XYZ, Inc. Attn.: Mr. & Ms. Avenue Philadelphia, PA USA, Re: Concert Series Tour Sponsorship Agreement

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1 To: Big Hit Music Band, LLC Attn.: Mr. Street, USA Dear Gentlemen: XYZ, Inc. Attn.: Mr. & Ms. Avenue Philadelphia, PA USA, 2013 Re: Concert Series Tour Sponsorship Agreement This letter confirms the material terms and conditions of the agreement between XYZ, Inc. (hereinafter Company ) and Big Hit Music Band, LLC (hereinafter Artist ) regarding the sponsorship of the Tour featuring Artist s live musical performances, commercial endorsement, and appearance for production and recording of promotional short form music videos (hereinafter the Tour ). 1. Engagement of Artist. Company hereby engages Artist, on an exclusive basis, to render such services as mutually agreed between the parties and as requested from time to time during the Term hereof, including but not limited to Artist s performance of not less than live concert performances at such times and locations as determined by Company in Company s reasonable discretion; to exclusively appear as reasonably necessary to conduct audio-only and audio-visual interviews with members of the press; to pose for photographs, meet and greet fans and Company s designated guests; to appear as reasonably requested to film promotional, short form music videos, and all ancillary activities in connection therewith. Company will, where practicable, provide Artist with an appropriate credit, to be determined after discussion between the parties, for such appearances. 2. Compensation. As compensation for and in full consideration of the services to be performed by Artist hereunder and Artist s other warranties, representations and covenants made herein, Company shall pay Artist the sum of Dollars; to be paid in three installments. Such installments shall be payable as follows: (i) % payable upon official announcement of the tour; (ii) % payable upon Artist s completion of the first concerts; and (iii) % upon Artist s completion of the final concerts. Company shall either make such payments directly to Artist or shall, at Artist s request, deposit such installments with Artist s accountant, attorney, agent or manager upon Artist s presentation of a duly-signed Letter of Direction. Artist shall not make any additional demands for payment from any party in connection with any of Artist s obligations herein.

2 3. Term. The Term of this Agreement ( Term ) shall commence on the date hereof and end at the conclusion of the Tour, currently contemplated to end on or about. 4. Sponsorship Rights and Benefits. Artist hereby agrees that Company shall own the exclusive sponsorship rights in the category of Products (including but not limited to ) for the Tour during the Term and that shall be the official for the Tour during the Term. In addition, Artist agrees that Company and ( ) shall be entitled to the following sponsorship benefits during the Term hereof: a) Artist shall designate as the Official Product Sponsor of the Tour ; b) Artist shall provide to Company at each concert date of the Tour (each date shall hereinafter be referred to as a Show ) a designated artist autograph signing area for fans no smaller than 10 x 20 and shall participate in a thirty minute signing/autograph/photo session at each Show at times designated by Company in Company s sole discretion. The signing schedule shall be created by Company and approved by. c) Company shall have the exclusive right to embody and exploit Artist s name, likeness, and/or logo in connection with the official Tour T-Shirt and other official Tour merchandise ( Tour Merch ). In connection with the foregoing, Company shall pay Artist ( %) Percent of Company s Net Receipts (as hereinafter defined) actually received by Company in connection with Tour Merch. Net Receipts shall be defined as all monies earned and actually received by Company solely in connection with sales of Tour Merch net of any distribution fees or other sums retained by or payable to any third party distributors or licenses, and less any and all expenses paid or incurred by on behalf of Company in connection with Tour Merch. d) Company and shall have the right to develop, implement and manage in-market and national advertising and publicity and promotional campaigns to promote the Tour across various media. e) Artist will provide any media assets (e.g. photos, logos, videos, etc.) as reasonably requested by Company for Company s (and s) websites and social network sites. f) Artist shall include the trademarks and logos as designated by Company and tag line approved by Company in substantially all advertising, publicity and promotion of the Tour (including, without limitation, any and all internet advertising) in a position and size approved by Company, and in all Tour program publications (if any) in prominence, position and size approved by Company. g) Artist shall include the trademarks and logos as designated by Company on all Tour point of sale and Tour related websites under Artist s control.

