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ARTIST BRAND PARTNERSHIP AGREEMENT PROPOSAL

1. Structure: The Artist and Columbia would enter into a venture which would do business as the [ARTIST
NAME] Venture.

2. Territory: The territory would be worldwide.

3. Term: The term would be for 10 years.

4. Contributions: During the term, the Artist would contribute the Artist’s creative services in all entertainment
fields exclusively through the [ARTIST NAME] Venture and the [ARTIST NAME] Venture would exclusively
administer and exploit all such services. “Entertainment fields” would include recording, touring, merchandising,
sponsorships, endorsements, advertising, websites, music publishing, acting and other appearances, as well as name,
likeness and trademark rights. Columbia would contribute to the [ARTIST NAME] Venture Columbia’s creative
direction, sales and marketing expertise, financial backing, worldwide distribution, and administrative support.

5. Agreements: All agreements made during the term with third parties regarding the exploitation of the
foregoing rights would be entered into by the [ARTIST NAME] Venture on the behalf of the Artist and Columbia and
would be subject to the mutual approval of the Artist and Columbia.

6. General Business Plan: At the beginning of each year of the term, and from time to time as mutually agreed,
the Artist and Columbia would meet to discuss the business plan for the upcoming year (the “Plan”). The Plan shall
include: the Artist’s commitment to create and deliver content and to perform all appropriate touring, marketing and
promotional functions to make the Artist a success, Columbia’s release commitments, a marketing plan, and a plan
and review of all lines of business, artist development, and product development, as well as the necessary anticipated
expenditures.

7. Music Distribution: Columbia would make decisions on behalf of the [ARTIST NAME] Venture regarding
the worldwide distribution of music owned by the [ARTIST NAME] Venture. Such distribution would be on a P&D
basis or similar basis for U.S. exploitations with 100% of the net proceeds paid the [ARTIST NAME] Venture. If
Sony BMG Music Entertainment is the distributor in the United States, the distribution fee would be 20% for U.S.
sales. If Sony BMG Music Entertainment is the distributor outside the United States, the net proceeds pool would be
credited with a top-line royalty of 22.5% of PPD, calculated without container charges or configuration deductions,
and based on 100% of net sales less actual free goods/discounts only. If Sony BMG Music Entertainment is not the
distributor, then the distribution fee shall equal the fee charged by the distributor plus 7.5%. Other terms for such
distribution would be in accordance with Sony BMG Music Entertainment’s standard terms and conditions but would
be subject to good faith negotiation between the [ARTIST NAME] Venture and Distributor.

8. Financial Commitments: As part of Columbia’s contribution to the [ARTIST NAME] Venture, Columbia
would make a minimum of $[______] in capital contributions to the [ARTIST NAME] Venture, as set forth on
Schedule “A”.

9. Creative Approvals: Mutual.

10. Revenue Share: The Artist and Columbia would share revenue received by the [ARTIST NAME] Venture in
accordance with the following percentages:

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Activity Artist Share Columbia Share


Recorded content/content licensing 50% of net proceeds 50% of net proceeds
Touring/live music performance 100% of revenue, less 15% of revenue less only applicable
engagements applicable third party third party sales commissions/fees
sales commissions
/fees, Columbia’s
share, and costs
Sponsorships, endorsements, advertising 50% of net revenue 50% of net revenue after applicable
revenue after applicable third third party sales commissions/fees
party sales
commissions/fees
Music publishing 50% of net revenue 50% of net revenue
Non-musical performances/appearances, 75% of net revenue 25% of net revenue
acting and other revenue
Merchandise 50% of net revenue 50% of net revenue

"Net proceeds" from recorded content and content licensing means all revenue from the sales or exploitations of
recorded content and content licensing ("gross billings"), less the applicable distribution fee, 120% of all direct costs
paid or incurred by Columbia in connection with the [Artist Name] Venture (which shall be reimbursed to Columbia
out of gross billings), and less returns, credits and reasonable reserves. All other revenue collected by the [ARTIST
NAME] Venture would be uncrossed and would be paid to the Artist and Columbia regardless if Columbia has earned
back its investment in the [ARTIST NAME] Venture. Revenue from touring/live music performance engagements
would be distributed promptly following the receipt of such income. Revenue from all other sources would be
distributed on a semi-annual basis in accordance with paragraph 12 below.

11. Bonus Revenue Share: Notwithstanding the foregoing, once Columbia’s share of revenue achieves Target
ROI (as defined below), then the allocation of revenue would be modified as follows:

Activity Artist Share Columbia Share


Touring/live music performance 100% of gross, less 7.5% of gross after applicable third
engagements applicable third party party sales commissions/fees
sales commissions/fees,
Columbia’s share, and
costs
Sponsorships, endorsements, advertising 75% after applicable 25% after applicable third party sales
revenue third party sales commissions/fees
commissions/fees
Music Publishing 75% 25%
Merchandise 75% of net revenue 25% of net revenue

As used above, ”Target ROI" means when revenue distributed or credited to Columbia as Columbia’s share of
revenue from the [ARTIST NAME] Venture equals or exceeds five (5) times all direct, out-of-pocket costs incurred
and paid by Columbia in connection with the [ARTIST NAME] Venture.

