ARTISTE MANAGEMENT AGREEMENT

BETWEEN
M & E MUSIC COMPANY LIMITED

AND
MS EZEME WINIROVER NKEMDILI

DATED THIS 3RD DAY OF JANUARY, 2024.

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 ARTISTE MANAGEMENT AGREEMENT

THIS ARTISTE MANAGEMENT AGREEMENT (AGREEMENT) is made this 3rd day

of January, 2024.

BETWEEN
M & E MUSIC COMPANY LIMITED a company incorporated in Nigeria of RC 1714099
with registered office at 33, Castle Rock Drive, Osapa London, Lekki, Lagos State, Nigeria
(hereinafter referred to as “the Company”) of the one part.

AND
MS EZEME WINIROVER NKEMDILI of ________________________________
_________________________________________________________ ( hereinafter referred
to as “the Artiste”) of the other part.

WHEREAS

1. The Company is the organiser of the Gospel Icon Africa Music Talent Reality TV
Show (hereinafter the “GIA”).

2. The Artiste is the winner of GIA Season 1 which grand finale held on the 7 th
December 2023.

3. As a condition of winning GIA the Artiste is entitled to and under an obligation to be

managed by the Company.

4. The Company and the Artiste, individually referred to as a “Party” and both as
“Parties” herein, have entered into this Agreement in accordance with the terms and
conditions hereunder contained.

IT IS HEREBY AGREED as follows:

In consideration of the above recitals, representations, warranties, mutual covenants and

obligations herein and for other good and valuable consideration, the sufficiency of which the
Parties acknowledge, the Parties have entered into this Agreement:

1.0 TERM.
1.1 The term hereby granted to the Company commencing on the date of this Agreement
shall be for a period of two (2) years except suspended or terminated in accordance with
the provisions of this Agreement (the “Term”).

1.2 The Artiste hereby grants to the Company an irrevocable option to renew the Term for a
further period of two years in the same terms and conditions of this Agreement by a

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 written notification of same to the Artiste not later than two (2) months after the
expiration of the Term in clause 1.1 above (“Further Term”).

2.0 RECORDING SERVICES

During the Term of this Agreement, the Artiste shall render to the Company the Artiste’s
exclusive services as a recording artiste for the purpose of making Master Recordings and
as otherwise set forth herein.

3.0 RECORDING COMMITMENT

During the Term, the Artiste shall render the Artiste’s services to the Company, in
accordance with the terms and conditions hereof, in connection with recording a
minimum number of Masters (the “Minimum Recording Commitment”).

4.0 RECORDING PROCEDURE

4.1 In connection with Master Recordings to be made herein, the following matters shall be
determined by the Company in consultation with the Artiste, provided that the
Company’s decision shall be final:
i. Selection of the producer;
ii. Selection of material to be recorded, including, without limitation, the number of
compositions to be recorded; and
iii. Selection of dates of recording and studio where recording is to take place, including
the cost of recording therein. The scheduling and booking of all studio time will be
done by the Company.

4.2 Each Master Recording made herein shall be subject to the Company’s approval as
commercially and technically satisfactory for the manufacture and sale of Records.

5.0 RECORDING COSTS

5.1 The Company shall pay all specifically approved Recording Costs in connection with
Master Recordings made herein. The recording budgets for Albums delivered herein
shall be determined by the Company. The Company shall not be responsible for the
Recording Costs incurred in the production of any prior Masters unless the Company
specifically agrees otherwise in writing. Notwithstanding the foregoing, the Artiste shall
be solely responsible for paying any Recording Costs incurred by the Company which
are in excess of the recording budget approved by the Company but only if, and to the
extent, such excess costs are incurred due to the Artiste’s acts or omissions and without
prior notification of same to the Company. The Artiste shall reimburse the Company for
any such costs or, at the Company’s discretion, the Company may deduct an amount
equal to such excess costs from the Artiste’s share of monies payable to the Artiste
herein. The Artiste shall not incur any Recording Costs without the Company’s prior
written approval.

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5.2 Nothing contained in this Agreement shall obligate the company to permit the
continuation of any recording session to be held in connection with Master Recordings
herein, if the company anticipates that the Master Recordings being recorded will not be
satisfactory.

