Exhibit 6.6

 

DIRECT DEAL

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (“Agreement” or “Asset Purchase Agreement”), dated as of May 3, 2024 (“Effective Date”), is made by and between Andrew Britton (“Seller”) and Jukebox Co., a Delaware Corporation (“JKBX”), and Purchaser (as hereinafter defined) as set forth on the Purchase Schedule (as hereinafter defined). Seller, JKBX, and Purchaser may be referred to throughout this Agreement collectively as the “Parties”, or individually as a “Party”.

RECITALS:

WHEREAS, Seller owns and/or controls income interests in the Compositions;

WHEREAS, JKBX acting in reliance on Purchaser’s ability to purchase the Royalty Rights from Seller, shall customize its music royalty platform, build out products and services, launch product and marketing campaigns, and Purchaser shall take actions to commercialize the Royalty Rights and corresponding Royalty Shares; and

WHEREAS, Seller wishes to sell to Purchaser, and Purchaser wishes to purchase from Seller, the Royalty Rights, upon the terms and subject to the conditions set forth in this Agreement and on the Purchase Schedule executed by the Parties and attached hereto.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS. The following defined terms shall have the meanings ascribed to them in this Section 1 for all purposes of this Agreement:

“Artist” means Andrew Britton or any other musician, songwriter and/or recording artist of the Music Assets.

“Artist Materials” means the names, approved likenesses, and approved biographical material of the Artists related to the Music Assets.

“Asset Purchase” means the Purchase Schedule transaction.

“Compositions” means those musical compositions in which Seller owns and controls income interests.

“Federal Claim” a legal claim that Purchaser and/or JKBX is in violation of U.S. Federal law directly arising out of the sale and listing of Royalty Shares.

“Indemnified Parties” means JKBX, the Purchaser, and either of its affiliates, employees, officers, directors, agents, members, designees, licensees, successors and assigns.

 

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“JKBX Platform” means the web-based platform located at https://www.jkbx.com, owned and operated by Jukebox Technology LLC, a Delaware limited liability company and wholly owned subsidiary of JKBX.

“Marketing Fund” means one- and one-half percent (1.5%) of the total Royalty Right Price for any one filed Offering.

“Marketing Plan” means a plan to promote, market, exploit, and advertise JKBX, the Purchaser, the availability of, and any or all of the Royalty Rights and Royalty Shares.

“Music Assets” means, those certain Compositions set forth on the Purchase Schedule.

“Music Asset Information” means all information, data, and financials provided by Seller to JKBX and Purchaser regarding and/or related to Seller’s Music Assets, including without limitation the information set forth on the Purchase Schedule.

“Offering” means a registered or exempt offering of securities (i.e. the Royalty Shares) pursuant to the Securities Act of 1933, as amended.

“Offering Date” means the first date that an Offering is live on the JKBX Platform for sale.

“Purchase Schedule” means the purchase schedule, attached hereto and incorporated herein by this reference in respect of the Asset Purchase, executed between the Parties pursuant to which Seller sells to Purchaser (or its assignee), and Purchaser (or its assignee) purchases from Seller the Royalty Rights.

“Purchase Schedule Term” means a period of eighteen (18) months commencing as of the Offering date.

“Purchaser” means, as to the Asset Purchase, the purchaser who acquires the Royalty Rights that are set forth on the Purchase Schedule.

“Royalties” means all monies, fees, royalties, revenues, amounts, and sums of any kind or description payable or becoming payable to Seller by any individual or entity anywhere in the universe in respect of the use or exploitation of a certain Music Asset net of Third-Party Music Company service fees.

“Royalty Rights” means Seller’s worldwide contractual right, title, interest, and control in and to the applicable Shares of Royalties payable or becoming payable in respect of the corresponding Music Assets, as set forth on the Purchase Schedule.

“Royalty Right Price(s)” means the purchase price of the Royalty Rights set forth on the Purchase Schedule.

“Royalty Shares” means the fractionalized Royalty Rights embodied in the Music Assets as set forth on the Purchase Schedule.

“Sales Report” means JKBX or Purchaser’s report to Seller that sets out any Royalty Right purchases and due payments of the Royalty Right Price to Seller.

“Satisfactory Bond” means an indemnity or surety bond in a form and amount and with a company acceptable to Purchaser and/or Purchaser’s designee(s) or licensee(s), as applicable, in the sole good faith discretion of Purchaser and/or Purchaser’s designee(s) or licensee(s), as applicable.

“Seller Indemnified Parties” means Seller and its affiliates, employees, officers, directors, agents, members, designees, licensees, successors and assigns.

 

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“Share(s)” means, with respect to the Asset Purchase, the percentage share specified on the Purchase Schedule of the Royalties payable in respect of the Royalty Rights embodied in the Music Assets that Purchaser is acquiring from Seller hereunder as set forth on the Purchase Schedule.

“Term” means a period of eighteen (18) months from the Effective Date.

“Territory” means the universe.

“Third-Party Music Company” means any music company, including without limitation, a publisher, administrator, record label, and distributor, that Seller has an agreement with now or in the future to provide music services to Seller such as (but without limitation) administration, distribution, exploitation, collection, and payment services in connection with the Music Assets and Royalties.

2. SALE AND PURCHASE PROCESS. Seller agrees (a) to make the Royalty Rights set forth on the Purchase Schedule available for purchase at the option of the Purchaser during the Purchaser Schedule Term, and (b) in connection with the Purchase Schedule, to execute and deliver an Assignment of Royalty Rights in substantially the form attached hereto as Exhibit B and a Bill of Sale in substantially the form attached hereto as Exhibit D. The specific terms and conditions of the Asset Purchase shall be negotiated in good faith and mutually agreed upon by the Parties in writing and set forth on the Purchase Schedule. Purchaser may exercise the option to purchase all of or any portion of the Royalty Rights at any time and from time to time during the Purchase Schedule Term (notwithstanding that the Term may have lapsed). The first due payment of the Royalty Right Price is reported to Seller on the last business day of the month in which the ninetieth (90th) day after each Offering Date falls and payment of the Royalty Right Price (or a portion thereof) is due to Seller on the last business day of the month in which the one hundred twentieth (120th) day after each Offering Date falls, unless otherwise specified in the Purchase Schedule. Until sellout of the initial sale of the Royalty Shares JKBX or Purchaser will continue to deliver to Seller Sales Reports and payments of the Royalty Right Price, if any. Except as may be set forth on the Purchase Schedule, the Asset Purchase shall be subject to the terms and conditions set forth in this Agreement. For the avoidance of doubt, where less than one hundred percent (100%) of the Royalty Rights to a given Music Asset have been sold by expiration of the Purchase Schedule Term, the unsold portion shall cease to be available for sale to Purchaser and JKBX and Purchaser shall promptly remove such Music Asset from the JKBX Platform, unless otherwise agreed to by the Parties.

3. PURCHASE PRICE AND INITIAL PURCHASE. In consideration of the sale and delivery of the Royalty Rights to Purchaser, the warranties and representations of Seller in this Agreement, and Seller’s performance of all obligations hereunder, in connection with the Asset Purchase, Purchaser shall pay to Seller the applicable Royalty Rights Price (or any portion thereof) specified on the Purchase Schedule for the corresponding Music Asset set forth thereon. The Royalty Right Price for the Music Asset shall be negotiated in good faith and mutually agreed upon in writing by the Parties hereto as further detailed hereinbelow.

4. PURCHASER OBLIGATIONS. In consideration of Seller’s commitment to make the Royalty Rights available for purchase by Purchaser, JKBX is solely responsible, at its cost and expense, for developing the technical platform, products, services, fractionalization and commercialization of the technical platform, and corresponding marketing and related activities, and any and all other go to market product, marketing and marketing related activities in connection with the technical platform; and Purchaser is solely responsible, at its cost and expense, for the securitization of the Royalty Rights and corresponding Royalty Shares, marketing and related activities, and any and all other go to market product, marketing and related activities in connection with Purchaser’s sale and exploitation of the Royalty Rights and corresponding Royalty Shares in its sole discretion.

5. GRANT OF RIGHTS. Without limiting the generality of the foregoing, with respect to the Royalty Rights acquired in connection with the Asset Purchase hereunder, the Purchaser and any person or entity authorized by the Purchaser shall have the exclusive, worldwide, perpetual right to use, exploit, sell, transfer, assign, or otherwise dispose of the Royalty Rights in all methods, manner, and media, now known or hereafter developed, throughout the Territory under all applicable laws, treaties, and regulations, now known or hereafter enacted, for any purpose, as determined by the Purchaser in its sole discretion.

 

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5.1 In connection with the Asset Purchase, Seller hereby irrevocably and perpetually sells, assigns, and transfers to the Purchaser the Royalty Rights set forth on the Purchase Schedule. For clarity, with respect to the Asset Purchase, Seller is selling one hundred percent (100%) of Seller’s rights in and to only the specific Shares of the Royalties of each Music Asset set forth on the Purchase Schedule. For the avoidance of doubt, the Parties hereby acknowledge and agree that the Royalty Rights acquired by Purchaser hereunder do not include any copyrights or administration rights and/or distribution rights in and to the Music Assets, and Purchaser is only acquiring a passive income interest in the Shares of Royalties payable or becoming payable in respect of the Music Assets.

