DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

PRODUCER AGREEMENT

This agreement (“Agreement”) dated as of May 10, 2021 sets forth the material terms of the agreement between
Kehlani Music, LLC (“Company”, “we” or “us”) and Michael Washington p/k/a Mike Wavvs (“Lender,” “you” or
“Producer”) for Producer’s non-exclusive services in connection with the master recording(s) set forth below
featuring the recorded performance(s) of the artist professionally known as Kehlani (“Artist”) recorded in connection
with and/or for possible inclusion on, among other things, Artist’s upcoming album release (the “Release”) subject to
Company’s exclusive recording agreement with Artist Partner Group, a division of Atlantic Recording Corp.
(“Distributor”), dated as of December 18, 2014, as amended (“Recording Agreement”). Capitalized terms used
herein and not specifically defined herein shall have the meaning(s) ascribed to them in the Recording Agreement; in
the event of any discrepancy, the definitions set forth in this Agreement shall be deemed controlling. Lender and
Company agree to the following:

1. ARTIST: Kehlani Parrish p/k/a “Kehlani”

2. PRODUCER: Michael Washington p/k/a “Mike Wavvs”

3. COMPANY: Kehlani Music, LLC Contact: Jeremy G. Mohr, Esq.

ADDRESS: c/o Rothenberg Mohr & Binder, LLP Email: jmohr@rmbllp.com
9595 Wilshire Boulevard, Suite 201 Phone: 310-430-7313
Beverly Hills, California 90212 Attn:
Jeremy G. Mohr, Esq.

4. LENDER ADDRESS: c/o Boyarski Fritz LLP Contact: Avi Dahan, Esq.
9171 Wilshire Blvd. Suite 500 Email: adahan@boyarskifritz.com
Beverly Hills, CA 90210 Phone: 212-920-4925
Attn: Avi Dahan, Esq.

5. COMPOSITION(S) / One (1) master recording (“Master[s]”) embodying Artist’s featured performance of the musical
MASTER(S): composition(s) listed on Schedule 1 (the “Composition(s)” and each a “Composition”) attached
hereto and made a part hereof.

6. SERVICES: Producer; Producer shall perform all services in connection with the Master(s) as are customarily
performed by producers in the recording industry. The Master(s) shall be commercially and
technically satisfactory to both Company and Distributor for the manufacture and sale of records.

Company hereby acknowledges satisfactory delivery to and acceptance by Artist and Distributor of
the Masters and satisfactory and timely completion of all services required of you and Producer
hereunder; provided, however, that such acknowledgment shall not estop Company from seeking
any remedies available to Company at law or equity in the event of the material breach by you or
Producer of any of the warranties, representations, covenants or agreements made by you and/or
Producer herein, nor from completing any “Delivery” requirements of Distributor (e.g., union
forms) or the delivery requirements below.

7. FEE / ADVANCE / Fee/Advance. Company shall pay or shall cause Distributor to pay Lender the amounts specified in
ROYALTY: Schedule 1 for the Master(s) concerned, which amount(s) shall be deemed a fully recoupable but
non-returnable advance (“Advance”) against Producer’s Royalty (as defined below). The Advance
in respect of each Master will be paid as follows: (a) Fifty Percent (50%) upon the later of (i)
Producer’s commencement of services hereunder and (ii) the complete execution of this Agreement;
and (b) the balance upon the later of (i) Producer’s delivery and Company’s and Distributor’s
acceptance of the Master(s) as technically and commercially satisfactory in Company’s/Distributor’s
sole reasonable discretion, and delivery to Company and Distributor of all related materials and
documentation, such delivery elements shall include, without limitation, releases, mixes, radio edits,
sample clearances resulting from Producer’s services or the services of third parties engaged by

1
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

Producer to render services in connection with the Master(s) (excluding, however, any third party
songwriter agreements and side artist agreements), and all documentation reasonably required by us
and/or Distributor to perfect our rights in and to the Master(s) as sole owner and copyright holder
thereof, to timely comply with applicable law, all union requirements (including appropriate credit
to all performers on the Master(s) identifying their performances) and our obligations to Distributor,
and (ii) the complete execution of this Agreement.

Legal Fee. Upon execution of this Agreement, Company shall pay to Boyarski Fritz LLP
(“Attorney”) a sum of One Thousand Dollars ($1,000.00) out of the Advance for the legal services
in connection with this Agreement (the “Legal Fee”). Company hereby acknowledges and agrees
that Company’s compliance to make the foregoing Legal Fee payment shall be an accommodation
only and Attorney shall not be deemed a third-party beneficiary to the Agreement. Such payment to
Attorney shall constitute payment to Company and Company shall not have any liability by reason
of such payment.

