AMENDED
      & RESTATED DIGITAL MUSIC DOWNLOAD SALES AGREEMENT

     

    This
      Agreement is by and between “ITUNES” and “COMPANY”, as each is identified on the
      attached Cover Sheet, and is entered into as of the Effective Date (as defined
      herein).

     

    WHEREAS,
      ITUNES and COMPANY are parties to one or more Current Agreement(s) (as defined
      herein);

     

    WHEREAS,
      ITUNES desires and, in exchange for ITUNES’ obligations herein, COMPANY is
      willing to allow ITUNES to sell COMPANY’s content in digital form on modified
      terms as provided herein;

    


    NOW,
      THEREFORE, in consideration of the mutual promises and agreements set forth
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged, ITUNES and COMPANY (each a “Party” and
      collectively, “Parties”) hereby amend and restate the Current Agreement(s),
      effective as of the Effective Date (as defined herein), in this single Agreement
      as follows:

    


    
      	 	
              1.

            	
              Definitions.

            


    

    


    The
      following terms shall have the following meanings for purposes of this
      Agreement:

    


    
      	 	
              (a)

            	
              “Content
                File”
                means each digital file containing COMPANY Content, applicable Artwork
                (if
                any), parental advisory notices (if any), copyright notices (if any),
                and
                associated metadata (e.g., artist name, track or video title, track
                or
                video title version (if applicable), territories cleared for sale,
                copyright notice, ISRC, UPC and corresponding album title (if applicable)
                and editorial content data (if
                any)).

            


    

    


    
      	 	
              (b)

            	
              “Content
                Usage Rules”
                means the usage rules applicable to COMPANY Content in the form of
                Regular
                eMasters and Plus eMasters available on the Online Store that specify
                the
                terms under which a Regular eMaster and Plus eMaster, respectively,
                may be
                used, as set forth in Exhibit A attached hereto, and which may be
                modified
                by ITUNES from time to time, subject to prior written approval by
                COMPANY
                (such approval or disapproval not to be unreasonably delayed) in
                the event
                of a material change to such usage
                rules.

            


    

    


    
      	 	
              (c)

            	
              “Security
                Solution”
                means the proprietary Apple content protection system marketed as
                Fairplay, in effect as of the Effective Date used to protect Regular
                eMasters (but, for avoidance of doubt, not Plus eMasters) sold on
                the
                Online Store pursuant to this Agreement, which content protection
                system
                shall be no less protective than the protection system used to protect
                similar third party content sold on the Online Store, and which may
                be
                modified by ITUNES from time to time, subject to prior written approval
                by
                COMPANY (such approval not to be unreasonably withheld, delayed or
                conditioned) in the event of a material change to such content protection
                system such that Regular eMasters are being protected less than
                before.

            


    


    
      
        
        

      

      
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              (d)

            	
              “eMaster"
                or "eMasters”
                means copies of COMPANY Content in digital form suitable for exploitation
                on the Online Store, in the Format and (i) having the Security Solution
                (“Regular eMasters”) or (ii) having no Security Solution (“Plus
                eMasters”), which ITUNES may sell on the Online Store pursuant to the
                terms and conditions of this
                Agreement.

            


    

    


    
      	 	
              (e)

            	
              “Format”
                or “Formatting”
                means the digital format for content set forth in Exhibit C-1 attached
                hereto or the process of converting content into
                eMasters.

            


    

    


    
      	 	
              (f)

            	
              “Non-Transfer
                Device”
                means a device, such as an iPod or a cell phone, having the Security
                Solution, which can receive eMasters by any means for their storage
                and/or
                playback via proprietary Apple software, but which cannot transfer
                eMasters with their content rights keys to any other
                device.

            


    

    


    
      	 	
              (g)

            	
              “Transfer
                Device”
                means a device, such as a computer, having the Security Solution,
                which
                can receive eMasters by any means for their storage and/or playback
                via
                proprietary Apple software, transfer eMasters with their content
                rights
                keys to any Non-Transfer Device or Transfer Device and/or burn audio-only
                eMasters as an audio CD.

            


    

    


    
      	 	
              (h)

            	
              “Fulfillment
                Activities”
                means sales activities relating to the sale and delivery of eMasters,
                provided by COMPANY, pursuant to the terms and conditions of this
                Agreement.

            


    

    


    
      	 	
              (i)

            	
              “Current
                Agreement”
                means any DIGITAL MUSIC DOWNLOAD SALES AGREEMENT or DIGITAL VIDEO
                DOWNLOAD
                SALES AGREEMENT by and between COMPANY and ITUNES that is in effect
                as of
                the date this Agreement is signed by both Parties and the territory
                of
                which includes any part of the Territory (as defined herein). The
                Current
                Agreement with the earliest effective date is referred to as the
“Earliest
                Current Agreement.”

            


    

    


    
      	 	
              (j)

            	
              “Effective
                Date”
                means the Signature Date.

            


    

    


    
      	 	
              (k)

            	
              “Term”
                means the period beginning on the Effective Date, and ending on the
                date
                the Earliest Current Agreement is set to expire (“Current Expiration
                Date”), except (i) if the Current Expiration Date is less than one year
                from the Signature Date, then the Term shall end two years after
                the
                Current Expiration Date, or (ii) if the Current Expiration Date is
                less
                than two years, but not less than one year, from the Signature Date,
                then
                the Term shall end one year after the Current Expiration Date. The
                Term
                shall automatically renew for additional, successive three-year periods
                unless either Party provides written notice to the other Party of
                its
                intent to terminate this Agreement at least ninety (90) days prior
                to the
                expiration of the then-effective
                Term.

            


    

    


    
      	 	
              (l)

            	
              “Territory”
                means the United States, its territories and possessions (collectively,
                “United States”), and Canada, its territories, and provinces, including
                Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland
                and
                Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince
                Edward Island, Quebec, Saskatchewan and Yukon (collectively,
                “Canada”).

            


    


    
      
        
        

      

      
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              (m)

            	
              “Online
                Store”
                means an electronic store and its storefronts branded, and owned
                and/or
                controlled by ITUNES or an affiliate of
                ITUNES.

            


    

    


    
      	 	
              (n)

            	
              “Regular
                COMPANY Content”
                means sound recordings owned or controlled by COMPANY and in which
                COMPANY
                has cleared (as provided in Section 4 below) the necessary rights
                to
                authorize electronic sales and sound recording performances in Regular
                eMaster format by ITUNES pursuant to the terms of this Agreement.
                

            


    

    


    
      	 	
              (o)

            	
              “Plus
                COMPANY Content”
                means sound recordings owned or controlled by COMPANY and in which
                COMPANY
                has cleared (as provided in Section 4 below) the necessary rights
                to
                authorize electronic sales and sound recording performances in Plus
                eMaster format by ITUNES pursuant to the terms of this
                Agreement.

            


    

    


    
      	 	
              (p)

            	
              “COMPANY
                Content”
                means Regular COMPANY Content and Plus COMPANY Content. All sound
                recordings that are provided by or on behalf of COMPANY to ITUNES
                are
                deemed owned or controlled by COMPANY and cleared by COMPANY as provided
                in Section 4 below. 

            


    

    


    
      	 	
              (q)

            	
              “Artwork”
                means album cover artwork, screen shots and/or any other artwork
                relating
                to COMPANY Content that COMPANY has cleared for use by ITUNES in
                accordance with Section 2 below. All artwork that is provided by
                or on
                behalf of COMPANY to ITUNES is deemed cleared by
                COMPANY.

            


    

    


    
      	 	
              2.

            	
              Authorization.

            


    

    


    
      	 	
              (a)

            	
              Subject
                to the terms of this Agreement, COMPANY hereby appoints ITUNES as
                a
                reseller of eMasters in the Territory. Accordingly, COMPANY hereby
                grants
                a non-exclusive right to ITUNES, during the Term,
                to:

            


    

    


    
      	 	
              i.

            	
              reproduce
                and Format COMPANY Content delivered by COMPANY or by COMPANY’S
                representative designated by COMPANY in writing into
                eMasters;

            


    

    


    
      	 	
              ii.

            	
              perform,
                exhibit and make available by streaming clips of the COMPANY Content
                (“Clips”) to promote the sale of applicable eMasters on the Online Store
                in accordance with Exhibit C-1;

            


    

    


    
      	 	
              iii.

            	
              promote,
                market, sell, distribute, perform and electronically fulfill and
                deliver
                eMasters and associated metadata to purchasers via the Online
                Store;

            


    


    
      
        
        

      

      
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              iv.

            	
              reproduce,
                display, distribute and electronically fulfill and deliver Artwork
                for
                personal use solely in conjunction with the applicable purchased
                eMaster;
                and

            


    

    


    
      	 	
              v.

