which are the most important 5 areas to negotiate as counsel to Mark Bandmember, assuming that the agreement was prepared and proffered by Dennis Bandleader.

BANDMEMBER AGREEMENT

This Bandmember Agreement (this "Agreement") is made as of June 1, 2023 (the "Effective Date") by and between Dennis Bandleader, an individual whose address is [] ("Bandleader"), and Mark Bandmember, an individual whose address is c/o [Bandmember's Attorney] ("Bandmember"), concerning the musical group by the name Awesome Band ("Awesome Band"). Anticipated Partnership Agreement. Bandleader and Bandmember intend to enter into a written partnership agreement regarding Awesome Band if Awesome Band becomes a viable entity. Notwithstanding the foregoing, if Bandleader and Bandmember (and, potentially, others) enter into such partnership agreement, that partnership will vest control of, and ownership interests in, Awesome Band, though with more formality, in essentially the same manner as set forth in this Agreement. Unless and until such written partnership agreement is executed, however, as between Bandleader and Bandmember, this Agreement will govern their relationship regarding Awesome Band. Activities. Description. During the Term, Bandleader and Bandmember will each perform as musicians and performers in the creation, production, exploitation, performance and exhibition of, without limitation, phonograph records, television programs, motion pictures, theatrical productions, live personal appearances, concerts, tours, radio programs and other related artistic or creative aspects of the entertainment industry related to the entertainment industry business of Awesome Band.

Exclusivity. During the Term, Bandleader and Bandmember will each perform as specified in Section2.1, at such places throughout the world, and at such times and in such a manner, as specified from time to time by Bandleader, in his reasonable discretion. Bandleader and Bandmember each will render such services solely and exclusively for Awesome Band, and not for any Third Party without the prior written consent of one another.

Exception To Exclusivity. Notwithstanding Section2.2, Bandleader and Bandmember will each have the right to perform as a so-called "sideman" for the purpose of making master recordings which do not embody performances of either Bandleader or Bandmember as a featured artist; provided, however, that: (i)such activity does not interrupt, delay or interfere with performance by Bandleader or Bandmember, respectively, of the obligations set forth in this Agreement, or any other written agreement or other obligation to which Bandleader and/or Bandmember may be a party; and (ii)Bandleader or Bandmember, respectively, consult with one another prior to obligating themselves to render, or actually rendering, any such services. Compensation. Bandmember Share Payable During The Term. In consideration of the covenants, representations and warranties set forth in this Agreement, during the Term, Bandmember will

receive the Bandmember Share, as determined from time to time in accordance with this Section 3.1.

From the Effective Date through the date of any change in the Bandmember Share pursuant to this Section 3.1, the Bandmember Share will be fifty percent (50%) of Awesome Band Net Profits.

Post Termination Bandmember Share. In consideration of the covenants, representations and warranties set forth in this Agreement, following expiration or termination of this Agreement, for any reason whatsoever, Bandmember will receive the Post Termination Bandmember Share.

Advances. Notwithstanding the provisions of Sections 3.1 and 3.2, upon receipt by Bandleader from a Third Party during the Term of any so-called "advance" payable regarding Awesome Band under any written agreement with such Third Party (e.g., the Recording Agreement, a merchandising agreement, a publishing agreement, etc.) Bandleader will pay to Bandmember a percentage of such advance equal to the Bandmember Share as of the date upon which such advance is paid, which sum will be an advance to Bandmember, recoupable from any and all monies payable to Bandmember under this Agreement.

Payments Conditioned Upon Performance. Except to the extent otherwise stated in this Agreement, any and all payments to Bandmember pursuant to this Agreement are expressly conditioned on full performance by Bandmember of all of the material covenants, representations and warranties under this Agreement. Notwithstanding the foregoing, Bandleader acknowledges and agrees that Bandmember has already fully performed with respect to masters to be delivered under the Recording Agreement.

No Other Rights. Bandmember will not be entitled to any royalties, sums or payments of any nature in respect of the services rendered under this Agreement, or the rights granted in this Agreement, except as expressly and unambiguously provided for in this Agreement.

