THIS DIGITAL CONTENT DISTRIBUTION LICENSE AGREEMENT

(“Agreement”) is made this 1st day of June 2017 (“Effective Date”).

PARTIES

1. Ogungbemi Olabode (Bode Blaq) of DBG entertainment (the

“Licensor”)

2. INGLE MIND CONCEPT, a company incorporated under the laws

of the Federal Republic of Nigeria, having its registered office at 2b
Montgomery Road, Friends Colony Estate,Agungi, Lagos (the
“Licensee”).

The Licensor or Licensee may be referred to individually as “Party”, or

collectively as “the Parties”.

BACKGROUND
A. The Licensor represents that it is the legal and equitable owner and
has all copyrights, master rights and all other digital rights of a like
nature and authority in the musical compositions more particularly
described in Schedule A of this Agreement (the “Musical Works”).

B. The Licensee is a mobile and digital value added service provider,

aggregator and or reseller of audio and audio-visual content.

C. The Licensee wishes to acquire from the Licensor the rights to sell,
license, sublicense, and distribute the Licensor’s Musical Works to
third parties authorized under applicable laws to operate mobile
telecommunications networks and or websites, customers, digital
content aggregators and other digital platforms (“Digital Resellers”)
in the countries specified in the table under Clause 3.1 (“Territory)
in accordance with this Agreement.

D. The Licensor has agreed to provide the Musical Works to the

Licensee to hold, resell, sublicense, distribute and deal within the
purposes set out in recital (C) above on the terms set out in this
Agreement.

The Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Musical Works means the Licensor’s musical compositions

listed in Schedule A, and such other additional musical

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 compositions to be provided by the Licensor in accordance with
Clause 4.1.

1.2 Product(s) include SMS tones, ringtones, screensavers,

songmail, video ringers, video content, audio and streaming
services, full music downloads, themes, full tracks, video clips,
caller ring back tune services and other digital derivative
products utilizing the Musical Works.

1.3 Digital Reseller means third parties authorised under

applicable laws to operate mobile telecommunications networks,
websites and or other digital platforms in the Territory and
permitted by virtue of this Agreement to resell, distribute and
sublicense the Musical Works.

1.4 Territory means such countries as specified in the Table

provided in Clause 3.1.

2. DURATION

2.1 Unless terminated in accordance with any of the provisions of

Clause 11, this Agreement shall commence on the Effective Date
and shall continue for a period of one (1) year only (“Term”).

2.2 This Agreement shall renew automatically on the expiration of

the Term for successive Term of one (1) year unless either party
gives notice of non-renewal three (3) months prior to the
expiration of the current Term.

3. LICENSE

3.1 The Licensor hereby grants to the Licensee and the Licensee
accepts the free license (“License”) in the manner reflected in
the table below, to sell, sublicense, reproduce and distribute the
Musical Works in the Territory for the duration of the Term
granted under this Agreement.

Territory Exclusivity Provision

1 Nigeria
Exclusive

2 Ghana, Benin,Kenya,
Uganda,Tanzania, Sierra Non- Exclusive
Leone, Liberia,Rwanda,
Malawi, Madagascar,South
Africa , Europe & America

3.2 This Agreement shall operate as a license to utilize the Musical

Works for the purposes of the Products and the Licensor

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 acknowledges that the Products are not exhaustive, but shall
include additional digital content and additional modes of
transmission and types of exploitation through which the
Musical Works can be utilized.

3.3 The Licensor shall refrain from actively seeking end-users or

Digital Resellers in the Territory where the Licensee has
exclusive rights.

3.4 The Licensor shall supply the Licensee with its existing
catalogue for marketing, sub-licensing, resale and distribution
of the Musical Works under this Agreement.

4. OBLIGATIONS OF THE LICENSOR

4.1 The Licensor may keep the Licensee informed of any additional
Musical Works and shall from time to time update Schedule A by
furnishing the Licensee with such additional Musical Works
under its authority for use in accordance with this Agreement.

4.2 The Licensor undertakes from time to time to render adequate

assistance to the Licensee to support any key releases of
Products utilizing the Musical Works.

5. OBLIGATIONS OF THE LICENSEE.

5.1 The Licensee shall discuss with the Licensor, applicable

marketing initiatives that the Parties may implement to support
key releases provided the Licensor has provided the Licensee
with a schedule of proposed release dates for the Products in
the Territory.