Royalty. Company shall pay or shall instruct and cause Distributor to pay to Lender a record royalty
at the rates specified in Schedule 1 for the Master(s) concerned (as applicable, the “Base Rate”),
applied to the PPD (as defined in the “Producer Royalty Provisions” attached as Schedule 2 and
made a part hereof, and pursuant to the irrevocable letter of direction annexed hereto and
incorporated by reference herein as Exhibit B), on top-line USNRC Net Sales of Records (as defined
in the Recording Agreement, the relevant provisions of which [including without limitation, royalty
calculation, accounting, audit and controlled composition provisions and all relevant definitions] are
attached hereto as Exhibit A [the “Recording Agreement Extracts”]) (“Producer’s Royalty”).
Producer’s Royalty shall be calculated, determined, adjusted reduced on the same basis (without
regard to sales based escalations or Artist’s overall recoupment status) as Distributor calculates,
determines, adjusts, reduces and pro-rates Artist’s royalties under the Recording Agreement as
amended or substituted with a reasonable cap on foreign royalty reductions and without a packaging
deduction or free goods, and payment of Producer’s Royalty shall be subject to the terms and
conditions as embodied in the Producer Royalty Provisions and the Recording Agreement Extracts,
as applicable.

8. CONTROLLED The parties acknowledge that the Composition(s) shall be owned and/or controlled in accordance
COMPOSITIONS: with the ownership interests set forth on Schedule 1. In the event that any composition(s) which are
wholly or partly written, owned or controlled by Lender, Producer, or Producer Personnel (hereafter
defined), are embodied in the Master(s), Lender and Producer hereby irrevocably license (and shall
use reasonable efforts to cause their and Producer Personnel’s respective publishing designee(s)
[each, a “Producer Publisher”] to license) their respective share(s) in and to the Composition(s) to
Company, Artist, Distributor, and each of their respective designees, licensees, and assignees
(sometimes referred to herein collectively as “Company’s Designees”), an irrevocable universe-
wide first-use mechanical license under copyright to reproduce and exploit their respective share(s)
in the Composition(s) as embodied on the Masters, at one hundred percent (100%) of the applicable
minimum statutory rate from time to time on a general basis for the use of musical works on
phonorecords; provided, however, that such license shall otherwise be subject to the same terms and
conditions contained in the so-called Controlled Composition clause contained in the Recording
Agreement Extracts, but specifically excluding any reductions in the statutory rate or as a result of
so-called mechanical “caps”. Further, Lender and/or Producer hereby license and/or shall cause their
Producer Publisher(s) (and to cause Producer Personnel) to license to Company’s Designees, a
nonexclusive, worldwide and perpetual synchronization and other necessary use license(s), free of
charge or royalty, solely for the purpose of reproducing Lender’s and/or Producer’s and/or Producer
Personnel’s share of any Composition in any promotional Video (as defined in the Recording
Agreement Extracts) and exhibiting, duplicating, manufacturing and distributing copies of such
Video only in connection with promotional purposes and only in the event that neither Artist nor any
other co-writer or publisher receives any compensation for said promotional use, provided that to the
extent Artist receives compensation with any such promotional uses, Producer shall be entitled to
Producer’s pro-rata share of such compensation. The foregoing is not intended to limit Lender’s,
Producer’s or any Producer Publisher’s right to receive directly its respective share of publishing

2
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

monies in connection with “monetized” promotional Videos (e.g., Videos exhibited on YouTube,
Vimeo or Vevo). For the avoidance of doubt, each applicable writer / publisher shall exclusively
administer his/her/its respective share of the applicable Composition(s). If the Master embodying the
Composition is embodied in an audiovisual work other than a non-commercial promotional video
program (e.g., a motion picture or a television show), Producer and Producer’s publishing designee,
as applicable, shall negotiate in good faith the terms and conditions of a license of Producer’s
respective share of the Composition directly with the applicable licensee.

9. OWNERSHIP OF All results and proceeds of the services of Lender, Producer, and/or any third party furnished or
MASTER(S) / GRANT OF engaged by Lender or Producer (hereinafter individually and collectively referred to as “Producer
RIGHTS: Personnel”), including the Master(s) (but excluding the Composition(s) to the extent of Lender’s
and/or Producer’s interest therein and thereto), shall be deemed “works-for-hire” for Company
within the meaning of the Copyright Act of 1976 (Title 17, U.S.C.), as amended, shall be subject to
the provisions of this Agreement, and Lender shall cause any such Producer Personnel to be bound
in writing by the terms hereof. If it is determined that the Master(s) do not so qualify, then the
Master(s), together with all rights therein (other than the Composition(s)), shall be automatically
assigned to Company and Company’s Designees by this Agreement. Upon signature of this
Agreement, Lender and Producer shall immediately transfer to Company all rights (including but not
limited to copyright) in and to the Master(s) (excluding the Composition(s)). Lender and Producer
further grant to Company and Company’s Designees the right, throughout the universe and in
perpetuity, to use Producer’s professional name, and Producer’s likeness and biographical material
solely in the packaging and metadata of Records embodying the Master(s) and in all promotion and
advertising therefor. We shall provide you for your approval any likeness, portrait or pictures of
Producer or biographical material about Producer which we propose to use in connection therewith.
We will not use any such material which you disapprove in writing (email shall be sufficient) within
five (5) business days following the date on which such materials are provided to you, provided you
furnish substitute material, satisfactory to us in our sole and reasonable discretion, in time for use
within Distributor’s production and release schedules. No inadvertent, non-repetitive failure to
comply with this paragraph will constitute a breach of this Agreement, and you will not be entitled
to injunctive relief to restrain the continuing use of any material used in contravention of this
paragraph, it being understood that Company will use reasonable efforts to correct any such failure
(where possible) on future runs after you notify Company or Distributor in writing of any such
failure. You shall have the right to submit photographs and likenesses of, and biographical material
concerning, Producer and your submission of the same shall constitute your approval thereof.
Company and Distributor shall have the exclusive right to exploit the Master(s) (excluding the
underlying composition) in all methods, manner and media, now known or hereafter developed,
throughout the universe and in perpetuity, or to refrain therefrom. Lender shall cause Producer to
waive any claims based on infringement of Producer’s “moral rights”, and understands that the
Master(s) may be changed, altered, remixed, or coupled with any other recording(s) or other material
in Company’s and Distributor’s sole discretion, subject to the terms and conditions of the Recording
Agreement. Lender and Producer shall have the right to request that Producer’s credit be removed
from the Master(s) if the Master(s) are materially altered in any way (other than for timing or
formatting purposes) by giving Company written notice thereof.