Deduction For Withholding. Bandleader will have the right to deduct and withhold from any sum payable to Bandmember under this Agreement the amounts required to be deducted and withheld by Bandleader under the provisions of any statute, regulation, ordinance or order, whether now or hereafter in effect, requiring the deduction or withholding of compensation. Payment And Statements. Direct Payments. It is anticipated that Bandmember will be a signatory to certain written agreements executed regarding Awesome Band during the term of this Agreement (e.g., the Recording Agreement), and that, consequently, Bandmember will be directly obligated under those written agreements, and have the right to receive certain payments to which he is entitled pursuant to this Agreement directly from the Third Parties executing those written agreements.

Reconciliation.

Accountants retained by Bandleader will, from time to time, prepare a reconciliation of sums due to Bandmember under this Agreement, with sums actually received by Bandmember, including under those certain written agreements executed by Bandleader, and Bandmember, during the term of this Agreement. In connection with each such reconciliation, Bandleader will send to Bandmember a written statement showing the results of such reconciliation.

If any reconciliation prepared and provided to Bandmember pursuant to Section 4.2.1 evidences that Bandmember is owed monies under this Agreement in addition to those monies received by Bandmember under those certain written agreements executed with Third Parties during the term of this Agreement, Bandleader will pay to Bandmember, concurrently with the statement provided to Bandmember in connection with such reconciliation, the total sum due Bandmember pursuant to such reconciliation and statement, along with interest on such sum at the rate of fifteen percent (15%) per annum from the date upon which that sum should have been paid to Bandmember.

Involvement Of Third Parties. Bandmember understands and agrees that, in rendering statements to Bandmember under this Agreement, Bandleader may be relying on statements or other documentation provided to Bandleader by Third Parties under the written agreements referenced in Section 4.1. Accordingly, notwithstanding anything to the contrary contained in this Agreement, the statements which Bandleader renders to Bandmember pursuant to this Agreement will be deemed accurate (as between Bandleader and Bandmember only), and Bandmember will have no right to object thereto, if such statements are accurate based on the information provided to Bandleader by such Third Parties. Notwithstanding Section4.1, if Bandleader enters into any written agreement as to which Bandmember is entitled to payment under this Agreement, but which Bandmember does not himself sign, Bandleader will reasonably endeavor to cause the Third Party (or Third Parties) at issue to account to Bandmember directly in respect of monies payable to Bandmember under this Agreement; provided, however, that any failure of Bandleader in this regard will not constitute a breach of this Agreement.

Limited Audit Right. Except as may be provided under any written agreement with a Third Party (e.g., the Recording Agreement, a merchandising agreement, a publishing agreement, etc.), Bandmember will not have any right to, and will not, audit or attempt to audit the books or records of any Third Party.

Notwithstanding Section 4.4.1, Bandmember will have the right, at his sole cost and expense, to have a qualified representative with entertainment industry experience examine royalty and other statements sent to Bandleader by any Third Party, but solely: (i) with respect to monies payable in part to Bandmember pursuant to this Agreement; and (ii) during normal business hours, upon reasonable written notice to Bandleader within twenty four (24) months after the date rendered. Bandleader will have no obligation to permit Bandmember to examine any such particular royalty or other statement more than once.

The rights granted to Bandmember in this Section4.4 will constitute the sole and exclusive right available to Bandmember to examine the books and records of Bandleader and/or Third Parties.

Limitation On Right To Object. Each statement or other reconciliation or accounting which Bandleader renders to Bandmember pursuant to this Agreement will be deemed rendered when due, unless Bandmember provides Bandleader with written notice to the contrary within twenty four (24) months after the date due as specified in this Agreement. Unless Bandmember provides Bandleader with express and unambiguous written notice of objection to any statement or other written reconciliation or accounting within twenty four (24) months after the date upon which such statement was rendered, such statement or other reconciliation or accounting will be: (i)not subject to any objection whatsoever; (ii)deemed to have been consented to by Bandmember; (iii)conclusive, final and binding; and (iv)an account stated. Bandmember will have no right to, and will not, maintain or attempt to maintain any action, suit or proceeding of any nature in respect of any statement or other reconciliation or accounting which Bandleader renders to Bandmember under this Agreement, unless such action, suit or proceeding is commenced against Bandleader in a court of competent jurisdiction within twelve (12) months after receipt by Bandleader of the written objection referenced in the preceding sentence. Business and Artistic Control. Voting System of Control. The artistic and business decisions of Awesome Band will be governed by a majority vote of the members thereof, based upon a number of "votes" out of one hundred (100) total "votes" relative to such artistic and business decisions, as set forth in this Section 5.