            	
              use
                COMPANY Content, Artwork and metadata as may be reasonably necessary
                or
                desirable for ITUNES to exercise ITUNES’ rights under the terms of this
                Agreement.

            


    

    


    
      	 	
              (b)

            	
              ITUNES
                shall not be authorized to use COMPANY Content or Artwork in any
                manner or
                form not expressly authorized herein, provided that ITUNES may modify
                metadata as reasonably necessary to correct errors or to append sub-genres
                or like information for artist and content categories. Nothing in
                this
                Agreement shall be construed to prevent COMPANY from marketing or
                selling
                COMPANY Content or Artwork by any
                means.

            


    

    


    
      	 	
              (c)

            	
              ITUNES
                shall not pledge, mortgage or otherwise encumber any part of the
                COMPANY
                Content, eMasters, or Artwork.

            


    

    


    
      	 	
              3.

            	
              COMPANY
                Obligations.

            


    

    


    
      	 	
              (a)

            	
              Except
                for a special circumstance, such as an exclusive, limited-time, one-off
                promotion for particular COMPANY Content, or for a reason beyond
                COMPANY’s
                control (e.g., a third party contractual restriction), or as otherwise
                agreed by the Parties, COMPANY (or a third party designated by COMPANY
                in
                writing and approved by ITUNES) shall commence delivery of all existing
                COMPANY Content as soon as reasonably possible following the Effective
                Date, and prospectively during the Term, for just cleared COMPANY
                Content
                and new releases, at least in time for ITUNES to begin selling eMasters
                the earlier of a general release date, provided by COMPANY, or when
                any
                other distributor is permitted to begin selling, or making commercially
                available, COMPANY Content in any format. COMPANY may provide written
                notice to ITUNES, at the time that COMPANY delivers particular COMPANY
                Content to ITUNES (and, for any already-delivered COMPANY Content,
                no
                later than the Effective Date), that such COMPANY Content is not
                authorized hereunder to be sold as Plus eMasters (“Plus Excluded
                Content”); provided, however, that (i) COMPANY may not provide such notice
                for any COMPANY Content that COMPANY permits any other distributor
                to
                sell, or otherwise make commercially available, DRM-free in the Territory
                and (ii) if COMPANY subsequently permits any other distributor to
                begin
                selling, or otherwise making commercially available, any Plus Excluded
                Content DRM-free in the Territory, then COMPANY shall withdraw such
                notice
                at least in time for ITUNES to begin selling the applicable Plus
                Excluded
                Content as Plus eMasters at the same time as any such other
                distributor.

            


    

    


    
      	 	
              (b)

            	
              Except
                as otherwise agreed by the Parties, COMPANY shall make all COMPANY
                Content
                that COMPANY authorizes herein for sale on the Online Store available
                in
                both a so-called “single” format and in a multi-track "album" format.
                ITUNES may sell eMasters on the Online Store in the format that ITUNES
                believes most favorably furthers the commercial


            


    

    



    
      
        
        

      

      
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              purpose
                of this Agreement and otherwise in accordance with ITUNES’ then-current
                Online Store business
                practices.

            


    


    
      	 	
              (c)

            	
              COMPANY
                shall deliver Content Files to ITUNES, at COMPANY'S expense, in the
                Delivery Format and via the Delivery Method set forth in Exhibit
                C-1
                attached hereto.

            


    

    


    
      	 	
              4.

            	
              Royalties.

            


    

    


    
      	 	
              (a)

            	
              United
                States:
                For uses of COMPANY Content authorized hereunder with respect to
                sales in
                the United States, COMPANY shall be responsible for and timely pay:
                (i)
                all record royalties to artists, producers, performers, musicians
                and
                other record royalty participants for the manufacture, storage,
                distribution and sale of eMasters, (ii) all reproduction and distribution
                (i.e., mechanical) royalties payable to composers, lyricists, authors
                and
                publishers of compositions embodied in eMasters for the manufacture,
                storage, distribution and sale of eMasters, (iii) all payments that
                may be
                required under collective bargaining agreements applicable to COMPANY
                or
                third parties other than ITUNES, and (iv) any other royalties, fees
                and/or
                sums payable with respect to the sound recordings, Artwork, metadata
                and
                other materials provided by COMPANY and/or ITUNES’ authorized use thereof
                hereunder.

            


    

    


    
      	 	
              (b)

            	
              Canada:
                For uses of COMPANY Content authorized hereunder with respect to
                sales in
                Canada:

            


    

    


    
      	 	
              i.

            	
              COMPANY
                shall be responsible for and timely pay: (A) all record royalties
                to
                artists, producers, performers, musicians and other record royalty
                participants for the manufacture, storage, distribution and sale
                of
                eMasters, (B) all payments that may be required under collective
                bargaining agreements applicable to COMPANY or third parties other
                than
                ITUNES, and (C) any other royalties, fees and/or sums payable with
                respect
                to the sound recordings, Artwork, metadata and other materials provided
                by
                COMPANY and/or ITUNES’ authorized use thereof
                hereunder.

            


    

    


    
      	 	
              ii.

            	
              ITUNES
                shall be responsible for obtaining reproduction and distribution
                (i.e.,
                mechanical) rights, and song performance (i.e., communication to
                the
                public) rights, from, and for making and making arrangements for
                payments,
                royalties or sums payable to, composers, lyricists, authors and music
                publishers as may be reasonably necessary for the commercial exploitation
                hereunder of the compositions embodied in eMasters (“Author’s Rights”);
                provided, however, that (notwithstanding any other provision in this
                Agreement) ITUNES’ responsibilities under this paragraph 4(b)(ii) apply
                only to COMPANY Content for which reproduction rights in Canada may
                be
                cleared and paid through CMRRA-SODRAC, Inc. (hereafter, “CSI Content”) and
                that ITUNES shall make payments related to reproduction rights in
                any
                COMPANY Content only to CMRRA-SODRAC, Inc. and to no other party.
                COMPANY
                

            


    


    
      
        
        

      

      
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              understands
                and acknowledges that ITUNES shall have no obligations whatsoever
                under
                this paragraph 4(b)(ii) for any COMPANY Content that is not CSI Content
                (“non-CSI Content”), and that all responsibility for rights clearances and
                payments related to Authors’ Rights for any non-CSI Content which COMPANY
                authorizes ITUNES to exploit in Canada hereunder shall rest with
                COMPANY.
                To the extent that COMPANY owns or controls any part of the Authors’
                Rights in any COMPANY Content, COMPANY shall not withhold such rights
                in
                any way that could frustrate the purpose of this Agreement. The Parties
                acknowledge that the wholesale prices set forth in Exhibit B-1 reflect
                a
                deduction for Author’s Rights at the prevailing industry-wide royalty
                rates (currently estimated at eight percent (8%) of retail price)
                and
                that, in the event that higher or lower prevailing industry-wide
                royalty
                rates are established (whether by a court or tribunal within the
                Territory
                or through negotiations), then the wholesale prices set forth in
                Exhibit
                B-1 shall be prospectively reduced or increased (as the case may
                be) using
                such established industry-wide royalty
                rates.

            


    

    
    

    
      	 	
              5.

            	
              Wholesale
                Price.

            


    

    


    ITUNES
      shall pay COMPANY for eMasters sold by ITUNES hereunder the applicable wholesale
      prices set forth in Exhibit B-1, which wholesale prices shall remain in effect
      throughout the Term (subject to Section 4(b)(ii), if applicable).
      ITUNES
      shall
      provide notice (which may be by email) at least five (5) days prior to an
      increase in the retail price of an eMaster in any format (e.g., single-track,
      multi-track), and shall consider COMPANY’s views in relation to such increase in
      price.
      For
      avoidance of doubt, ITUNES reserves the right to determine the retail price
      in
      its sole discretion.

    


    
      	 	
              6.

            	
              ITUNES
                Obligations.

            


    

    


    
      	 	
              (a)

            	
              ITUNES
                shall condition sale and delivery of eMasters upon an end user’s
                acknowledgement of terms of use for such eMasters (“Terms of Use”), which
                Terms of Use shall be no less restrictive than the Content Usage
                Rules,
                and shall state that the sale of eMasters does not transfer to purchaser
                any commercial or promotional use rights in the
                eMasters.

            


    

    


    
      	 	
              (b)

            	
              Subject
                to Section 4, ITUNES shall be responsible for all costs associated
                with
                ITUNES’ Fulfillment Activities. 