10. CREDIT: With respect to the Master(s), Company shall accord, or shall instruct and use reasonable commercial
efforts to cause Distributor to provide, credit to Producer as set forth on Schedule 1 in the liner notes
of any record containing the Master(s), including the packaging of the LP (if any) and any “single”
embodying the Master(s) on the “A-side”, on metadata in connection with electronic transmissions
and in all print ads placed or controlled by Company or Distributor of one-quarter (1/4) page or larger
featuring the Master(s). Company’s inadvertent, non-repetitive failure, or any failure by Distributor,
to provide such credit shall not be deemed to be a breach of this Agreement, provided that following
written notice from Lender, Company uses reasonable commercial efforts to cure or instruct
Distributor or other applicable third parties to prospectively cure any such credit failure. In no event
shall Lender or Producer be entitled to an injunction in connection with a breach of these credit
provisions.

3
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

11. SAMPLES: Lender and Producer will not “sample”, “interpolate”, or otherwise incorporate into (“Sample,”
“Sampling”) the Master(s) or Composition(s) (if applicable), or permit any Producer Personnel to
Sample, any copyrighted or otherwise proprietary material (“Proprietary Material”) belonging to
any person, other than such material owned and/or supplied to Lender or Producer by Company or
Artist for such purpose, unless approved by Company or Artist in writing. You shall advise us in
writing of any such Proprietary Material and shall provide us with all information necessary to obtain
appropriate permissions to use same, without restriction, on and in connection with the applicable
Master(s). We shall have no obligation to accept any master recordings containing Proprietary
Material embodied by Lender or Producer, and our or Distributor’s acceptance or use of same shall
not relieve you of any obligations hereunder nor deprive us of any rights hereunder.

Without limitation of Company’s other rights: (a) in connection with any Approved Sample (as
hereinafter defined), (i) any sums payable by or on behalf of Company or Company’s Designees in
connection with the clearance of Samples embodied by Lender or Producer that have been disclosed
to and approved by us in writing prior to commercial release of the applicable Master (“Approved
Sample”) shall be deemed additional recoupable Recording Costs and shall not reduce the
Advance/Fee hereunder, (ii) you and/or Producer shall be solely responsible for paying for an amount
equal to any and all other recurring obligations and similar costs therefor (e.g., royalties or any
contingency participation conveyed [whether expressed in royalty or penny-rate terms], etc.),
multiplied by the Fraction (hereinafter defined), provided that as between the parties hereto, Artist,
Company and/or Distributor, as applicable, shall be solely responsible for all other costs and
obligations in connection therewith, and (iii) any copyright ownership in the Composition that must
be conveyed to a third party with respect to such Approved Sample shall be borne pro-rata by all
writers; and (b) notwithstanding anything to the contrary contained herein, without limiting
Company’s rights or remedies, any sums payable (including, without limitation, record royalties) by
or on behalf of Company or Company’s Designees in connection with the clearance of Samples
embodied by Lender, Producer, and/or Producer Personnel that have not been disclosed to and
approved by us prior to commercial release of the applicable Master (“Undisclosed Sample”) shall
be paid by you or deductible from any and all sums and/or interest due or accorded to Lender and/or
Producer hereunder, and any copyright ownership in the Composition that must be conveyed to a
third party with respect to such Undisclosed Sample shall be borne entirely by Lender, Producer,
Producer Personnel and/or Producer Publisher, as applicable. For clarity, Producer shall not be
responsible for any Proprietary Material not embodied by Producer, including, without limitation,
any ownership or other interest or any recurring obligations, costs, and/or monies due, without
Producer’s prior consent (not to be unreasonably withheld or delayed).

