COMBINED SYNCHRONIZATION AND PERFORMING RIGHTS LICENSE

AND MASTER RECORDING LICENSE

MOTION PICTURE

1) The motion picture covered by this license is (TITLE) (herein "Motion Picture").

2) The musical composition(s) (hereinafter referred to individually and collectively as the "Composition")
and master recording(s) (hereinafter referred to individually and collectively as the “Master") covered
by this license is/are as set forth on the Schedule A attached hereto and incorporated herein by this
reference. The Songwriter(s) of the Composition are as respectively set forth thereon. The Recording
Artist(s) (hereinafter referred to individually and collectively as the “Artist") with performances
embodied in the Master is/are as respectively set forth thereon. The Master and the Composition as
sometimes hereinafter collectively referred to as the “Work”.

3) The type, duration and number of uses of the Work to be recorded is/are as respectively set forth on the
Schedule A.

4) The administrative interest covered hereby is/are as respectively set forth on the Schedule A. The
Territory covered hereby is the Universe (the “Territory”).

5) The term of this license shall be in perpetuity effective as of the earlier to occur of the date of execution
hereof or the date of initial use of the Work in connection with the Motion Picture, whether in the
Motion Picture itself or in the marketing materials thereof (the “Effective Date”).

6) IN CONSIDERATION of the sum of (TOTAL) for the rights licensed hereunder, to be paid upon
execution and delivery hereof, (NAME), (hereinafter referred to as "Licensor") hereby grants to
(COMPAMY), (hereinafter referred to as "Producer"), with the following non-exclusive rights, licenses,
privileges and authority:

a) To fix and record in any manner, medium, form or language, in each country of the Territory the
aforesaid type and use of the Work (including the music and/or lyrics thereof in any arrangement or
orchestration) in synchronism or timed-relation with the Motion Picture, and to make copies of
such recordings in the form of negatives and prints necessary for distribution, exhibition,
performance, exploitation and or any other communication to the public in any and all media
whatsoever, whether now known or hereafter devised, including, without limitation theatrical or
non-theatrical exhibition, Internet (whether downloading, streaming or otherwise) and broadcast on
any and all forms of television media or broadcast, including, without limitation, network, non-
network, local or syndicated broadcasts, "pay television," "cable television," "subscription
television," "CATV," "pay-per-view," "satellite broadcasts," "video-on-demand," "free television"
and "closed circuit television," whether via electronic, wireless, cable, fiber optic or other now
known or hereafter devised means, and to import said recording and/or copies thereof into any
country throughout the Territory all in accordance with the terms, conditions, and limitations
hereinafter set forth;

b) To reproduce the Work, as recorded in the Motion Picture in copies embodying the entire Motion
Picture for linear exhibition in any and all media whatsoever, whether now known or hereafter
devised, intended for "home use" or “personal use”, including, but not limited to Video Cassettes,
DVDs and Video Discs and any other media now known or hereafter devised (all of the foregoing
media collectively referred to as "Videograms"), and to sell, lease, rent, transmit, license or
otherwise distribute them by sale or otherwise in each and every country of the Territory for any
and all purposes now or hereafter known. Producer is licensing the rights granted hereunder on a
buyout basis and shall therefore not be obligated to make any further or additional payments
whatsoever for any of the rights granted hereunder. Notwithstanding anything to the contrary in
this paragraph 6(b), the foregoing shall not be construed to limit in any way Producer's rights
pursuant to paragraph 8 below to reproduce, for purposes set forth in paragraph 8, one or more
 linear portions of the motion picture embodying the Work as recorded in the Motion Picture. For
purposes of this paragraph 6(b), the following definitions shall apply;

i) The right to reproduce the Work "as recorded in the Motion Picture" shall mean the right to
reproduce the Work in synchronization with the same visual images which appeared in
synchronization with the Work in the Motion Picture;

ii) "The entire Motion Picture" shall refer to the Motion Picture as theatrically released and any
edited or expanded version thereof intended for linear exhibition (e.g. including without
limitation director's cuts, editor's cuts, panned and scanned and/or letterboxed versions, sing-
along versions, versions for the impaired, subtitled or dubbed versions, foreign versions, clips,
retrospectives, “best ofs”, etc.);

iii) A motion picture intended for "linear" exhibition is one intended for passive viewing in a
predetermined order or sequence, the order, outcome and contents of which cannot be selected
or altered by the viewer other than through the performance of now-existing DVD/DVR/VCR
functions (e.g., stop, play, fast forward, rewind, etc.).

