EXCLUSIVE WRITER AGREEMENT

This Agreement is made this 03rd day of February 2021 between

Name: Jordan Ajibade

ID No: 980707 6531 085
("the Songwriter")

and

Ngalo Events Management Services

23 Haartjies Road
Oakdene
Johannesburg
2190

("the Publisher")

WHEREAS:

The Songwriter is the composer and/or author of various musical and literary works that are not
subject to any music publishing agreements at the time of entering into this Agreement (“the initial
works”) and will form part of this agreement along with future musical works and literary works (“the
future works”) which will be added to this Agreement as and when such works are written during the
Term. The Songwriter wishes to assign rights in musical works to the Publisher and to appoint the
Publisher to publish the initial works and the future works throughout the territory during the Term
and retention periods in accordance with the provisions hereinafter contained.

NOW IT IS HEREBY AGREED as follows:

1. For the purposes of this agreement the following definitions shall apply:-

"The Territory" – The Universe.

`’The Samro Territory” – South Africa, Lesotho and Swaziland

"The Term" – A period of three years, commencing upon the date of signature hereof, subject to it
being automatically extended for periods of 1 (one) year at a time, unless terminated by either party
on the granting of prior written notice to the other at least sixty (60) days prior to the end of 3 years
or any subsequent anniversary date of the extension.

"retention period" – a period of 25 years following the term.

“collection period” – a period of 18 months following the retention period during which the Publisher is
entitled to collect any reveue, fees and royalties earned during the Term and the retention period.

"the rights" – All rights of the Songwriter in respect of the works in the territory including (if that be the
case) without limitation the full and entire copyright in and to the works and each of them throughout
the territory.

(“the initial works”) - various musical and literary works composed and/or authored by the songwriter
that are not subject to any music publishing agreements at the time of entering into this Agreement.

(“the future works”) - all musical and literary works composed and/or authored by the songwriter
during the Term.

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"the Works" – the melody and/or lyrics composed by the songwriter of both initial works and future
works.

“pipeline income” – income earned prior to the Term in respect of the Works, but not yet collected and
not subject to any third party’s collection rights.

Publisher’s Share – portion of public performance royalties payable to Publishers by collecting

societies.

“Publisher's Receipts" shall mean all monies, royalties and fees received
by or credited to the Publisher in respect of the exploitation of the Works less only direct sales taxes
and duties and commissions charged by bona fide collection societies and music sale agents.

"sub-territory receipts" shall mean monies, royalties and fees received by each Sub-Publisher in
respect of the exploitation of the works in the relevant sub-territory hereunder, which sums shall be
calculated and based on nett receipts, less only direct sales, taxes and duties and commissions
charged by bona fide collection societies and music sales agents and any fees payable in accordance
with local collection society rules to arrangers, adaptors and translators.

2. The Songwriter hereby assigns copyright in the works to The Publisher. The rights will
become the property of the Publisher for the Term and all periods of renewal, extension thereof and
the retention period. The copyright notices and credits in respect of the Works in the territory will show
the name of the Publisher (or of another company within its group, as well as that of the Songwriter
during the Term, it's extensions and the retention period.

3. (a) In consideration of the covenants, warranties and undertakings on the part of the
Publisher hereinafter contained, the Songwriter hereby appoints the Publisher to manage, administer
and operate the rights in respect of all the Works throughout the territory during the Term and the
retention period hereof. The Songwriter shall not during the Term and the retention period carry out
or appoint any other person, firm or corporation or other entity to carry out any of the acts and duties
which the Publisher has agreed to carry out or is obliged to or entitled to carry out under this
Agreement or under any other Agreement entered into and pursuant to the terms hereof.