12. REPRESENTATIONS / Lender (in behalf of itself and Producer), on the one hand, and Company, on the other hand, each
WARRANTIES: warrant and represent that (a) it has the right to enter into this Agreement, grant their respective rights
hereunder, and perform material terms and obligations hereunder; and (b) to the extent of their
respective contributions to the Master(s), there shall be no liens, encumbrances or other charges
against the Master(s) at the time of delivery, including, without limitation, any Undisclosed Samples.
Lender further represents and warrants that: (i) Producer shall not re-record, produce, arrange, mix
or remix for any person or entity other than Company, Artist, or Distributor a master recording
embodying the Composition(s) for at least three (3) years from the date of delivery, provided the
foregoing restriction shall be waived in the event the Master is not commercially released within
eighteen (18) months from the date of delivery; (ii) no selections, materials, ideas, or other properties
furnished solely by Lender or Producer or Producer Personnel and embodied or contained in the
Master(s) or the Composition(s) will violate or infringe upon any law or statutory right of any person
or entity; (iii) Lender has a valid and binding agreement with Producer that grants Lender the rights
to furnish Producer’s services and to grant the rights granted hereunder in accordance with the
provisions hereof; and (iv) Lender shall be solely responsible for and shall pay any withholding,
employment or other taxes required in connection with Producer’s services hereunder.

Company further represents and warrants that no selections, materials, ideas, or other properties
furnished by Company or Artist or anyone engaged or furnished by Company or Artist (other than

4
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

Lender, Producer, and/or Producer Personnel) and embodied or contained in the Master(s) or the
Composition(s) will violate or infringe upon any law or statutory right of any person or entity.

13. INDEMNITY / (a) Each party hereto agrees to indemnify the other party and the other party’s designees, licensees
GOVERNING LAW / and assigns (collectively, the “Indemnified Party”) from all damages, liabilities, costs, losses and
VENUE: expenses arising out of or connected with any third party claim, demand, or action arising out of a
breach of any of the warranties, representations, or covenants made by such indemnifying party in
this Agreement, to the extent reduced to a final adverse judgment in a court of competent jurisdiction
or settled with the indemnifying party’s prior written consent, such consent not to be unreasonably
withheld. Notwithstanding the foregoing, in the event of a claim alleging copyright or other
intellectual property infringement (including, without limitation, in respect of Undisclosed Samples),
Lender’s foregoing indemnity obligation shall be immediate. Further, each party hereby agrees to
indemnify the other party, and their respective designees, licensees, and assigns from all damages,
liabilities, costs, losses and expenses arising out of or connected with any third party claim, demand,
or action in connection with Proprietary Materials and/or Undisclosed Samples incorporated by
Producer. The indemnifying party will reimburse the Indemnified Party upon written demand for
any payment made by the Indemnified Party at any time in respect of any such third party claim,
liability, damage or expense to which the foregoing indemnity relates. The Indemnified Party shall
give the indemnifying party prompt written notice of any claim to which the foregoing indemnity
applies and the indemnifying party may participate in the defense of same with counsel of its
choosing at its sole cost and expense; provided that the Indemnified Party’s decision in connection
with the defense of any such claim shall be final.

(b) Pending the determination of any claim relating to Lender’s foregoing indemnity obligation,
unless Lender posts a bond in a form and amount acceptable to Company in Company’s reasonable
discretion (in an amount reasonably related to Lender’s and/or Producer’s potential liability),
Company shall have the right to withhold from any sums due Lender hereunder an amount equal to
Lender’s potential liability pursuant to this paragraph. If as of the date twelve (12) months following
the date such sums were initially withheld, no litigation on the claim has commenced or is imminent
and no settlement discussions are then taking place, then the sums so withheld shall be credited to
your account (subject to Company’s right to once again withhold if litigation subsequently is
instigated or becomes likely).

(c) If either party hereto institutes any action, suit or proceeding based upon any matter, claim or
controversy arising hereunder or relating hereto, such action shall be brought solely in the State
Courts of the State of California, County of Los Angeles, and shall be governed by California law
and the parties hereto (and Lender shall cause Producer to) submit to the jurisdiction and venue of
said court, provided that notwithstanding anything to the contrary in this paragraph, if Company or
Artist, or Lender or Producer, is sued or joined (e.g. by joinder or impleader) in any other court or
forum by a person, or entity other than Lender or Producer, or Company or Artist, respectively, in
respect of any matter that may give rise to a claim by or against Lender or Producer, or Company or
Artist, hereunder, Lender and Company consent (and shall cause Producer and Artist, as applicable,
to consent) to the jurisdiction of such court or forum over any such claim asserted against Lender or
Producer or Company or Artist.

(d) Regardless of the forum in which any action hereunder is pursued, and without limitation of the
right of either party hereunder to pursue other lawful methods of service of process, service of
process on the respective party in writing and which is either (a) by Express Mail, Federal Express
or other express delivery service (receipt requested), or (b) via registered or certified mail, return
receipt requested and received, at the respective address set forth above, shall be deemed for all
purposes personal service upon such party under the Code of Civil Procedure of the State of
California and the Federal Rules of Civil Procedure, respectively.

5
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

14. MISCELLANEOUS: (a) Nothing contained herein shall be deemed to obligate Company or Company’s Designees to
embody any of the Master(s) on any Record or any other medium recorded, exploited or released by
Company or Company’s Designees.