6.0 ADVANCES AND ROYALTIES

6.1 Conditioned upon the Artiste’s full and faithful performance of all of the terms and
conditions hereof, the Company shall pay to the Artiste with respect to the exploitation
of Records herein a net royalty and advances of twenty percent (20%) of the Suggested
Retail List Price for top-line Albums sold through Normal Retail Channels, as computed,
calculated and reduced including, without limitation, reductions for containers, free
goods, mid-price and budget price categories and foreign sales, pursuant to the
Company’s Agreement with its distributor(s). “Net royalties and advances” shall mean
the gross royalties and advances received by the Company less all Recording Costs,
advances payable to the individual producer of the Masters, video production costs, tour
support payments, promotion and publicity expenses, Demo recording costs, payments
to third parties in connection with the exploitation of rights, and any other costs or
expenses incurred by the Company in connection with the production, promotion, or
exploitation of the Masters and Records derived therefrom.

6.2 The Artiste shall also be entitled from the Company net royalty and advances of twenty
percent (20%) of honorarium paid to the Company for the Artiste performance and
payments received by the Company for online streaming of the Master Recordings.

7.0 PRIOR MASTER RECORDINGS

The Artiste hereby acknowledges and agrees that all Master Recordings recorded by the
Artiste prior to the date of this Agreement shall be deemed Master Recordings (the “Prior
Masters”) made herein for all purposes.

8.0 GRANT OF RIGHTS

8.1 All Master Recordings recorded hereunder, including, without limitation, the Prior
Masters, from the inception of recording thereof, and all Records manufactured
therefrom, together with the performances embodied thereon, shall be the sole property of
the Company (or its designee or assignee) throughout the universe, free from any claims
whatsoever by the Artiste or any other person; and the Company shall have the exclusive
right to copyright such Master Recordings in its name as the owner and author thereof
and to secure any and all renewals and extensions of such copyright. The product of all
persons rendering services in connection with any of such Master Recordings, including
the Artiste, shall be deemed “works made for hire” for specific inclusion in a compilation
work of the Company. If such product is determined not to be a “work made for hire”
then the Artiste hereby assigns all rights, including without limitation the copyright in the
Master Recordings, to the Company.

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8.2 Without limiting the generality of the foregoing, the Company and any Person authorised
by the Company shall have the unlimited right, throughout the universe, to manufacture
Records by any method now or hereafter known, derived from the Master Recordings
made hereunder, and to sell, market, transfer or otherwise deal in the same under any
trademarks, trade names and labels, or to refrain from such manufacture, sale and dealing.

8.3 The Company and any person authorised by the Company each shall have the exclusive
right throughout the universe, and may grant to others the right, to reproduce, print,
publish, or disseminate in any medium the Artiste’s name, portraits, pictures, likenesses
and biographical material concerning the Artiste, as news or information, or for the
purposes of trade, or for advertising purposes in connection with the sale and distribution
of the Master Recordings; provided, however, that no direct endorsement by the Artiste of
any product or service shall be used without the Artiste’s prior notice. During the Term of
this Agreement, the Artiste shall not authorise any Party other than the Company to use
the Artiste’s name or likeness in connection with the advertising or sale of Records. As
used in this Agreement, “name” shall include any professional names.

8.4 The Company and any person authorised by the Company each shall have the exclusive
right throughout the universe during the Term of this Agreement and thereafter as
required pursuant to the Distribution Agreement, and may grant to others the right, to
create, maintain and host any and all websites relating to the Artiste and to register and
use the Artiste’s name and any variations thereof which embody the Artiste’s name as
Uniform Resource Locators (or “URL’s”), addresses or domain names for each website
created by the Company in respect of the Artiste; all such websites and all rights thereto
and derived therefrom shall be the Company’s property.

9.0 ROYALTY ACCOUNTINGS.

9.1 The Company shall compute and pay royalties due to the Artiste herein within thirty (30)
days after the Company has received accountings and payments from its distributor(s).
Notwithstanding the foregoing, the Company shall not be obligated to pay any share of
recording funds or recording advances until thirty (30) days after delivery by the
Company and acceptance by the Distributor of the applicable Masters. The Company may
deduct from any royalty or other payment due to the Artiste under this Agreement any
Advance against royalties, any charges or other sums recoupable hereunder from
royalties, and any amount the Artiste may owe the Company under this Agreement or
otherwise.

9.2 For accounting purposes, foreign sales shall be deemed to occur in the same semi-annual
accounting periods in which the Company’s Licensees account to the Company
therefore. If the Company is unable, for reasons beyond its control, to receive payment
for such sales in Naira in Nigeria, royalties therefore shall not be credited to the Artiste’s
account during the continuance of such inability; if any accounting rendered to the
Artiste hereunder during the continuance of such inability requires the payment of
royalties to the Artiste, the Company will, at the Artiste’s request and if the Company is

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 able to do so, deposit such royalties to the Artiste’s credit in such foreign currency in a
foreign depository, at the Artiste’s expense.