c) To use the performance of the Artist co-extensive with those rights granted hereunder to the Master.
In addition, Licensor grants to Producer the right to use the Artist's name and approved likeness and
biography in connection with the exploitation and promotion of the Motion Picture.

d) To publicly perform for profit or non-profit and to authorize others so to perform the Composition
in the exhibition of the Motion Picture to audiences in motion picture theaters and other places of
public entertainment where motion pictures are customarily exhibited throughout the world
including the right to televise the Motion Picture into such theaters and other such public places.
Licensor agrees that, to the extent it controls said performing rights, it will license an appropriate
performing rights society in the respective countries to grant such performing right. In no event
shall Producer be obligated to Licensor for performance fees hereunder unless Producer is itself the
performer and/or exhibitor of the Composition. For purposes hereof, a download of the Motion
Picture and/or any advertising therefrom does not constitute a performance of the Composition.

e) Irrespective of any of the foregoing, it is understood that with respect to the public performance of
the Composition as embodied in the Motion Picture by means of theatrical exhibition and by means
of any and all forms of television broadcast and by any and all other means and forms now known
or hereafter devised, clearance by performance rights societies will be in accordance with their
customary practices and the payment of their customary fees.

7) The exhibition of the Composition as embodied in the Motion Picture in the U.S. by means of television
(other than as described in subparagraph 6(c) hereinabove) including, without limitation, by means of
network, non-network, local or syndicated broadcasts, "pay television," "cable television," "subscription
television," "CATV," "pay-per-view," "satellite broadcasts," "video-on-demand" and "closed circuit into
homes television," is subject to the following:

a) The Composition as embodied in the Motion Picture may be exhibited by means of television,
including without limitation, by networks, non-network, local or syndicated broadcasts, "pay
television," "cable television," "subscription television," "CATV," "pay-per-view," "satellite
broadcasts," "video-on-demand" and "closed circuit" provided that such television stations have
valid performance licenses therefor from the American Society of Composers, Authors and
Publishers (ASCAP) or Broadcast Music, Inc. (BMI).

b) Exhibition of the Composition as embodied in the Motion Picture by means of television, including
without limitation, by networks, non-network, local or syndicated broadcasts, "pay television,"
"cable television," "subscription television," "CATV," "pay-per-view," "satellite broadcasts,"
"video-on-demand" and "closed circuit" stations not licensed by ASCAP or BMI is subject to
clearance of the performing rights either from Licensor or ASCAP or BMI or from any other
 licensor acting for or on behalf of Licensor, said rights to be negotiated in good faith; provided,
however, that Producer shall have the continued right to distribute and otherwise exploit the Motion
Picture during the course of these negotiations.

8) The recording, fixation and performing rights hereinabove granted include such rights for both in-
context and out-of-context air, screen, television and audio-visual trailers, electronic press kits ("EPK"),
websites, commercials, music videos, promotions, publicity and advertisements for the promotion or
exploitation of the Motion Picture as well as audio-only promotions, publicity and advertisements for
the promotion or exploitation of the Motion Picture (e.g., podcasts, radio promotions, etc.).

9) Provided that the Work is included in the Motion Picture, Producer shall accord a credit for the title,
Songwriter(s), Artist and Licensor of the Master in the end titles of the Motion Picture in substantially
the following form:
“Title”
Written by
Performed by
Courtesy of

10) All other characteristics of such credit shall be left to Producer’s sole and absolute discretion. No casual
or inadvertent failure by Producer or any failure by a third party to comply with the provisions of this
paragraph shall constitute a breach of this license.