(b) No party will be deemed to be in breach of any of such party’s obligations hereunder unless and
until the other party will have given written notice setting forth the nature of such breach and the
breaching party will have failed to cure such breach within thirty (30) days after the effective date of
such notice (reduced to fifteen [15] days for failure to pay amounts due hereunder). In the event of
any breach of this Agreement by Company, Lender’s and Producer’s sole remedy shall be an action
at law for damages actually incurred, if any, and in no event shall Lender or Producer be entitled to
seek equitable or other injunctive relief. It is expressly agreed that Lender is acting as an independent
contractor and that nothing herein contained shall constitute a partnership, a joint venture, agency or
employment relationship between Lender and Company.

(c) Company shall have the right, at its election, to assign any of its rights hereunder, in whole or in
part, to any person or entity, provided Company shall remain secondarily liable. Lender shall not
have the right to assign any of Lender’s or Producer’s obligations or rights hereunder, absent the
express consent of Company, except for the one-time right to assign payment monies hereunder to
an affiliate, parent, subsidiary or any entity acquiring a substantial portion of assets.

(d) This Agreement supersedes all prior agreements between the parties pertaining to the subject
matter hereof, whether verbal or written, and any further modification(s) to this Agreement shall not
be binding unless in writing and signed by the parties hereto. This Agreement may be signed in any
number of counterparts, each such counterpart being deemed to be an original instrument, but all of
which shall constitute one document. Delivery of a signed counterpart of a signature page to this
Agreement by facsimile or other electronic means shall be deemed effective as delivery of a manually
executed original counterpart of this Agreement.

(e) All notices to be given by either party hereunder shall be in writing and shall be delivered by
United States certified mail, postage prepaid, return receipt requested, to the address of each party
as first set forth above until notice of a new address shall be duly given, except that royalty statements
and any payments due hereunder, shall be sent to you at such address by regular mail.

(f) The parties acknowledge that they have participated jointly in the negotiation and drafting of this
Agreement and, in the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed consistent with the joint drafting of this Agreement by the parties and
no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.

(g) LENDER ACKNOWLEDGES AND AGREES THAT IT HAS READ THIS AGREEMENT
AND HAS BEEN ADVISED BY COMPANY OF THE SIGNIFICANT IMPORTANCE OF
RETAINING AN INDEPENDENT ATTORNEY OF LENDER’S CHOICE TO REVIEW THIS
AGREEMENT ON BEHALF OF LENDER. LENDER HEREBY ACKNOWLEDGES AND
AGREES THAT IT HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED
BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF LENDER’S FAILURE TO OBTAIN
AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, LENDER HEREBY WARRANTS
AND REPRESENTS THAT IT WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR
WAIVER TO OBTAIN AN ATTORNEY AGAINST COMPANY, ARTIST OR DISTRIBUTOR,
OR ANY OF THEIR SUCCESSORS.

AGREED AND ACCEPTED: AGREED AND ACCEPTED:

KEHLANI MUSIC, LLC

By:_____________________________________ By:________________________________________

6
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

Michael Washington
Its:

Printed Name:

7
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

Schedule 1

List of Master(s) and Composition(s), Advance(s), Base Rate(s), Ownership of Composition(s), and Credit(s)

Masters / Base Advance Ownership of Compositions (with Credit

Compositions Rate(s) Publishing Designees)
“Any Given 2% $12,500 Kehlani Parrish - 10% “Produced by Pop Wansel
Sunday” Andrew Wansel – 25% and Mike Wavvs.”
Michael Washington – 15%
Jack Lomastro – 10%
Phabo – 25%
Matthew Dean Burdette – 15%

8
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

Schedule 2
Producer Royalty Provisions

1. Producer’s Royalty shall be paid retroactively from “record one” after Distributor recoups the recoupable
Recording Costs (excluding any in-pocket advances paid to Artist) incurred in connection with the Masters
from the “net artist royalties” (i.e. the gross “all-in” royalties payable to Artist in connection with all
exploitations of the Master(s) minus the royalty payable to Producer and all third-party producers, mixers,
and other third party royalty participants (other than Artist) rendering services with respect to the Master(s))
and further subject to Distributor’s recoupment of the Advance from Producer’s Royalty.

2. Producer’s Royalty for records that embody the Master(s) together with master recordings that are not the
Master(s) shall be pro-rated by a fraction, the numerator of which is the number of royalty-bearing Master(s)
embodied thereon and the denominator of which is the number of royalty-bearing (or fee-bearing) master
recordings (not including the Master(s)) embodied thereon.

3. Notwithstanding anything to the contrary contained herein, with respect to the release of any physical single
record embodying no more than two (2) master recordings (including, without limitation, twelve-inch
singles) (a “Single”), in the event the “A” side of any such Single shall embody a Master and the “B” side of
such Single shall embody master recordings other than said Master, we shall nevertheless pay Producer’s
Royalty in respect of such Single as if both sides had embodied such Master. In the event that the “B” side
of any such Single shall embody a Master and the “A” side of such Single shall embody a master recording
other than said Master, no royalty shall be payable to Producer in connection with such exploitation of such
Master on a “B” side, provided that such “A” side producer is entitled to similar “A” side protection.