            


    

    


    
      	 	
              (c)

            	
              If
                there is a change of circumstance during the Term as a result of
                which
                COMPANY reasonably believes that it does not have, or no longer has,
                the
                rights necessary to authorize ITUNES to use any COMPANY Content or
                Artwork
                as provided for herein, or COMPANY reasonably believes that ITUNES’
                continued sale of any COMPANY Content or Artwork will substantially
                harm
                COMPANY’s relations, or violates the terms of any of COMPANY’S agreements,
                with any applicable copyright owner, artist, producer, director (in
                the
                case of audio-visual content) or distributor (each a “Clearance Issue”),
                then COMPANY shall have the right to withdraw, upon
                

            


    


    
      
        
        

      

      
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              written
                notice to ITUNES’ designated representative, authorization for the sale of
                such COMPANY Content or Artwork to the extent of such Clearance Issue.
                Following ITUNES’ receipt of such written notice by COMPANY, ITUNES shall
                cease to offer such COMPANY Content or Artwork for sale as specified
                in
                the notice within three (3) business days after ITUNES’ receipt of such
                notice of withdrawal, and COMPANY shall use commercially reasonable
                efforts to clear such withdrawn COMPANY Content or Artwork and shall
                promptly notify ITUNES if and when such COMPANY Content or Artwork
                has
                been cleared and is again authorized for sale by ITUNES as provided
                herein. COMPANY shall not withdraw any authorization with respect
                to
                COMPANY Content or Artwork if COMPANY continues to provide such
                authorization to any other on-line digital distributor of COMPANY
                Content. ITUNES’
                current designated representative for such notices is
                itunesproducer@apple.com. ITUNES may, from time to time, change the
                designated representative and means for giving written notice by
                posting a
                notice on its iTunes Connect
                site.

            




    
      	 	
              (d)

            	
              ITUNES
                reserves the right to pull-down, or not offer for sale, any COMPANY
                Content or Artwork in the event a third party claims that ITUNES
                is not
                authorized to sell or otherwise use such COMPANY Content or Artwork
                on the
                Online Store, in which case COMPANY shall cooperate with ITUNES’
                reasonable requests towards handling such third party
                claim.

            


    

    


    
      	 	
              7.

            	
              Parental
                Advisory.

            


    

    


    If
      COMPANY provides an appropriate parental advisory warning about a particular
      eMaster in the Content File, ITUNES shall conspicuously display such parental
      advisory when other information about such eMaster is displayed. COMPANY shall
      be responsible for determining parental advisory warning status.

    


    
      	 	
              8.

            	
              Payment
                and Reports.

            


    

    


    
      	 	
              (a)

            	
              ITUNES
                shall remit payment to COMPANY for the sale of eMasters in accordance
                with
                the following: (i) the “sale” of each eMaster shall occur when such
                eMaster is successfully delivered by ITUNES to an end user; (ii)
                payments
                shall accrue at the time that such eMaster is sold; and (iii) for
                each
                eMaster sold, ITUNES shall pay to COMPANY an amount equal to the
                wholesale
                price for the applicable eMaster (collectively “eMaster
                Proceeds”).

            


    

    


    
      	 	
              (b)

            	
              ITUNES
                shall pay eMaster Proceeds to COMPANY in the amount set forth in
                a xxxxxx
                sales report reflecting all sales of eMasters and corresponding eMaster
                Proceeds for the particular xxxxxx period (“Sales Report”) and in
                accordance with ITUNES standard business practices after the end
                of each
                xxxxxx period during the Term. ITUNES will make each Sales Report
                available to COMPANY via the proprietary iTunes Connect site (free
                access
                to which is provided by ITUNES to COMPANY during the Term pursuant
                to
                applicable terms and conditions) and will notify COMPANY via email
                when
                each Sales Report is available. ITUNES may modify the foregoing process
                

            


    

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.


    
      
        
        

      

      
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              in
                its reasonable discretion upon xxxxxx written notice. For avoidance
                of
                doubt, eMaster Proceeds shall constitute COMPANY’s full consideration
                hereunder.

            




    
      	 	
              (c)

            	
              ITUNES
                may withhold any taxes, duties, charges or levies on payments by
                ITUNES to
                COMPANY pursuant to this Agreement as may be required by applicable
                law,
                rule or regulation. ITUNES shall remit any such withheld taxes, duties,
                charges or levies to the appropriate tax authority. Despite the foregoing,
                provided COMPANY has fully satisfied all requirements to document
                its
                eligibility for a lower or zero rate of withholding tax, including,
                without limitation, providing ITUNES with a valid Certificate of
                Residency, ITUNES shall withhold based on the lower withholding tax
                rate,
                or, if applicable, shall not
                withhold.

            


    

    


    
      	 	
              (d)

            	
              Payments
                made by ITUNES to COMPANY hereunder shall be by electronic funds
                transfer
                (“EFT”), and COMPANY shall be responsible for any of COMPANY’S bank
                transaction costs or fees arising from such payment. COMPANY shall
                provide
                ITUNES with COMPANY’S banking information reasonably necessary to effect
                payment (on a form to be provided to COMPANY by ITUNES), including
                but not
                limited to:

            


    

     

    i.
      Bank
      Name

    ii.
      Account Name

    iii.
      Account Number

    iv.
      Routing Number

    v.
      Royalty Accounting Contact: (Name, Address, Email, Fax, Tel.)

    


    
      	 	
              9.

            	
              Names
                and Likenesses; Promotional Use and Opportunities.

            


    

    


    
      	 	
              (a)

            	
              ITUNES
                may use the names and authorized likenesses of, and biographical
                material
                concerning, any eMaster artists, bands, producers, directors (in
                the case
                of audio-visual content) and/or songwriters (each, a “Talent”), as well as
                track title and/or album name, and Artwork, in any ITUNES marketing
                materials for the sale, promotion and advertising of the applicable
                eMaster which is offered for sale on the Online Store under the terms
                of
                this Agreement (e.g., an artist or band name and likeness may be
                used in
                an informational fashion, such as textual displays or other informational
                passages, to identify and represent authorship, production credits,
                and
                performances of the applicable artist or band in connection with
                the
                authorized exploitation of applicable eMasters). Further written
                approval
                of COMPANY shall be required if any Talent’s name or likeness is otherwise
                used as an endorsement of ITUNES, the Online Store, or other
                products.

            


    

    


    
      	 	
              (b)

            	
              ITUNES
                shall have the unrestricted right to market, promote and advertise
                the
                Online Store and content available for purchase on the Online Store
                as it
                determines in its discretion. Without limiting the foregoing, ITUNES
                shall
                have the right to determine which content, irrespective of any particular
                record company, label or other content provider affiliation, would
                best
                further the commercial purpose of the Online Store, and to promote
                such
                content more than others.

            


    

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.


    
      
        
        

      

      
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              10.

            	
              Copyright
                Notices; Ownership.

            


    

    


    
      	 	
              (a)

            	
              COMPANY
                may provide a copyright notice (which shall be not more than 21 characters
                in length) for applicable COMPANY Content and associated Artwork
                in the
                Content File, in which case ITUNES shall include such copyright notice
                in
                a manner that can be viewed prior to purchase of such eMaster. ITUNES
                shall not knowingly defeat, impair or alter any watermark in COMPANY
                Content, including any related Artwork or materials delivered by
                COMPANY
                hereunder.

            


    

    


    
      	 	
              (b)

            	
              As
                between the Parties, all right, title and interest in and to (i)
                the
                COMPANY Content, (ii) the eMasters, excluding the Security Solution,
                (iii)
                the Clips, (iv) all copyrights and equivalent rights embodied therein,
                and
                (v) all materials furnished by COMPANY, except as to any rights of
                ITUNES
                (whether pre-existing or under this Agreement), shall remain the
                property
                of COMPANY, it being understood that under no circumstances shall
                ITUNES
                have any lesser rights than it would have as a member of the
                public.

            


    

    


    
      	 	
              11.

            	
              Press
                Release.
                

            


    

    


    Without
      limiting the provisions of Section 16, COMPANY shall not make or issue any
      public statement or press release regarding this Agreement or its subject matter
      without prior written approval from ITUNES.

    


    
      	 	
              12.

            	
              Data
                Protection.
                

            


    

    


    
      	 	
              (a)

            	
              ITUNES
                shall use the Security Solution for Regular eMasters, which shall
                be no
                less protective of COMPANY Content than any other security solution
                provided by ITUNES for any other sound recordings on the Online Store.
                If
                the Security Solution is compromised such that Regular eMasters have
                been
                unencrypted and are being widely used without restriction, having
                an
                adverse material effect on the commercial intent of this
                Agreement
                xxxxxx. The foregoing shall
                constitute ITUNES’ sole obligation and COMPANY’s sole remedy from ITUNES
                in the event of such a security breach. For avoidance of doubt, this
                Section 12(a) shall not apply to Plus
                eMasters.