(b) The Publisher shall: promptly register particulars of each of the Works and of the
appointment of the Publisher hereunder (insofar as such registration has not heretofore been
effected) with the collection societies having jurisdiction in respect of performing and mechanical
rights throughout the territory. The Publisher shall pay all fees due upon registration as aforesaid
which may be recouped by the Publisher from royalties payable to the Songwriter hereunder;
use reasonable endeavours (in consultation with the Songwriter and his agents) to exploit the Works;
keep the Songwriter informed of any successful exploitation of the Work;

4. The Publisher shall during the Term, including extensions of the Term and the retention period
have the sole and exclusive right to exercise all of the rights in the territory:

a) The Publisher shall, during the Term, act as sole selling agent for all ordinary sheet editions of
the Works and printed editions of the words and music made available for sale and shall
account to the Songwriter for a sum equal to 50% (fifty percent) of its nett profits arising from
the sale thereof, which nett profits shall be computed by deducting from the Publisher's
receipts, all printing costs and arranging costs in connection with the preparation of the
printing

It is understood that the Publisher may employ the services of a music sales agent and sums
received by the Publisher under this clause will be nett of commission reasonably and
properly charged by such agent. Printing of the Works shall be at the discretion of the
Publisher. The Publisher shall however, at the Songwriter's specific request, print any
individual Works at the Songwriter's cost from time to time.

b) The performing rights in the Works shall be registered with the local performing right societies
in major countries of the territory and the Publisher shall have the sole and exclusive right to
collect the Publisher's share of:

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 i) all performing and broadcasting fees of whatsoever nature and
ii) all fees payable in respect of inclusion of the Works in a cable programme;
iii) all other royalties and fees in respect of related uses now or henceforth becoming
normally licensed by the performing right societies under law or industry agreements.
iv) All pipeline income with respect to the Works.

c) The Publisher shall have the sole and exclusive right to license all mechanical, audio visual
and synchronisation uses of the Works including but not limited to inclusion in all films,
adverts, television and radio broadcasts and collect all monies becoming payable during the
Term by way of royalties, fees and other payments for mechanical and audio-visual uses of
the Works in any and all media whether now or hereafter known and for licenses for
synchronisation rights in the Works and for private copy or home taping, specifically or in
aggregation thereof.

d) The Publisher shall have the sole and exclusive right to collect all monies becoming payable
during the Term by way of royalties, fees and other payments for

i] making a virtual transmission of the Works.

ii] communicating the Works to the public via the Internet and any media, now known or
hereinafter devised.
iii] private copy or home taping specifically or in aggregation thereof

e) The Publisher shall have the sole and exclusive right to license all public performance and
broadcast uses of the Works and to collect all other monies whatsoever and howsoever paid
during the Term in respect of the Works (other than the Songwriter's share of public
performing and broadcasting fees) including any and all sums earned prior to the date hereof
and not yet accounted for the sake of clarity the Publisher is entitled to collect all “pipeline”
income no matter when earned.

f) All rights with respect to the Works not otherwise specified above, including, without
limitations, the titles, words and music and all arrangements and adaptations thereof, all
causes of action and claims with respect to the Works exercisable by THE SONGWRITER,
whether accrued prior to or during the Term.

g) The right to make arrangements and adaptations of the Works (including without limitation,
translations and foreign language lyrics in order to render them suitable for the publication in
any portion of the territory; to publish use and exploit Works with or without any such
arrangements in the Songwriter’s’ name, if permissible under applicable law. All such
arrangements and adaptations shall be made at sole expense of the Publisher and shall
have all the same rights therein as it is granted in the Works in terms hereof. All such
arrangements and adaptations shall become the Songwriter’s property, subject to rights
hereunder and to the rights of any writer who rendered services in connection therewith.

h) The right to use the songwriter’s name, including without limitation, all professional, group and
other assumed or fictitious names used by him, image likeness and biographical material
related to the songwriter in any medium now known or hereinafter devised, for the purposes
or promoting the Works and for other trade, or advertising purposes.

i) The Publisher shall have the right to collect revenue, royalties, fees and all other monies
earned in terms of this Clause 4 for the collection period.

j) The Publisher shall be entitled to retain from the monies, fees and royalties which it collects in
accordance with the provisions of sub-clauses (b) – (g) hereof, a sum equivalent to 33.34%
(Thirty three and One Third percent) of Publisher’s Receipts and the remaining 66.66% shall
be paid to the Songwriter thereof PROVIDED THAT:

i) outside of South Africa, the Songwriter's share of any particular performing or

broadcasting fees shall be deemed to be 50% (Fifty Percent);

