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ENGAGE ENTERTAINMENT LTD

engageentertainment@gmail.com

DIGITAL DISTRIBUTION SERVICE LICENSE AGREEMENT This AGREEMENT, made on the 1st of October, 2013, by and between Sunny Nweke(Check on) a __Performer/ Singer __Producer __Agent __Studio With its principal address at 3 SuleAbore Street off Ojodu Road, Lagos. (LICENSOR) and Engage Entertainment Limited a registered limited liability company with its principal offices at Suite 105A NCWS Secretariat, Capital Street, Area 11,Abuja.(The LICENSEE). WHEREAS LICENSEE produces and/or packages a Digital Entertainment Devices (as defined below) for transmission to Mobile Entertainment Devices (as defined below) over Cellular Networks and/or Internet devices(as defined below); and NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS: 1. TERM (a)The Term of this Agreement shall mean the period from October 1, 2013 (date service was launched) (Effective Date) and continuing on a year-to-year basis thereafter unless terminated in accordance with the provisions hereof. Either party may terminate the Agreement at the end of 2 years upon at least 60 days written notice prior to the end of the 2 years agreement. 2. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: (a)Revenue shall mean revenue paid to LICENSEE for use of the works.

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(b) A Digital Entertainment Devices shall mean a cellular or other mobile telephone (Cell-phone), PC, tablet, or similar hardware device. (c)The Digital Entertainment Service shall mean the audio, visual, and/or audio-visual content (e. g., samples and full length digital audio files, Ring Tones, Ring-Backs, Games, Screen Savers, Icons) that LICENSEE produces. (d) Work all work of artist/ produce past, present and future (including Remix and collaboration) for the period of the Agreement. GRANT OF RIGHTS (a)LICENSOR hereby grants to LICENSEE, for the Term, a non-exclusive license to perform publicly within all Territory, in and as part of LICENSEEs Digital Entertainment Service transmitted or caused to be transmitted either directly or indirectly over Cellular Networks (or any telephone network, in the case of Ring-Backs) and, in connection with the Customer Interface, over the internet or other network or platform (e.g., wired telephone for purposes of providing IVR), all musical works the right to grant public performance licenses of which LICENSOR controls. For the avoidance of doubt, this Agreement includes the right to transmit LICENSOR affiliated musical works in connection with Digital Entertainment Service using third generation or 3G wireless technology. 3. LICENSE FEE (a)Licensee hereby that there shall be a revenue sharing formula of 60% and 40% between the Licensor and Licensee respectively, of the Net Revenue subject to the requisite deductions generated from the digital control and management of the Owners content quarterly 1. INDEMNIFICATION Provided that LICENSEE has not failed to cure a breach or default within thirty (30) days of receiving notification from LICENSOR thereof under the Agreement, LICENSOR shall indemnify, save and hold harmless and
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defend LICENSEE and its Distributor(s), and their respective partners, officers and employees from and against any and all claims, demands and suits alleging copyright infringement that may be made or brought against them with respect to the public performance under this Agreement of any musical works licensed hereunder. LICENSEE agrees to give LICENSOR prompt notice of any such claim, demand or suit, to deliver to LICENSOR any papers pertaining thereto, and to cooperate with LICENSOR with respect thereto, and LICENSOR shall have full charge of the defense of any such claim, demand, or suit; provided, however, that LICENSEE may retain counsel on its behalf and at its own expense and participate in the defense of such claim, demand or suit. 2. ARBITRATION All disputes of any kind, nature or description arising in connection with the terms and conditions of this Agreement (except for matters within the jurisdiction of the LICENSOR rate court) shall be submitted to arbitration in the city of Lagos under the prevailing rules of the Nigerian Arbitration Association by an arbitrator or arbitrators to be selected as follows: Each of the parties shall, by written notice to the other, have the right to appoint one arbitrator. If within ten (10) days following the giving of such notice by one party the other shall not, by written notice, appoint another arbitrator, the first arbitrator shall be the sole arbitrator. If two arbitrators are so appointed, they shall appoint a third arbitrator. If ten (10( days elapse after the appointment of the second arbitrator and the two arbitrators are unable to agree upon the third arbitrator, then either party may, in writing, request the Nigerian Arbitration Association to appoint the third arbitrator. The award made in the arbitration shall be binding and conclusive on the parties and judgment may be, but need not be, entered in any court having jurisdiction. Such award shall include the fixing of costs, expenses, and attorneys fees of arbitration, which shall be borne by the unsuccessful party.

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3. ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof. This Agreement cannot be waived, added to or modified orally and no waiver, addition or modification shall be valid unless in writing and signed by the parties. This Agreement, Its validity, construction, and effect, shall be governed by the laws of Nigeria. The fact that any provisions herein are found by a court of competent jurisdiction to be void or unenforceable shall not affect the validity or enforceability of any other provisions. Sunny Nweke (LICENSOR) By:_____________________________________ Date:___________________________ Signature and Title

____________________________________________________________________ (Print Full Name) Engage Entertainment Limited (LICENSEE) By:_____________________________________ Date:___________________________ Signature and Title ENOBONG INYANG .. (Print Full Name)

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Direct Deposit Authorization Form Check Payment Option ___Quarterly ___Yearly Bank Name:.. Bank Address: . Account Name: Account Number:. Account Address:. . Swift Code:. Contact Phone: Email Address: . Sign
By signing this form you are authorizing Engage Entertainment to pay your royalty fees into this bank account.

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Appendix: Description of Licensed Materials

S/N Name of Artiste 1 2 3 4 5

List of tracks covered

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