DISTRIBUTION AGREEMENT

THIS AGREEMENT, made on the date as specified on the signing page,

BETWEEN:

1. QUIRENTO MUSIC Sector IV, Kolkata, WB C Block, 700106, India (“Quirento Music” which expression shall include its successors and assigns); and

2. “the Licensor” as specified in Schedule 4 (TermSet)

IT IS AGREED as follows:

1. DEFINITIONS

1.1 In this Agreement, the following words shall have the following meanings.

“Additional Fees” such additional fees payable by the Licensor for Additional Services, calculated in accordance with Schedule 2;

“Additional Services” such additional background and foreground services, YouTube (or other DSP) audio and video use claims including in relation to UGC and Content ID matched Content as are set out by the Licensor in the Metadata or as specified in the TermSet;

“Content” such audio or audio-visual recordings (including stems and multitracks where available) owned or controlled now or at any time during the Term by the Licensor (including any record labels affiliated with Licensor or which Licensor may acquire during the Term) as are
delivered by the Licensor to Quirento Music in accordance with QUIRENTO MUSIC’s delivery requirement i n
this Agreement;

“Content Editor” shall mean the technical system currently hosted at https://qmgdigital.com/user/ , operated by Quirento Music, from which the Licensor can access Licensor only related information, which is made accessible to the Licensor through the Licensor’s user interface, including accessing accounting information from the Royalty Dashboard;

“Dealmemo” A short informal summary that establishes an overview of the important variables of this agreement;

“Content ID matched Content” such Content identified by the Content ID digital identification system that the Licensor has chosen to monetise;

“Delivery Materials” such Content and Metadata delivered by the Licensor to Quirento Music as specified in Quirento Music Knowledge Base which specifications may be amended by Quirento Music from time to time;

“DSP” a digital service provider or on-line retailer, as specified at Quirento Music Knowledge Base which list may be amended by Quirento Music from time to time;

“Fees” the Initial Fee, Monthly Fee(s) and any Additional Fees payable by the Licensor to Quirento Music in accordance with this Agreement;

“Initial Fee” the fee payable by the Licensor on execution of this Agreement calculated in accordance with Schedule 2;

“Intellectual Property” all present and future rights in patents, designs, trade or business names, domain names, copyright, database rights, rights in know-how, trade secrets, rights of confidence and any other intellectual property right or right of a similar nature anywhere in the world, whether registered or unregistered, whether now known or hereafter invented and including applications for such rights (and the rights to take action and claim compensation for infringement of such rights and all extensions, renewals, revivals and reversions of such rights);

“Knowledge Base” such information regarding Quirento Music’s Portal which can be found at
https://qmgdigital.com/user/ and is Quirento Music’s sf elf-serve online library of information, from which the Licensor can access specifications, a frequently asked questions section and other general information on services provided by Quirento Music (the Knowledge Base being subject to change from time to time);

“Metadata” such information as is required to be delivered by the Licensor to Quirento Music in the manner as specified in Quirento Music Knowledge Base which specifications may be amended by Quirento Music from time to time;

“Net Receipts” shall mean receipts calculated in accordance with Schedule 1;

“Partner” such third parties that Quirento Music has or develops a relationship with in respect of
the exploitation of content;

“Royalty Dashboard” that part of the Content Editor from which the Licensor can access accounting information;

“Self-Service Portal” that part of the Content Editor where Licensor is able to independently
ingest audio, artwork and metadata related to an audio release on to Quirento Music Platform;

“Term” shall mean 3 years from the date of delivery of the initial Delivery Materials. The Term shall automatically renew for consecutive 1 year periods unless the Licensor delivers written notice to Quirento Music of non-renewal at least ninety (90) days before the expiration of the then- current Term;

“TermSet” the Licensor’s specific terms, conditions and requirements in relation to certain exploitation of Content in accordance with this agreement as available on the Content Editor.

“Territory” the world and the universe save only where expressly stated otherwise in the Metadata;

‘Quirento Music Platformthe technical facilities, consisting of servers, network infrastructure, software technology, database and file stores, owned, controlled or utilised by Quirento Music and

any digital service platform, system interface or user interface owned, controlled or utilised by Quirento Music;

“UGC” any form of Content including audio, audio-visual and/or textual, that has been posted by users on online platforms including social media and wikis.