5.2 As of the Asset Purchase date, the Purchaser shall have: (a) the unrestricted right to collect, receive, and retain one hundred percent (100%) of the applicable Shares of Royalties in connection with the Royalty Rights which have been sold and which are payable to Seller on or after each such date, regardless of when earned, and the right to exercise or cause Seller to exercise all audit rights of Seller pursuant to any Third Party Music Company agreement relating to the exploitation or use of the Music Assets (and disclose the findings of any such audit and deliver to Purchaser any Royalties due to Purchaser determined by such audit) provided that Purchaser shall be responsible for all Purchaser pre-approved third party costs incurred as a result of such audit including legal fees and accountancy/audit fees (pro-rated as is fair where an audit relates to other Compositions not included in the Music Assets); (b) the right to the Shares of Royalties in connection with the Royalty Rights which have been sold that are held in third party accounts that would otherwise be payable to Seller on or after such each effective date due to unidentified payees, royalties on legal hold, and other accounts directly relating to the applicable Music Assets; and (c) the benefit of all of Seller’s rights under warranties, indemnities, and all similar rights against third parties to the extent related to any of the Royalty Rights.

5.3 From and after each Offering Date, Seller shall either (a) (I) set aside one hundred percent (100%) of the Share of Royalties actually received by Seller, (II) send each electronic accounting statement corresponding to any received Share of Royalties by email to [*****] and [*****], and (III) within fourteen (14) days of Seller’s receipt of JKBX or Purchaser’s Sales Report that immediately follows Seller’s receipt of such Share of Royalties, deliver to Purchaser (without deduction) any due Share of Royalties as set out in such Sales Report; or (b) execute and deliver the letter of direction attached hereto as Exhibit C that irrevocably directs and authorizes all relevant Third-Party Music Companies to pay the applicable due Shares of Royalties directly to the applicable Purchaser from and after each Offering Date. All due Shares of Royalties payable to Purchaser shall be paid on the same accounting schedule and in the same manner that Royalties are otherwise paid by the applicable Third-Party Music Company. In the event Seller has a “LOD” in place with any Third-Party Music Company, and Seller nonetheless receives Shares of Royalties after the Asset Purchase date, to which Purchaser is entitled to collect, Seller shall immediately pay one hundred percent (100%) of such received monies to Purchaser as set forth in Section 5.3(a). Promptly following the sellout of Royalty Shares in the initial sale of such Royalty Shares, Seller shall instead either (i) proceed to pay Purchaser one hundred percent (100%) of the Shares of Royalties for the accounting period concerned, within fourteen (14) days following the end of each quarterly accounting period; or (ii) direct Third-Party Music Companies to pay the dues Shares of Royalties in accordance with Section 5.3(b). For the avoidance of doubt, Seller may make due Royalty payments to Purchaser in the currency of pounds.

5.4 Seller agrees that, during the Term and the Purchase Schedule Term, Seller shall share, provide, and otherwise make available to JKBX Purchaser all Music Asset Information, including, without limitation, any Music Asset Information requested by JKBX or Purchaser at any time.

5.5 Seller acknowledges and agrees that Seller’s irrevocable assignment to Purchaser of the Royalty Rights in connection with the Asset Purchase hereunder is and shall be binding upon all of Seller’s successors, beneficiaries, heirs and assigns.

 

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5.6 Intentionally deleted.

5.7 The Parties acknowledge and agree that Purchaser shall in no way assume or be deemed responsible for any liabilities, debts, and/or obligations of any nature, known or unknown of Seller, of any kind or nature, of the Music Assets, including, without limitation, any payment obligations incurred by Seller or on Seller’s behalf in connection with the Royalty Rights, or under any agreements entered by Seller or on Seller’s behalf concerning the Royalty Rights (the “Excluded Liabilities”). All such Excluded Liabilities will be retained and remain obligations of the Seller.

6. MEDIA; MARKETING.

6.1 JKBX/Purchaser. To promote and market the Royalty Rights, the Royalty Shares, and underlying Music Assets, JKBX and/or Purchaser may:

(a) draft and issue a press release in respect of the Purchase Schedule, subject to Seller’s prior written approval of the content contained therein (which consent shall not be unreasonably withheld, conditioned, or delayed); and

(b) create and execute a Marketing Plan. Without limiting this Section 6.1(b), to the extent Seller owns or controls the right to any Artist Materials, Seller hereby grants to JKBX and Purchaser the perpetual, non-exclusive, royalty-free, worldwide right to use the Artist Materials delivered by Seller to JKBX or Purchaser, at JKBX or Purchaser’s reasonable request, solely in connection with the marketing, promotion, and exploitation of the Royalty Rights, the Royalty Shares, the Platform, and/or the JKBX products. If JKBX or Purchaser is required to obtain Artist’s prior written consent to use the Artist Materials for the purposes set forth in the previous sentence, Seller shall secure such Artist consent for JKBX and Purchaser and shall promptly deliver to JKBX and Purchaser the relevant Artist Materials.

(c) In connection with the approval requirements set forth in Section 6.1(a), if approval (or rejection) is not delivered by Seller to JKBX or Purchaser within seven (7) days following JKBX or Purchaser’s delivery of such approval request, the content shall be deemed approved by Seller. All approval requests will be sent by email to [*****] (or such other email address as Seller may notify from time to time).

6.2 Seller.

(a) Seller agrees to pay, and JKBX and/or Purchaser agrees to advance Seller’s payment of, the Marketing Fund so that JKBX and/or Purchaser may create and execute the Marketing Plan. For the avoidance of doubt, each filed Offering that includes Royalty Rights will include a separate and distinct Marketing Fund. The Marketing Fund, to the extent it has been spent, is recoupable from the due payments to Seller of the Royalty Right Price as set forth in Section 2.For example, if 50% of the Royalty Shares sell during the Purchase Schedule Term, JKBX and/or Purchaser shall recoup 1.5% from the due payments to Seller solely in connection with the sold 50% of Royalty Shares .

(b) If Seller wishes to draft and issue a press release and/or a marketing plan to promote and market the Royalty Rights, Royalty Shares, and underlying Music Assets contemplated by this Agreement, Seller must obtain JKBX and Purchaser’s prior written approval of the content contained therein (which consent shall not be unreasonably withheld, conditioned, or delayed) in each instance. In connection with the approval requirements set forth in this Section 6.2(b), if approval (or rejection) is not delivered by JKBX and Purchaser to Seller within seven (7) days following Seller’s delivery of such approval request, the content shall be deemed approved by JKBX and Purchaser. All approval requests will be sent by email to [*****] and [*****] (or such other email address as JKBX may notify from time to time).

 

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7. TAXES. Each Party is responsible for all applicable taxes.

8. REPRESENTATIONS AND WARRANTIES.

8.1 Seller warrants and represents on the Effective Date, the date of the Purchase Schedule, and each relevant Offering Date that:

(a) Seller has the right, power, legal capacity, and authority to (i) own the Royalty Rights, (ii) sell, assign, and transfer the Royalty Rights, and (iii) enter into and to fully perform this Agreement and the Purchase Schedule. Seller is not a party to or aware of any arrangement, understanding or agreement that would conflict with the rights granted to JKBX or any Purchaser hereunder;

(b) Seller has good and marketable title to the Royalty Rights, and no interest therein has been assigned, pledged or otherwise transferred or encumbered, nor has any security interest, lien, mortgage, or other encumbrance been granted therein, to secure indebtedness or otherwise;

(c) to Seller’s knowledge, no other person or entity has or may validly claim any right, title, or interest in or to the Royalty Rights which is inconsistent with the absolute and perpetual ownership and control of the Royalty Rights by Seller, subject to applicable law;

(d) Seller has not heretofore done or permitted to be done, and will not knowingly hereafter do or permit to be done, any act or thing to diminish the value of the Royalty Rights and/or which is or may be inconsistent with Seller’s sole and exclusive ownership of the Royalty Rights which may impair, curtail, or in any way derogate from any rights granted to Purchaser pursuant to this Agreement;

(e) to Seller’s knowledge, the applicable Share of Royalties in each Music Asset acquired by Purchaser hereunder shall not be subject to any reduction whatsoever by virtue of any lien, tax, or other encumbrance, any third-party claim, any existing state, federal or international law, or otherwise;

(f) to Seller’s knowledge, each of the Music Assets is original and does not violate or infringe upon any other works or any rights of any person or entity, and the use or exercise by Purchaser or its licensees, successors or assigns of any of the rights, privileges and properties in connection with the Royalty Rights will not violate or infringe upon any common law, statutory or any other rights of any third party, including, without limitation, contractual rights, copyright, trademark, or right of publicity;

(g) Seller is not required to provide any notice to, obtain any consent, approval or authorization of, or make any designation, declaration or filing with any governmental authority or any other entity with respect to Seller’s execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder;

(h) to Seller’s knowledge, there are no claims, actions, causes of actions, demands, lawsuits, arbitrations, audits, suspensions, summons, subpoenas, or investigations of any nature, kind or description, active or pending, or to the best of Seller’s knowledge, threatened or anticipated with respect to the Royalty Rights;