5.2 The Licensee shall make necessary payments to the Licensor as

and at when due, in accordance with Clause 6.

5.3 The Licensee shall make available a complete report of

downloads of the Musical Works to the Licensor every quarter
upon receipt of the information from the Digital Resellers and
shall where practicable, work with the Digital Resellers to allow
the Licensor have access to daily usage logs.

5.4 The Licensee shall provide the Licensor with unhindered access
(login facility) to the transaction reporting mechanism relating
to the Musical Works on its platform and on the platforms of any
and all Digital Resellers.

5.5 The Licensee shall utilize its best endeavors to ensure that the
Digital Resellers use efficient marketing strategies including but
not limited to SMS broadcasts, end-of-call notifications and

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 other promotional media to create awareness of the Products to
end users.

6. PAYMENT

6.1 In consideration for the License granted, the Licensee shall on a

quarterly basis, share revenue generated as a result of the
performance of this agreement on a 60:40 ratio with the
Licensor, after deduction of the Digital Resellers deductions or
commissions, value added tax (VAT) and other applicable fees
and charges.

6.2 Further to Clause 6.1, the Licensee shall make due payments to
the Licensor within five (15) working days of the end of every
quarter, provided however that the Licensee has received the
necessary payment from the Digital Resellers.

7. USE OF TRADEMARKS

7.1 The Licensor hereby grants the Licensee the license to use such
trademarks, trade names, service marks, logotypes, or brand
identifiers of the Musical Works, the Licensor and its affiliates
as the Licensor may from time to time require enabling the
Licensee exercise its rights and performing its obligations under
this Agreement.

8. LIABILITY

The Licensor shall indemnify the Licensee on demand against all

costs, claims, demands, expenses and liabilities of whatsoever
nature arising out of or in connection with any claim that the
use or possession of the Musical Works as permitted under this
Agreement infringes the Intellectual Property Rights of any
third party

8.1 The Licensor shall indemnify, defend, and hold harmless the
Licensee, from and against any and all liabilities, losses,
expenses, and claims arising as a result of any breach by the
Licensor of any of the terms, representations and warranties
contained in this Agreement.

8.2 Neither party shall be liable to the other party for special,
indirect, consequential, exemplary, punitive or incidental
damages, or for any lost profits or goodwill, business
interruption and the like, whether such losses are direct,
indirect or otherwise classified, relating to this Agreement. In
no event will either party’s total aggregate liability for a dispute
arising out of or relating to exceed the total fees paid/payable if

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 due by the Licensee to the Licensor during the Term of this
Agreement.

9. FORCE MAJEURE

9.1 Neither Party shall have any liability under or be deemed to be

in breach of this Agreement for any delays or failures in
performance of this Agreement, which result from
circumstances such as earthquakes, flood, accident, fire,
hurricane, act of God or of public enemies, war, national
emergency, invasion, insurrection, riots, strikes, picketing,
boycott, Acts, restrictions, regulations, bye-laws, prohibitions or
measures of any kind on the part of any governmental authority.

10.WARRANTIES

10.1 The Licensor warrants that it has not granted and shall not
grant any third party within the Nigerian Territory,
assignments, licenses, permits and or authorizations in respect
of the Musical Works for the production and delivery of the
Products.

10.2 The Licensor warrants and represents to the Licensee that it

has the right, power and authority to enter into this Agreement
and grant the License on the terms set out in this Agreement.

11.TERMINATION

11.1 Unless earlier terminated in accordance with any of the

provisions of this Clause 11, this Agreement shall automatically
terminate on the expiration of the Term as indicated in Clause
2.

11.2 Either Party may terminate this Agreement in the event of the
other Party’s material breach under this Agreement provided
however that the defaulting Party has first received notice of
the complaint from the non-defaulting Party, and failed to take
reasonable steps to remedy such material breach within thirty
(30) days of the date of such first notice.

11.3 Either Party may also terminate this Agreement in the event
that the other Party shall become insolvent, be adjudicated
bankrupt pursuant to a court order, or file by way of petition or
answer a debtor’s petition or other pleading seeking adjustment
of its debts, under any bankruptcy or debtor’s relief laws now or
subsequently prevailing.

11.4 The termination of this Agreement shall be without prejudice to

the rights of the Parties accrued up to the date of such

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 termination nor shall it affect the coming into force or
continuance in force of any provision of this Agreement which is
expressly or by implication intended to come into or to continue
in force on or after such termination.