1.2 Any phrase introduced by terms such as include or any similar expression shall be construed as illustrative and not limit the sense of the words to which the expression relates.

2. GRANT OF RIGHTS

2.1 The Licensor hereby grants to Quirento Music:

(a) the exclusive right throughout the Territory and during the Term to sell, copy, distribute, perform, make available, store (including as part of a searchable database and back-up database) monitor and track (including by watermarking, fingerprinting or similar functionalities) and otherwise exploit the Content in whole or in part and in combination with works not the subject of this Agreement by any and all electronic and digital means, formats and delivery methods whether now known or hereafter invented;

(b) intentionally deleted;

(c) the non-exclusive right to carry out the Additional Services;

(d) intentionally deleted;

(e) in connection with the advertising, publicising, promotion or sale of the Content, the non- exclusive royalty free right to (and the right to permit third parties to) (i) use the Licensor’s trade name and marks (ii) use the name, marks, approved likeness and approved biographical material of performers, writers, producers (and any other contributors to the Content) provided that all material provided by the Licensor shall be deemed approved and
(iii) use promotional clips or trailers for promotional and marketing purposes including on
Quirento Music’s, its licensees or Partners’ websites or associated websites;

(f) the exclusive right to exploit Content album/track artworks, thumbnail images and video stills related to the Content including the right to use the same on compilations including works not the subject of this Agreement;

(g) the right during the Term to enter into agreements and/or to permit its licensees and/or or Partners to enter into synchronisation and compilation licenses relating to the exploitation of the Content including beyond the Term and without limitation in time, except only as specified otherwise in the TermSet;

(h) the right to sublicense and/or sub-contract the above rights including for use via dedicated streaming hardware, Internet platforms and services, instore and inflight services;

(i) the exclusive right to collect all monies due from such exploitation of Content on the understanding that Quirento Music cannot guarantee the volume of sales, placements on DSP’s and/or revenue.

2.2 Where in this Agreement the Licensor’s prior approval is required, such prior approval shall not be unreasonably withheld or delayed and any request shall be deemed approved if no response is received to a written request within 72 hours of submission of that request.

2.3 Quirento Music acknowledges that as between the parties all Intellectual Property in the Delivery Materials are and shall remain the property of the Licensor (subject always to the rights granted by this Agreement). The Licensor acknowledges that as between the parties all Intellectual
Property in the Content Editor, Quirento Music Platform and Self-Service Portal are and shall remain the property of Quirento Music (subject always to the rights granted by this Agreement).

2.4 Save as otherwise expressly provided in this Agreement, all rights in the Delivery Materials are reserved by the Licensor and all rights in the Content Editor, Quirento Music Platform and Self- Service Portal are reserved by Quirento Music.

2.5 The rights granted under this agreement including the related fee’s and royalties are summarized in the Dealmemo which is attached as Schedule 4.

3. CONTENT DELIVERY, LICENSOR PROMOTION AND REPERTOIRE MANAGEMENT

3.1 The Licensor shall deliver the Delivery Materials to Quirento Music on execution of this Agreement by both parties, free of charge. Additional Content shall be delivered promptly during the Term. The Licensor shall also promptly deliver all such additional information as may reasonably be requested by Quirento Music in connection with the Content. The Delivery Materials must be
delivered by the Licensor to Quirento Music in the manner specified in Quirento Music Knowledge Base which specifications may be amended by Quirento Music from time to time.

The Licensor acknowledges that failure to deliver Content in a timely manner and/or in accordance with Quirento Music delivery requirements may lead to delays in the making available or distribution of the Content and may also lead to increased costs in accordance with Schedule 2.

3.2 The Licensor acknowledges that (i) Quirento Music is unable to release delivered Content (including to DSP’s) until all Delivery Materials are delivered in accordance with Quirento Music delivery specifications (ii) the time between delivery and release on DSP’s varies between DSP’s and can range from 24 hours to 14 days. Accordingly, the Licensor shall set out its desired and reasonable release schedule, taking account of varying DSP practices as specified in this Clause 3.2, such DSP practices to be provided in Quirento Music Knowledge Base.