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 ii) in respect of any so-called cover recording which for the purpose of this agreement shall
mean any new recording of any new works secured by the Publisher and not featuring the
Songwriter as the recording artist, producer, mixer or re-mixer of any of the Works, then
the royalty retained by the Publisher under sub -clause (e) hereof, in respect only of the
income collected by the Publisher and identifiable as from the exploitation of such cover
recording, shall be 50% (Fifty Percent percent). It is understood that new recordings
embodying part of the Works or any of them as so-called "samples" shall not be
considered cover recordings for the purposes of this Agreement.

k) The Publisher shall account and make payment to the Songwriter in accordance with the
provisions of Clause 6 hereof for the full balance of the Publisher's permitted retention
hereunder.

l) In addition if the Publisher has secured the use of a master recording that is owned by the
Composer the Publisher will be entitled to a commission on the fee paid for the use of the
master recording of Twenty Five percent (25%)

5. (a) In each part of the territory outside of the Samro Territory the rights shall be
exercised by such music publishing company or companies as may be nominated by the
Publisher from time to time (together called "the Sub-Publisher") for such periods as the
Publisher shall elect.

(b) Save as hereinafter appearing such Sub-Publisher shall be entitled to exercise the rights
and exploit the works in the relevant sub-territory as if such Sub-Publisher and not the
Publisher had entered into this agreement with the Songwriter.

c) Each Sub-Publisher shall register the works with the appropriate local collection societies
and appoint such societies to collect income arising from the exploitation of the Works in
accordance with local practice and upon such societies' usual terms.

d) Each Sub-Publisher shall be entitled to collect any relevant sub-territory receipts.

e) Each Sub-Publisher shall pay to the Publisher, in accordance with the accounting
provisions of the relevant agreement between such Sub-Publisher and the Publisher, the
balance of any sub-territory receipts remaining after deduction of the Sub-Publishers'
retention ("net sub-territory receipts").

f) All of the Publisher's dealing with the Sub-Publisher will be on a bona fide arm's length
basis and the Publisher will use all reasonable commercial endeavours to ensure prompt and
accurate payment of sums due to it of whatever shares of such

6.(a) Within 90 (ninety) days of 30 June and 31 December in each year, the Publisher shall deliver
a detailed account to the Songwriter of those monies received by the Publisher during the half
years ending on those dates pursuant to Clauses 4 and 5 hereof and after deducting the
Publisher's receipts retainable by the Publisher hereunder and any sums recoupable
therefrom as specified in Clause 6 (c) hereof. The Publisher will use all reasonable
endeavours to ensure the accuracy of each such account, IT BEING UNDERSTOOD that the
Publisher shall be under no obligation to pay any sums under (a) hereof until such sums have
actually been received by or credited to the Publisher. The Publisher is also entitled to
request an updated list of works to be signed by the Songwriter prior to payment.

b) In the event that the Songwriter receives any monies, fees or royalties which the Publisher
is entitled to collect hereunder in respect of the Works or any of them (other than monies
which are paid by the Publisher to the Songwriter under the terms of this Agreement) the
Songwriter shall forthwith pay the same to the Publisher and the Publisher shall divide all
such monies as provided for herein.

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 c) The Songwriter shall be entitled to invoice and charge the Publisher for Value Added Tax (if
applicable) in respect of all monies paid to the Songwriter and all sums retained by the
Publisher hereunder which VAT the Publisher will pay in addition to such monies.

d) The Publisher's books of account, files and records insofar as they relate to the Works
shall be open for inspection by the Songwriter's professional representatives, other than on a
contingency basis, upon such reasonable notice at mutually convenient times at the
Publisher's offices, not more than once in any three month period. No account may be
challenged or objected to by the Songwriter more than 3 (three) years after it was so
rendered. The Publisher will forthwith make good any underpayment revealed by any such
inspection. In the event of a discrepancy of 10% or more in any account, the Publisher will
reimburse the Songwriter, for theeasonable costs incurred in the conducting of such
inspection subject to such costs not exceeding the amount of such discrepancy.