9.3 At any time within two (2) years after any royalty statement is rendered to the Artiste
hereunder, the Artiste shall have the right to give the Company written notice of the
Artiste’s intention to examine the company’s books and records with respect to such
statement. Such examination shall be commenced within three (3) months after the date
of such notice, at the Artiste’s sole cost and expense, by any certified public accountant
designated by the Artiste, provided he is not then engaged in an outstanding examination
of the Company’s books and records on behalf of a person other than the Artiste. Such
examination shall be made during the Company’s usual business hours at the place where
the Company maintains the books and records which relate to the Artiste and which are
necessary to verify the accuracy of the statement or statements specified in the Artiste’s
notice to the Company and the Artiste’s examination shall be limited to the foregoing.
The Artiste’s right to inspect the Company’s books and records shall be only as set forth
in this sub-paragraph and the Company shall have no obligation to produce such books
and records more than once with respect to each statement rendered to the Artiste.

9.4 Unless notice shall have been given to the Company as provided in paragraph 9.3 hereof,
each royalty statement rendered to the Artiste shall be final, conclusive and binding on
the Artiste and shall constitute an account stated. The Artiste shall be foreclosed from
maintaining any action, claim or proceeding against the Company in any forum or
tribunal with respect to any statement or accounting rendered hereunder unless such
action, claim or proceeding is commenced against the Company in a court of competent
jurisdiction within two (2) years after the date such statement or accounting is rendered.

9.5 The Artiste acknowledges that the Company’s books and records contain confidential
trade information. Neither the Artists nor the Artiste’s representatives will communicate
to others or use on behalf of any other person any facts or information obtained as a result
of such examination of the Company’s books and records.

10.0 WARRANTY AND INDEMNIFICATION

10.1 The Artiste warrants and represents that:
(i) The Artiste is under no disability, restriction or prohibition, whether contractual or
otherwise, with respect to the Artiste’s right to enter into this Agreement and Artiste’s
right to grant the rights granted to the Company hereunder, to perform each and every
term and provision hereof, and to record each and every composition hereunder;
(ii) The Company shall not be required to make any payments of any nature for, or in
connection with, the acquisition, exercise or exploitation of rights by the Company
pursuant to this Agreement, except as specifically provided in this Agreement;
(iii) The Artiste shall conduct herself with propriety and dignity, and that she will not do
anything on an engagement with a client or otherwise (particularly on social media,
including but not limited to in Tweets and Instagram posts) that may bring the reputation,
image and/or goodwill of the Artiste, the Company and/or any client, or in each case any

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 of their products or services, into public disrepute, or otherwise tarnish their reputation or
damage their goodwill. The Company may, upon five (5) days’ written notice to Artiste
terminate this agreement for any breach of this paragraph and fine the Artist
#2,000,000.00 (Two Million Naira).
(iv) Neither the “Materials” nor any use of the Materials by the Company will violate or
infringe upon the rights of any person. “Materials” as used in this sub-paragraph means
any musical, artistic and literary materials, ideas and other intellectual properties,
furnished by the Artiste and contained in or used in connection with any Recordings made
herein or the packaging, sale, distribution, advertising, publicizing or other exploitation
thereof;
(v) There are now in existence no prior recorded performances by the Artiste unreleased
within Nigeria and elsewhere in the world; and
(vi) All of the Artiste’s representations and warranties shall be true and correct upon
execution hereof and upon delivery of each Master Recording hereunder, and shall
remain in effect in perpetuity. The Company’s acceptance of Master Recordings or other
materials hereunder shall not constitute a waiver of any of the Artiste’s representations,
warranties or agreements in respect thereof.

10.2 The Artiste further warrants and represents that:

(i) During the term of this Agreement, the Artiste will not enter into any agreement which
would interfere with the full and prompt performance of the Artiste’s obligations herein,
and the Artiste will not perform or render any services for the purpose of making Records
or Master Recordings for any person other than the Company. After the expiration of the
Term of this Agreement, for any reason whatsoever, the Artiste shall not perform for any
person other than the Company, any Composition which shall have been recorded
hereunder, for the purpose of making Records or Master Recordings, five (5) years
subsequent to the date of delivery of the Master containing such Composition or two (2)
years subsequent to the expiration date of the Term of this Agreement, whichever is later;
and
(ii) The Artiste will not at any time record, manufacture, distribute or sell, or authorize or
knowingly permit the Artiste’s performances to be recorded by any party for any purpose,
in violation of this Agreement.

