REPRESENTATION
AGREEMENT


 


This
Representation Agreement (“Agreement”) is entered into as of December 1, 2011, by and between Rightscorp, Inc. d/b/a
DigitalRights, a Delaware corporation (“DigitalRights”) located at 3100 Donald Douglas Loop North, Santa Monica CA
90405 and BMG Rights Management (US) LLC, 6 East 32nd St, 11th Floor, New York, NY 10016.


 


Background
of Agreement


 


	 	A.	DigitalRights
    is in the business of identifying and monitoring illegal downloads of music, videos and other copyrighted content, forwards
    Digital Millennium Copyright Act (“DMCA”) notices, and provides a settlement collections model for copyright owners
    and administrators for online peer-to-peer (“P2P”) infringements of their content.
	 	 	 
	 	B.	You
    own or control various copyrights in and to musical compositions and desire to appoint DigitalRights as its non-exclusive
    representative and agent within the territory and during the term of this Agreement (defined herein) to monitor infringements
    resulting from unauthorized downloads and uploads by individual infringers (“Infringers”) on P2P networks (e.g.
    Limewire, BitTorrent, eDonkey) via the internet of its owned or administered copyrighted content, to collect data regarding
    such infringements, to offer settlements to Infringers on its behalf and to collect all monies paid in settlement thereof.
    Notwithstanding the foregoing, You won’t use another company for P2P settlement services as described herein with regards
    to the same Protected Copyrights as (defined herein).


 


Agreement


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


	 	1.	 You
    hereby appoint and authorize DigitalRights to monitor the Internet for individual infringements by Infringers of copyrighted
    content by unauthorized downloading and uploading worldwide (“Territory”) based on title lists of musical compositions
    set forth in the
attached Schedule A (“Protected Copyrights”) provided by You, which may be amended from time to time via an addendum
to Schedule A, to be sent by You to DigitalRights, and to do the following:




  


	 	a.	Collect
    data as to the downloading, uploading or transmission of the Protected Copyrights on the Internet which infringe upon Your
    copyright interests (“Illegal Infringements”);


 






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	 	b.	Send
    notices (including DMCA notice and takedown letters in form required by law, if appropriate) to the Internet Service Providers
    (“ISPs”) of infringements by the Infringers, and offer settlements on Your behalf to each Infringer for each identified
    Illegal Infringement of Your copyright interests as set forth on Schedule A;
	 	 	 
	 	c.	Collect
    all amounts paid in settlement of such Illegal Infringements; and
	 	 	 
	 	d.	Pay
    you fifty percent (50%); of the Net Revenues collected by DigitalRights, payable pursuant to Paragraph 6, below. “Net
    Revenues” shall mean the gross settlement DigitalRights actually receives (“Gross Collection Amount”) from
    Infringers, less fees actually paid to third parties for credit card processing, transaction fees and potential fees to ISPs,
    but in no event less than 88% of Gross Collection Amounts.


 


	 	2.	This
    Agreement shall continue for a period of one (1) year and expire as of 30 November 2012. The parties agree and acknowledge
    that no representations, warranties, estimates, or predictions have been made by or on behalf of DigitalRights as to the success
    of the services provided herein or the extent that it will generate settlement amounts, if any.
	 	 	 
	 	3.	You
    represent that you legally own, control and/or administer the copyrights in the percentages reflected on the applicable attached
    Schedule A.
	 	 	 
	 	4.	You
    may add additional Protected Copyrights to Schedule A or delete Protected Copyrights from Schedule A in writing (via facsimile,
    mail or e-mail) requesting such action, and DigitalRights shall timely confirm each modification to the Protected Copyrights
    upon receipt of any such writing.
	 	 	 
	 	5.	During
    the Term, as such may be extended from time to time, DigitalRights shall have the exclusive right to collect settlements for
    online Illegal Infringements of the Protected Copyrights derived from its efforts hereunder. It is contemplated that DigitalRights
    shall collect settlements of $20.00 for each Illegal Infringement of Your copyrights as set forth on Schedule A, but DigitalRights
    may accept lower amounts in settlement if in the reasonable judgment of Digital Rights, accepting such lower amount is a prudent
    business decision. You acknowledge and agree that Digital Rights often offers incentives (in the form of reduced settlement
    amounts) to Infringers that are guilty of multiple Infringements.


