'SAUCY LOOPS - J DILLA EDITION' - LICENSE AGREEMENT

Thank you for choosing Sauce Lab Audio (“Sauce Lab Audio”). In purchasing 'Saucy Loops - J
Dilla Edition', you agree to the following terms and conditions (“Agreement”), which shall
become effective immediately upon your downloading of the applicable Sample:

1. Introduction: Sauce Lab Audio is the authorized administrator thereof, of the “sample”, which consists of an
instrumental sound recording, as well as the musical composition underlying that sound recording; you wish
to obtain a non-exclusive license to utilize the Sample in your original sound recording and musical
composition; and we wish to grant such a non-exclusive license to you pursuant to the terms set forth herein.

2. Definitions: The following definitions shall apply to this licensing agreement: (a) “New Work” shall refer to
your original sound recording and underlying musical composition incorporating use of the Sample;(b)
“Sample” shall refer individually and collectively to the sound recording(s) and underlying
composition(s) performed on the sample or sample pack licensed hereunder; (c) the “Territory” of this
Agreement shall be worldwide.

3. License Granted: Following your full payment of the Fee, set forth below, we hereby grant to you a
non-exclusive license (“License”) in the Instrumental Composition and the Instrumental Master to: (i)
incorporate the Sample into the New Work; (ii) publicly perform, and permit the public performance of
the New Work utilizing the Sample; (iii) reproduce, distribute, and sell, commercially or otherwise, via any
media now known or hereafter devised, whether such is the first or a subsequent recording, an unlimited
number of audio-only physical copies or permanent digital downloads and up to ten-million
(10,000,000) audio-only streams of the New Work which is released and distributed independently and
not through a so-called “major label”, including Universal Music, Sony Music, Warner Music, or a
subsidiary thereof, or on a so-called “major independent” label or major independent distributor,
such as large independent distributor/labels such as Ryko, Caroline, InGrooves, The Orchard,
Rounder, Kobalt/AWAL, BMG, ADA, Alamo, Empire, 300, E1 or comparable labels; and (iv) combine the
New Work utilizing the Sample with visual images to create a maximum of one (1) “music video” or other
promotional video for the Derivative Work for an unlimited number of streams. As good and valuable
consideration for the License granted in the Sample, you shall pay to Sauce Lab Audio via PayPal, or an
alternative method agreed to by Sauce Lab Audio and you, an upfront, non-refundable fee prior to
your downloading of the Sample of: twenty-nine dollars and ninety-five cents ($29.95) for a license
to utilize the mixed version of the Sample. You shall not be required to pay any additional
consideration to Sauce Lab audio for use of the Sample within the scope of the License, including,
but not limited to, royalties or publishing income generated from use of the New Work within the scope
of the License, subject to the limitations set forth in Section 4 below.

4. Limitation of License: The License granted herein is non-transferable by you to any third party, including,
but not limited to, a record label or distributor, which will require the negotiation and execution of a
separate licensing agreement setting forth: (a) co-producer credit; (b) a producer advance in an
amount to be negotiated in good faith between the parties; and (c) the following additional
compensation: (i) twenty-five percent (25%) ownership of the copyright in the underlying musical
composition performed on the New Work (inclusive of twenty-five percent (25%) of the so-called
“writer’s share” and twenty-five percent (25%) of the so-called “publisher’s share”) and a producer
royalty of one and one-half percent (1.5%) of the PPD or “net income” equivalent where the Sample
constitutes thirty (30) seconds or more of total playing time on the New Work; (ii) fifteen percent
(15%) ownership of the copyright in the underlying musical composition performed on the New
Work (inclusive of fifteen percent (15%) of the so-called “writer’s share” and fifteen percent (15%) of the so-
called “publisher’s share”) and a producer royalty of three-quarters of one percent
 3

(0.75%) of the PPD or “net income” equivalent where the Sample constitutes more than ten (10) seconds
and less than thirty (30) seconds of total playing time on the New Work; or (iii) ten percent (10%) ownership
of the copyright in the underlying musical composition performed on the New Work (inclusive of ten
percent (10%) of the so-called “writer’s share” and ten percent (10%) of the so-called “publisher’s share”)
and a producer royalty of one-half of one percent (0.5%) of the PPD or “net income” equivalent where the
Sample constitutes ten (10) seconds or less of total playing time on the New Work. In addition, any use of
the New Work utilizing the Sample in a commercial audiovisual work, including, but not limited to,
television, film, or advertising, will require separate sync and master use licenses, the terms of which shall be
negotiated in good faith by the parties.

5. Term of License: The term of the License shall commence upon your full payment of the Fee and shall
continue thereafter until sales or streams of the New Work exceed the scope of the License or you commit a
breach of the terms of this agreement, at which time the term of the License shall expire. Following
expiration of the License term, any and all rights and permissions granted to you hereunder shall terminate,
and you shall immediately remove the Sample from the New Work and related audiovisual works, and
otherwise refrain from any use whatsoever of the Sample, unless and until a new licensing agreement is
entered between Sauce Lab Audio and you.

6. Copyright Ownership in the Sample: The creator of the Sample who has authorized Sauce Lab Audio to
issue this License, shall retain sole and exclusive ownership of one-hundred percent (100%) of the
copyrights in and to the Sample, inclusive of the sound recording and underlying musical composition
performed on the Sample, subject to the License set forth above, for the life of the copyrights therein,
inclusive of renewals and extensions, throughout the Territory.

7. Warranties and Indemnification: Neither Sauce Lab Audio or the creator of the sample shall not be
responsible for any elements, other than the Sample, contained in the New Work, which are deemed to
violate the rights or liabilities of any individual or entity. You agree to indemnify Sauce Lab Audio and its
writers, performers, creators, principals, partners, and affiliates (the “Indemnified Parties”) and hold the
Indemnified Parties harmless against any damages, costs, and fees, including attorneys’ fees, incurred by
the Indemnified Parties in any claim, suit, litigation, or proceeding instituted against or by the Indemnified
Parties and arising out of any breach or claimed breach by you of any covenant, warranty, or representation
made by you in connection with this licensing agreement or your use of the Sample in the New Work.
Without limiting any of Sauce Lab Audio’s other available remedies, Sauce Lab Audio shall be entitled
to seek injunctive relief as a result of your breach of any covenant, warranty, or representation made
by you hereunder. Each party warrants and represents that it is under no disability, restriction,
or prohibition with respect to the ability to legally enter this licensing agreement and fully comply with all of
its terms and conditions and that no act or omission hereunder will violate the rights or liabilities of any
person.