10.3In the event that the Artiste shall become aware of any unauthorized recording,
manufacture, distribution or sale by any third party contrary to the foregoing recording
restrictions, the Artiste shall notify the Company thereof and shall cooperate with the
Company in the event that the Company commences any action or proceeding against
such third party.

10.4 The Artiste will at all times indemnify and hold harmless the Company and any
Licensee of the Company from and against any and all claims, damages, liabilities, costs
and expenses, including legal expenses and reasonable counsel fees, arising out of any
alleged breach or breach by the Artiste of any warranty, representation or agreement
made by the Artiste herein. The Artiste will reimburse the Company and/or its Licensees

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 on demand for any payment made at any time after the date hereof in respect of any
liability or claim in respect of which the Company or its Licensees are entitled to be
indemnified. Upon the making or filing of any such claim, action or demand, the
Company shall be entitled to withhold from any amounts payable under this Agreement
to the Artiste such amounts as are reasonably related to the potential liability in issue. The
Artiste shall be notified of any such claim, action or demand and shall have the right, at
the Artiste’s own expense, to participate in the defence thereof with counsel of the
Artiste’s own choice; provided, however, that the Company’s decision in connection with
the defence of any such claim, action or demand shall be final.

11. DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
11.1 “Master Recordings” or “Masters” - each and every Recording of sound, whether or not
coupled with a visual image, by any method and on any other substance or material,
whether now or hereafter known, which is used in the recording, production, transmission
and/or manufacture of Records.

11.2 “Person” and “Party” - any individual, corporation, partnership, association or other
organized group of persons or legal successors or representatives of the foregoing.

11.3“Records” - all forms of reproductions, now or hereafter known, manufactured,

transmitted or distributed primarily for home use, school use, jukebox use, or use in
means of transportation, embodying (i) sound alone; or (ii) sound coupled with visual
images.

11.4 “Advance” - amount recoupable by the Company from royalties to be paid to the Artiste
or on the Artiste’s behalf pursuant to this Agreement.

11.5 “Composition” - a single musical composition or medley, irrespective of length,

including all spoken words and bridging passages.

11.6 “Recording Costs” - all payments to vocalists, musicians, arrangers, conductors,

orchestrators, producers, and copyists in connection with the recording of the Master
Recordings made hereunder, and all union scale payments required to be made to the
Artiste in connection with the Artiste’s recording services herein, together with payroll
taxes thereon, payments based on payroll to any labour organization or designee thereof,
advances and/or fees to the producer of the Master Recordings (it being understood that
no separate fee or advance shall be payable to the Artiste for any producing services in
connection with the Master Recordings), the cost of cartage and rental of instruments for
such recording sessions, studio costs, transportation costs, hotel and living expenses
incurred in connection with the preparation and attendance of performers, the individual
producers, musicians and other essential personnel at recording sessions, tape, editing and
other similar costs in connection with the production of the final tape master and the

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 lacquer master, and all other costs generally and customarily recognized as recording
costs in the industry.

11.7 “Album” - one (1) long-playing Record, in any configuration, of at least forty (40)
minutes in playing time.

11.8 “Single” - a Record embodying thereon not more than two (2) Master Recordings.

11.9 “Licensees” - includes, without limitation, any Distributor and all subsidiaries, wholly or
partly owned, and other divisions of the Company and any of the Company’s licensees or
assignees.

11.10“Delivered” or “Delivery” - the actual receipt by the Company of fully mixed, edited
and Master Recordings satisfactory to the Company and ready for the Company’s
manufacture of Records, and all necessary licenses, consents and approvals.

11.11 “Controlled Composition” - a Composition embodied in a Master Recording recorded

or released hereunder, which Composition (i) is written or composed, in whole or in part,
by the Artiste or (ii) is owned or controlled, in whole or in part, directly or indirectly, by
the Artiste or by any person in which the Artiste has a direct or indirect interest.