Initial Voting Power. As of the Effective Date, and through the date, if any, upon which the Bandmember Share is reduced below forty-nine percent (49%), Bandleader will have fifty one (51) "votes", and Bandmember will have forty nine (49) "votes," out of one hundred (100) "votes" as to artistic and business decisions of Awesome Band.

Changes in Voting Power. Bandleader will have the right to reduce the number of "votes" which Bandmember has regarding the artistic and business decisions of Awesome Band, effective upon written notice to Bandmember, provided, however, that: (i) Bandleader will only so reduce such number of "votes" for the purposes of granting to another Awesome Band band member those votes, in number which will not be greater than a concurrently granted percentage financial interest to such band member of Awesome Band Net Profits, as opposed to, for example, shifting additional "votes" to Bandleader (or any Third Party), or shifting a disproportionate number of "votes" to a new band member; and (ii) in no event will the number of "votes" which Bandmember has be reduced to less than twenty (20). Notwithstanding the foregoing, subsequent to the Term, Bandmember will no longer have any "votes" relative to either business or artistic decisions of Awesome Band.

Compliance With Direction. Notwithstanding the remainder of this Section 5, during the Term, Bandleader and Bandmember will each promptly and faithfully comply with all reasonable instructions, directions, requests, rules and regulations made or issued by Bandleader

in connection with this Agreement, and will perform under this Agreement conscientiously and to the best of their respective abilities at all times, as instructed by Bandleader in all matters. Grant Of Rights. Acknowledgment Of Works Made For Hire. Bandleader and Bandmember will agree on a Composition by Composition basis as to ownership, as between themselves, of Compositions; provided, however, that in the event of a failure to agree, each of Bandleader and Bandmember will own an undivided fifty percent (50%) interest in such Compositions as to which there is a failure to agree. Except with respect to Compositions, and as may be otherwise expressly and unambiguously set forth in this Agreement, the results and proceeds of all services performed by Bandmember under this Agreement, including all master recordings recorded or produced by Awesome Band, and all performances (visual and non-visual) rendered by Awesome Band in any and all media, from the inception of the recording or performance thereof, and all copyrights therein and thereto, will be entirely the property of Bandleader, free of any claims whatsoever by Bandmember or any Third Party. Accordingly, Bandleader or his designee will have the sole and exclusive right to copyright such master recordings, performances and reproductions in his name, as the owner and author thereof, and to secure any and all renewals and extensions of such copyrights (it being understood that for all such purposes Bandmember and all Third Parties rendering services in connection with any such recordings, performances or reproductions will, for purposes of the United States Copyright Act, be employees for hire of Bandleader).

Assignment Of Works Deemed Not Made For Hire. This Agreement will operate as an irrevocable grant, transfer, sale and assignment to Bandleader of all of right, title and interest, including all undivided copyrights (and all renewals and extensions thereof) and other proprietary rights, throughout the universe in all languages and in all media and forms of expression and communication now known or later developed, if: (i)any portion of any work described in Section6.1 is not a work made for hire; and/or (ii)there are any rights in or to any portion of any work described in Section6.1 which do not accrue to Bandleader under Section6.1. The provisions of this Section6.2 will be effective as to each such work as of the moment such item is fixed in a tangible medium, whether or not such item is complete. Accordingly, Bandleader will own all works in progress. Bandmember will, upon request, execute and deliver to Bandleader all assignments of copyright in and to such works as Bandleader deems reasonably necessary, and Bandmember hereby irrevocably appoints Bandleader as attorney-in-fact for the purpose of executing such assignments in the name of Bandmember if Bandmember does not execute any such assignments within a reasonable time after request by Bandleader therefor.

Right To Exploit. Except as required by the Recording Agreement, Bandleader will have the worldwide right, in perpetuity and on such terms and conditions as Bandleader approves, in his sole discretion, to manufacture, sell, distribute, advertise, release, lease, license, publicly perform or permit the public performance of via radio, television or any other method now existing or hereafter devised, convey or otherwise use or dispose of phonograph records, videos, motion pictures, other productions (visual and non-visual), under any trademarks, trade names or labels, embodying the performances of Bandleader and/or Bandmember under this

Agreement, including the right to permit any Third Party to do any or all of the foregoing, and to refrain from doing any or all of the foregoing.