(i) Seller has been receiving statements and payments of the Royalties as and when due pursuant to the applicable Third-Party Music Company agreements;

(j) Purchaser shall not be required to make any payments of any nature for, or in connection with, the acquisition or exploitation of the Royalty Rights except as expressly set forth in this Agreement;

(k) Seller is not in violation of any laws applicable to its business or by which Seller or the Royalty Rights are bound, and none of the transfers contemplated by this Agreement, whether being made concurrently with the execution hereof or subsequent hereto, constitutes or shall constitute a fraudulent transfer or preference within the meaning of the Federal Bankruptcy Act;

 

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(l) Seller has paid all taxes that are owing and payable in respect of the Royalty Rights as of the Effective Date, and there are no liens on any of the Royalty Rights arising in connection with any failure (or alleged failure) by Seller to pay any tax, and Seller will satisfy all tax obligations which arise from or in connection with this Agreement;

(m) if at any time after the Effective Date, any further action is necessary to carry out the purposes of this Agreement, Seller will take such further action at Seller’s cost and expense. Further, Seller will execute, acknowledge, and deliver to JKBX or any Purchaser such further instruments and documents which are reasonably necessary to carry out the terms and purposes of this Agreement (including, without limitation, payment and notice letters of direction), and will otherwise cooperate with JKBX or Purchaser as the Purchaser may deem reasonably necessary at the time, for the purpose of establishing or evidencing the rights granted to Purchaser hereunder, and Seller hereby irrevocably appoints Purchaser as Seller’s attorney-in-fact solely for the purpose of executing such instruments and documents in Seller’s name;

(n) Seller is not insolvent within the meaning of any applicable federal or state bankruptcy laws and no threatened petition of any bankruptcy, insolvency or similar proceeding has been filed by or against Seller;

(o) as of the Offering Date, to Seller’s knowledge, there are no outstanding advances or unrecouped monies paid to Seller that are recoupable from Royalties payable in respect of the relevant Music Assets, and Seller agrees that Seller shall not, at any time after each Offering Date, take or receive any advances or any monies that are recoupable from the Royalties payable in respect of the relevant Music Assets. Seller agrees to promptly notify Purchaser if Seller becomes aware of any outstanding advances or unrecouped monies paid to Seller that are recoupable from the Royalties payable in respect of the relevant Music Assets;

(p) as of the Offering Date, to Seller’s knowledge, there are no outstanding legal holds on the Royalties payable in respect of the relevant Music Assets by any entity or person. Seller will immediately notify Purchaser if at any time after the Effective Date a legal hold on any of the Royalties payable in respect of the Music Assets is instated by an entity or person. In such event, Seller shall use best efforts to cause the withholding entity or person to continue to pay through all other Royalties payable in respect of the Music Assets that are not embodied in the specific Music Asset that is subject to the dispute that triggered such legal hold. Seller agrees to promptly notify Purchaser if Seller becomes aware that a Third-Party Music Company is exercising a right of offset or other legal holds on the Royalties payable in respect of the Music Assets;

(q) Seller shall use reasonable commercial efforts to ensure that all Third-Party Music Companies continuously pay Royalties in respect of the relevant Music Assets and shall continue to exploit the Music Assets in accordance with customary industry practice. If Seller or a given Third Party Music Company desires to remove a Music Asset or Music Assets from a Third Party Music Company agreement and/or terminate an agreement with a Third Party Music Company, Seller shall immediately send notice to JKBX and the applicable Purchaser and Seller shall use best commercial efforts to enter into an agreement with a new Third Party Music Company for the removed Music Asset or Music Assets and submit a new letter of direction attached hereto as Exhibit C to such new Third Party Music Company, if applicable;

(r) if applicable, in connection with the Compositions embodied in the Music Assets, if any, Seller will remain a member of its current performing rights organization(s) (“PRO”) (i.e., ASCAP/BMI/SESAC) in connection with the Music Assets. If Seller wishes to join a different PRO, Seller will immediately notify Purchaser to seek Purchaser’s prior written consent and will cooperate with Purchaser to effectuate the new PRO’s rights;

 

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(s) the Music Asset Information, including, without limitation, as set out in each Purchase Schedule is true, complete, and accurate; and

(t) if you provide Artist Materials hereunder in accordance with Section 6.1(b), such Artist Materials do not infringe on the rights of any third party (including, without limitation, copyright, trademark, or right of publicity) and no use of such Artist Materials by JKBX (or its designees or licensees) or Purchaser for any purpose will violate any law or infringe any rights of others.

8.2 The Purchaser hereby represents and warrants to Seller that: (a) it has the full right, power and authority to enter into this Agreement; and (b) it’s subsequent sale or other disposition of the Royalty Rights shall comply with all applicable laws, rules and regulations.

9. INDEMNITY.

9.1 Seller will at all times indemnify and hold the Indemnified Parties harmless from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of or related to any breach by Seller of, or any third-party claim which is inconsistent with, any warranty, representation, or agreement made by Seller in this Agreement. Seller’s indemnity hereunder shall extend to all costs paid or incurred by any Indemnified Party (including, without limitation, attorneys’ fees) in connection with the good faith defense by such Indemnified Party of, or a response to, any claim, demand, or action which results in a judgment in a court of competent jurisdiction, or in a settlement made with Seller’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed). If, however, Seller fails to consent to a settlement that an Indemnified Party finds acceptable, Seller shall promptly thereafter post a Satisfactory Bond. If Seller fails to post a Satisfactory Bond, the Indemnified Party may settle such claim, demand, or action, and Seller’s indemnity hereunder shall apply with full force and effect. In addition, Seller shall reimburse the Indemnified Parties, on demand, for any payments made by Indemnified Parties at any time with respect to the actual amount of any claim.

9.2 Purchaser and/or JKBX, as the case may be depending on the Claim, will indemnify and hold Seller Indemnified Parties harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal expenses and reasonable counsel fees, arising out of or related to the execution, delivery, and performance of this Agreement, including any breach by Purchaser and/or JKBX of this Agreement or including any Federal Claim (the foregoing collectively, the “Indemnified Liabilities”), provided Seller (a) delivers prompt written notice to Purchaser and/or JKBX of such Indemnified Liability; (b) gives Purchaser and/or JKBX sole control of the defense and settlement of such Indemnified Liability; and (c) provides assistance as needed to Purchaser and/or JKBX to defend against such Indemnified Liability. Notwithstanding the prior sentence, Purchaser and/or JKBX shall not be obligated to indemnify the Seller Indemnified Parties as set forth herein with respect to Indemnified Liabilities that arise from a public or private statement made by the Seller Indemnified Parties with respect to the Platform’s or JKBX’s products and services that is not in accordance with JKBX-approved materials or parameters and guidelines provided by Purchaser or JKBX to Seller, including statements made verbally, in writing, on posts on social media platforms, and/or in any other medium or channel or if such Indemnified Liabilities arise, solely or partially, from Seller’s actions or inactions. Purchaser and JKBX’s liability under this Section 9.2 shall not exceed the sums incurred pursuant to an adverse judgement of a court of competent jurisdiction or a settlement or compromise entered into with Purchaser and/or JKBX’s prior written consent and in no event shall exceed the aggregate amount of the combination of Royalty Rights Prices actually paid to Seller and Royalties actually received by Seller (and not otherwise distributed) up until the date Seller received notice of the applicable Indemnified Liability. Further notwithstanding anything to the contrary in this Agreement, in the event of any claim, breach or alleged breach of this Agreement by JKBX or any Purchaser, Seller acknowledges and agrees that Seller will have no right of rescission with respect to the sale of the Royalty Rights hereunder, no right to terminate this Agreement or to enjoin or restrain the possession, distribution, exploitation or other use of the Royalty Rights by Purchaser, and no claim of ownership or entitlement with respect to the Royalty Rights or any Royalties arising therefrom, and that Seller’s sole remedy will be a suit against Purchaser for monetary damages, which shall not in any event exceed the aggregate amount of the Royalty Rights Prices actually paid to Seller hereunder.

 

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9.3 In addition to, and without limiting Section 9.1, the Parties acknowledge and agree that in the event Seller fails to perform any of its obligations under this Agreement, money damages alone will not be adequate to compensate JKBX or Purchaser. The Parties, therefore, acknowledge and agree that in the event that Seller fails to perform its obligations under this Agreement, JKBX and Purchaser shall be entitled, in addition to any action for monetary damages, to specific performance of the terms of this Agreement and of the covenants and obligations hereunder.

10. AUDIT RIGHTS. Seller shall maintain books and records (or maintain the right to access such books and records maintained by a third party) relating to its payment obligations hereunder and shall preserve the same throughout the Term and for so long as Royalties are payable in connection with the Purchase Schedule. Purchaser will have the right, upon thirty (30) days prior written notice to Seller, to audit such books and records on its own or via a certified public accounting firm; provided that such books and records may only be examined (a) once per twelve (12) month period and each quarterly accounting period may only be examined once; (b) within three (3) years after the date a payment and corresponding accounting statement is received by Purchaser; and (c) at Seller’s principal place of business (or other mutually agreed to location) and during Seller’s normal business hours; provided that, in lieu of the foregoing and at Purchaser’s written request, Seller shall provide Purchaser (or Purchaser’s certified public accounting firm) digital copies of such books and records. Seller shall pay any underpayment revealed by an audit promptly following its conclusion. Purchaser shall pay the cost of any such audit; provided that if an audit reveals that for the period concerned Seller underpaid monies due Purchaser hereunder by five percent (5%) or more, Seller shall promptly pay such underpayment (together with the interest accrued) and reimburse Purchaser for all costs of the audit concerned.