            


    

    


    
      	 	
              (b)

            	
              Despite
                anything to the contrary, in the event that ITUNES receives notice
                of a
                security breach of the servers
                or
                network components that
                store COMPANY Content or Artwork on the Online Store such that
                unauthorized access to COMPANY Content or Artwork becomes available
                via
                the Online Store xxxxxx 

            


    

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.


    
      
        
        

      

      
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              xxxxxx
                which shall be ITUNES’ sole obligation and COMPANY’s sole remedy from
                ITUNES in the event of such a security
                breach.

            


    

     

    
      	 	
              (c)

            	
              COMPANY
                Content in ITUNES’ control or possession shall reside on one or more
                network servers, workstations or equivalent devices owned or controlled
                by
                ITUNES or its contractors, each of which shall be secured with restricted
                access.

            


    

    


    
      	 	
              13.

            	
              Record-Keeping
                and Audit

            


    

    


    
      	 	
              (a)

            	
              ITUNES
                shall maintain and keep complete and accurate books and records concerning
                the amounts payable to COMPANY arising from transactions relating
                to
                ITUNES’ sale of xxxxxx.

            


    

    


    
      	 	
              (b)

            	
              Upon
                reasonable advance written notice xxxxxx, during the Term and for
                up to
                xxxxxx thereafter (the “Audit Period”), COMPANY, at COMPANY’s sole
                expense, may appoint an independent certified public accountant not
                then
                engaged in any audit of ITUNES or COMPANY to audit applicable books
                and
                records of ITUNES at ITUNES’ principal place of business in the Territory
                for the sole purpose of verifying the amounts due from ITUNES to
                COMPANY
                hereunder. Such audit shall take place during regular business hours,
                and
                shall not occur more than once during any twelve (12) month period.
                The
                certified public accountant shall not be engaged on a contingency-fee
                basis and must sign and deliver to ITUNES a confidentiality agreement
                in a
                form acceptable to ITUNES that protects ITUNES’ confidential information
                no less than the terms of this Agreement and no less than COMPANY
                protects
                its own similar information. COMPANY may audit information contained
                in a
                particular statement only once, and no audit shall be allowed or
                conducted
                for a period spanning less than six (6)
                months.

            


    

    


    
      	 	
              (c)

            	
              COMPANY
                shall be deemed to have consented to all accountings rendered by
                ITUNES
                hereunder, and said accountings shall be binding upon COMPANY and
                shall
                not be subject to any objection by COMPANY for any reason unless
                specific
                objections are provided to ITUNES in writing during the Audit Period.
                COMPANY agrees that ITUNES’ books and records contain “Confidential
                Information” (as defined below).

            


    

     

    
      	 	
              14.

            	
              Termination
                and Effect of Termination.

            


    

    


    
      	 	
              (a)

            	
              Either
                Party shall have the right to terminate this Agreement prior to the
                expiration of the Term in the event that the other Party (i) becomes
                insolvent, (ii) files a petition in bankruptcy, (iii) makes an assignment
                for the benefit of creditors, or (iv) breaches any material
                representation, obligation or covenant contained herein, unless such
                breach is cured prospectively, no later than thirty (30) days from
                the
                date of receipt of notice of such 

            


    

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.


    
      
        
        

      

      
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              breach,
                or if not able to be so cured, then resolved to the other Party’s
                satisfaction, not to be unreasonably
                withheld.

            




    
      	 	
              (b)

            	
              Sections
                1, 4, 6b, 8, 10b, 11, 13, 14, 15, 16, 17, and 18 shall remain in
                full
                force and effect following the expiration or earlier termination
                of this
                Agreement. The expiration or earlier termination of this Agreement
                shall
                not relieve COMPANY or ITUNES of its respective obligations to make
                any
                payments with respect to the sale of eMasters in the periods prior
                to such
                expiration or termination (and the associated accounting) in accordance
                with this Agreement.

            


    

    


    
      	 	
              (c)

            	
              Upon
                the expiration or earlier termination of this Agreement, all COMPANY
                Content, eMasters, Clips, and Artwork in ITUNES’ possession or control
                shall be promptly deleted or destroyed, excluding any archival copies
                maintained in accordance with ITUNES’ standard business practices or
                required to be maintained by applicable law, rule or
                regulation.

            


    

    


    
      	 	
              15.

            	
              Indemnification
                and Limitation of Liability.

            


    

    


    
      	 	
              (a)

            	
              ITUNES
                will indemnify and hold harmless, and upon COMPANY’S request, defend,
                COMPANY and its affiliates (and their respective directors, officers
                and
                employees) from and against any and all losses, liabilities, damages,
                costs and expenses (including reasonable attorneys' fees and costs)
                arising out of a claim by a third party by reason of: (i) any use
                by
                ITUNES of the COMPANY Content or Artwork in breach of this Agreement;
                (ii)
                a breach of any warranty, representation, covenant or obligation
                of ITUNES
                under this Agreement; or (iii) any claim that the technology used
                by
                ITUNES in the Fulfillment Activities infringes the intellectual property
                rights of another party. ITUNES will reimburse COMPANY and its affiliates
                on demand for any payments actually made in resolution of any liability
                or
                claim that is subject to indemnification under this Section 15, provided
                that COMPANY obtains ITUNES’ written consent prior to making such
                payments. COMPANY shall promptly notify ITUNES of any such claim,
                and
                ITUNES may assume control of the defense or settlement of such claim.
                COMPANY shall have the right, at its expense, to participate in the
                defense thereof under ITUNES’
direction.

            


    

    


    
      	 	
              (b)

            	
              COMPANY
                will indemnify and hold harmless, and upon ITUNES’ request, defend, ITUNES
                and its affiliates and contractors (and their respective directors,
                officers and employees) from and against any and all losses, liabilities,
                damages, costs or expenses (including reasonable attorneys' fees
                and
                costs) arising out of a claim by a third party by reason of: (i)
                a breach
                of any warranty, representation, covenant or obligation of COMPANY
                under
                this Agreement; or (ii) excluding the rights that ITUNES is responsible
                for under Section 4(b)(ii) (if applicable), any claim that any COMPANY
                Content, Artwork, metadata or any other materials provided or authorized
                by or on behalf of COMPANY hereunder or ITUNES’ use thereof violates or
                infringes the rights of another party. COMPANY will reimburse ITUNES
                and
                its affiliates on demand for any payments actually made in resolution
                of
                any liability or claim that is subject to indemnification under this
                Section 

            


    


    
      
        
        

      

      
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              15,
                provided that ITUNES obtains COMPANY’s written consent prior to making
                such payments. ITUNES shall promptly notify COMPANY of any such claim,
                and
                COMPANY may assume control of the defense or settlement of such claim.
                ITUNES shall have the right, at its expense, to participate in the
                defense
                thereof under COMPANY’s direction.


            




    
      	 	
              (c)

            	
              EXCEPT
                PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER
                PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL
                OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES,
                EVEN IF
                ADVISED OF THEIR POSSIBILITY.

            


    

    


    
      	 	
              (d)

            	
              NO
                WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS
                TO THE
                CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS
                FOR A PARTICULAR PURPOSE OF THE ONLINE STORE, THE SECURITY SOLUTION,
                OR
                ANY ELEMENTS OF THE FOREGOING IS GIVEN TO, OR SHOULD BE ASSUMED BY,
                COMPANY, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.
                

            


    

     

    
      	 	
              16.

            	
              Confidentiality.

            


    

    


    Each
      Party acknowledges that by reason of this Agreement it may have access to
      certain information and materials concerning the other Party's business plans,
      customers, technology and products that are confidential and of substantial
      value to such Party, which value would be impaired if such information were
      disclosed to third parties or used for purposes other than as expressly
      permitted by this Agreement (referred to in this Agreement as “Confidential
      Information”). Each Party agrees to maintain any and all Confidential
      Information received from the other, in confidence, and agrees not to disclose
      or otherwise make available such Confidential Information to any third party
      without the prior written consent of the disclosing Party. Each Party agrees
      that Confidential Information shall be disclosed to its employees and other
      personnel under its control and supervision for purposes of performing under
      this Agreement solely on a need-to-know basis in furtherance of this Agreement,
      and solely to those individuals who are bound by a written non-disclosure
      agreement having terms no less restrictive than the non-disclosure terms of
      this
      Section 16, unless required by law, or court or governmental order. Confidential
      Information shall be deemed to include (i) information marked confidential,
      if
      conveyed in writing, and (ii) information identified orally as confidential,
      if
      conveyed orally. Confidential Information shall not be deemed to include any
      information which (a) is publicly known at the time of the disclosure, (b)
      becomes publicly known other than by breach of the terms of this Section 16,
      (c)
      becomes known to the receiving Party, without restriction, from a source free
      of
      any obligation of confidentiality and without breach of this Section 16, or
      (d)
      is independently developed by the receiving Party.