Right In Likeness Of Bandmember. Bandleader will have the worldwide right, in perpetuity and on such terms and conditions as Bandleader approves, in his sole discretion, to use and display the name, voice and approved likeness of Bandmember, as well as other identification and biographical material concerning Bandmember, for advertising, commercial, trade or publicity purposes, without restriction in connection with the services performed by Bandmember under this Agreement and in connection with products, services and merchandise licensed or otherwise exploited relative to Awesome Band. The rights granted pursuant to this Section 6.4 will be exclusive during the Term and non-exclusive after the Term. Bandmember will have the right to approve likenesses, in his reasonable discretion; provided, however, that Bandmember will be deemed to have approved: (i)all such likenesses if Bandmember fails to provide Bandleader with written notice, including specific objections, within three (3) business days after such likenesses are submitted to Bandmember for inspection; and (ii)all likenesses submitted by Bandmember to Bandleader.

Right In The Name "Awesome Band". As between Bandleader and Bandmember, Bandleader will be the sole and exclusive owner of all right, title and interest in and to the name "Awesome Band" and to any other any professional or group name utilized by the group currently known as "Awesome Band" at any time. Bandmember will not at any time challenge the rights of Bandleader in and to the name "Awesome Band," or any such other name. Warranties. Ability To Perform. Bandleader and Bandmember each hereby covenant, represent and warrant that they are not, and, during the Term, will not be, under any disability, restriction or prohibition, whether contractual or otherwise, with respect to their respective rights to: (i)execute this Agreement; (ii)grant the rights granted under this Agreement; (iii)perform each and every term and provision of this Agreement; and (iv)record each and every Composition to be recorded under this Agreement.

No Use Of Awesome Band Works. Bandleader and Bandmember each hereby covenant, represent and warrant that, after termination of this Agreement for any reason whatsoever, each of them will not, without the written consent of the other, perform for any Third Party for the purpose of making phonograph records or master recordings of any Composition recorded under this Agreement, until the later of: (i)the Restriction Date; (ii) five(5) years subsequent to the date upon which such Composition was last recorded under this Agreement; or (iii)two(2) years subsequent to the expiration or termination of the Term. No Bandleader Interest In Record Label. Bandleader hereby covenants, represents

and warrants that Bandleader has no ownership interest in Record Label. Term, Termination And Suspension. Term. The Term will commence as of the date first set forth above, and will

continue until lawfully terminated pursuant to this Agreement.

Mutual Right Of Termination For Cause. Either party will have the right to terminate this Agreement, immediately upon written notice to the other party to this Agreement, if such other party to this Agreement materially fails to perform any of its material obligations under this Agreement and such failure continues unremedied for a period of sixty (60) days after written notice of such failure from the party to this Agreement alleging such failure.

Bandleader Unilateral Right Of Termination For Cause. Bandleader will have the

right to terminate this Agreement, effective upon fifteen (15) days' written notice to Bandmember, if: (i)Bandmember refuses, neglects, is unable or otherwise fails to comply with any of his material obligations under this Agreement, and does not cure such refusal, neglect or inability within the fifteen (15) day notice period; (ii)Bandmember refuses to follow the reasonable directions of Bandleader in all material matters, including matters of artistic taste, relative to Awesome Band, and does not cure such refusal within the fifteen (15) day notice period; or (iii)any suspension of this Agreement pursuant to Section 8.4 lasts more than sixty (60) days.

Bandleader Unilateral Right Of Suspension. Bandleader will have the right, at its election, to suspend the running of the Term, and the obligation of Bandleader under this Agreement, effective immediately upon written notice to Bandmember, if: (i)Bandmember becomes unable, by reason of physical, mental or emotional illness, facial or physical disfigurement, accident or other incapacity, to substantially perform for a period of ninety (90) or more consecutive days; (ii)Bandmember refuses, neglects or is unable to comply with any of his material obligations under this Agreement; (iii)the normal operations of Awesome Band becomes impossible or commercially impractical; or (iv) any situation arises pursuant to which Bandleader would have the right to terminate this Agreement pursuant to Section 8.2. Such suspension will be for the duration of any such event or contingency and, unless Bandleader notifies Bandmember to the contrary in writing, the time periods in this Agreement for the performance of any obligations under this Agreement will be automatically extended by such number of days as equal the total number of days of any such suspension.