 




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	 	6.	DigitalRights
    shall provide You with quarterly reports setting forth the gross amount collected for each Protected Copyright set forth on
    the Schedule A and the net amountdue You. Payments shall be made on a quarterly basis, with payment being made within 45 days
    after the end of each quarterly period. DigitalRights shall keep complete, detailed, and accurate books and records of all
    revenue, costs, expenses, and advances during the Term, as well as any revenue received after the Term. During the Term and
    for twelve (12) months thereafter, with respect to any statement delivered to You by DigitalRights for a period of twelve
    (12) months from the delivery to You, DigitalRights shall provide You, upon reasonable advance written notice, with full and
    complete access during regular business hours at DigitalRights’ normal place of business to DigitalRights’ books
    and records, for the revenue and costs related to You only, and to inspect and copy, and to perform, at your expense, audits
    or reviews of such books and records.
	 	 	 
	 	7.	You
    recognize that DigitalRights is providing the service described herein to You on a non-exclusive basis, and accordingly, DigitalRights
    may perform for others services similar or identical to the service provided to You under this Agreement, and this Agreement
    does not prevent DigitalRights from providing such services or developing materials that are competitive with those developed
    or provided hereunder regardless of any similarity to the service provided herein.
	 	 	 
	 	8.	You
    hereby represent, warrant and covenant that, with respect to this Agreement: (i) the execution, delivery and performance by
    You of this Agreement has been or as of the date of execution will have been, duly authorized by all necessary corporate or
    other required action; (ii) the individual executing such documents on Your behalf was duly authorized to do so; (iii) the
    Agreement constitutes a legal, valid and binding agreement and is enforceable in accordance with its terms; and (iv) the materials
    provided by You hereunder nor any portion thereof violate, misappropriate or infringe upon the intellectual property or other
    rights of any third party.
	 	 	 
	 	9.	This
    Agreement shall be construed and enforced according to the laws of the State of California applicable to agreements made and
    to be performed wholly within the State. The parties to this Agreement hereby consent to the jurisdiction of any State or
    Federal court within the County of Los Angeles, State of California, and also consent to service of process by any means authorized
    by California law.
	 	 	 
	 	10.	This
    Agreement contains the entire understanding and agreement between the parties hereto with respect to the subject matter and
    supersedes any prior or contemporaneous written or oral agreements, representations, understandings or warranties between
    them. No change, modification, waiver, discharge, amendment or addition to this Agreement shall be binding unless it is in
    writing and signed by the parties hereto.


 






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	 	11.	The
    invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this
    Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
	 	 	 
	 	12.	No
    delay, forbearance or neglect by either party in the enforcement of any of the conditions or rights of this Agreement shall
    constitute waiver.
	 	 	 
	 	13.	This
    Agreement may be executed in any number of counterparts each of which shall be enforceable against the parties executing such
    counterparts, and all of which together shall constitute a single document. Except as otherwise stated herein, in lieu of
    the original documents, a facsimile transmission, copy or scan of the original documents shall be as effective and enforceable
    as the original.
	 	 	 
	 	14.	Except
    as specifically provided herein, all notices, consents, requests and demands to or upon the respective parties hereto shall
    be in writing, and shall be deemed to have been given or made (i) if by hand delivery, upon receipt thereof; (ii) if mailed,
    three (3) days after deposit in the U.S. mails, postage prepaid, certified mail return receipt requested, (iii) if by next
    clay delivery service, upon such delivery, in each case addressed as set forth on the first page of this Agreement, or to
    such other address as either party may designate by notice to the other in accordance with the terms of this paragraph.
	 	 	 
	 	15.	DigitalRights
    and its personnel or agents, in performance of this Agreement, are acting as independent contractors and not as employees
    or agents of You. Under no circumstance will either party have the right or authority to enter into any contracts or assume
    any obligations for the other or to give any warranty to or make any representation on behalf of the other, except as expressly
    set forth herein.
	 	 	 
	 	16.	No
    terms and conditions of this agreement or information regarding the transactions contemplated herein will be released to the
    press, or otherwise disclosed to any third party without the prior written consent of the other party except as required by
    law or stock exchange rule. BMG shall have the right to approve any press release related to the agreement or the transactions
    contemplated herein.


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement in Los Angeles, California as of the date set forth above.





 


	BMG
RIGHTS MANAGE MENT (US) LLC 
	 	RIGHTSCORP,
    INC.
	 	 	 
	 [illegible]	 	/s/
    Christopher Sabec
	Its: 	authorized
    agent	 	 





 




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Schedule
A


 






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