Exhibit 10.4


 


STOCK PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (the “Agreement”) is made as of November 9, 2020 by and between Pro
Music Rights, Inc.., a Delaware corporation (the “Company”) and ______________________ (“Purchaser”).
Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement,
which are incorporated by reference.


 


	Total shares of Stock purchased:	_____ shares of Class A Common Stock of the Company (the “Stock”)
	Purchase Price per share:	$0.00001
	Total Purchase Price:	$_____
	Form  of Payment:	Cash: $_____


 


[Remainder of page intentionally left blank]


 




    Stock Purchase Agreement
[PURCHASER]
Page 1


     


    

 


Additional Terms/Acknowledgements: The
undersigned Purchaser acknowledges receipt of, and understands and agrees to, this Stock Purchase Agreement, including the terms and conditions
set forth in Exhibit A attached to this Agreement, which are incorporated by reference.


 


	 	COMPANY:
	 	 
	 	Pro Music Rights, Inc.
	 	 
	 	By:	 
	 	 	Name:  	Jake Noch
	 	 	Title:	Chief Executive Officer
	 	 
	 	Address:	 
	 	 	 
	 	PURCHASER:
	 	 
	 	 
	 	(Signature)
	 	 
	 	Address:


 




    Stock Purchase Agreement
[PURCHASER]
Signature Page


     


    

 


Exhibit
A


 


Terms
and Conditions Incorporated into


Stock
Purchase Agreement


 


1. Purchase
and Sale of Stock. Purchaser agrees to purchase from the Company, and the Company agrees to sell to Purchaser, the number of
shares of Stock for the consideration set forth in the cover page to this Agreement. The closing of the transactions contemplated by this
Agreement, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution
of this Agreement, or at such other time and place as the parties may mutually agree.


 


2. Investment
Representations. In connection with the purchase of the Stock, Purchaser represents
to the Company the following:


 


(a) Purchaser
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the Stock. Purchaser is purchasing the Stock for investment for Purchaser’s
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of
the Securities Act of 1933, as amended (the “Act”).


 


(b) Purchaser
understands that the Stock has not been registered under the Act by reason of a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed in this Agreement.


 


(c) Purchaser
further acknowledges and understands that the Stock must be held indefinitely unless the Stock is subsequently registered under the Act
or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation
to register the Stock. Purchaser understands that the certificate evidencing the Stock will be imprinted with a legend that prohibits
the transfer of the Stock unless the Stock is registered or such registration is not required in the opinion of counsel for the Company.


 


(d) Purchaser
is familiar with the provisions of Rule 144 under the Act as in effect from time to time, that, in substance, permits limited public resale
of “restricted securities” acquired, directly or indirectly, from the issuer of such securities (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain conditions.


 


(e) Purchaser
further understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale,
and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule
144, and that, in such event, Purchaser may be precluded from selling the Stock under Rule 144 even if the minimum holding period requirement
had been satisfied.


 


(f) Purchaser
further warrants and represents that Purchaser has either (i) preexisting personal or business relationships, with the Company or any
of its officers, directors or controlling persons, or (ii) the capacity to protect Purchaser’s own interests in connection with
the purchase of the Stock by virtue of the business or financial expertise of Purchaser or of professional advisors to Purchaser who are
unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.


 


(g) Purchaser
acknowledges that Purchaser has read all tax related sections and further acknowledges Purchaser has had an opportunity to consult Purchaser’s
own Tax, Legal and Financial Advisors regarding the purchase of common stock under this Agreement.


 




    Stock Purchase Agreement
[PURCHASER]
Page 1 to Exhibit A


     


    

 


(h) Purchaser
acknowledges and agrees that in making the decision to purchase the common stock under this Agreement, Purchaser has not relied on any
statement, whether written or oral, regarding the subject matter of this Agreement, except as expressly provided in this Agreement and
in the attachments and exhibits to this Agreement.