    


    
      	 	
              17.

            	
              Additional
                Representations and Warranties of the Parties.

            


    


    
      
        
        

      

      
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          32

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (a)

            	
              Each
                Party represents and warrants that it has full authority to enter
                into
                this Agreement, and to fully perform its obligations
                hereunder.

            


    

    


    
      	 	
              (b)

            	
              Each
                Party represents and warrants that it owns or controls the necessary
                rights in order to make the grant of rights, licenses and permissions
                herein, and that the exercise of such rights, licenses and permissions
                by
                the other Party hereto shall not violate or infringe the rights of
                any
                third party.

            


    

    


    
      	 	
              (c)

            	
              Each
                Party represents and warrants that it shall not act in any manner
                which
                conflicts or interferes with any existing commitment or obligation
                of such
                Party, and that no agreement previously entered into by such Party
                will
                interfere with such Party’s performance of its obligations under this
                Agreement.

            


    

    


    
      	 	
              (d)

            	
              Each
                Party represents and warrants that it shall perform in compliance
                with any
                applicable laws, rules and regulations of any governmental
                authority.

            


    

    


    
      	 	
              18.

            	
              General
                Provisions.

            


    

    


    
      	 	
              (a)

            	
              No
                Agency or Joint Venture.
                The Parties agree and acknowledge that the relationship between the
                Parties is that of independent contractors acting as seller and purchaser.
                This Agreement shall not be deemed to create a partnership or joint
                venture, and neither Party is the other’s agent, partner, employee, or
                representative.

            


    

    


    
      	 	
              (b)

            	
              Contractors.
                ITUNES may contract with third parties to provide Fulfillment Activities
                on behalf of ITUNES, provided such third parties are subject to terms
                no
                less restrictive than the terms ITUNES is subject to under this Agreement.
                ITUNES shall be responsible for the performance of such third parties
                while under ITUNES’ control and
                supervision.

            


    

    


    
      	 	
              (c)

            	
              Entire
                Agreement, Modification, Waiver.
                This Agreement, including any annexes, schedules and exhibits hereto,
                contains the entire understanding of the Parties relating to the
                subject
                matter hereof, and supersedes all previous agreements or arrangements
                between the Parties relating to the subject matter hereof. This Agreement
                cannot be changed or modified except by a writing signed by the Parties.
                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. If
                any
                provision of this Agreement is determined by a court of competent
                jurisdiction to be unenforceable, such determination shall not affect
                any
                other provision hereof, and the unenforceable provision shall be
                replaced
                by an enforceable provision that most closely meets the commercial
                intent
                of the Parties.

            


    

    


    
      	 	
              (d)

            	
              Binding
                on Successors.
                This Agreement shall be binding on the assigns, heirs, executors,
                personal
                representatives, administrators, and successors (whether through
                merger,
                operation of law, or otherwise) of the Parties. ITUNES may assign
                or
                transfer any part of this Agreement to an affiliate of ITUNES without
                COMPANY’s consent.

            


    


    
      
        
        

      

      
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              (e)

            	
              Notices.
                Any notice, approval, request, authorization, direction or other
                communication under this Agreement shall be given in writing and
                shall be
                deemed to have been delivered and given for all purposes: (i) on
                the
                delivery date if delivered personally to the Party to whom the same
                is
                directed or delivered; (ii) upon delivery by confirmed-receipt facsimile
                to the appropriate number set forth below (and, further, confirmation
                of
                receipt is made by telephone); (iii) one (1) business day after deposit
                with a commercial overnight carrier, with written verification of
                receipt;
                or (iv) five (5) business days after the mailing date, whether or
                not
                actually received, if sent by certified mail, return receipt requested,
                postage and charges prepaid, to the address of the Party to whom
                the same
                is directed as set forth below (or such other address as such other
                Party
                may supply by written notice duly given).


            


    

    
      	 	 


    

    If
      to
      COMPANY, to the Senior Management contact specified by COMPANY on the attached
      Cover Sheet, with a courtesy copy by email or facsimile, which copy shall not
      constitute notice, to the Legal/Business Affairs contact specified by COMPANY
      on
      the attached Cover Sheet.

     

    If
      to
      ITUNES, to the Senior Management contact specified on the attached Cover Sheet,
      with courtesy copies by email or facsimile, which copies shall not constitute
      notice, to the Legal/Business Affairs contacts specified on the attached Cover
      Sheet.

    


    
      	 	
              (f)

            	
              Governing
                Law.
                This Agreement shall be governed and interpreted in accordance with
                the
                laws of the State of California, without regard to principles of
                conflict
                of laws. The Parties agree that any proceeding relating to this Agreement
                will take place in the No. District of California; and both Parties
                hereby
                waive the right to object to that choice of law, personal jurisdiction
                or
                venue.

            


    

    


    
      	 	
              (g)

            	
              Counterparts.
                This Agreement may be executed in counterparts, each of which shall
                be
                deemed an original and all of which together shall constitute one
                and the
                same document.

            


    

    
      	 	 


    

    
      	 	
              (h)

            	
              Remedies.
                To the extent permitted by applicable law, the rights and remedies
                of the
                Parties provided under this Agreement are cumulative and in addition
                to
                any other rights and remedies of the Parties at law or
                equity.

            


    

    


    
      	 	
              (i)

            	
              Headings.
                The titles used in this Agreement are for convenience only and are
                not to
                be considered in construing or interpreting the
                Agreement.

            


    

    


    
      	 	
              (j)

            	
              No
                Third-Party Beneficiaries.
                This Agreement is for the sole benefit of the Parties hereto and
                their
                authorized successors and permitted assigns. Nothing herein, express
                or
                implied, is intended to or shall confer upon any person or entity,
                other
                than the Parties hereto and their authorized successors and permitted
                assigns, any legal or equitable right, benefit or remedy of any nature
                whatsoever under or by reason of this
                Agreement.

            


    


    
      
        
        

      

      
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              (k)

            	
              Force
                Majeure.
                For the purposes of this Agreement, "Force Majeure" shall mean any
                event
                which a Party hereto could not foresee, such as fire, flood, acts
                of God
                or public enemy, Internet failures, earthquakes, governmental or
                court
                order, national emergency, strikes or labor disputes, the effect
                of which
                it could not reasonably prevent or predict and which renders impossible
                or
                impractical the performance of contractual obligations either totally
                or
                in part. The Party invoking a Force Majeure shall notify the other
                Party
                within three (3) business days of its occurrence by accurately describing
                all the circumstances of the situation involved and its effect upon
                the
                performance of its contractual obligations. The taking place of a
                Force
                Majeure shall have the effect of suspending the obligations of the
                Party
                which has invoked the provisions of this Section to the extent such
                obligations are affected by the Force Majeure. Contractual dates
                shall be
                extended for a period equal to the duration of a Force Majeure. The
                cessation of a Force Majeure shall be communicated by notice within
                three
                (3) business days of its occurrence by the Party that invoked
                it.

            


    

     

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed by their respective officers thereunto duly authorized.

    


    

      
        	
                APPLE
                  INC.

              	 	
                COMPANY

              
	 	 	 
	
                By:

              	
                /s/
                  Eddy Cue

              	
              	 	
                By:

              	
                /s/
                  Greg Scholl

              	
              
	 	 	
                Signature

              
	 	 	 
	
                Name:
                  Eddy Cue

              	 	
                Name:
                  Greg Scholl

              
	
                Title:
                  VP, iTunes

              	 	
                Title:
                  President & CEO

              
	
                Date:
                  August 6, 2008

              	 	
                Date:
                  July 24, 2008

              


      

       

    

    The
      later
      of the two dates above (if different) shall constitute the “Signature
      Date.”

    


    Please
      send TWO
      original
      signed copies to:

    


    Apple
      Inc.

    iTunes
      Store

    1
      Infinite Loop, MS 3-ITMS

    Cupertino,
      CA 95014

    United
      States

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    Content
      Usage Rules

    


    Regular
      eMasters

    


    End
      users
      obtaining Regular eMasters from ITUNES pursuant to the terms of this Agreement
      may:

    


    
      	 	
              1.

            	
              Burn
                audio-only single-track Regular eMasters xxxxxx to an audio CD as
                part of
                a playlist. 

            


    

    


    
      	 	
              2.

            	
              Use
                Regular eMasters in applications using
                QuickTime.