4. On exploitations of a Master or Masters for which a percentage of net receipts, including without limitation
so-called “flat fee” income, or the like, is payable as an artist royalty pursuant to the Recording Agreement,
Producer's Royalty will be equal to that portion of net receipts on such exploitations that is payable as an
artist royalty pursuant to the Recording Agreement multiplied by a fraction, the numerator of which is the
Base Rate in respect of the Master(s) concerned and the denominator of which is the un-escalated "all-in"
base royalty rate pursuant to the Recording Agreement as amended or substituted (the “Fraction”). On
exploitations of audio-visual recordings embodying a Master or Masters, Producer's Royalty will be equal to
fifty percent (50%) of the otherwise applicable royalty. Notwithstanding anything to the contrary in this
Agreement, Producer's Royalty in connection with a Master or Masters embodied in “MTV-style” music
videos, or the like, will be payable prospectively after solely the recoupable production costs of the applicable
video have been recouped as set forth in the Recording Agreement.

5. In the event Company or Artist receives or is credited with any so-called “Direct Monies” directly from third-
parties other than Distributor (e.g., monies from SoundExchange) solely and directly attributable to the
Master(s), Company will pay, or shall instruct such third party to pay, Lender or Producer its pro-rata share
of such Direct Monies determined by multiplying such Direct Monies, received by Company, by the Fraction.
Company shall submit the irrevocable letter of direction in the form of Exhibit C attached hereto and
incorporated herein by this reference as signed by Artist instructing SoundExchange to account directly to
Lender or Producer its pro-rata share at the same time and subject to the same conditions pursuant to which
SoundExchange accounts to Artist. In the event Company and/or Artist contract with a featured artist for the
Master(s), Company and/or Artist shall obtain and submit a letter of direction in the form of Exhibit C in
favor of the Producer. In the event that SoundExchange does not directly account to Lender or Producer for
its share of Direct Monies, Company shall account for and pay Lender or Producer their share of
SoundExchange Direct Monies pursuant to the terms of the “Accounting” paragraphs below, without regard
to the recoupment status of Lender/Producer’s royalty account hereunder.

6. Producer’s Royalty shall not be reduced by amounts payable to any third parties, including without limitation
third-party producers or mixers, who perform additional services with respect to the Master(s).

7. As used herein, “PPD” shall mean the so-called “royalty base price” set forth in the Recording Agreement

9
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

(or, if there is no “royalty base price” set forth in the Recording Agreement, it shall mean the so-called
“wholesale price”).

8. For avoidance of doubt, these provisions, and the Recording Agreement Extracts, shall continue to govern
the terms and conditions of Producer’s Royalty in the event the Master(s) are no longer distributed by
Distributor.

Accounting:

1. Company shall instruct and use reasonable efforts to cause Distributor to pay to Lender royalties, fees and/or
advances directly via an irrevocable letter of direction in substantially the form attached hereto as Exhibit B
(or such form as required by Distributor). In the event that Distributor refuses or fails to pay royalties, fees,
or advances directly to Lender, and following Lender’s written notice to Company of such failure, or in the
event that the Master is no longer distributed by Distributor, Company shall send Lender statements regarding
royalties, fees, advances, and any other monies payable to Lender within thirty (30) days of Company’s
receipt thereof together with any payments due to Lender thereunder. Company shall have the right to deduct
from any amounts payable to Lender hereunder solely such portion thereof as may be required to be deducted
under the provisions of any applicable statute, regulation, treaty or other law, or under any applicable union
or guild agreement, and Lender and Producer shall promptly execute and deliver to Company such forms and
other documents as may be reasonably required by Company in connection therewith.

2. Lender and Producer understand and agree that Company will be relying on statements provided to Company
by Distributor. Accordingly, Lender shall be deemed to have consented to all royalty statements and all other
accountings rendered by Company hereunder and each such royalty statement or other accounting shall be
conclusive, final, and binding, shall constitute an account stated, and shall not be subject to any objection for
any reason whatsoever unless specific objection in writing, stating the basis thereof, is given by Lender to
Company by the date that is three (3) months prior to the date Company has to inspect the books of Distributor
(the “Audit Period”). At any time within the Audit Period, Lender may, on reasonable notice to Company,
appoint a certified public accountant or attorney to audit, at Lender’s own expense, our books and records
solely as they relate to the sale and other exploitation of the Master(s) (and related expenditures) solely for
the purpose of verifying the royalties or credits due to Lender under this Agreement. Lender shall furnish
Company with a copy of the audit report within thirty (30) days after the completion of the applicable audit.
No accounting statement shall be subject to audit more than once and no more than one (1) audit shall be
conducted in any calendar year. No action, suit, or proceeding of any nature in respect of any royalty
statement or other accounting rendered hereunder may be maintained against Company unless such action,
suit, or proceeding is commenced against Company in a court of competent jurisdiction by the date that is
three (3) months prior to the date Company has to commence action against Distributor. Lender and Producer
shall not have the right to audit the books and records of Distributor. Company shall credit Lender’s account
with Lender’s pro rata share of any monies recovered by Company with respect to the Master(s) pursuant to
any audit Company may elect to conduct of Distributor or claim against Distributor in connection with the
Masters, or any recoveries or settlements with Distributor or any third party, after deduction “off-the-top” of
any actual, documented out-of-pocket, third party, reasonable costs actually incurred directly as a result of
such audit, claim or settlement (solely to the extent such costs have not been reimbursed by Distributor or
such other third party). At Lender’s written request Company shall promptly provide Lender with relevant
portions of the audit report submitted to Distributor.