3 h) Artist shall include the trademarks and logos as designated by Company in a video loop on any and all video screens at each Show (where available) and shall prominently display the trademarks as designated by Company on all signage throughout each Tour venue. i) Artist shall provide space in front of each Tour venue for to park a branded vehicle. j) Artist shall provide to pairs of tickets per Show on a gratis basis, for use by and s guests in s sole discretion. k) Artist shall provide to Company pairs of tickets per Show on a gratis basis, for use by Company and Company s guests in Company s sole discretion. l) Artist shall provide to Company meet and greet passes per Show, with each pass good for two (2) people, on a gratis basis, for use by Company and Company s guests in Company s sole discretion. m) Artist shall provide day worker passes for employees and contractors at each Show as reasonably requested by Company. 5. Notices. All notices hereunder shall be in writing and shall be served by personal delivery to either party, as the case may be, or by facsimile, or by certified mail, return receipt requested, or guaranteed overnight courier, addressed to the addresses as set forth hereinafter. Any party may change its address at any time by written notice to the other party Notices served by mail shall be deemed to be served three (3) business days next following deposit in the U.S. mails (in the case of facsimile on the day of transmission). A copy of any notice to Company shall also simultaneously be provided to Company s attorney, Bernard M. Resnick, Esq., Two Bala Plaza, Suite #300, Bala Cynwyd, PA USA, Phone: (610) , Fax: (610) , e mail: BMResnick@gmail.com. 6. Attorney s Fees: In the event of a dispute hereunder, the prevailing party shall be entitled to reimbursement from the other party for reasonable attorney s fees and costs of suit. 7. Assignment: Company shall have the right to assign its rights under this Agreement, including, without limitation, to. Artist shall not have the right to assign its rights under this Agreement without the prior written consent of Company, provided, however, that Artist may assign its right to payment to a corporation or limited liability company, where Artist owns a majority of such corporation s shares. 8. Company Not An Agent. Artists understands and acknowledges that Company is not a so-called employment agent, theatrical agent, booking agent, or talent agent as generally understood throughout the industry, and that Company s duties shall not include the right and/or obligation to obtain employment for Artist. Artist shall at all

4 times engage and utilize proper talent agents or other licensed employment agencies to solicit and obtain employment for Artist, at Artist s sole expense. 9. Independent Contractor. In the performance of all services hereunder, Artist shall be deemed to be and shall be an independent contractor shall have sole responsibility for the payment of all applicable governmental taxes, including federal, state and local income taxes in connection with Artist s compensation. Artist shall advise Company of any third party recipients of funds disbursed by Artist on Company s behalf, so that Company may report such payments to the appropriate tax authorities and to the recipients. 10. Binding Nature. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 11. Controlling Law. This Agreement shall be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of, USA. Any dispute or controversy arising in connection with this Agreement shall be resolved in the Courts of County,, USA. 12. Entire Agreement; Modification of Agreement. This Agreement sets forth the entire agreement between the parties with respect to the matters covered herein. This Agreement may not be modified or amended in any manner except by a written agreement duly executed by the party to be charged, and any attempted amendment or modification to the contrary shall be null and void and of no legal effect. 13. Counterpart Signatures, Facsimile Signatures, Electronic Signatures. This Agreement may be executed in counterparts, by facsimile, scan and/or electronically. All counterpart, facsimile or electronic signatures shall have equal validity and enforceability as a fully-signed original agreement. 14. Covenant of Good Faith and Fair Dealing. The parties agree to perform their respective obligations under this Agreement promptly, completely, and in good faith. 15. Future Documents. The parties agree to promptly execute any future documents required to effectuate the terms and conditions of this Agreement. 16. Right to Counsel. This is an important legal document. Artist acknowledges that it has been advised to seek independent counsel experienced in the entertainment industry to review the terms of this Agreement, and that it has either sought such independent counsel or have voluntarily waived its right to seek such independent counsel. 17. Severability. Every provision herein is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

5 18. Taxes. Each party to this Agreement shall be responsible for reporting and payment of his/her/its share of taxes accruing in connection with monies earned through this Agreement. 19. Confidentiality. As part of our working arrangements, Company shall disclose to you certain information which relates to creation of business plans, financial projections, negotiation strategies, contacts, customer lists, and other materials ancillary to the concepts and characterizations of our Company's specialized and proprietary information (hereinafter the "Confidential Information ). You agree to retain the Confidential Information in confidence, to refrain from disclosing the Confidential Information to any outside third party, or to utilize such Confidential Information without Company s prior, written consent. In witness whereof, the parties hereto, intending to be legally bound, have set their hands and seals the date and year first above written. I wish you the best of success with this venture. Agreed and Accepted: Artist: Big Hit Music Band, LLC By: Authorized signatory Taxpayer identification number: Company: XYZ, Inc. By: Authorized signatory Tour Dates and Locations MON 11/26-Denver, CO TUE 11/27-Lawrence, KS WED 11/28-St. Louis, MO THU 11/29-OFF FRI 11/30-Chicago, IL SAT 12/01-Detroit, MI SUN 12/02-Pittsburgh, PA MON 12/03-OFF TUE 12/04-Montreal, QC WED 12/05-Buffalo, NY THU 12/06-OFF FRI 12/07-Boston, MA SAT 12/08-New York, NY SUN 12/09-Philadelphia, PA MON 12/10-OFF TUE 12/11-Washington, DC WED 12/12-Raleigh, NC