12.0 SUSPENSION AND TERMINATION.

12.1 If the Artiste’s voice or the Artiste’s ability to perform as an artiste becomes materially
impaired, or if the Artiste fails, refuses, neglects or is unable to comply with any of the
Artiste’s material obligations herein (including, without limitation, failure to timely fulfill
the Artist’s recording commitment) then, in addition to any other rights or remedies
which the Company may have, the Company shall have the right, exercisable at any time
by notice to the Artiste: (i) to terminate this Agreement without further obligation to the
Artiste as to unrecorded Master Recordings, or (ii) to extend the Term for the period of
such default. The Company’s obligations hereunder shall be suspended for the duration of
any such default.

12.2 If, because of an act of God, inevitable accident, fire, lockout, strike or other labour
dispute, riot or civil commotion, act of public enemy, enactment, rule, order or act of any
government or governmental instrumentality (whether federal, state, local or foreign),
failure of technical facilities, failure or delay of transportation facilities, illness or
incapacity of any performer or producer, or other cause of a similar or different nature not
reasonably within or the Company’s control, the Company is materially hampered in the
recording, manufacture, distribution or sale of Records, or the Company’s normal
business operations become commercially impractical, then, without limiting the
Company’s rights, the Company shall have the option by giving the Artiste notice to
suspend the Term of this Agreement for the duration of any such contingency.

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13. MECHANICAL LICENSES
All Controlled Compositions are hereby licensed to the Company for Nigeria at a rate (the
“Controlled Rate”) equal to 75% of the minimum statutory or other corresponding rate
(i.e., without regard to the so-called “long song formula”) which is in effect for the
applicable country on the contractual date for delivery of the first master embodying the
applicable Controlled Composition. A maximum mechanical royalty per record, inclusive
of mechanical royalties payable with respect to non-Controlled Compositions, of 2 times,
3 times, 5 times and 10 times the Controlled Rate for a single Controlled Composition for
all songs on each Single, 12–inch Single, Extended Play and Long Play, respectively.
Any amounts that the Company must pay in excess of the applicable configurations caps
shall be fully deductible from all any royalties payable to the Artiste under this
Agreement. Mechanical royalties shall only be payable on net sales of records for which
record royalties are payable. No copyright fees shall be payable for the use of Controlled
Compositions on videos. On multiple versions of the same Controlled Composition in any
record, mechanicals shall be payable on one version only. No mechanical royalties are
payable on Controlled Compositions comprised on non-musical material (i.e., spoken
word) or on Controlled Compositions of less than two minutes in duration.

14. LEGAL AND EQUITABLE RELIEF

The Artiste acknowledges that the Artiste’s services hereunder, as well as the Master
Recordings recorded and the rights and privileges granted to the Company under the
terms hereof, are of a special unique, unusual, extraordinary and intellectual character
which gives them a peculiar value, and that, in the event of a breach by the Artiste of any
material term, condition, representation, warranty or covenant contained herein, the
Company will be caused irreparable injury and damage. The Artiste expressly agrees that
in the event of any breach or threatened breach by the Artiste of the terms of this
Agreement, the Company shall be entitled, without the necessity of proving actual
damages or posting a bond or other security and in addition to any other remedies that
may be available in an action at law, to temporary and permanent injunctive relief,
including specific performance of the terms of this Agreement.

15. ASSIGNMENT
15.1 The Company may assign this Agreement to any third party or to any subsidiary,
affiliated or controlling corporation or to any person owning or acquiring a substantial
portion of the stock or assets of the Company or to a music recording or artiste
management company wholly at the Company’s option. The Company may also assign
its rights herein to any of its Licensees to the extent necessary or advisable in the
Company’s sole discretion to implement the license granted.

15.2The Artiste shall not assign this Agreement or any of the Artiste’s rights herein and any
such purported assignment shall be void ab initio.

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16. NOTICES
All notices, requests, demands and other communications under this Agreement must be
in writing and will be deemed duly given: (i) when personally delivered; (ii) upon receipt
of a telephone facsimile transmission or SMS with a confirmed telephonic transmission
answer back; (iii) one (1) day after email to the regular email address of a Party which
they may provide or avail during the Term hereof; (iv) three (3) days after having been
deposited in the mail, certified or registered, return receipt requested, postage prepaid; or
(v) one (1) business day after having been dispatched by a nationally recognised
overnight courier service, addressed to a Party or their representative at the address for
such Party first written above.

17. FAILURE OF PERFORMANCE

The failure by either party to perform any of its respective obligations herein shall not be
deemed a breach of this Agreement unless the other party gives written notice to the
breaching party of such failure to perform and such failure is not corrected within thirty
(30) days from and after breaching party’s receipt of such notice, or, if such breach is not
reasonably capable of being cured within such thirty (30) days period, the breaching party
does not commence to cure such breach within such thirty (30) days period and proceed
with reasonable diligence to complete the curing of such breach thereafter.