10
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

EXHIBIT A
Recording Agreement Extracts

11
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

EXHIBIT B

LETTER OF DIRECTION

Kehlani Music, LLC

c/o Rothenberg Mohr & Binder, LLP
9595 Wilshire Boulevard, Suite 201
Beverly Hills, California 90212
Attn: Jeremy G. Mohr, Esq.

Dated as of: May 10, 2021

Atlantic Recording Corporation
1633 Broadway
New York, NY 10019

Re: Producer Agreement

To Whom It May Concern:

1. We have engaged Michael Washington p/k/a Mike Wavvs (“Lender” or “Producer”) to furnish the
non-exclusive services of Producer as an independent contractor to produce the master recording embodying the
composition entitled “Any Given Sunday” to be recorded by Kehlani Parrish (“Artist”) and us and delivered to you
for possible embodiment on the next release to be delivered to you pursuant to the agreement between you and us f/s/o
Artist, dated as of December 18, 2014.

2. We hereby request and irrevocably authorize you, solely as an accommodation to us, to account for
and pay advances, fees, and royalties to Lender on our behalf, and to credit Producer, pursuant to the applicable terms
and conditions of the producer agreement attached hereto.

3. Your compliance with this authorization will constitute an accommodation to us alone, and nothing
herein shall constitute Lender or Producer as a beneficiary of or a party to this instrument or any other agreement
between you and us. All payments hereunder will constitute payment to us and you will have no liability by reason
of any erroneous payment you may make or failure to comply with this authorization. We will indemnify and hold
you harmless against any claims asserted against you and any damages, losses or expenses incurred by you by reason
of any such payment or otherwise in connection herewith.

Very truly yours,

KEHLANI MUSIC, LLC

By:
An Authorized Signatory

12
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

EXHIBIT C

SoundExchange, Inc.
Letter of Direction
Solely as a service and accommodation to those featured artists entitled to royalties under 17 U.S.C. § 114(g)(2)(D)
who specifically authorize SoundExchange to collect and distribute royalties on their behalf, SoundExchange
permits such featured artists to designate that a percentage of the royalties due them from SoundExchange relating to
certain sound recordings be remitted to creative personnel (i.e., producers, mixers, or engineers) credited or
recognized publicly for the commercially released sound recording on which the featured artist performs.

Please note that a performer need not execute this Letter of Direction in order to be paid
statutory royalties by SoundExchange.
To make such a designation, the performer submitting this Letter of Direction
(“LOD”) must be registered with SoundExchange.
Sections with asterisks are required.
*Name of Solo Artist(s) or Group on recording(s): Kehlani

*Legal Name of Performer(s) for this LOD: Kehlani Parrish

*Name of Producer, Mixer or Engineer (“Payee”) – Only Include One Payment Name: Michael Washington p/k/a
Mike Wavvs

* Required if paying to a company: ☐ I certify that company listed above is owned solely by the
producer, mixer, or engineer involved in the creative process for the recordings listed in the
attached LOD Repertoire Chart

Payee ID (If known):

*Payee Address – include c/o’s here:

Payee Telephone Number:

*Payee E-Mail:

*An LOD Repertoire Chart is required to complete the LOD. Please submit a complete LOD
Repertoire Chart along with all the pages in this Letter of Direction.

*Effective Date: (choose one)

☐ Check here if this LOD applies to payments as of _ [date]

☑Check here if this LOD applies retroactively for all tracks listed on the LOD Repertoire Chart.
☐ Check here if the Effective Payment Date varies by track. Enter the Effective Dates on the LOD Repertoire Chart.

Please note that retroactive application of an LOD is limited to available SoundExchange

royalties for the tracks listed on the LOD Repertoire Chart.

*Payment Percentage (“Percentage”): check applicable box

☐ % of Performer royalties are applicable to all tracks listed on the LOD Repertoire Chart.
☑ Percentage varies by each track covered by this LOD. Enter percentages on the LOD Repertoire Chart.

13
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

TERMS AND CONDITIONS

By signing this Letter of Direction and submitting it to SoundExchange, Performer agrees as
follows:

1. Performer represents and warrants that Performer is the featured recording artist who performed on the
sound recording(s) identified on the “LOD Repertoire Chart” attached hereto as Schedule 1 (the
“Recordings”).

2. Performer represents and warrants that Payee is an individual credited or recognized publicly for the
commercially released sound recording identified on the LOD Repertoire Chart (i.e., a producer, mixer,
or engineer).