            


    

    


    
      	 	
              3.

            	
              Store
                Regular eMasters on up to five (5) Transfer Devices at the same
                time.

            


    

    


    
      	 	
              4.

            	
              Subject
                to Paragraph 3. above, transfer Regular eMasters to, and/or render
                from, a
                Transfer Device or Non-Transfer
                Device.

            


    

    


    
      	 	
              5.

            	
              Use
                Regular eMasters solely for end user’s personal and non-commercial
                use.

            


    

    


    Plus
      eMasters

    


    End
      users
      obtaining Plus eMasters from ITUNES pursuant to the terms of this Agreement
      may
      use Plus eMasters solely for end user’s personal and non-commercial
      use.

     

    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.

     

    
      
        
        

      

      
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    EXHIBIT
      B-1

    


    Schedule
      of Wholesale Prices - Audio

    


    Sales
      in
      the United States shall be in United States dollars (US$). Sales in Canada
      shall
      be in Canadian dollars (CDN$).

    


    Single-Track
      Wholesale Prices (excluding taxes)

    


    
      	
              Regular eMaster

            	 	
              Plus eMaster

            	 	
              Upgrade†

            
	
              xxxxxx

            	 	
              xxxxxx

            	 	
              xxxxxx

            
	
              xxxxxx

            	 	
              xxxxxx

            	 	
              xxxxxx

            


    

    


    † xxxxxx

    


    Multi-Track Album
      Wholesale Prices (excluding taxes)

    


    
      	
              Album Tiers

            	 	
              Regular/Plus Album

            	 	
              Album Upgrade††

            
	
              Mini-EP**

            	 	
              xxxxxx*

              xxxxxx
                *

            	 	
              xxxxxx
                

              xxxxxx

            
	
              EP**

            	 	
              xxxxxx
                *

              xxxxxx
                *

            	 	
              xxxxxx
                

              xxxxxx

            
	
              Budget**

            	 	
              xxxxxx
                *

              xxxxxx
                *

            	 	
              xxxxxx

              xxxxxx

            
	
              Back**

            	 	
              xxxxxx
                *

              xxxxxx
                *

            	 	
              xxxxxx

              xxxxxx

            
	
              Mid/Front**

            	 	
              xxxxxx
                *

              xxxxxx
                *

            	 	
              xxxxxx

              xxxxxx

            
	
              Front
                Plus**

            	 	
              xxxxxx
                *

              xxxxxx
                *

            	 	
              xxxxxx

              xxxxxx

            
	
              Multi-CD
                Sets**

            	 	
              xxxxxx
                *

            	 	
              xxxxxx

            


    

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.

     

    
      
        
        

      

      
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    *
      Notwithstanding anything to the contrary herein (including any album tier
      designation pursuant hereto), xxxxxx.

    


    **
      COMPANY may select the xxxxxx tier only for xxxxxx may be used solely for
      xxxxxx. In addition, the xxxxxx tier may be used solely where the xxxxxx. ITUNES
      may in its discretion waive, on a case-by-case basis, any of the restrictions
      set forth in this paragraph.

    


    ††
      xxxxxx

    


    For
      avoidance of doubt, COMPANY shall have the right to designate the album tier
      (subject to any limitations regarding the use of such tier) for each multi-track
      album of COMPANY Content delivered by COMPANY to ITUNES. In the event COMPANY
      does not designate an album tier for a particular multi-track album, such
      multi-track album shall be deemed designated xxxxxx until such time as COMPANY
      designates a different album tier. COMPANY may change the designated album
      tier
      for a particular multi-track album xxxxxx during the Term. ITUNES may in its
      discretion make available additional multi-track album tiers during the
      Term.

    


    xxxxxx

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.

     

    
      
        
        

      

      
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    EXHIBIT
      B-2

    


    Schedule
      of Wholesale Prices – Videos

    


    Sales
      in
      the United States shall be in United States dollars (US$). Sales in Canada
      shall
      be in Canadian dollars (CDN$).

    


    Single
      Video Wholesale Prices (excluding taxes)

    


    
      	
              Regular/Plus eMaster

            	 	
              Video Upgrade†

            
	
              xxxxxx

            	 	
              xxxxxx

            
	
              xxxxxx

            	 	
              xxxxxx

            


    

    


    † xxxxxx

    


    Other Products

    


    If
      ITUNES
      at any time during the Term exercises its discretion under Section 3(b) to
      accept additional product configurations, then ITUNES will make available one
      or
      more wholesale price tiers for such additional products. If multiple tiers
      are
      made available, COMPANY shall have the right to designate any applicable tier
      for each product of COMPANY Content delivered by COMPANY to ITUNES; provided
      that COMPANY may change the designated tier for a particular product xxxxxx
      during the Term. Notwithstanding anything to the contrary herein (including
      any
      wholesale price tier made available by ITUNES or tier designation by COMPANY),
      the wholesale price for any product xxxxxx.

    


    ***
      Certain information on this page has been omitted and filed separately with
      the
      Commission. Confidential treatment has been requested with respect to the
      omitted provisions.

     

    
      
        
        

      

      
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    EXHIBIT
      C-1: Audio

    


    Clips

    


    Clips
      may
      be xxxxxx. If Clips are not provided by COMPANY, they may be created by ITUNES
      from the xxxxxx of the applicable eMaster.

    


    Format
      / Formatting

    


    ITUNES
      may convert COMPANY Content into xxxxxx for sale on the Online Store under
      the
      terms of this Agreement xxxxxx the sound quality and integrity, attributable
      to
      such format or encoder, of COMPANY'S eMasters having the Security Solution
      and
      COMPANY’s eMasters having no Security Solution, respectively, is commensurate
      with the sound quality and integrity of third party eMasters that are similarly
      (i.e., either with or without the Security Solution, as the case may be) made
      available for sale on and delivered from the Online Store.

    


    Delivery
      Format

    


    COMPANY
      shall deliver COMPANY Content to ITUNES in xxxxxx.

    


    Delivery
      Method

    


    COMPANY
      Content shall be delivered to ITUNES using either the proprietary iTunes
      Producer software (access to which is provided by ITUNES to COMPANY during
      the
      Term pursuant to applicable terms and conditions), a secure FTP site address
      provided by ITUNES to COMPANY, rsync over SSH, or such other delivery means
      as
      may be reasonably requested by ITUNES or mutually agreed between the Parties
      from time to time. COMPANY acknowledges and agrees that use of iTunes Producer
      requires certain Mac hardware and software (current required specifications,
      which are subject to change as iTunes Producer is upgraded or otherwise, are
      available on the iTunes Connect site). All COMPANY Content will be delivered
      to
      a server in California by means of telecommunications or via “load & leave”
per California regulation 1502. No tangible personal property will transfer
      to
      ITUNES.

    


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    EXHIBIT
      C-2: Videos

    


    Clips

    


    Clips
      may
      be xxxxxx or xxxxxx. Clips may be created by ITUNES from the applicable COMPANY
      Content.

    


    Format
      / Formatting

    


    ITUNES
      may convert COMPANY Content into eMasters and Format them for sale and delivery
      from the Online Store as follows: xxxxxx.

    


    Delivery
      Format

    


    COMPANY
      shall deliver each Content File of COMPANY Content to ITUNES (or a third party
      vendor designated in writing by ITUNES), using the highest source quality
      available, as follows: xxxxxx.

    


    Delivery
      Method

     

    COMPANY
      Content shall be delivered to ITUNES (or a third party vendor designated in
      writing by ITUNES) as follows: xxxxxx

    


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xxxxxx.

    


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    EXHIBIT
      D: Music Videos

    


    The
      following additional or modified terms and conditions shall apply to the sale
      of
      permanent downloads of music videos under the Agreement. In all other respects
      the terms and conditions of the Agreement shall apply equally to music videos.
      Solely for purposes of this Exhibit D:

    


    
      	1.	
              Sections
                1(n), 1(o) and 1(p) shall state,
                respectively:

            


    

    


    (n) Regular
      COMPANY Content”
means
      music videos, including, without limitation, audio and video files, owned or
      controlled by COMPANY and in which COMPANY has cleared (as provided in Section
      4
      below) the necessary rights to authorize electronic sales and audio-visual
      performances in Regular eMaster format by ITUNES pursuant to the terms of this
      Agreement. 

    


    (o) “Plus
      COMPANY Content”
means
      music videos, including, without limitation, audio and video files, owned or
      controlled by COMPANY and in which COMPANY has cleared (as provided in Section
      4
      below) the necessary rights to authorize electronic sales and audio-visual
      performances in Plus eMaster format by ITUNES pursuant to the terms of this
      Agreement.