12. Accounting. Columbia would be responsible for administering, collecting, and disbursing all revenue on

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behalf of the [ARTIST NAME] Venture. The [ARTIST NAME] Venture would account to the Artist and Columbia
semiannually. With respect to any income collected by the Artist on behalf of the [ARTIST NAME] Venture, the
Artist would account to the [ARTIST NAME] Venture and Columbia would conduct a reconciliation of the [ARTIST
NAME] Venture’s accounts on a semi-annual basis. The Artist and Columbia would each have standard audit rights.

13. End of Term: The following would apply at the end of the term:

a. The Artist would continue to receive 50% of the net revenue from recorded content /content
licensing.

b. Columbia would continue to administer, collect, and disburse all revenue derived from the other
services described in paragraph 10 above rendered during the term and all agreements entered into during the term,
and such revenues would continue to be allocated in accordance with the terms of paragraphs 10 and 11 above;

c. [NOTE - LIKELY TO BE REMOVED] In the event Columbia’s investment in the [ARTIST NAME]
Venture has not reached “Break-even” (as defined below) at the end of the term, Columbia would also be entitled to
collect revenue from touring, live music performance engagements, sponsorships, endorsements, music publishing,
non-musical performances and appearances, acting, and merchandise rendered by or related to the Artist after the term
of the [ARTIST NAME] Venture, and such revenues would be allocated in accordance with the terms of paragraph 10
above, until such time as Columbia’s investment in the [ARTIST NAME] Venture reaches Break-even (this
subparagraph 13(c) would not apply in the event the term ends under paragraph 15 below); and

d. At the end of the term (or the date on which Columbia’s investment in the [ARTIST NAME] Venture
reaches Break-even in the event subparagraph 13(c) above applies), Columbia would be entitled to receive 5% of the
Artist’s net revenue from touring, live music performance engagements, sponsorships, endorsements, music
publishing, non-musical performances and appearances, acting, and merchandise rendered by or related to the Artist
after the term of the [ARTIST NAME] Venture for a period ending on the earlier of (i) five (5) years or (ii) the date
on which Columbia’s investment in the [ARTIST NAME] Venture reaches Target ROI (this subparagraph 13(d)
would not apply in the event the term ends under paragraph 15 below).

As used above, “Break-even” means when all revenue paid or credited to Columbia from the [ARTIST NAME]
Venture as Columbia’s share of revenue from all revenue sources equals 120% of all direct, out-of-pocket costs paid
and incurred by Columbia in connection with the [ARTIST NAME] Venture.

14. Remedies: The Artist would have the right to end the term at the end of each year of the term in the event
Columbia does not fulfill its committed funding obligations. The Artist would also have the right to terminate the
term if Columbia fails to cause the distributor to fulfill the release commitments made pursuant to the Plan. Columbia
would have the right to suspend or terminate the term if the Artist fails to fulfill any delivery, or touring/publicity
commitments made pursuant to the Plan, or if Artist fails to fulfill the Artist’s obligations under any agreement
entered into by the [ARTIST NAME] Venture with the mutual approval of the Artist and Columbia, in each case after
reasonable notice and cure.

15. Dissolution: Columbia would have the option to end the term upon 30 days notice anytime after the second
year of the term. If Columbia exercises such option, Columbia would pay the Artist $25k.

16. Miscellaneous: The agreement would contain standard terms and conditions for agreements of this nature,
including without limitations, representations and warranties, and leaving member provisions.

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SCHEDULE A

(Financial Commitments)

a. Artist in-pocket payments: Columbia would make a capital contribution to the [ARTIST NAME]
Venture sufficient to allow the [ARTIST NAME] Venture to pay the Artist $[____]k, payable quarterly over the first
year.

b. Funding Obligations:

i. Recording Costs: Columbia would contribute all recording costs to the [ARTIST NAME] Venture
pursuant to a mutually approved budget. The Artist and Columbia would pre-approve a budget not exceeding $
[____]k per year by reason of the overall amount, provided that the individual elements of such budget would be
subject to mutual approval.

ii. Marketing Costs: Columbia would contribute capital contributions to the [ARTIST NAME]
Venture to fund marketing expenses.

iii. Deficit Tour Support: Columbia would contribute a minimum of $[____]k per [# OF YEARS]
year to the [ARTIST NAME] Venture to fund tour shortfall pursuant to a mutually approved itinerary.

c. Legal Fees: Columbia would pay $__________ of the Artist’s legal fees on signing.

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