7. The Songwriter hereby undertakes, warrants and represents that:

a) The Songwriter shall promptly supply to the Publisher any confirmation or documentation
reasonably required by the Publisher in respect of the Works. This documentation must be
provided as new Works are generated and prior to any submission to any Collection Society;
b) The Songwriter also undertakes to sign any and all documentation within 90 days of entering
into this Agreement providing the list of the initial works. Should the songwriter fail to sign
such documentation, the Songwriter acknowledges that the Publisher may not be in a position
to make payment of any royalties to the Songwriter until such documentation has been
signed. The Publisher’s failure to make royalty payments in these circumstances shall not
constitute a breach of the Agreement.
c) The Songwriter shall promptly notify the Publisher of any modification, amendment or change
to the Works;
d) The Songwriter hereby warrants and undertakes that each of the Works are and will be an
original work and does not and will not, , infringe the copyrights or any other rights
whatsoever of any person, firm, corporation or other entity and are not and will not, be
defamatory of any person, firm, corporation or other entity;
e) Each of the Works are and will at all times, be capable of copyright protection throughout the
territory;
f) Each of the Works are and will at all times, be free and clear of all claims, liens and
encumbrances whatsoever save as herein provided.
g) The Songwriter:-
(i) is and will, at all times material to this agreement, be free to enter into this Agreement
and is and will, subject to his own temporary or permanent disability, be under no
disability, restriction or prohibition in relation to his rights to execute the same and
fully perform and observe its terms and conditions.
(ii) will carry out and fulfil all of his obligations hereunder;
(iii) will indemnify and keep the Publisher indemnified from and against any and all costs
and demands arising directly out of the adjudicated or acknowledged breach of any of the
foregoing warranties, agreements or undertakings or of any of the terms and conditions
hereof and any loss, damage or expense suffered by the Publisher as a direct consequence
of any such breach.
h) If any Work contains a so-called "sample" he will promptly notify the Publisher in writing of the
following information in respect of each sample.
i) the title of the musical sampled.
(ii) the writer(s) and publisher(s) of the musical work sampled.
iii) the original performing artist(s) featured on the sample, if known to him.
iv) the record company owning the sound recording sampled, if known to him, and
v) the duration of the sample and the number of occasions on which it is incorporated into
the works, if known to him.
j) that in the event that he collaborates with any other person not already contracted to a
publisher in the creation of any of the Works or contributes to such works, to assign all his
rights in such Work to the Publisher upon the same terms as herein contained so that they will
become owned by the Publisher hereunder;

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 k) that he will not during the Term assign or license any rights in any music and/or lyrics and/or
arrangements written or composed by him to any third party without the specific prior written
consent of the Publisher.
l) that he will during the Term deliver to the Publisher, at his expense, a manuscript copy and/or
recording of every new Work which he may write and/or compose and/or create during the
Term, by himself or in collaboration with any other person or persons, forthwith upon
completion hereof. Inadvertent failure to comply with this provision shall not constitute a
breach of this Agreement.

8. Nothing in this Agreement shall have the effect of creating any partnership or joint venture between
the parties hereto and the Songwriter shall not be entitled to commit the Publisher to any expense in
respect of the Works save as provided for herein.

9. The Songwriter hereby irrevocably authorises and appoints the Publisher, its licensees and
permitted assigns as his sole and exclusive agent to institute and defend in any part of the Territory,
any suits, actions or proceedings which the Publisher shall in its sole discretion think necessary for
the protection and enforcement of the rights of any of them. Any such suit, action or proceedings shall
be instituted or defended and maintained by the Publisher in good faith and any monies becoming
payable to the Songwriter,and/or the Publisher as a result thereof shall (after the deduction of costs
incurred by the Publisher) be deemed to be monies of the nature referred to in Clause 4 (d) hereof
and shall be dealt with accordingly.