    


    (p) “COMPANY
      Content”
means
      Regular COMPANY Content and Plus COMPANY Content. All music videos that are
      provided by or on behalf of COMPANY to ITUNES are deemed owned or controlled
      by
      COMPANY and cleared by COMPANY as provided in Section 4 below.

    


    
      	2.	
              Section
                3(b) shall state: COMPANY shall make all COMPANY Content that COMPANY
                authorizes herein for sale on the Online Store available as single
                videos.
                From time to time during the Term, ITUNES may in its discretion decide
                to
                accept additional product configurations (e.g., multi-video albums)
                from
                COMPANY, in which case COMPANY may, in its discretion, offer to make
                particular COMPANY Content available for sale on the Online Store
                in such
                product configurations.

            


    

    


    
      	3.	
              Section
                4 shall state: COMPANY shall be responsible for: (i) obtaining all
                rights
                of, and all waivers of any applicable moral or similar rights by,
                artists,
                performers, writers, producers, directors, the composers, lyricists,
                authors and/or publishers of any musical compositions embodied in
                COMPANY
                Content (including their mechanical, i.e., reproduction and distribution,
                rights), and any other third party rights holders necessary for ITUNES’
                unencumbered sale, promotion, storage, distribution and other use
                as
                authorized hereunder of COMPANY Content, Artwork, metadata and/or
                any
                other materials provided to ITUNES by COMPANY; and (ii) making
                corresponding full and timely payments of all royalties, residuals,
                participation payments, repeat fees and/or other sums payable for
                such
                rights and/or waivers, and all payments that may be required under
                any
                collective bargaining, union or guild agreements related to the COMPANY
                Content or its exploitation or other use hereunder, including any
                similar
                payments which are not now but hereafter become payable; provided,
                however, that COMPANY shall not be responsible for obtaining or making
                payments in relation to any public performance or communication to
                the
                public rights in any musical compositions embodied in COMPANY Content
                (to
                the extent such rights may be 

            


    

     

    
      
        
        

      

      
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              implicated,
                if at all, by ITUNES’ exploitation or other use of COMPANY Content
                hereunder).

            


    

     

    
      	4.	
              The
                following shall be added to Section 10(b): Upon written request,
                ITUNES
                shall provide a copy of each eMaster to COMPANY; provided, however,
                that
                COMPANY may not use any such eMaster in any manner except for purposes
                of
                securing ownership in copyright.

            


    

    


    
      	5.	
              The
                words “sound recordings” in Section 12(a) shall be replaced by “music
                videos.”

            


    

    


    
      	6.	
              All
                references to Exhibits B-1 and C-1 shall instead be to Exhibits B-2
                and
                C-2, respectively.

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      E

    


    Complete
      My Album

    


    Notwithstanding
      any other provisions of this Agreement, the following terms shall apply to
      any
      CMA Offers and CMA Transactions (as defined below):

    


    
      	
              1.

            	
              Definitions:

            


    

    


    (a) “Purchased
      Track”
means
      a
      track or video previously acquired by a customer from the Online Store by (i)
      purchase by any payment means or (ii) through a promotional download, so long
      as
      ITUNES paid to COMPANY the appropriate wholesale price under this Agreement
      for
      such download.

    


    (b) “CMA
      Album”
means
      an album with which one or more Purchased Tracks are “associated” (as provided
      in paragraph 3 below).

    


    (c) “Remaining
      Tracks”
means
      all tracks or videos contained on a CMA Album, other than any Purchased
      Tracks.

    


    (d) “CMA
      Offer”
means
      the option by a particular customer to purchase the Remaining Tracks of a CMA
      Album as a bundle – i.e.,
      to “complete” that album – at
      a specified bundle price.

    


    (e) “CMA
      Transaction”
means
      the purchase by a customer of the Remaining Tracks of a particular CMA Album
      as
      a bundle at a specified bundle price.

    


    (f) “Advance
      Single”
means
      a
      single track released on the Online Store in advance of the release of the
      corresponding album (e.g., a radio edit or pre-release single).

    


    (g) “Subsequent
      Album”
means
      the album, released subsequent to an Advance Single’s release, on which the
      Advance Single was included upon the album’s release.

    


    
      	
              2.

            	
              Authorization
                of CMA Offers and Transactions.
                ITUNES is hereby authorized to make CMA Offers and conclude CMA
                Transactions as provided in this
                Exhibit.

            


    

    


    
      	
              3.

            	
              “Associated”
                Purchased Tracks and CMA Albums.
                

            


    

    


    (a) Except
      as
      provided in paragraphs 3(b)-(e) below, a Purchased Track is only deemed
“associated” with the album on the Online Store off of which it was acquired by
      the customer.

    


    (b) For
      Advance Singles, the Subsequent Album shall be deemed to be the “associated” CMA
      Album. If only one (unmarked) version of the Advance Single was offered, and
      both clean and explicit versions of the Subsequent Album are offered on the
      Online Store, then each such version of the Subsequent Album shall be deemed
      to
      be a CMA Album “associated” with the Advance Single.

     

    
      
        
        

      

      
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    (c) If
      standard and deluxe versions of an album are offered on the Online Store, then
      each such version of the album shall be deemed to be a CMA Album “associated”
with any Purchased Track acquired off of either version of the
      album.

    


    (d) A
      redelivered album shall be deemed to be a CMA Album “associated” with any
      Purchased Track that was acquired off of any version of that same album that
      was
      previously available (but is no longer available) on the Online Store under
      the
      authority of COMPANY. ITUNES will use commercially reasonable efforts to create
      automated “matching” such that CMA Offers involving redelivered albums are made
      available to customers consistent with this subparagraph.

    


    (e) A
      Purchased Track originally purchased in Regular eMaster format off of the
      Regular eMaster version of a particular album, and then subsequently upgraded
      to
      Plus eMaster format, shall thereafter also be deemed “associated” with the Plus
      eMaster version of that album.

    


    (f) To
      the
      extent a customer is presented with more than one CMA Offer with respect to
      the
      same Purchased Track (because more than one album is deemed a CMA Album
“associated” with such Purchased Track hereunder), the customer may only select
      one such option. In no event may one Purchased Track be applied to more than
      one
      CMA Transaction.

    


    
      	
              4.

            	
              Partial
                Albums.
                Only full albums (including video albums) available for sale on the
                Online
                Store are eligible to be CMA Albums. Partial albums are not
                eligible.

            


    

    


    
      	
              5.

            	
              Time
                Limits:

            


    

    


    
      	 	
               (a)

            	
              A
                CMA Offer for a particular CMA Album may be made available to a customer
                only for a period of xxxxxx from the date that customer acquired
                his or
                her first Purchased Track associated with that CMA Album (except
                as
                provided in subparagraph (b) below); provided that, for a period
                of xxxxxx
                from the date CMA Offers are first made available on the Online Store,
                CMA
                Offers may be made available to each customer for CMA Albums associated
                with any of that customer’s Purchased Tracks, regardless of when the
                Purchased Tracks were acquired. 

            


    

    
      	 	 	 


      	 	
               (b)

            	
              In
                the case of a customer who acquired an Advance Single before the
                corresponding Subsequent Album became available on the Online Store,
                a CMA
                Offer for that Subsequent Album may be made available to that customer
                only for a period of xxxxxx from the date the Subsequent Album became
                available on the Online Store. 

            


    

     

    
      	
              6.

            	
              Wholesale
                Price.
                ITUNES will pay COMPANY the CMA Wholesale Price (as defined in this
                paragraph) for each CMA Transaction. The CMA Wholesale Price will
                equal
                the wholesale price under this Agreement for the CMA Album in effect
                at
                the time of the CMA Transaction (“Regular Wholesale Price”) less
                the sum of the wholesale prices ITUNES previously paid for the Purchased
                Tracks to COMPANY; provided, however, that the CMA Wholesale Price
                in no
                event shall be less than the wholesale price under this Agreement
                for a
                single track (a single music video in the event the CMA Album is
                a
                video-only album) in effect at the time of the CMA
                

            


    

     


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    Transaction.
      For avoidance of doubt, ITUNES may determine retail prices on the Online Store,
      including retail prices for CMA Transactions, entirely at its sole
      discretion.

    


    
      	
              7.

            	
              Reporting.
                Each CMA Transaction will be reflected on sales and royalty reports
                as
                follows: (i) a new sale of the full CMA Album at the Regular Wholesale
                Price, identified as a CMA sale; and
                (ii) a return (i.e., negative royalty) for each Purchased Track contained
                on the CMA Album in the amount ITUNES previously paid for the Purchased
                Track to COMPANY, each identified as a CMA
                return.