11. NOTICES. All notices shall be in writing and shall either be served by personal delivery, certified or registered mail (return receipt requested), by FedEx or other national overnight delivery service with verifiable delivery tracking, or by email (with a copy also sent by certified or registered mail, return receipt requested), all charges prepaid. Except as otherwise provided herein, such notices shall be deemed given when personally delivered, mailed or sent by FedEx or other overnight delivery service with verifiable delivery tracking or by email (when sent), all charges prepaid, except that notices of change of address shall be effective only after the actual receipt thereof. Notices to JKBX and Purchaser shall be sent to [*****], with a courtesy copy (which shall not constitute notice) to c/o DLA Piper LLP (US), 1251 Avenue of the Americas, New York, NY 10020, Attn: Adam Brenner, Esq. Email: [*****]. Notices to Seller shall be sent c/o [*****].

12. MISCELLANEOUS.

12.1 In no event shall any Party, or any of their employees, officers, and directors be liable for any direct, indirect, punitive, incidental, special, or consequential damages or any damages whatsoever arising out or in any way connected with any of such Party’s breach or, or failure to perform under, this Agreement.

12.2 (a) The Purchase Schedule and any provisions of this Agreement that related to the Purchase Schedule Term shall survive for the Purchase Schedule Term notwithstanding any expiration or (subject to the next sentence) termination of the Term. Seller shall have the right to terminate the Term (or the Purchase Schedule Term either prior to the initial Offering or solely as it relates to any unsold Royalty Rights remaining from the initial Offering, if any) immediately if JKBX or Purchaser are insolvent within the meaning of any applicable federal or state bankruptcy laws or a threatened petition of any bankruptcy, insolvency or similar proceeding has been filed by or against the Purchaser and/or JKBX. For the avoidance of doubt, all rights, covenants and obligations of either Party contained in this Agreement with respect to the Royalty Rights set forth on the Purchase Schedule shall survive the expiration or termination of this Agreement and shall remain in full force and effect for the duration of the Purchase Schedule Term, including, without limitation, those rights, covenants and obligations set forth in Section 5 above. Seller’s representations and warranties set forth in Section 8.1 above in connection to the Music Assets shall survive the expiration or termination of the Term.

 

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(b) If at the expiration date of the Term, the Marketing Fund is unrecouped due to the Royalty Shares not 100% selling out, the Term shall automatically extend until the Marketing Fund is one hundred percent (100%) recouped. Further, if the Royalty Shares that have sold by the date of expiration of the Purchase Schedule Term do not fully recoup the Marketing Fund, Purchaser shall “zero-out” the remaining unrecouped balance of Seller’s account and therefore, the Term and the Purchase Schedule Term shall expire on such date.

12.3 This Agreement, including the Purchase Schedule attached hereto, contains the entire understanding of the Parties hereto relating to its subject matter. This Agreement shall not be amended, change, or modified except by the prior written consent of each of the Parties and no change or modification of this Agreement will be binding unless it is made by an instrument signed by the Party to be charged. A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition or of any subsequent breach thereof. All remedies, rights, undertakings, and obligations contained in this Agreement shall be cumulative, and none shall be in limitation of any other remedy, right, undertaking, or obligation of either Party. This Agreement shall not become effective until executed by all proposed Parties hereto. This Agreement may be signed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all of which shall constitute one document. Delivery of a signed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.

12.4 JKBX and Purchasers may fully assign, license and transfer all or any portion of the Royalty Rights acquired pursuant to this Agreement or any of JKBX’s or Purchaser’s rights or obligations hereunder In no event may Seller encumber, sell, assign, license or transfer, in whole or in part, any of the contractual benefits or contractual obligations under this Agreement without the prior written consent of JKBX, and any such assignment or delegation shall be void ab initio. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their respective successors and permitted assigns.

12.5 JKBX, Purchaser, and Seller shall keep the terms of this Agreement confidential and shall not reveal the same to any third parties, except (a) to their respective representatives; (b) as may be required by law; or (c) in connection with any litigation or filing with a governmental authority, including in connection with any public or confidential filing or submission of an offering statement, offering circular or other document pursuant to the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

12.6 This Agreement is not intended to, nor shall it create any rights, entitlements, claims or benefits enforceable by any person that is not a party to it. This Agreement shall be deemed to have been made in the State of New York and its validity, construction, performance, and breach shall be governed by the laws of the State of New York applicable to agreements made and to be wholly performed therein. Any and all disputes or controversies arising under this Agreement, or any of its terms, any effort by any Party to enforce, interpret, construe, rescind, terminate or annul this Agreement, or any provision thereof (including the determination of the scope or applicability of this Agreement to arbitrate), shall be determined by binding arbitration before a single arbitrator (who shall be a retired judge of a state or federal court with experience in the entertainment industry). Any process in any such arbitration, action or proceeding commenced may be served upon either Party, among other methods, by personally delivering or mailing the same, via registered or certified mail, addressed to the other Party, as applicable, at the address given in this Agreement. The arbitration shall be administered by the Judicial Arbitration and Mediation Services pursuant to its Comprehensive Arbitration Rules and Procedures then in effect (or other mutually agreeable alternative dispute resolution service) and shall be conducted in New York, New York. The arbitrator shall issue a written decision that includes the essential findings and conclusions upon which the decision is based, which shall be signed and dated. Subject to the foregoing sentence, THE PARTIES HEREBY WAIVE

 

10

ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO CLAIMS SUBJECT TO ARBITRATION HEREUNDER. The arbitrator’s ruling in the arbitration shall be final and binding and not subject to appeal or challenge. Judgment on any award may be entered in any court having competent jurisdiction. The Parties further agree that the arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the Parties’ attorneys and their staff, and any experts retained by the Parties.

12.7 Further to Section 12.6, with respect to all persons and entities, the Parties agree that all claims must be brought in the Parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless the Parties agree otherwise, the arbitrator may not consolidate more than one person’s claims. Seller agrees that, by entering into this Agreement, the Parties are each waiving the right to a trial by jury and to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

12.8 THIS AGREEMENT CONTAINS IMPORTANT LEGAL TERMS AND RIGHTS THAT AFFECT SELLER, AND JKBX AND PURCHASER HAVE ADVISED SELLER TO SECURE INDEPENDENT LEGAL COUNSEL. SELLER HEREBY ACKNOWLEDGES THAT SELLER HAS SECURED OR HAS HAD THE OPPORTUNITY TO SECURE LEGAL COUNSEL TO REPRESENT SELLER IN CONNECTION WITH THIS AGREEMENT. SHOULD SELLER CHOOSE NOT TO SECURE INDEPENDENT COUNSEL, SELLER ACKNOWLEDGES THAT SELLER’S DECISION WILL HAVE BEEN MADE KNOWINGLY AND WILLFULLY.

[Signature page follows]

 

11

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date set forth above.

 

JUKEBOX CO.
By:		/s/ Scott Shipman				By:		/s/ Andrew Britton
An Authorized Signatory						ANDREW BRITTON
Name:		Scott Shipman				Name:		Andrew Britton
Email:		[*****]				Email:		[*****]
Date:		05/03/2024				Date:		05/03/2024

 

12

EXHIBIT A

PURCHASE SCHEDULE

 

PURCHASE SCHEDULE #1		DATED:

Royalty Rights

 

MUSIC ASSET TITLE		COPYRIGHT TYPE		ARTIST		ROYALTY RIGHTTYPE		SHARE (IE% OF SELLER’S ROYALTIES TO SELL		ROYALTY RIGHT PRICE
The TV and Film Catalog of Andrew Britton solely composed of the 1,322 cues set out on Schedule Two attached hereto		Composition   Life of Copyright		Various		Public performance, mechanicals, synchronization - compositions, synchronization - recording, other		100%		$2,254,219.22 (USD)

Please provide the additional Music Asset Information for the Music Assets in the table set forth on Schedule One attached hereto.

[Signature page follows]

 

13

ACCEPTED AND AGREED:
JUKEBOX, CO.
By:		/s/ Scott Shipman				By:		/s/ Andrew Britton
An Authorized Signatory						ANDREW BRITTON
Name:		Scott Shipman				Name:		Andrew Britton
Email:		[*****]				Email:		[*****]
Date:		05/03/2024				Date:		05/03/2024

 

14

SCHEDULE ONE

ADDITIONAL CATALOG INFORMATION

 

PURCHASE SCHEDULE #__		DATED:
DETAIL REQUEST PER MUSIC ASSET (DATA TEMPLATE ATTACHED TO EMAIL)
ISRC or ISWC
Recording Artist
Songwriter(s)
Release Year
Copyright Type
Income Interest Type
Original Assignor
Income Interest Term
Region
Third Party Music Payor (“TPMP”) (if applicable)
Accounting Schedule of TPMP (if applicable)
3-5 Years of Historical Quarterly Royalty Data

 

ADDITIONAL INFORMATION

Are there any unrecouped balances, rights to cross-collateralize, legal holds, suspensions, or other encumbrances on a Music Asset composition and/or recording? If yes, please list those Music Assets below.