3. Performer requests and authorizes SoundExchange to pay to and in the name of Payee an amount equal
to Percentage of the royalties otherwise payable by SoundExchange to Performer in respect of the
Recordings, thereby reducing the payments from SoundExchange to Performer. If a previous “Royalty
Distribution Information for Featured Artist” or other letter of direction has been provided to
SoundExchange that conflicts with this Letter of Direction, then any and all previous letters of direction
or similar documents conflicting herewith are hereby revoked.

4. All monies becoming payable under this Letter of Direction shall be remitted to Payee at the address
identified above or as Payee otherwise directs SoundExchange in writing. If SoundExchange requires
additional information (e.g., Payee tax information) to remit payments under this Letter of Direction,
then Performer and Payee shall be responsible for providing SoundExchange with such information
promptly. To the extent SoundExchange is not provided with sufficient or correct information to remit
payment to Payee, or checks mailed to Payee’s last known address are returned, SoundExchange may
hold the monies pending receipt of such information or pay the royalties to Performer.

5. SoundExchange will honor a written revocation by Performer of the designation made by this Letter of
Direction. In the event of such a revocation, SoundExchange may, but need not, mail notice of the
revocation to the last known address of Payee. The foregoing is without prejudice to any other contractual
arrangements between Performer and Payee requiring payment of the Percentage by Performer.
SoundExchange has no responsibility for Performer’s performance or nonperformance of any such
obligation.

6. SoundExchange may discontinue making payments under this Letter of Direction at any time,
including if checks mailed to Payee’s last known address are returned, Performer ceases to be a
registrant of SoundExchange, or SoundExchange modifies its policies concerning letters of direction. If it
does so, then SoundExchange may, but need not, mail notice thereof to the last known address of
Performer and Payee, and monies that otherwise would have been payable under this Letter of Direction
will be paid to Performer.

7. Performer acknowledges that SoundExchange is providing payments to Payee solely as an

accommodation to Performer but that all royalties distributed by SoundExchange to Payee are taxable to
Payee. Payee shall be solely responsible for providing SoundExchange with tax paperwork required by
any governmental agency, including the Internal Revenue Service, to avoid tax withholding.

14
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

8. SoundExchange may rely conclusively, and shall have no liability when acting, upon any written
notice, instruction, other document or signature that is reasonably believed by SoundExchange to be
genuine and to be authorized by Performer. SoundExchange shall not be responsible for failure to act as a
result of causes beyond the reasonable control of SoundExchange. SoundExchange shall not be liable to
Performer, Payee or to any third party for, and Performer agrees to defend (with counsel satisfactory to
SoundExchange), indemnify and hold harmless SoundExchange from, any damages or loss (including
reasonable attorney’s fees) in any way related to this Letter of Direction, unless such loss is caused by
SoundExchange’s gross negligence or willful misconduct. The provisions of this Paragraph 8 shall
survive the revocation or other termination of this Letter of Direction.

9. In order to maintain flexibility in administering this Letter of Direction, SoundExchange may modify
these Terms and Conditions from time to time, in its sole discretion. Such changes shall be effective
immediately and Performer shall be deemed to have notice of such changes when they are made
available on the SoundExchange website. Notwithstanding the foregoing, if Performer does not wish to
accept any changes, Performer must provide SoundExchange written notice within thirty (30) days of
notice of any changes to this Letter of Direction.

10. This Letter of Direction shall be governed by and construed in accordance with
the substantive laws of the District of Columbia. Any dispute relating to or arising from this
Letter of Direction shall be subject to the exclusive jurisdiction of courts sitting in the District of
Columbia.

ACKNOWLEDGED AND ACCEPTED BY:

(The signature of each Performer or Authorized Signatory for each Performer is required.)

Performer Signature:

*Performer Printed Legal Name: Kehlani Parrish

OR, SoundExchange Authorized LOD Signatory:

SoundExchange Authorized LOD Signatory Printed Name:

Date of Signature:

Return the original of this form to:

SoundExchange, Inc.
733 10th Street NW, 10th Floor
Washington, DC 20001
You may also scan and email the completed forms to accounts@soundexchange.com Or
fax to: 202.640.5859
If you have questions, please call 1-800-961-2091 or email accounts@soundexchange.com

15
DocuSign Envelope ID: FFEFDE86-E04B-46F4-B97C-ABD77BC2FBA0

Schedule 1: Repertoire Chart for Featured Artist Letter of Direction

* Name of Solo Artist or Group on Recording(s): Kehlani

* LOD Recipient Name: Michael Washington

* indicates a Required Field. Other fields are optional, but assist in identifying reported performances.

* Sound * Percentage Share of Effective Dale ol the Track Version Sound Album Label Release Date Other artists
Recording artist royalties, for this LOD for this track (e.g., studio, re- Recording or on this track
Track Name(s) track, to be assigned to (required if tracks mix version, etc) Track ISRC Release (if
the LOD recipient (as a have different Name applicable)
% only, do not use effective dates)
"points" or fractions)
Track Any Given 12% Atlantic
1 Sunday

16