            


    

     

    
      
        
        

      

      
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    EXHIBIT
      F

    


    iPhone
      Ring Tone Service

    


    Notwithstanding
      any other provisions of this Agreement, the following terms shall apply to
      Ring
      Tones (as defined below):

    


    
      	1.	
              Definitions:

            


    

    


    (a) “Service”
means
      a
      paid-for service provided by ITUNES that enables Online Store users to select
      up
      to a 30-second segment of certain content stored in their iTunes Library for
      use
      as a ring tone only on an iPhone.

    


    (b) “Ring
      Tone”
means
      the up to 30-second content file created using the Service for use as a ring
      tone only on an iPhone.

    


    (c) “COMPANY
      Ring Tone”
means
      a
      Ring Tone created from an Eligible Track.

    


    (d) “COMPANY
      Track”
means
      an audio track xxxxxx.

    


    (e) “Eligible
      Track”
means
      any COMPANY Track that COMPANY has not notified ITUNES is ineligible for
      inclusion in the Service pursuant to Paragraph 2(b) below.

    


    (f) “Territory”
means
      the United States and its territories and possessions.

    


    (g) “Sale”
of
      a
      COMPANY Ring Tone means the act of using the Service with respect to that
      COMPANY Ring Tone and the corresponding Eligible Track. “Sold” or to “Sell”
shall be construed accordingly.

    


    
      	2.	
              Authorization
                for the Service.
                

            


    

    


    (a) ITUNES
      is
      hereby authorized to sell COMPANY Ring Tones by making the Service available
      in
      the Territory.

    


    (b) COMPANY
      may notify ITUNES’ designated representative in writing from time to time that
      one or more COMPANY Tracks are not eligible for inclusion in the Service because
      of a Clearance Matter, in which case such COMPANY Track will cease to be an
      Eligible Track and ITUNES will cease to include it in the Service within xxxxxx
      of receiving the notice. ITUNES’ current designated representative for such
      notices is itunesproducer@apple.com. ITUNES may, from time to time, change
      the
      designated representative and means for giving written notice by posting a
      notice on its iTunes Connect site.

    


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    (c) If
      a
      COMPANY Track xxxxxx or if the same exact version of the COMPANY Track is no
      longer available on the Online Store (e.g., due to redelivery), then ITUNES
      shall use the track metadata on the Online Store user’s hard drive to determine
      whether the track is an Eligible Track for purposes of determining whether
      the
      track is eligible for inclusion in the Service and, if so, for purposes of
      reporting and payment.

    


    (d) COMPANY
      Ring Tones (i) may be transferred to and used on xxxxxx of iPhones, which cannot
      transfer COMPANY Ring Tones with their content rights keys to any other device,
      (ii) may be transferred to, stored on, and previewed on up to five (5) Transfer
      Devices at the same time, and (iii) may be used solely for end user’s personal
      and non-commercial use.

    


    (e) COMPANY
      shall be responsible for and timely pay: (i) all record royalties to artists,
      producers, performers, musicians and other record royalty participants for
      the
      Sale of COMPANY Ring Tones, (ii) all reproduction and distribution (i.e.,
      mechanical) royalties payable to composers, lyricists, authors and publishers
      of
      compositions embodied in COMPANY Ring Tones for the Sale of COMPANY Ring Tones,
      (iii) all payments that may be required under collective bargaining agreements
      applicable to COMPANY or third parties other than ITUNES, and (iv) any other
      royalties, fees and/or sums payable with respect to the Sale of COMPANY Ring
      Tones as part of the Service hereunder.

    


    
      	
              3.

            	
              Pricing,
                Payment and Reporting.
                For each Sale of a COMPANY Ring Tone hereunder, ITUNES shall pay
                COMPANY a
                wholesale price of xxxxxx. Reporting and payment with respect to
                Sales of
                COMPANY Ring Tones shall be made in the same manner as for eMasters
                under
                Section 8 of this Agreement. COMPANY agrees to accept and use existing
                identifiers (e.g., Adam IDs) to identify particular Eligible
                Tracks.

            


    

    


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    EXHIBIT
      G

    


    Ticketmaster
      Concert Album Sales

    


    Notwithstanding
      any other provisions of this Agreement, the following terms shall apply to
      the
      use of COMPANY Content in connection with ITUNES and Ticketmaster L.L.C.’s
      (“Ticketmaster”) joint marketing program for the purpose of promoting such
      COMPANY Content:

    


    
      	
              1.

            	
              Promotion.
                Ticketmaster may offer customers who purchase tickets for a live
                event
                from www.ticketmaster.com or www.ticketmaster.ca (“Ticketmaster Sites”),
                as applicable, the opportunity to purchase a code for redemption
                of
                specific COMPANY Content from the relevant Online Store (“Code) by the
                artist headlining such live event (“Artist”) (such promotion hereafter
                referred to as the “Promotion”). During the transaction process on the
                Ticketmaster Sites, the Code shall be presented as a separate item
                that
                the customer can purchase in addition to the tickets for the live
                event
                headlined by Artist. COMPANY hereby grants ITUNES the right to authorize
                Ticketmaster to sell Codes on the Ticketmaster Sites during the Term,
                as
                provided herein.

            


    

    


    
      	
              2.

            	
              Promo
                Album and Substitute Content.
                Each Code shall be configured for redemption of the relevant Artist’s last
                released full-length album available on the Online Store as of xxxxxx
                days
                prior to the date tickets for the Artist’s tour are available for sale on
                the Ticketmaster Sites (the “Promo Album”). From time to time, each party
                may make reasonable requests to the other party to substitute the
                Promo
                Album with other COMPANY Content as the featured content in the Code
                (“Substitute Content”). The decision to use Substitute Content and the
                selection of Substitute Content shall be subject to the parties’ mutual
                agreement in writing (email to suffice). If the parties are unable
                to
                agree mutually on Substitute Content, the Promo Album shall be offered
                on
                the Ticketmaster Sites in connection with the Promotion. Notwithstanding
                this paragraph, ITUNES reserves the right to deny any requests to
                use
                Substitute Content by COMPANY, as determined within ITUNES’ sole
                discretion

            


    

    


    
      	
              3.

            	
              Removal.
                In the event an Artist or other exclusive rights holder objects to
                inclusion in the Promotion for reasons outside of COMPANY’s control,
                COMPANY shall have the right to require that particular COMPANY Content
                be
                removed from the Promotion. Notice for such removal must be made
                in
                writing to ITUNES’ designated representative, and ITUNES shall be
                responsible for securing the removal of the affected COMPANY Content
                from
                the Ticketmaster Sites for the purposes of the Promotion as soon
                as
                commercially reasonable, but in any event no later than xxxxxx days
                from
                notice. ITUNES’ current designated representative for such notices is
                itunesproducer@apple.com. ITUNES may, from time to time, change the
                designated representative and means for giving written notice by
                posting a
                notice on its iTunes Connect site.

            


    

    


    
      	
              4.

            	
              Payment.
                eMaster Proceeds in connection with the Codes shall be paid to COMPANY
                in
                accordance with Section 8 of this Agreement. Notwithstanding the
                foregoing, if a Code sold by Ticketmaster is not redeemed by the
                last day
                of the Apple Inc. fiscal year (approximately October 1 to the last
                Saturday of September)

            


    

    


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    (“Apple
      Fiscal Year”) in which the Code is delivered to the customer (“Unredeemed
      Code”), the Unredeemed Code shall be considered “sold” for the purposes of the
      Agreement, i.e. the eMaster embodied in the Code shall be deemed successfully
      delivered, on the last day of such Apple Fiscal Year; provided, however, that
      if
      a Code is sold by Ticketmaster in the last xxxxxx months of an Apple Fiscal
      Year, the Unreedemed Code shall be considered “sold” on the xxxxxx of the
      following Apple Fiscal Year (“Sale Date”). eMaster Proceeds for any Unredeemed
      Codes shall be set forth in the Sales Report following the relevant Sale Date.
      For avoidance of doubt, this paragraph shall fulfill any and all of ITUNES’
payment obligations in connection with Unredeemed Codes under the Agreement
      and
      COMPANY shall not be entitled to collect any wholesale price or any other
      payments in the event of redemption of an Unredeemed Code after a Sale Date.
      If
      a customer has not redeemed a Code and the COMPANY Content embodied in the
      Code
      is removed from the Online Store, upon the customer’s request, ITUNES shall
      credit the customer the purchase price of the Code and ITUNES shall have no
      obligation to make any payments whatsoever to COMPANY in connection with the
      sale of the Code. In the event Apple has already paid COMPANY for such Codes,
      ITUNES shall deduct the amount paid in a subsequent Sales Report. 

    


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