Are you selling a percentage of a Music Asset’s royalty stream only (i.e., not the contractual income interest)?   •  If yes, do you also own/control the copyright in those Music Assets?   •  If yes, have you received a reversion or termination notice for any Music Asset copyright?   •  If yes or no, if available, please provide date of the original assignor’s original assignment of the copyright and any other subsequent assignments of the copyright by the original assignor.

 

15

SCHEDULE B

MUSIC ASSET TITLES

 

Work Key		Orig. Title:		ISWC:		Tune Code:
19769519		36006011THE FATHERS		T-912.865.455-7		108320BQ
19280012		A BUSY DAY		T-912.658.690-1		106589FT
37819458		A GREAT THUNDER		T-922.397.805-0		291863EU
26147648		A LONE FIGURE		T-915.989.686-3		175249CV
34479084		A SKY FULL OF STARS		T-919.716.453-7		258467EN
31624463		ABC		T-918.769.390-9		229962KQ
31624464		ABC RETROFIED		T-918.769.391-0		229962KR
37866131		ABSOLUTE ZERO		T-922.429.778-3		292330CM
43286395		ACCESS CONTROL		T-927.564.271-2		346529BT
11043154		ACID JAM		T-010.411.681-5		4946643A
14357719		ACOUSTIC SCENE		T-011.777.386-0		9407632E
22529429		ACOUSTICA		T-913.696.812-2		139072HS
22201732		ACROSS THE SKY		T-913.253.013-3		135797KR
19625151		ADRENALINE DIVE		T-910.010.696-5		110040FW
11641930		AFRICAN ODYSSEY		T-010.134.680-8		4603353P
14689781		AFTER DARKNESS		T-902.793.914-6		9498076L
54608326		AFTER THE STORM				459727HS
38870502		AFTER THE SUN		T-923.689.091-8		302373HT
19280006		AFTERNOON TEA		T-912.658.681-0		106589FM
31624442		AGENT ADVENTURE		T-923.106.839-6		229962GP
31624444		AGENT ADVENTURE NO GUITAR		T-319.037.004-4		229962GR
31624445		AGENT ADVENTURE NO GUITAR RETROFIED		T-319.968.287-2		229962GS
31624443		AGENT ADVENTURE RETROFIED		T-319.037.003-3		229962GQ
49432459		ALFA ROMEO				407972ET
12112483		ALIENS REQUIEM		T-011.654.515-3		5856527R
62460443		ALL EYES ON ME		T-314.313.356-2		538245EP
42972883		ALL I REALLY NEED		T-927.417.859-5		343394DU
18494549		ALL SYSTEMS GO		T-912.624.683-1		098737BW
59701986		ALLURE		T-310.464.657-9		510662CS
10716332		ALMOST BLUE 1		T-011.676.563-9		6122588V
14207331		ALTERNATIVE ACOUSTIC		T-903.050.729-0		9751674Z
42157710		AMERICANA BIRTHDAY		T-926.870.613-4		335244FM
24591686		AN AFTERNOON PROMENADE		T-915.820.661-2		159689KV
10809016		ANDY AND DAVE GO SKIING		T-011.259.918-4		4922293T
12600893		ANGEL EYES		T-011.692.117-5		8408235C
49074014		ANTHONY BOURDAIN PARTS UNKNOWN				404388LS
20376760		ANY DAY NOW		T-909.549.015-6		117555BW
10814524		APART		T-011.676.236-7		6132649Q
14011840		APHRODISIAC ATTACK		T-901.653.086-2		8922954T
36629976		APOCALYPSE NOW		T-921.248.154-4		279969GT
14924531		APPROACHING THE HORIZON		T-901.834.530-7		9190085J
44174323		AQUI Y AHORA CUES				355407LW
13006211		ARISE		T-011.676.213-0		5945051Z

 

16

20339733		AROUND YOUR HOUSE		T-910.216.895-6		117185AR
19779273		ASSASSIN MACHINES		T-909.880.197-9		111581FV
34253453		AT THE CROSSROADS		T-919.631.315-2		256211HT
52309079		AT THE INDIE DISCO		T-301.710.392-9		436736ER
19280014		AT THE SEASIDE		T-912.658.695-6		106589FV
27143529		AURORA GLOW		T-916.880.454-4		185202GM
46361303		AURORA OPTICS		T-929.952.056-2		377268KV
18447971		BACCHUS WALTZ		T-909.233.526-7		098273ET
53337559		BACK CHAT		T-302.739.991-9		447020LS
48509519		BACK TO THE RIVER		T-306.456.221-2		398744KT
10866357		BAG OF BONES		T-010.419.502-9		4528429H
9707802		BAHIA BEAT		T-010.429.571-7		5211312X
11002960		BALLROOM BONANZA		T-010.419.503-0		4541166N
11002932		BANJO BANDIT		T-010.412.318-3		4541163J
21848244		BARE FOOT STOMP		T-912.961.322-5		132264LT
34858178		BARE KNUCKLES		T-920.021.961-0		262256GV
61893278		BARGEBOARD		T-313.410.436-8		532574BR
34253465		BARREN EXISTENCE		T-919.631.321-0		256211KV
5044053		BEACH BABYLON		T-010.419.514-3		050441FP
50411002		BEACH HUT BIJOU		T-300.440.757-8		417755LV
22201769		BEAT BEAT HEART		T-913.253.033-7		135798CN
11076294		BEAT ME		T-010.412.320-7		4548204N
3647039		BEAT MONSTER		T-010.063.805-8		036471DV
48637418		BEAT-UP CAR		T-932.055.178-8		400023HU
56897825		BEAUTIFUL ABUNDANCE		T-312.189.515-2		482622BS
56897826		BEAUTIFUL ABUNDANCE - MOMENTS		T-312.189.516-3		482622BT
50101621		BEAUTY IN RUIN		T-300.213.812-3		414662HM
68298721		BEDAZZLED		T-322.145.419-5		596624KU
12041282		BEER SHACK		T-010.422.526-4		5149415X
13701627		BEHIND THE SCENES		T-901.647.120-8		8866263Z
47260749		BELIEVE IN YOU		T-931.813.850-0		386261AN
15899043		BELIEVE IT WILL HAPPEN		T-911.119.931-6		072874KP
34253466		BELOW THE LINE		T-919.631.322-1		256211KW
22529507		BEST COAST ANTHEM		T-913.696.904-5		139073FP
47990823		BEST DAYS		T-931.670.287-1		393559AS
55595258		BEST LIFE		T-305.543.683-0		469596KN
60456293		BETTER DAYS		T-311.272.870-4		518205AS
3893809		BIG AND BAD		T-312.174.887-2		038939AV
22321773		BIG BOTTOM		T-913.315.798-9		136997GN
24056334		BIG BOX OF FUZZ		T-915.356.307-6		154336HV
21916282		BIG BRIGHT IDEA		T-913.024.488-1		132945AS
13092940		BIG FIGHT		T-011.696.346-2		8459187J
18740623		BIG FINISH		T-910.781.840-6		101197EQ
19625329		BIG HITTERS		T-909.235.116-1		110042DU
14061023		BIG HOT BRASS		T-900.298.409-0		8597282P
13101460		BITTERSWEET		T-010.163.552-2		4747640F
38870636		BLACK CAT BOOGIE		T-923.240.704-4		302375BM
21963967		BLACK IS THE COLOUR		T-913.054.536-7		133421FV

 