11) Licensor represents and warrants that (a) it owns or controls the Work licensed hereunder and has the
full legal right and authority to grant all rights granted pursuant to this license, (b) it has obtained all
necessary permissions, if any, from any third parties including, without limitation, the Songwriter(s) of
the Composition, and the Artist and the producers of the Master for use of the Work as provided herein
such that the consent of no other party is required in connection with your use of the Work as herein
authorized, (c) Producer shall not be required to pay any monies whatsoever with respect to the rights
granted herein and/or the exploitation of such rights pursuant to the terms and conditions hereof, except
as specifically set forth herein, and (d) the use of the Work as contemplated hereunder shall not infringe
upon or violate the copyright, common law rights or any other rights of any person, firm or corporation.
For the avoidance of doubt, Licensor shall be solely responsible for obtaining any and all necessary
permissions for the use of the Master from any union or guild having jurisdiction over Producer’s use of
the Master as provided herein, and for all payments, if any, required to be paid under applicable
collective bargaining agreements with respect to the so-called “re-use” / “new-use” of the Master in the
Motion Picture.

12) Licensor shall indemnify and hold harmless Producer, its parents, affiliates, successors and assigns, and
their respective licensees, directors, officers, shareholders, members, agents and employees and its and
their parents and affiliates harmless to the fullest extent permitted by applicable law from and against
any and all losses, costs, damages, liabilities, and expenses (including reasonable attorneys' fees and
costs), which they or any of them may suffer or incur, to the extent directly resulting from, arising out of
or connected with any actions, suits, or other claims arising out of Producer's exercise of any rights
granted hereunder, or any breach or alleged breach, in whole or in part, of the representations and
warranties made by Licensor hereunder, whether reduced to judgment by a court of competent
jurisdiction or settled with Licensor's consent, which consent shall not be unreasonably withheld.
Licensor shall reimburse Producer upon demand for any payment by Producer at any time with respect
to such losses, damages, liabilities, attorneys' fees and costs, actions, suits or other claims to which the
foregoing indemnity applies. Notwithstanding the foregoing, Producer shall have the right to settle any
claim without Licensor's consent thereto upon terms and conditions acceptable to Producer in its sole
discretion.

13) Licensor reserves all rights not expressly granted to Producer hereunder. All rights granted hereunder
are granted on a non-exclusive basis. The rights granted to Producer herein shall endure in perpetuity.
14) Producer shall have the power and authority to assign its rights and obligations under this license to any
party whatsoever without Licensor's consent. This license is binding upon and shall inure to the benefit
of the respective successors and/or assigns of the parties hereto.

15) No failure by Producer to perform any of its obligations hereunder shall constitute a breach of this
license, unless Licensor has given Producer written notice of such non-performance and Producer fails
to cure such non-performance within thirty (30) days of its receipt of such notice. In the event of any
actual or alleged breach of any provision of this agreement by Producer, Licensor's sole remedy will be
an action at law for damages, if any, and in no event whatsoever will licensor be entitled or seek to
enjoin, interfere or inhibit the distribution, exhibition or exploitation of the Motion Picture or the
marketing and/or advertising thereof. Nothing herein contained shall prevent Producer, at Producer’s
election, from eliminating the Master and/or the Composition from the Motion Picture.

16) All notices hereunder required to be given to the parties hereto and all payments to be made hereunder
shall be sent to the parties at their addresses set forth above or to such other addresses as each party
respectively may hereafter designate by notice in writing to the other.

17) This license shall be governed by and subject to the laws of the State of California applicable to
agreements made and wholly performed within California.

18) This license may be executed in one or more counterparts, all of which together shall constitute one and
the same instrument. A signed copy of this license delivered by facsimile, Portable Document Format
(“PDF”), Joint Photographic Experts Group (“JPG”), Tag Image File Format (“TIFF”), or electronic
signature shall be treated as if it had been delivered containing an original signature of the party whose
signature appears in the facsimile, PDF, JPG, TIFF or electronic signature and shall be binding upon
that party in the same manner as though an original signed copy had been delivered.

IN WITNESS THEREOF, the parties agree to the foregoing to be executed and effective as of the date
___________________, (“Effective Date”).

(NAME)
“Licensor”

By: _____________________________________
An Authorized Signatory

(NAME)
“Producer”

By: _____________________________________
An Authorized Signatory
 Schedule A

Songwriter(s) [S] / Publisher(s) [P] / %

Title(s) Artist(s) [A] Label(s) [L] / % Duration/Type