18. MERCHANDISING.
The Artiste hereby grants to the company and its Licensees the exclusive right,
throughout the universe, to use and authorize the use of the Artiste’s name, portraits,
pictures, likenesses and biographical material, either alone or in conjunction with other
elements, in connection with the sale, lease, licensing or other disposition of
merchandising rights. For the rights granted by the Artiste to the Company in this
paragraph, the Company shall pay to the Artiste a royalty of thirty-five (35%) percent of
the Company’s net royalty receipts derived from the exploitation of such rights, after
deducting all costs and third party payments relating thereto; and such royalty shall be
accounted to the Artiste in the manner provided herein.

19. VIDEOS
19.1 The Company shall have the right to require the Artiste to perform at such times and
places as the Company designates for the production of films or videotapes featuring the
Artiste’s performances of Compositions embodied on Master Recordings recorded
hereunder that is released as a “single” (hereinafter “Videos”). The Artiste shall have
reasonable approval over the concept, budget and director of each Video. In the event of a
disagreement between the Artiste and the Company, the Company’s decision shall be
final. The Company shall be the exclusive owner throughout the universe and in
perpetuity of such Videos and all rights therein, including all copyrights and renewal of
copyrights, and shall have all of the rights with respect thereto which are set forth in
paragraph 8 above, including without limitation, the right (but not the obligation) to use
and exploit such Videos in any and all forms.

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19.2 All sums paid by the Company in connection with the production of Videos shall
constitute Advances to the Artiste which are recoupable from royalties payable to the
Artiste pursuant to this Agreement. All sums paid by the Company’s licensee in
connection with the production of Videos shall be recoupable hereunder.

19.3 As to the exploitation of the Videos by the Company’s licensees, the Company shall
credit the Artiste’s account with twenty (20%) percent of the Company’s net receipts
attributable to the Videos. “Net receipts” shall mean all amounts received by the
Company less any amount which the Company pays in connection with the exploitation
of the Videos, including payments to publishers, labour organizations, shipping and
duplication costs, and distribution fees and all costs incidental thereto. The Artiste’s
share of the Company’s net receipts shall be inclusive of any compensation for the use of
any Controlled Compositions contained in the Videos.

20. CO-PUBLISHING
20.1 (i) The Artiste hereby irrevocably and absolutely assigns, conveys and sets over to the
Company an undivided eighty percent (80%) interest in the worldwide copyright
(and all renewals and extensions thereof) and all other rights in and to each
Controlled Composition;

(ii) The Company shall be the exclusive administrator of all rights in and to each such
Controlled Composition, and it shall be entitled to exercise any and all rights with
respect to the control, exploitation and administration of the Controlled
Composition, including without limitation, the sole right to grant licenses, collect all
income and to use the name, likeness and biographical material of each composer,
lyricist and songwriter hereunder in connection with each applicable Controlled
Composition for the full term of copyright (including all renewals and extensions
thereof) in and to each Controlled Composition; and

(iii) The Artiste represents and warrants that the Controlled Compositions are original
and do not infringe upon or violate the rights of any other person and that the Artiste
has the full and unencumbered right, power and authority to grant to the Company
all of the rights herein granted to the Company. The Artiste shall indemnify the
Company against any loss, damage or expense (including reasonable attorneys’
fees) in respect of any claims, demands, liens or encumbrances. The Company shall
have the benefit of all warranties and representations given by the writer of the
Controlled Compositions.

20.2 From all royalties earned and received by the Company in Nigeria from the exploitation
of the Controlled Compositions throughout the world (the “Gross Receipts”), the
Company shall:
(i) deduct and retain all out-of-pocket costs incurred by the Company in connection with
the exploitation, administration and protection of the Controlled Compositions;

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 (ii) deduct and pay royalties payable to the writers of the Controlled Compositions other
than the Artiste (which the Artiste warrants and represents shall not exceed fifty
percent (50%) of the Gross Receipts); and

(iii) pay to the Artiste an amount equal to twenty percent (20%) of the balance remaining
after deducting the aggregate sums set forth in subparagraphs (2)(i) and (ii) above,
and the remaining eighty percent (80%) thereof shall be retained by the Company for
its sole use and benefit.

20.3 Accountings for such royalties shall be rendered semi-annually subject to all the terms
and provisions of paragraph 9 hereof.