17

19625344		BLACK LEATHER		T-917.152.145-2		110042FP
10021646		BLACK OUT		T-011.590.720-4		5243846Q
10814544		BLACK SWAN		T-011.676.237-8		6132651T
48388027		BLASPHEMOUS				397529LT
51755719		BLASPHEMOUS		T-318.666.992-7		431202LV
15899063		BLISSFUL MOUNTAIN		T-911.536.075-3		072875AP
4542405		BLISTERING		T-011.648.532-5		045425AR
38121729		BLOOD IN THE WATER		T-922.562.418-0		294886BT
40775609		BLOOD ON MY HANDS		T-925.278.075-9		321424ER
4465901		BLOSSOM HILL		T-011.671.670-1		044660AM
24591687		BLOTTO		T-915.820.663-4		159689KW
5352959		BLUE BALLOONS		T-011.728.451-1		053530FV
10867971		BLUE BOY JAZZ		T-010.432.918-1		4528602L
19625353		BLUES MACHINE		T-917.152.146-3		110042GN
47789749		BOARDERS		T-931.501.479-0		391549CQ
34858201		BOILER ROOM		T-920.021.963-2		262256LN
3680786		BOMBED		T-010.049.243-0		036808KS
32142069		BOOM PROMOS				235134EN
16782533		BORN A HERO		T-911.118.290-2		081670LN
22201801		BORN LOVER		T-913.253.036-0		135798FQ
22321774		BOVVER BOOTS		T-913.315.799-0		136997GP
15514960		BOY IS MINE		T-905.686.001-6		069035BN
15514961		BOY IS MINE (INSTRUMENTAL)		T-905.686.002-7		069035BP
14126663		BRASSNECK		T-011.802.440-0		9723433T
15899080		BRAVE BEAUTY		T-911.118.182-9		072875BW
52591754		BRAWLER		T-302.019.778-4		439563AT
9865884		BREAK BUMPER				5228484Z
14474532		BREAK OF DAY		T-011.780.101-0		9438893A
17377401		BREAKING OF A NEW DAY		T-911.241.020-5		087570BN
30449008		BREATH OF LIFE		T-917.731.310-9		218213LR
9702739		BRIDGE OF SIGHS		T-011.616.273-2		5611621L
10797445		BRIGHT NEW DAY		T-011.676.233-4		6130942Y
22339455		BRIGHT POSITIVE SEVENTEEN				137174CT
17377405		BRIGHTEST STAR		T-911.119.976-9		087570BS
20339834		BRITTLE MEMORIES		T-916.642.773-2		117186AS
11142553		BROMWELL HIGH		T-011.589.088-4		5360388F
14410176		BROMWELL HIGH - CLOSING THEME		T-901.669.816-1		9031855R
14410182		BROMWELL HIGH - OPENING THEME		T-901.669.817-2		9031856T
34701208		BROOKLYN		T-915.336.275-5		260687EM
30446687		BRUISER		T-917.731.193-2		218190HR
11958493		BUBBLE BASS		T-010.421.549-7		5140754K
11729142		BUFF TRAINERS		T-011.577.168-0		5419789E
56897930		BUILDING BEAUTY		T-307.355.066-6		482623CM
56897931		BUILDING BEAUTY - MOMENTS		T-307.355.063-3		482623CN
17377419		BUILDING DREAMS		T-911.668.999-7		087570CW
19462356		BUILDING SUN		T-909.236.186-9		108412KW
40769544		BURY ALIVE		T-925.276.168-5		321363HW
58625549		BUSINESS BED 3				499898ES

 

18

18448024		BUSTLE GRIND		T-912.669.455-1		098273LW
18448025		BUSTLE GRIND (ALT)		T-912.669.456-2		098274AM
11954369		BUTTERCUP		T-010.140.942-0		4633676H
19895988		BUTTERCUP HEARTS		T-909.493.150-7		112748GS
4465886		BUTTERFLY		T-011.676.234-5		044659KS
14136532		CABLE RETRANSMISSION PROGRAMS				9726498F
50481795		CALM GALAXY				418463LM
22321775		CAN YOU HOLD?		T-913.315.800-6		136997GQ
62695741		CAN’T STOP		T-314.992.579-7		540598AT
14583950		CAN’T STOP THIS		T-905.392.376-5		9081460Q
20339867		CAPTAINS OF AN ENDLESS SEA		T-910.385.615-1		117186DV
59701978		CAPTIVATE		T-310.464.650-2		510662BU
39058388		CAR SOS				304252FV
69301797		CAR SOS				606655AP
27456790		CAR SOS TITLES				188332CR
16023311		CARBON DISTORTION		T-915.791.154-1		074081DP
52309104		CAROLINE		T-301.709.647-4		436736GW
19280018		CARTOON SAMPLER		T-912.658.701-7		106589GP
10232488		CASINO BUST		T-011.287.263-5		5265233R
68298726		CASIO		T-322.145.425-3		596624LP
45493018		CATALYZED		T-929.325.887-4		368588EU
24591688		CATCH ME IF YOU CAN		T-915.820.664-5		159689LM
46731090		CATCHING SUNSETS		T-930.519.605-8		380965GR
47789972		CAUGHT UP		T-931.501.474-5		391551ET
4664198		CELEBRITY WATCH		T-011.613.363-1		046642LU
44168406		CELLULAR LEVEL		T-928.147.855-5		355348KQ
38121780		CHAMELEON		T-922.562.420-4		294886GU
59692314		CHAMELEON VOCAL A CAPPELLA		T-310.433.932-0		510565FV
16225729		CHANGING DIRECTION		T-911.158.061-1		076105AU
16225730		CHANGING DIRECTION UNDERSCORE		T-911.158.062-2		076105AV
36630243		CHAOS AND CONTROL		T-921.248.198-6		279972DQ
58639565		CHASE THE SUN		T-309.268.758-2		500038GN
24591689		CHASING ROUND THE BLOCK		T-915.820.665-6		159689LN
19896019		CHASING SHADOWS		T-910.784.989-8		112748LT
21848289		CHEERFUL DAZE		T-912.961.335-0		132265EN
37433073		CHEMTRAIL		T-922.215.894-3		287999HT
52591755		CHEQUERED FLAG		T-302.018.302-8		439563AU
5352099		CHEROOT SHUFFLE		T-011.767.948-7		053521LV
13954211		CHIC JUNK		T-011.737.156-8		8908498K
50411004		CHILL IN THE TROPICS		T-300.440.753-4		417756AM
12409237		CHILREN IN NEED JINGLE		T-011.275.803-8		5189301A
21196205		CHINKS OF LIGHT		T-910.216.951-7		125746GN
21196207		CHOICE OF DANGER		T-910.216.952-8		125746GQ
24043141		CHOKEHOLD		T-921.979.672-2		154204KU
27485890		CHOOSE		T-917.216.803-5		188623AN
12306942		CHOPRATOWN		T-011.589.107-0		5476992A
49860576		CHRISTMAS SONG		T-303.187.653-2		412252HN
37930819		CHRISTMAS STAR		T-923.268.764-8		292977AV

 

19

22321777		CIRRUS		T-315.249.244-5		136997GS
17579210		CITY LIGHTS		T-912.616.205-8		089587GQ
12949895		CITY LIMITS		T-010.091.604-8		4384286H
13100789		CITY SECRETS		T-010.162.440-1		4747551V
4465787		CITY TWILIGHT		T-011.673.585-3		044658KT
11958558		CLAMP DOWN		T-010.421.552-2		5140762X
12476686		CLASSIKKLE		T-011.592.458-7		5493675L
11958593		CLASSIQUE		T-010.421.553-3		5140766A
34253468		CLEAR BLUE SKY		T-919.631.324-3		256211LN
34511252		CLEAR BLUE SKY		T-919.631.324-3		258789AP
35018043		CLEAR BLUE SKY		T-919.631.324-3		263854KV
59701987		CLEARER		T-310.464.659-1		510662CT
40776041		CLIMBING UP THE WALLS		T-925.278.096-4		321428HT
21196222		CLOAKED IN RED		T-910.216.957-3		125746HV
40776048		CLOSE TO MIDNIGHT		T-925.278.097-5		321428KQ
5814137		CLOSE YOUR EYES		T-905.392.373-2		058142DT
10794115		CLOUDLESS SUNSET		T-010.115.007-5		4521672V
9739894		CLOUDS IN MIND		T-010.430.377-6		5214572Q
50411005		COCKTAIL POP		T-300.440.750-1		417756AN
60554524		COLD REVENGE		T-311.324.681-0		519187DP
16225740		COLLATERAL DAMAGE		T-911.158.070-2		076105BV
27143655		COLOURFUL BLOOMS		T-916.880.452-2		185203KT
23292742		COLOURFUL IMPRESSIONS		T-914.181.349-2		146701DU
13954219		COLOURFUL MOMENT		T-901.651.512-1		8908499L
15168161		COME TOGETHER		T-905.768.473-8		065568CP
44168450		COMET CLUSTERS		T-928.147.867-9		355349CU
37433085		COMET STRIKE		T-922.215.806-7		287999KV
62695778		COMING UP FOR AIR		T-314.992.582-2		540598EQ
36871798		COMING UP SHORT TENSION EDIT DRONE MIX-JP				282387FP
40985488		CONCEALING FATE		T-925.556.505-0		323523CP
48509644		CONFETTI CARCRASH		T-310.065.267-9		398746BN
11002856		CONFIDENT GIRLS		T-010.424.479-2		4541158F
21196275		CONSPIRACY SPIRAL		T-910.216.969-7		125747DN
11729063		COOL LOGO		T-011.577.166-8		5419778P
9707786		CORCOVADO NIGHT		T-010.429.570-6		5211309R
19896085		CORRUPTED SOULS		T-916.642.218-0		112749GP
61732129		COUNTDOWN		T-311.272.873-7		518205AU
37930844		COUNTING DOWN THE DAYS		T-922.467.626-0		292977DQ
16321962		COURAGE				077067BP
56898078		COURAGEOUS MOMENTUM		T-307.355.053-1		482624GV
53432608		COVERT PRESSURE		T-302.819.929-9		447971EQ
14924561		COVERT TRACKER		T-901.834.534-1		9190098A
18448114		COWBOY CASANOVAS		T-909.233.046-6		098274KW
26991528		CRAZY KIDS		T-916.762.222-2		183683DR
12755281		CRAZY SUMMER		T-011.180.744-3		4365648Y
13104969		CRAZY SUMMER		T-900.228.565-6		6387224P
10868448		CREEPING WALLS		T-010.424.477-0		4528640R
31624456		CRIMETRAIL		T-918.769.382-9		229962HT

 