10. Without prejudice to the generality of the grant of rights to the Publisher herein contained, the
Publisher shall have the right to make translations of and create new lyrics in foreign languages of the
Works and to make alterations in and additions to the Works, It being understood that the Publisher
will not authorise any foreign language translations which do not reflect reasonably closely the
meaning of the original lyrics, nor any major or substantial alterations in and additions to the Works,
without the prior consent of the Songwriter.

11. The Publisher is also entitled, without relieving itself of its primary liability hereunder to grant or
authorise others to exercise their rights hereunder whether in whole or part. The entire copyrights
and all other rights whatsoever and whosoever, now or hereafter known throughout the Territory,
shall be vested in the Publisher absolutely for the Term, any extension thereof, plus the retention
period.

12. This Agreement sets forth the full understanding and agreement in respect of the matters herein
contained and shall not be altered, modified or terminated unless agreed upon in writing between the
parties and signed by all parties in a single document.

(a)The invalidity, voidability or unenforceability of any provisions of this Agreement shall not
invalidate the whole but shall be limited to the extent necessary to bring the Agreement within
the appropriate legal requirements.

b) Reference to any enactment or regulations shall include reference to any statutory

amendment or re-enactment thereof for the time being in force and where appropriate any
subsequent related legislation in the same behalf.

c) The addition of new works as set out in the beginning of this Agreement shall not constitute
an amendment to the Agreement or be required in writing. All works composed during the
term of this Agreement are automatically considered to be a part of this Agreement and
subject to the provisions thereof.

13. This Agreement shall be interpreted in accordance with the laws of the Republic of South Africa
whose courts shall have exclusive jurisdiction.

14. Upon expiry of the Term all the Works assigned during this period plus extensions will remain the
property of the Publisher for the retention period subject to payment to the Songwriter as contained in
this Agreement.

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15. The Songwriter will be entitled, upon written notice to the Publisher, to terminate this Agreement if,
(save following a permitted assignment hereunder):

a) The Publisher enters into liquidation, is under business rescue or has a judicial manager or
administrator appointed who is not discharged within 60 days;
b) the Publisher makes any arrangements for the benefit of its creditors;
c) the Publisher ceases trading as a music publisher; For the avoidance of doubt this shall not
include a Bona fide sale of the Publisher or merging with another Publisher, which may result
in the deregistration or change in name of the Publisher. In this event, the Publisher shall be
entitled to cede and assign its rights and obligations in this agreement to the third party buyer
or new entity arising out of a merger without the songwriter’s consent and shall do so by
notifying the songwriter in writing of the cession and assignment.
d) the Publisher remains in material breach of any of its obligations hereunder for more than 30
days after service by the Songwriter of written notice calling for such breach to be remedied
unless the alleged breach is of such a nature that it cannot practicably be completely
remedied within such thirty-day period, in which event Publisher shall be deemed to have
timely remedied such alleged breach if Publisher commences to do so within such thirty-day
period and proceeds to complete the remedying thereof within a reasonable time thereafter.

16. The Songwriter hereby grants to the Publisher the right to use throughout the territory, his name,
approved likeness and approved biographical material in connection with the promotion or exploitation
of the Works.

17. Only that part of any Work that is written by the Songwriter will be subject to this Agreement.

18. The Songwriter has been advised by the Publisher to seek independent legal advice on the
contents of this agreement and the Songwriter hereby acknowledges that they have done so to their
own satisfaction and that they know and understand the contents of this agreement.
.

DATED AT Wed
THIS ________ 03/02
DAY OF _________________ 2020

_______________________
SONGWRITER

Joanna
NAME ______________________

AND SIGNATURE __________________________OF SONGWRITER WITNESS

DATED AT THIS ________ DAY OF _________________ 2020

_______________________
Signed of behalf of the PUBLISHER by __________________ who by his signature hereto
warrants that he is duly authorised to sign on behalf of the PUBLISHER

NAME ______________________

AND SIGNATURE __________________________OF PUBLISHER WITNESS

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