20.4 Any assignment made of the ownership or copyright in, or right to license the use of,
any Controlled Compositions referred to in this paragraph shall be made subject to the
provisions hereof. The provisions of this paragraph are accepted by the Artiste, on the
Artiste’s own behalf and on behalf of any other owner of any Controlled Compositions
or any rights therein.

20.5 The Artiste shall promptly provide the Company with a copy of the Artiste’s songwriter
agreement with the writer of each Controlled Composition or such other agreement
evidencing the Artiste’s rights in and to such Controlled Composition, and the Artiste
shall provide the Company with copies of such agreements with respect to Controlled
Compositions not yet created promptly, after their creation.

20.6 The Artiste shall execute and deliver to the Company any document (including without
limitation, assignments of copyright) which the Company may require to vest in the
Company and/or its designees, the copyright and other rights herein granted to the
Company in respect to each Controlled Composition. If the Artiste shall fail to promptly
execute such document, the Artiste hereby irrevocably grants to the Company a power
of attorney to execute such document in the Artiste’s name.

21. TOURING ACTIVITIES.

The Artiste agrees that throughout the Term, the Company shall be Artiste’s exclusive
promoter in connection with touring as well as any “one-off” concerts, shows or other
performances whether open to the public or not throughout the world. The Company shall
pay the Artiste twenty percent (20%) of Net Touring Income. Net Touring Income is
defined as gross income payable to Artiste or on Artiste’s behalf in connection with each
live performance less all costs which are customarily considered “show costs” actually
paid by Artiste, including agent fees, rent, security, stagehands, marketing/advertising
(calculated at net, reasonable within industry standards and no higher than those
attributable to similarly-situated artistes), catering, liability insurance maintained by
Artiste or an Artiste controlled entity pursuant to a policy mutually approved by the
Company (which shall in all events name the Company as an additional insured),
performing rights or copyright society licensing rights and any other bona fide costs not
contemplated in the foregoing clause but which the Artiste and the Company reasonably

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 determine should be deducted from gross income payable to Artiste. Artiste shall instruct
all third parties to account directly to the Company for its share of Net Touring Income
due hereunder and in the event that any such third party fails or refuses to so account, the
Artiste shall account to the Company for its share of Net Touring Income within ten (10)
days of Artiste’s receipt of such monies. For the avoidance of doubt, the Artiste shall not
be entitled to any share of the Company’s income as the promoter of any such
performances, concerts or tours.

22. PASSIVE INCOME PARTICIPATION

22.1 During the Term hereof, the Artiste shall cause all relevant third parties to pay to the
Company via irrevocable letter of direction a royalty of eighty percent (80%) of
Artiste's "Net Royalty Receipts" (as defined below) derived from the exploitation of the
Artiste's services in connection with all entertainment-related endeavours, including but
not limited to the following ("Covered Revenues"), provided that such percentage shall
be inclusive of any participation by Distributor: (i) services rendered by the Artiste as
an actor or performer (in any and all media, including without limitation motion picture
and television), (ii) live performance and concert engagements (including public stage
performances of at kinds, web-casts, sponsorships, television or cable broadcasts,
payper-view broadcasts, one-nighters, concert tours and the like.) (iii) non-fiction
books, magazines and other nonfiction publishing materials, (iv) games, including,
without limitation, video games; and (v) the use or exploitation of Artiste's name, voice
or likeness and/or logos on merchandise, endorsements, sponsorships strategic
partnerships and the like in any manner whatsoever. Such royalty shall be accounted to
the Company within thirty (30) days in the manner provided herein. "Net Royalty
Receipts", as used in this paragraph shall mean the gross sums actually received by or
credited to Artiste in connection with Covered Revenues. Covered Revenues shall not
include any sums received by Artiste of which the Company receives a percentage
elsewhere in this Agreement.

22.2 Failure to account or cause third parties to pay as agreed in paragraph 22.1 will be
treated as a fundamental breach which will attract a fine of #500,000.00 (Five Hundred
Thousand Naira) payable by the Artiste to the Company and possibly termination of this
Agreement by the Company.

23. APPROVALS.
Wherever in this Agreement the Artiste’s or the Company’s approval or consent is
required, such approval or consent shall not be unreasonably withheld. The Company
may require the Artiste to formally give or withhold such approval or consent by giving
the Artiste written notice requesting same and by furnishing the Artiste with the
information or material in respect of which such approval or consent is sought. The
Artiste shall give the Company written notice of approval or disapproval within five (5)
days after such notice. The Artiste shall not hinder nor delay the scheduled release of any
record hereunder. In the event of disapproval or no consent, the reasons therefor shall be

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 stated. Failure to give such notice to the Company as aforesaid shall be deemed to be
consent or approval.