3.3 In the event the Licensor is carrying out specific promotional activities on specific Content, it shall provide Quirento Music with a minimum of six (6) weeks’ notice together with details of the relevant promotion(s). Should the Licensor request Quirento Music to provide additional services in respect of any intended promotion that are likely to incur additional Fees these additional fees shall, subject to the Licensor’s prior approval of the amount be borne by the Licensor. Such additional

services will only be provided by Quirento Music after the amount of additional costs has been agreed and such agreed additional costs shall be paid by the Licensor within 14 days of the date of the applicable invoice from Quirento Music.

3.4 The Licensor also acknowledges that many DSPs operate internal take-down practices and procedures (such as in respect of artificial or fraudulent streams) and Quirento Music shall have no liability to the Licensor in the event DSPs remove content for reasons such as this. However, provided that the Licensor is not in any way responsible for an internal DSP take-down
Quirento Music shall use reasonable endeavours to reinstate the Content so affected.

4. RIGHTS IN THE CONTENT AND QUIRENTO MUSIC PLATFORM

4.1 As soon as reasonably practicable after delivery of the Content, the Licensor may access the Content Editor in relation to the Content.

4.2 Quirento Music will provide details to the Licensor of how to access its user account on Quirento Music
Platform those details being subject to change from time to time.

4.3 Quirento Music grants Licensor, free of charge, a non-exclusive and non-transferable license for its internal use only of the Content Editor, Quirento Music Platform and Self-Service Portal.

5. FEES AND ACCOUNTINGS

5.1 The Licensor shall pay to Quirento Music Additional Fees as are specified and calculated in accordance with Schedule 2. On the last business day of each month, Quirento Music shall invoice the Licensor for any Monthly and Additional Fee(s) as are payable in respect of that month and
the Licensor shall pay the Monthly Fee within 14 days of delivery of such invoice from Quirento Music.
The Licensor must pay the Fee without any deductions or set-offs.

5.2 Quirento Music shall account to the Licensor in respect of monies received from its (or its licensees
or Partners) exploitation of Content in accordance with Schedule 1.

5.3 In addition to any other rights and remedies of the parties under this Agreement or in law, (i) in the event the Licensor does not pay any or all of the Fees, Quirento Music may deduct the unpaid amount of the Fees from monies payable to the Licensor in accordance with Clause 5.1 and (ii) in the event any underpayment is established in accordance with Clause 5.5, the Licensor may deduct such underpaid amount from the Fees.

5.4 Within forty-five (45) days after the end of each month during the Term a statement of account shall be available via Quirento Music Platform giving reasonable details of sales of Content and the calculation of monies payable to the Licensor under this Agreement in respect of the preceding month (or if applicable the commencement of the Term). Within thirty (30) days of receipt of a valid invoice from the Licensor in respect of such statement, Quirento Music shall pay any monies due less any permissible offsets or deductions. All payments shall be subject to a minimum distribution threshold of 100 and any amount under this sum shall be rolled over into the next accounting period.

5.5 Once in any calendar year during the Term, but only once in respect of such statements and within one (1) year after any royalty statement is delivered to the Licensor, the Licensor shall have
the right (at its own expense) to inspect and take copies of Quirento Music books and records insofar
as such books and records pertain to such statement of account. Such inspection shall be made by a chartered accountant (but not where such accountant is acting on contingency) on at least 30 business days prior notice, during normal business hours on normal business days at the

place where Quirento Music keeps the books and records in The India. If any such inspection reveals an underpayment, Quirento Music shall pay such underpayment together with interest at 2% above its bank’s base rate from time to time. In the event such underpayment is in excess of 10%
of the amount paid, Quirento Music shall pay the reasonable costs of the inspection within 30 days of final invoice (excluding travel and subsistence costs) limited to a maximum of Euro 2,000 (two thousand Euros).

5.6 Where payments are received in a foreign currency the rate of exchange applied shall be at
Quirent’os Music discretion calculated eithe ratthetime the monies are receivedby QuirentoMusic or when
they are credited to the Licensor.

5.7 All sums payable to Licensor hereunder are exclusive of Value Added Tax (“VAT”) or any other similar sales tax and Quirento Music shall pay to Licensor the same in addition upon presentation of a valid VAT invoice.

5.8 All payments shall be subject to any deductions and withholdings that are required to be made pursuant to any statute, regulation, treaty or other law or any union or guild agreement.