12.INFRINGEMENTS

12.1 The Licensor shall take all reasonable steps available to restrain
infringements by third parties of any rights in the Musical
Works, which might hinder the ability of the Licensee to exploit
its License under this Agreement and the Licensee undertakes
to immediately inform the Licensor of the existence of any
infringement that may come within its knowledge during the
Term.

13. CONFIDENTIALITY

13.1During the Term of this Agreement, all confidential and/or

proprietary information, whether oral, written or contained in
any medium whatsoever, that is made available by any Party
(the "Disclosing Party") to the other Party (the "Recipient") shall
be kept strictly confidential and such information shall not be
divulged to any third party without the prior written consent of
the Disclosing Party, except to legal, accounting and financial
advisers of the Recipient or third parties providing services with
respect to the relationship, and provided that such advisers or
other third parties agree to maintain the confidentiality of such
information.

13.2The Licensor shall not make any public statement or press

release regarding this Agreement or otherwise regarding its
relationship with the Licensee without the Licensee's prior
written consent.

14.NOTICES

All notices given under this Agreement shall be in writing in the

English language and all, notices or written instructions to be given
under this Agreement shall be deemed properly delivered when
delivered by hand to the other Party or duly mailed by registered
courier to the other Party at its address set out below or to such
other address as either Party may, by written notice, designate to the
other:

Licensor:

Name: Ogungbemi Olabode

Address: 24 aiyegbami street Ibeju Lekki Lagos
Tel: 07065285904

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 Fax: ……………
Email: bodeblaq@gmail.com
Attention: Mr. / Mrs. ……..

Licensee:

INGLE MIND CONCEPT

Address:
Tel:
Fax:
Email:
Attention: The Artiste Mgr
15.ASSIGNMENT

The Licensee may upon written notification to the Licensor, assign

all or part of its obligations under this Agreement. The Licensee
shall however remain absolutely liable to the obligations within this
agreement and to the Licensor, for any and all breaches of the
agreement by its assignee.

16.ENTIRETY

This Agreement constitutes the entire agreement of the Parties with

respect to this Agreement and supersedes all previous
understandings, commitments or undertakings between the Parties,
whether oral or written.

17.VARIATION

No amendment, modification or variation of this Agreement shall be

effective unless in writing and signed by the Parties.

18.SEVERABILITY

Each of the provisions of this Agreement is severable and distinct

from the others and if at any time one or more of such provisions is
or becomes invalid, illegal or unenforceable, the legality, validity and
enforceability of the other provisions of this Agreement shall not in
any way be affected or impaired.

19.LANGUAGE, GOVERNING LAW AND DISPUTE RESOLUTION

19.1 This Agreement is in the English Language, which language

shall regulate all matters relating to the construction or

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 interpretation of this Agreement and the settlement of any
disputes under the same.

19.2 This Agreement shall be governed by and construed in

accordance with the Laws of the Federal Republic of Nigeria.

19.3Any dispute arising out of or relating to this Agreement,

including any question regarding its existence, validity or
termination, which cannot be amicably resolved by the Parties,
shall be settled before a sole arbitrator to be appointed by
mutual agreement of the Parties, in accordance with the Lagos
State Arbitration Law, 2009, in Lagos and judgment upon the
award rendered by the arbitrators may be entered in any court
having jurisdiction. A dispute shall be deemed to have arisen
when any Party notifies the other Party in writing to that effect.
In the event that the Parties are unable to mutually agree on a
sole arbitrator within fourteen (14) days after a dispute has
arisen, such arbitrator may be appointed on the application of
either Party, by the Chairman of the Chartered Institute of
Arbitrators (Nigeria Branch).

[Schedule A follows]

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 SCHEDULE A
MUSICAL WORKS

These include the musical compositions listed below and such additional musical
compositions under the authority of the Licensor:

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IN WITNESS OF WHICH the Parties have duly executed this Agreement as of the
Effective Date.

The Common Seal of

……………….
was affixed in the presence of:

Bode Blaq Akindipupo Oluwafemi

-------------------------------------- -----------------------------
Artiste LABEL/DIRECTOR

The Common Seal of

INGLE MINDINGLE MIND CONCEPT
was affixed in the presence of:

-------------------------------------- -----------------------------
INGLE MIND CONTENT MGR COUNTRY MANAGER

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