23. MISCELLANEOUS

23.1 This Agreement contains the entire agreement and understanding between the Parties,
superseding all prior contemporaneous communications, representations, agreements,
and understandings, oral or written, between the Parties with respect to the subject
matter hereof. This Agreement may not be modified in any manner except by written
amendment executed by each Party hereto . 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 for the future, or of any subsequent breach thereof. All remedies, rights, undertakings,
obligations, and agreements contained in this Agreement shall be cumulative and none of them
shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either
party. The headings of the paragraphs hereof are for convenience only and shall not be deemed
to limit or in any way affect the scope, meaning or intent of this Agreement or any portion
thereof.

23.2 It is understood and agreed that in entering into this Agreement, and in rendering
services pursuant thereto, the Artiste has, and shall have, the status of an independent
contractor and nothing herein contained shall contemplate or constitute the Artiste as the
Company’s employee, worker, agent or partner. The Artiste is therefore not entitled to
participate in any benefit scheme that the Company operates for its employees, including
without limitation by way of health insurances, sick pay, pension, paid holiday or life
cover. The Company is not the Artiste’s employer and will not be held responsible (by
way of vicarious liability or otherwise) for any claim which the Artiste may wish to
make as a result of any accident or loss incurred whilst on an assignment, undertaking
the activity or at any other time.

23.3 The Artiste confirms that she is self-employed and is solely responsible for the payment
of all taxes and National Insurance in the jurisdiction where she is tax resident. The
Artiste must comply with all relevant laws and requirements relating to income tax, VAT,
National Insurance and any other taxes and charges that apply to any work undertaken by
the Artiste.

23.4 If a dispute arises under this Agreement, the Parties agree to first try to resolve the
dispute with the help of a mutually agreed-on mediator. The Parties will share any costs
and fees other than attorney fees equally. If it is impossible to arrive at a mutually
satisfactory solution by the mediation, the Parties agree to submit the dispute to
arbitration in accordance with the Arbitration and Mediation Act 2023 which seat of
arbitration shall be Nigeria and venue shall be in Lagos State.

23.5 The Artiste warrants and represents that the Artiste has been advised with respect to the
negotiation and execution of this Agreement to seek counsel from an independent
attorney of the Artiste’s own choice and has done so.

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23.6 If any term or condition of this Agreement shall to any extent be legally found or held to
be invalid or unenforceable, the Parties shall negotiate in good faith to amend such terms
or condition of this Agreement so as to be valid and enforceable. If any term or condition
of this Agreement shall to any extent be invalid or unenforceable, the remainder of this
Agreement shall not be affected and each other term and condition shall be valid and
enforceable to the fullest extent permitted by law.

23.7 The Artiste is strictly forbidden from engaging in any illegal activities like fraud,
prostitution, drugs, or anything that will jeopardise the image of the Company.

23.8 The Artiste warrants that she does not have any criminal convictions of any kind
subsisting at the date of this Agreement and the Artiste further warrants that she will not
commit any criminal act during the Term.

24. BREACH OF CONTRACT

In the event that the Artiste breaches the terms and conditions of this Agreement,
without prejudice to other rights which the Company may have, the Artiste will be
liable to pay to the Company a fine of #5,000,000.00 (Five Million Naira) and/or
withholding part of the Artiste’s royalty, or suspension or possibly termination of the
Agreement.

25 FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or
failure to perform, any of its obligations under this agreement if such delay or failure
result from an event of Force Majeure. If the period of delay or non-performance
continues for three (3) months, the party not affected may terminate this agreement by
giving seven (7) days' written notice to the affected party.

IN WITNESS WHEREOF, the parties have duly executed this Agreement the day and year
first above written.

SIGNED AND DELIVERED by the within named Company (M & E MUSIC COMPANY
LIMITED):

_______________________ ________________________
DIRECTOR DIRECTOR

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SIGNED AND DELIVERED by the within named Artiste:

_________________________________
MS EZEME WINIROVER NKEMDILI

IN THE PRESENCE OF

NAME:………………………………………………………………….……..

ADDRESS:…………………………………………………………………….

OCCUPATION:…………………………………………………………………

SIGNATURE:…………………………………………………………………

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