5.9 If at any time the Licensor has breached or not performed any term of this Agreement and shall not have cured or remedied such breach or non-performance within 30 days (or 7 days in the
event of non-payment of the Fees) of receipt of written notice from Quirento Music pursuant to Clause
11.1 without prejudice to its rights and remedies under this Agreement and at law, Quirento Music shall have the right to suspend payment of accountings due in accordance with Schedule 1 until such time as any loss or damage to Quirento Music arising from such breach or non-performance has been quantified and paid. Any such suspension shall not affect the Licensor’s obligation to pay the Fees.

6. MUSIC PUBLISHING LICENSES AND ROYALTIES

6.1 Subject only to Clause 6.2, the Licensor shall be solely responsible for the payment of all monies due to artists, producers, performers and all other persons who were involved in the making of the Content.

6.2 If agreed and specified in the TermSet, Quirento Music shall also account and pay royalties to such royalty-bearing artists (or other third parties) who have a contractual right to receive royalties in respect of the exploitation of Content at such times and on such commercial terms as are specified by the Licensor in the TermSet. It shall remain the Licensor’s responsibility to ensure such information is accurate and Quirento Music shall have no liability to the Licensor or any third party in respect of matters such as the amount and timing of royalties payable to the relevant artists (or other third parties).

6.3 Save as provided in Clause 6.1 or 6.2, Quirento Music, its Partners or licensees are responsible for
reporting and making payments due for mechanical licenses payable to owners of musical works
on the Content by virtue of the exploitation by Quirento Music, its Partners or licensees of the Content in those territories where a collective management organisation (such as Stemra, MCPS, Gema, Sacem, Sabam) require reporting and payments to be made by the DSP. In respect of mechanical royalties payable to the owners of such musical works outside these territories, the Licensor shall
be solely responsible for obtaining such licenses and promptly paying all royalties and fees. The Licensor shall indemnify and hold Quirento Music harmless from any claims or liabilities whatsoever resulting from Licensor’s failure to secure such licenses and/or make such payments. Where such payments have to be made by Quirento Music, it shall have the right to deduct such payments from Net Sales in accordance with Schedule 2.

7. DELETED CONTENT

7.1 Subject to Clause 7.2, where the status of Content is amended by the Licensor to “Take Down”
in the Content Editor, Quirento Music shall or shall direct its licensees or Partners to remove the

Deleted Content from DSPs as soon as practicable but in any event within 5 business days. Licensor agrees that Deleted Content may remain available under a pre-existing arrangement with a third party including in respect of a synchronisation license.

7.2 The Licensor shall only be permitted to delete Content hereunder if the Deleted Content: (i) is the subject of a bona fide claim by a third party claiming rights to such Content and such continued distribution is likely to expose Licensor and/or Quirento Music to third party claims, or (ii) is deleted from Licensor’s catalogue by virtue of an agreement licensing such Content from a third party to Licensor expiring.

7.3 In the event any Content becomes Deleted Content during the Term and Quirento Music has incurred
any costs in respect of that Content it shall thereafter be able to recharge or deduct those monies from royalties due to the Licensor.

8. WARRANTIES AND REPRESENTATIONS

8.1 Both parties warrant and represent that they possess the full right and authority to enter into and perform this Agreement.

8.2 The Licensor warrants and represents that:

(a) it owns or controls the Content and has the right to grant such rights as are expressed to be granted in accordance with this Agreement to Quirento Music free of any adverse, competing or third-party claims and there are no restrictions or agreements relating to the Content which would derogate from or be inconsistent with the rights granted to Quirento Music hereunder;
(b) except as otherwise expressly provided herein Quirento Music shall be under no liability whatsoever (including for the payment of any monies, royalties or fees) to any third party arising out of its use of Content;
(c) all permissions approvals and consents required for the exercise by Quirento Music (or its
licensees or Partners) of the rights granted to it have been obtained by the Licensor;
(d) it shall not engage in any activity in relation to the Content which is or may be unlawful or contrary to the rules and regulations of platforms from time to time (including unlawful or artificial streaming);
(e) it has sole responsibility towards all recording artists, producers, and any other royalty (or non-royalty) participants resulting from sales of the Content under this Agreement (except only as expressly stated otherwise in the Metadata);
(f) the Content contains original copyright works, is neither obscene nor defamatory and does not infringe the rights of any person, firm or company or any third party. Any samples have been cleared for exploitation hereunder at no further cost to Quirento Music;
(g) it shall execute, at its own cost, all further documents or agreements required or necessary to perfect the grant of rights hereunder;
(h) all information provided in the Metadata is accurate and, where relevant, represents bona fide arrangements between the Licensor and third parties to whom Quirento Music is requested to account; and
(i) it shall indemnify and keep Quirento Music indemnified on demand against any and all liability, loss, damage, cost or expense (including legal fees and costs) paid or incurred by reason of any breach or non-performance of any of the Licensors warranties, representations or agreements. Quirento Music shall have the right to withhold any money due to Licensor should any inconsistency be claimed by third parties with regard to the rights granted.

