at Investors sole cost and
expense, by any certified public accountant or attorney designated by Investor, provided that he
or she is not then engaged in an outstanding examination of Company's books and records on
behalf of a person other than Investor. Such examination shall be made during Company's usual
business hours at the place where Company maintains the books and records which relate to
Investor, and which are necessary to verify the accuracy of the statement or statements specified
in Investors notice to Company. Company shall have no obligation to produce such books and
records more than once.

b. Unless Investor provides a notice to examine Companys books and records within
six (6) months of receipt by Investor of any royalty statement, each such statement rendered to
Investor shall be final, conclusive and binding on Investor and shall constitute an account stated.
Investor shall be foreclosed from maintaining any action, claim or proceeding against Company
in any forum or tribunal with respect to any statement or accounting rendered hereunder unless
such action, claim or proceeding is commenced against Company in a court of competent
jurisdiction within one (1) year after the date that such statement or accounting is received by
Investor.

c. Investor acknowledges that Company books and records contain confidential trade
information. Neither Investor nor Investors representatives will communicate to others, or use
on behalf of any other person, any facts or information obtained as a result of such examination
of Company's books and records, except as may be required by law or judicial decree.

9. LEGAL COUNSEL: Investor hereby acknowledges that he has sought and received legal
advice from independent counsel or that he has voluntarily waived his right to independent
counsel with respect to the terms and provision contained in this Agreement. Investor
acknowledges that the Entertainment Industry is a highly risky business and that he may not be
re-paid or earn any Net Profits.

Note that the contact makes clear that the Investor may never recoup his investment.

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10. INDEPENDENT CONTRACTOR: Investor and Company shall have the relationship of
independent contractors. Nothing herein shall be construed to place Investor and Company in
the relationship of principal and agent, employer and employee, master and servant, partners, or
joint venturers, and neither party shall have expressly or by implications, represented themselves
as having any authority to make contracts in the name of, or binding on, each other, or to
obligate the other in any manner.

11. NOTICES: Notices, reports, accountings or other communication which the Investor or
Company may be required or desires to send to the other, must be delivered EITHER by

a. certified mail, return receipt requested to the parties at the addresses first written
above or other address to be designated by Investor or Company.

b. electronic mail at the following addresses:


(i) for Company: ___________@___
(ii) for Investor: ___________@___

12. ASSIGNMENT: Investor may assign this Agreement or any of his rights hereunder to
any person, firm, or corporation including a corporation in which the Investor is a principal,
provided that (i) Investor shall remain responsible for any payments required to be made under
this Agreement, and (ii) the assignee has the necessary cash on hand to make any payments
required under this Agreement. Notwithstanding the foregoing, Company may not assign this
agreement or any of its obligations herein.

13. ENTIRE UNDERSTANDING: This Agreement constitutes the entire understanding


between the parties with reference to this matter, and supersedes all prior agreements, written or
oral. This Agreement cannot be modified except by written instrument signed by the parties.

14. GOVERNING LAW: This Agreement is made, and is to be construed under the laws of
the State of New York with respect to contracts to be executed and performed in this State.

15. ENFORCEMENT: If any provision of this Agreement shall be found invalid or


unenforceable, then such provision shall not invalidate or in any way affect the enforceability of
the remainder of this Agreement.

AGREED TO AND ACCEPTED:

INVESTOR COMPANY f/s/o ARTIST

By: By:
Name: __________________ Authorized Signatory

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