20

31624457		CRIMETRAIL RETROFIED		T-918.769.384-1		229962HU
17377518		CRYING HEART		T-912.657.729-5		087571CV
55595275		CRYSTAL SKIES		T-305.543.692-1		469596LV
31624461		CURIOUS		T-922.216.874-3		229962KN
31624462		CURIOUS RETROFIED		T-918.769.388-5		229962KP
19280008		CUTIE AND THE CLOWN		T-912.658.685-4		106589FP
29833101		CUTIE AND THE CLOWN (FULL)		T-919.479.159-8		212064FS
7726640		DAFFODIL ICON		T-011.570.971-1		3742475R
51994904		DAGGERS AND KNIVES		T-301.459.918-5		433594HV
34858264		DAMASCUS		T-920.021.969-8		262257FR
33845811		DANCE DANCE		T-919.462.185-7		252157LU
12981947		DANCE OF LOVE		T-011.696.302-0		8447800N
55595277		DANCEFLOOR FOLKLORE		T-305.543.700-4		469597AM
16782628		DANGEROUS WORLD		T-911.669.429-2		081671KT
13467321		DARK DIAMOND		T-900.270.622-1		8328459L
21196333		DARK LIES		T-910.216.980-2		125747KW
18036055		DARK LIGHT		T-911.533.765-0		094155BM
19896143		DARK MINDS		T-916.265.013-7		112750CM
21196334		DARK SKIES		T-910.216.981-3		125747LM
11641874		DARK TRADE		T-010.134.679-5		4603349J
26572623		DARK UNIVERSE		T-917.787.099-4		179497FQ
26572624		DARK UNIVERSE AMBIENCE		T-919.231.340-9		179497FR
26572625		DARK UNIVERSE DRONE		T-917.787.100-0		179497FS
26572626		DARK UNIVERSE FX RISER		T-919.231.342-1		179497FT
26572627		DARK UNIVERSE HIT		T-929.776.556-1		179497FU
26572628		DARK UNIVERSE PULSE 1		T-922.223.165-4		179497FV
26572629		DARK UNIVERSE PULSE 2		T-308.375.359-3		179497FW
26572630		DARK UNIVERSE RHYTHMIC HITS		T-919.304.661-6		179497GM
26572631		DARK UNIVERSE SWEEP		T-916.920.521-4		179497GN
5352198		DARKEST BEFORE DAWN		T-011.773.046-7		053522LU
14622755		DATELINE NBC CUES				8744685J
55595279		DAYS WE SHARE		T-305.543.707-1		469597AN
59701980		DAZZLE		T-310.464.652-4		510662BW
60554527		DEAD MAN’S SHOES		T-311.324.684-3		519187DS
46017452		DECEPTIVE		T-929.820.688-9		373831CV
12934780		DELICATE ESSENSE		T-010.160.357-9		4730960X
17579236		DELICATE TOUCH		T-912.617.211-0		089587KW
47790442		DEMOLITION		T-931.501.485-8		391556BT
16125440		DESERTED WONDER		T-915.990.171-0		075102EQ
14957974		DESIGNER SPACES				9932808Y
68298722		DESIGNER TASTE		T-322.145.420-8		596624KV
12311130		DESTINATION NOWHERE		T-011.589.137-6		5477457L
55822936		DEVIL ON THE RISE		T-306.074.819-4		471873DW
52364814		DEVIL WITHIN		T-301.755.764-7		437293HT
40776470		DEVIL’S GONNA TAKE ME HOME		T-925.278.056-6		321433AS
18483826		DEVIL’S LOIN		T-913.401.688-9		098629LT
18448147		DEVIL’S LOIN (ALT)		T-910.129.451-3		098275CP
62695857		DEVIL’S WORK		T-314.992.594-6		540599CP

 

21

19280015		DICKIE BOW WALTZ		T-912.658.697-8		106589FW
15927996		DIGITAL DESTRUCTION		T-911.118.443-1		073164DM
30344279		DIMENSIONS		T-917.651.569-8		217169AQ
14992884		DIRTY JAZZ				063820CR
48509706		DIRTY WORK		T-306.161.825-1		398746HQ
9796642		DISCO BUNNY		T-010.063.809-2		3973870C
49276551		DISCO BUNNY		T-010.063.809-2		406413GU
62761128		DISORTED SOUL HIT				541251KV
43391285		DISTANT SUN		T-928.110.177-7		347577LT
26572670		DISTORTED SOUL		T-919.582.818-3		179498AM
26572671		DISTORTED SOUL AMBIENCE		T-304.049.206-2		179498AN
26572672		DISTORTED SOUL DRONE		T-916.879.969-7		179498AP
26572673		DISTORTED SOUL FILTER FX		T-312.210.292-1		179498AQ
26572674		DISTORTED SOUL HIT		T-917.787.101-1		179498AR
26572675		DISTORTED SOUL PULSE 1		T-312.210.294-3		179498AS
26572676		DISTORTED SOUL PULSE 2		T-304.046.657-3		179498AT
26572677		DISTORTED SOUL RHYTHMIC HITS 1		T-932.764.746-1		179498AU
26572678		DISTORTED SOUL RHYTHMIC HITS 2		T-932.321.503-8		179498AV
26572679		DISTORTED SOUL RHYTHMIC HITS 3		T-312.210.293-2		179498AW
26572680		DISTORTED SOUL RISER 1		T-922.217.683-2		179498BM
26572681		DISTORTED SOUL RISER 2		T-920.460.798-7		179498BN
26572682		DISTORTED SOUL RISER 3		T-921.261.593-5		179498BP
43286768		DIVERSION TACTICS		T-927.564.281-4		346532KW
43286769		DIVIDED		T-927.564.282-5		346532LM
15195584		DIZZY FOR THE FEELING		T-911.120.996-2		065842BM
69849111		DO YOU LOVE ME		T-323.358.810-4		612128AV
70148445		DOCKERS		T-323.814.999-6		067418AQ
33845825		DON’T SAY IT		T-919.462.196-0		252158BP
68298725		DON’T TOUCH		T-322.145.423-1		596624LN
59485904		DOWN TO THE WIRE		T-310.208.388-1		508501GN
59696440		DOWN TO THE WIRE		T-310.440.085-9		510606KR
46361684		DOWNLOADING ARCTIC LANDSCAPES		T-929.952.131-6		377272GW
43207552		DOWNLOADING LANDSCAPES		T-927.505.988-6		345740KQ
42001255		DREAM CATCHER		T-926.762.984-5		333680BR
43310830		DREAM COME TRUE		T-927.654.300-1		346773EW
13297751		DREAM DESIGN (MOVIE)		T-901.641.598-8		8818560Y
22529674		DREAMING AND MOVING		T-913.696.980-7		139075BW
11080025		DREAMS		T-900.218.653-0		6159069X
17377601		DREAMS TOGETHER		T-911.532.939-0		087572BN
36109761		DRIFT TOWARDS PLUTO		T-921.076.271-3		274768BV
16125458		DRIFTING CLOUD		T-911.240.913-9		075102GN
27143728		DRIFTING CLOUDS		T-918.579.222-7		185204FW
24242776		DRIFTING SHADOW		T-915.553.999-4		156201AQ
46538227		DROP IN THE OCEAN		T-930.300.630-6		379037EW
11747893		DRUG UNDERWORLD		T-011.684.366-3		6233955H
34253463		DRY GROUND		T-919.631.319-6		256211KT
15632433		DUKE BARCLAYCARD PROMO		T-316.747.741-6		070209GN
13101534		DUSK SKYLINES		T-010.162.454-7		4747648N

 