8.3 In the event of a claim against Quirento Music and/or its Licensees, Partners or customers, arising from the exploitation of the Content Quirento Music shall:

(a) to the extent that it’s reasonable to do so, ensure that the Licensor is given control of any such claim or proceedings but shall remain entitled to co-operate in its own defence at the Licensor’s cost;

(b) not admit, compromise or settle any claim (save with the advice of its lawyers that such claim is more likely than not to succeed) but may suspend relevant dealings in the relevant Content and inform third parties of the same; and
(c) give the Licensor reasonable assistance with such claim or proceedings at the Licensor’s cost.

8.4

(a)

In the event of a claim against Quirento Music and/or its Licensees, Partners or customers arising
from the exploitation of the Content the Licensor shall:

promptly notify the claimant that it is the owner of the Content and the Licensor of Quirento Music
‘s rights ; and

(b) pay for on demand and in full all costs and expenses (including legal fees and costs) incurred
or to be incurred by Quirento Music in relation to any such claim.

8.5 Quirento Music shall be entitled to set off and/or withhold any monies due to Licensor in an amount reasonably commensurate with the likely potential damages and costs to be incurred by
Quirento Music in the event of any claim arising due to any breach or alleged breach of copyright in
respect of the Content.

9. TERMINATION

A party shall have the right (without prejudice to its other rights and remedies) to terminate this Agreement by giving the other written notice of termination (i) if the other is in breach of any material term of this Agreement which is incapable of remedy or if capable of remedy is not remedied within 90 days of the non-breaching party notifying the breaching party in writing of the same and requiring its remedy and/or (ii) if the other becomes insolvent or is subject to any insolvency or similar proceedings.

10. EFFECT OF TERMINATION

10.1 Upon the expiration or termination of this Agreement Quirento Music shall make all digital files and according metadata inaccessible for third parties from its servers and, destroy all Delivery Materials provided by Licensor unless such data is required for accounting purposes.

10.2 Any termination shall be expressly subject to any accrued rights and obligations as at the date of termination.

10.3 Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement shall continue to have effect after the end of the Term.

11. GENERAL

11.1 All notices hereunder shall be in writing and sent by hand or first class registered or recorded post (or the equivalent) to the above address or as advised in writing by either party and shall at the
same time be sent by email to info@qmgdigital.com in the case of notices to Quirento Music and by
email to Licensor contact details as specified in the TermSet (Schedule 4) in the case of notices to the Licensor. Notices shall be deemed received on the next business day if sent by hand or three (3) working days after posting. Days between 20th December and 10th January shall not be deemed business days.

11.2 In the event that any sums are or may be demanded from Quirento Music (or its licensees or Partners) by governments or other fiscal authorities (withholding tax), Quirento Music shall in the first instance provide the Licensor with such assistance as is reasonably required in order for a dispensation
from the payment of such tax to be obtained. In the event that such dispensation cannot be secured, Quirento Music shall deduct such withholding tax from the amounts payable to the Licensor, and pay such taxes to the appropriate authority. Quirento Music shall thereafter provide the Licensor

with all reasonable assistance (including the execution of documents) as may be required to enable the Licensor to reclaim the withholding tax paid.

11.3 This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all previous agreements and discussions between the parties relating to that subject matter.

11.4 Each party warrants to the other that, in entering into this Agreement it has not relied on any representation or warranty save where expressly set out in this Agreement.

11.5 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Indian Law. Each party agrees that the Indian Courts are to have jurisdiction to settle any claim or matter arising under this Agreement or its subject matter or formation (including non-contractual disputes or claims) and each party irrevocably submits to the exclusive jurisdiction of the Indian Courts.

11.6 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

Signing Page and 4 schedules to follow.