 


(i) If the Purchaser
is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)),
the Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the
Stock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be
obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale,
or transfer of the Stock.  The Purchaser’s subscription and payment for and continued beneficial ownership of the Stock will
not violate any applicable securities or other laws of the Purchaser’s jurisdiction.


 


3. Restrictive
Legends. All certificates representing the Stock shall have endorsed thereon
legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties
to this Agreement):


 


(a) “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


(b) “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S)
AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”


 


(c) “THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”


 


(d) Any legend
required by applicable blue sky laws.


 


4. Market
Stand-Off Agreement. Purchaser shall not sell, dispose of, transfer, make any
short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as
a sale, any Common Stock or other securities of the Company held by Purchaser (other than those included in the registration), including
the Stock (the “Restricted Securities”), during the 180-day period following the effective date of the Company’s
first firm commitment underwritten public offering of its Common Stock (or such longer period as the underwriters or the Company shall
request in order to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “Lock
Up Period”). Purchaser agrees to execute and deliver such other agreements as may be reasonably requested by the Company
and/or the managing underwriters that are consistent with the foregoing or that are necessary to give further effect to the foregoing
provision. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Purchaser’s
Restricted Securities until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries
of this Section 4 and shall have the right, power and authority to enforce the provisions hereof as though they were a party to this Agreement.


 




    Stock Purchase Agreement
[PURCHASER]
Page 2 to Exhibit A


     


    

 


5. Intellectual
Property Rights.


 


(a) Purchaser
represents and warrants that except for intellectual property rights assigned pursuant to this Agreement or specifically disclosed to
the Company on the appropriate schedule of Purchaser’s Confidential Information and Inventions Assignment Agreement with the Company
(if applicable), Purchaser possesses no intellectual property and has made no inventions related to the Company’s business, as currently
conducted or as proposed to be conducted. Purchaser further agrees that to the extent it is discovered that Purchaser has made inventions,
patented or unpatented, or otherwise possesses intellectual property rights related to the Company’s business that were not properly
assigned to the Company or specifically disclosed and excluded in Purchaser’s Confidential Information and Inventions Assignment
Agreement (if applicable) (the “Additional Intellectual Property”), the Additional Intellectual Property is
hereby assigned to the Company.


 


(b) Purchaser
agrees to assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign proprietary rights
relating to the Additional Intellectual Property in any and all countries. Purchaser agrees to execute, verify and deliver such documents
and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such Additional Intellectual Property and the assignment of such Additional Intellectual
Property.


 


(c) In the event
the Company is unable for any reason, after reasonable effort, to secure Purchaser’s signature on any document needed in connection
with the actions specified in the preceding paragraph, Purchaser irrevocably designates and appoints the Company and its duly authorized
officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on behalf of Purchaser
to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph
with the same legal force and effect as if executed by Purchaser.


 


6. Miscellaneous.


 


(a) Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to
the party to be notified; (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not
sent during normal business hours of the recipient, then on the next business day; (iii) five calendar days after having been sent
by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to
the other party to this Agreement at such party’s address hereinafter set forth on the signature page hereof, or at such other address
as such party may designate by ten days’ advance written notice to the other party hereto.


 


(b) Successors and
Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on
transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns.


 


(c) Attorneys’
Fees. The prevailing party in any suit or action hereunder shall be entitled to recover from the losing party all costs incurred by
it in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation
and attorneys’ fees.


 


(d) Governing Law;
Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties agree that
any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees
to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the
Company’s principal place of business.


 




    Stock Purchase Agreement
[PURCHASER]
Page 3 to Exhibit A


     


    

 


(e) Further Execution.
The parties agree to take all such further actions as may reasonably be necessary to carry out and consummate this Agreement as soon as
practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the
issuance of the securities that are the subject of this Agreement.


 


(f) Entire Agreement;
Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes
and merges all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. This Agreement
may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.


 


(g) Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision
in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i)
such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were
so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


 


(h) Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


[End of Exhibit A to Stock Purchase Agreement]


 


 


Stock Purchase Agreement


[PURCHASER]


Page 4 to Exhibit A