22

31409064		DUSKY SKYLINE		T-011.215.809-4		227811AU
36109775		DUST AT DAWN		T-921.076.273-5		274768DP
16575545		DUST LANDS		T-911.817.581-8		079601KW
12807996		EASTERN EYE		T-010.087.302-6		4370536L
16225731		EASTERN WINDS		T-911.158.063-3		076105AW
16225732		EASTERN WINDS UNDERSCORE		T-911.158.064-4		076105BM
34253470		EASYGOING		T-919.631.326-5		256211LQ
34511254		EASYGOING		T-919.631.326-5		258789AR
35018045		EASYGOING		T-919.631.326-5		263854LM
61107765		EB THEME 2		T-312.072.810-7		524719DS
43286810		ECONOMIC BREAKDOWN		T-927.564.286-9		346533DN
50470583		EFFECTIVE IMMEDIATELY		T-300.447.724-7		418351HV
27143741		EFFERVESCENT		T-916.880.479-3		185204HP
11043064		EL GUAPO		T-010.411.680-4		4946630J
12934851		ELAPSED TIME		T-010.160.359-1		4730966E
19122531		ELECTRIFIED NIGHT		T-909.345.917-7		105014KW
46731463		ELECTRON		T-930.519.712-0		380969DU
27143742		ELECTRONIC FIELDS		T-916.880.480-6		185204HQ
4016699		ELECTROPLASM		T-011.664.421-3		040167LV
61107764		EMBARASSING BODIES		T-312.072.811-8		524719DR
17377627		EMERGING COLOURS		T-911.343.370-8		087572DU
37416615		END OF EARTH				287835BV
12788139		ENDLESS SUMMER		T-010.087.206-7		4368624Z
14924576		ENIGMATIC DAWN		T-901.834.536-3		9190105N
58639827		ENOUGH IS ENOUGH		T-309.268.763-9		500041CQ
43286830		ERASING DATA		T-927.564.287-0		346533FN
44168610		ESCAPE VELOCITY		T-928.147.889-5		355350KU
37682822		ESTABLISHING CONNECTION		T-922.295.188-4		290497BQ
11915808		ETERNAL OPTIMIST		T-010.139.516-7		4629888L
12385007		ETNA		T-011.275.525-5		5186835F
38870931		EUPHORIC GLOW		T-924.004.350-9		302378AS
69737180		EVA LONGORIA SEARCHING FOR MEXICO				611008HU
46147636		EVASION		T-929.852.557-2		375132GW
5352166		EVERYTHING IS		T-011.773.045-6		053522GS
14341578		EVIL DESTROYER		T-903.054.084-2		9789222R
14924579		EVOLVING METRE		T-901.834.537-4		9190106P
32407166		EXPLODING STAR		T-919.166.693-0		237784DW
38870942		EXPLODING STAR		T-923.589.625-0		302378BT
14689833		EXPLOSIVE MEMORIES		T-902.793.923-7		9498089E
21196514		EXTREME CAUTION		T-910.216.840-1		125749HM
34701215		FABRIC		T-915.336.275-5		260687EU
52591764		FACE THE ENEMY		T-302.018.346-0		439563BT
16689197		FACTUAL UNDERSCORE				080738BW
34253464		FADED DREAM		T-919.631.320-9		256211KU
34511248		FADED DREAM		T-919.631.320-9		258788LV
35018039		FADED DREAM		T-919.631.320-9		263854KR
39104322		FAINT GLIMMER		T-923.351.314-9		304711LP
43286855		FAKE NEWS		T-927.564.288-1		346533HT

 

23

36010329		FALL OR FLY		T-061.730.823-2		273774KQ
36109853		FALLING ALONE		T-921.076.291-7		274769BM
54405250		FALLING SUSTAIN UNDERSCORE				457697AT
44168638		FALSE DAWN		T-928.147.896-4		355351BS
61383096		FAMOUS NOW		T-312.520.270-8		527472FQ
30446985		FANCY IT		T-917.731.177-2		218193HP
5352107		FANDANGO FLIRT		T-011.767.949-8		053522AT
19280027		FANTASY WORLDS 1		T-925.127.745-9		106589HN
19280028		FANTASY WORLDS 2		T-925.127.746-0		106589HP
19280029		FANTASY WORLDS 3		T-925.127.747-1		106589HQ
19280030		FANTASY WORLDS 4		T-921.647.183-9		106589HR
9796710		FASHION QUEEN		T-010.063.810-5		3973880T
18775958		FEARLESS FLIGHT		T-909.883.050-3		101550FS
10868369		FEED THE GROOVE		T-010.424.476-9		4528633H
34858353		FEEL THE EUPHORIA		T-920.021.976-7		262258EQ
38870962		FEEL THE RUSH		T-924.406.880-2		302378DT
8623269		FEELIN’ FINE		T-011.128.348-7		3838342Y
5629343		FEELIN MELLOW		T-010.085.003-0		056294EP
47260751		FEELING INDESTRUCTIBLE		T-930.993.498-3		386261AQ
14126675		FETE INVADERS		T-011.802.441-1		9723434V
43207673		FIBER OPTICS		T-927.505.999-9		345742AR
16225756		FICKLE FATE		T-911.158.086-0		076105DR
49603314		FIFTEEN MINUTES OF FAME		T-310.112.889-2		409676BV
55823075		FIGHT & FURY		T-306.074.825-2		471874HV
17377680		FIGHTING HEARTS		T-911.362.504-0		087572LM
19896345		FILL UP WITH SUNSHINE		T-909.231.330-9		112752CP
46761334		FIND WHAT YOU’RE LOOKING FOR		T-316.429.063-1		381267LT
44935524		FIRE IN MY SOUL		T-928.823.671-5		363018AT
4265275		FIRE SPARKLE		T-901.650.433-9		042653HR
17339172		FIRESTORM EYES		T-911.533.798-9		087187LP
4684184		FIRST DAY		T-011.699.262-1		046842KQ
13790403		FIRST IMPACT		T-902.815.909-3		9645351R
13080901		FIZZY COCKTAILS		T-011.696.518-4		8458086P
11366543		FLAIR FOR FUNK		T-011.650.265-8		5781864T
59701979		FLARE		T-310.464.651-3		510662BV
44168676		FLASH FORWARD		T-928.147.906-9		355351FQ
59701985		FLAWLESS		T-310.464.658-0		510662CR
15515251		FLIPFLOPS & BOTTLETOPS		T-911.119.908-7		069038AP
15515252		FLIPFLOPS & BOTTLETOPS (INSTRUMENTAL)		T-909.823.408-3		069038AQ
70181182		FLIPFLOPS BOTTLETOPS INST		T-323.914.186-3		108319HS
38553043		FLOATING HIGHER		T-924.405.476-0		299199CR
18775988		FLOATING HOME		T-912.666.987-2		101550KS
36109891		FLOOD RISING		T-921.076.300-1		274769EV
23292871		FLY FOREVER		T-914.181.382-3		146702GT
15176393		FOLLOW ME		T-905.684.575-1		065650ES
14565457		FOR THE BEST		T-011.719.957-1		8730114E
18494859		FOR THE PEOPLE		T-912.656.701-9		098740CW
18448256		FORBIDDEN FRUIT		T-909.548.972-8		098276DN

 

24

24138690		FORCE FROM UNDER		T-915.417.982-5		155160CT
10683175		FOREST OF DREAMS		T-011.556.085-4		5313565T
24138691		FOREVER ALIVE		T-915.417.989-2		155160CU
17377703		FOREVER HAPPINESS		T-912.616.987-7		087573BQ
62571628		FORGED IN FIRE				539357CM
19280011		FOXTROT OSCAR		T-912.658.689-8		106589FS
16225742		FRACTURED MEMORIES		T-911.158.072-4		076105CM
16225743		FRACTURED MEMORIES UNDERSCORE		T-911.158.073-5		076105CN
59701989		FRAGRANT		T-310.464.661-5		510662CV
25527100		FRAMES OF MOTION		T-932.159.534-0		169043LN
14924593		FRAMES OF MOTION (PART 1)		T-901.834.539-6		9190111X
14924596		FRAMES OF MOTION (PART 2)		T-901.834.540-9		9190112Y
5352822		FREE RANGER		T-011.735.769-3		053529CN
16225748		FREEDOM FIRST		T-911.158.078-0		076105CT
12168503		FREEDOM RIDIN’		T-010.424.011-0		5162834E
38870994		FRIDAY IS HERE		T-923.240.836-5		302378GV
43207719		FRIEND REQUEST PENDING		T-927.506.004-3		345742FM
4872036		FRIENDS REUNITED		T-011.577.157-7		048721DS
36109912		FROST FERN		T-921.076.222-4		274769GW
11866396		FULL FRONTAL		T-011.614.051-2		4625091H
31624450		FULL TILT		T-918.769.374-9		229962HM
31624451		FULL TILT RETROFIED		T-918.769.376-1		229962HN
22529757		FUN FEST		T-913.697.014-4		139076AP
13019646		FUNK REVOLVER		T-900.200.485-5		5946271T
3417952		FUNKY KING		T-011.609.872-6		034180FN
13068738		FUTURE NIGHTMARES		T-010.161.876-1		4744257F
10683265		FUZZY EDGES		T-011.556.087-6		5313575J
27105061		GABRIELLE_HL		T-916.864.735-6		184818BN
12113551		GALACTICA		T-011.654.529-9		5856622H
13954337		GALATIC ALLSTAR		T-901.650.435-1		8908519Q
13308180		GANGSTER SCAT		T-011.609.873-7		5577897R
62695970		GASOLENE		T-314.992.611-0		540600DS
43207742		GATEWAY IDENTIFIED		T-927.506.010-1		345742HQ
12533706		GAULOISE GROOVE		T-010.154.560-1		4691048A
10868467		GET STARTED		T-010.424.478-1		4528642V
27310603		GET UP AGAIN		T-917.004.201-0		186872EV
24705669		GET UP NOW		T-915.843.239-4		160829GR
45493224		GETAWAY DRIVER		T-929.325.689-0		368590FQ
38871144		GETTING THE JOB DONE		T-923.240.841-2		302380BV
10844446		GIFFER		T-011.558.826-5		5330223Q
4268059		GIMME YOUR NAME		T-011.736.002-7		042681FV
11771922		GIRLS FROM THE BRONX		T-900.189.807-3		5822864N
12830827		GIRLS FROM THE BRONX		T-010.087.597-5		4372741C
10396458		GIRLY		T-011.191.555-9		4482645A
48637420		GIVE ME A REASON		T-932.055.179-9		400023HW
12808120		GLASS STRUCTURE		T-010.087.304-8		4370547A
12954909		GLASS STRUCTURE		T-900.199.671-0		5939711X
13308674		GLAZED EYES		T-011.609.879-3		5577950V

 

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