During any suspension of this Agreement, Bandmember will not render

services as an entertainer in any capacity to any Third Party.

The lawful suspension of this Agreement for any reason will entitle Bandleader to suspend, for an equal amount of time as the suspension, his obligations under this Agreement.

No Damages Or Indemnification For Lawful Termination Or Suspension. There will be no liability in favor of Bandmember, on account of the lawful termination or suspension of this Agreement, for: (i)damages of any kind, including incidental or consequential damages, or for indemnification, even if informed of the possibility of such damages; (ii)compensation, reimbursement or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or other commitments relating to the business or goodwill of Bandleader, Bandmember or Awesome Band, notwithstanding any law to the contrary.

Survival Of Terms Upon Termination. The rights and obligations set forth in Sections 3.2, 3.5, 3.6, 3.7, 4, 6, 7, 8.5, 8.6 and 9 through 11 will survive any termination of this Agreement for any reason whatsoever. Indemnification. Each party to this Agreement (an "Indemnitor") will indemnify and hold harmless the other party to this Agreement (an "Indemnitee") from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys' fees) arising out of or connected with any claim, demand or action by a Third Party based upon allegations which, if true, would constitute a breach of any covenant, representation or warranty in this Agreement of the Indemnitor; provided, however, that any such claim, demand or action is reduced to a final judgment or settled with the consent of the Indemnitor, which consent will not be unreasonably withheld. The Indemnitor will reimburse the Indemnitee, on demand, for any payment made by the Indemnitee at any time with respect to any such damage, liability, cost, loss or expense to which the foregoing indemnity applies. The Indemnitee will provide the Indemnitor with written notice of any such claim, demand or action promptly after the Indemnitee learns thereof, and the Indemnitor will have the right, at the Indemnitor's expense, to participate in the defense thereof with counsel of the Indemnitor's choice, provided that the Indemnitee will have the right at all times, in the Indemnitee's discretion, to retain and resume the control of the conduct thereof. Pending the determination of any such claim, demand or action regarding any warranty made by Bandmember, Bandleader will have the right, at its election, to withhold payment of any monies otherwise payable to Bandmember under this Agreement in an amount reasonably related to such claim, demand or action; provided, however, that Bandleader will not withhold any such monies for a period in excess of one (1) year if no claim is filed in a court of competent jurisdiction prior to the expiration of said one (1) year period. Definitions. Agreement. The term "Agreement" will have the meaning ascribed to it in the

first Paragraph.

Composition. The term "Composition" will mean a musical composition recorded

by Awesome Band.

Awesome Band. The term "Awesome Band" will have the meaning ascribed to it

in the first paragraph.

Awesome Band Net Profits. The term "Awesome Band Net Profits" will mean the aggregate net profits earned by Awesome Band in connection with their involvement in the entertainment industry during the term of this Agreement, as said aggregate net profits will be customarily calculated by accountants engaged by Bandleader.

Awesome Band Post Termination Net Profits. The term "Awesome Band Post Termination Net Profits" will mean the aggregate net profits earned by Awesome Band in connection with their involvement in the entertainment industry during the term of this Agreement, as said aggregate net profits will be customarily calculated by accountants engaged by Bandleader, less all income earned by Awesome Band: (i) in connection with Tours or other

personal appearances; (ii) royalties earned under a recording agreement by Awesome Band (including the Recording Agreement) in respect of activities in connection with records either released after the date upon which termination of this Agreement is effective or on which Bandmember does not perform.

Bandleader. The term "Bandleader" will have the meaning ascribed to it in the

first Paragraph.

Effective Date. The term "Effective Date" will have the meaning ascribed to it in

the first Paragraph.

including. The term "including" will mean "including, but not limited to," it being the intention of the parties to this Agreement that any listing following thereafter is illustrative, and not exhaustive.

Indemnitee. The term "Indemnitee" will have the meaning ascribed to it in

Section 9.

Indemnitor. The term "Indemnitor" will have the meaning ascribed to it in Section

9.

Bandmember. The term "Bandmember" will have the meaning ascribed to it in

the first Paragraph.

Bandmember Share. The term "Bandmember Share" will mean the portion of

Awesome Band Net Profits Payable to Bandmember pursuant to Section 3.1.

Post Termination Bandmember Share. The term "Post Termination Bandmember Share" will mean record royalties payable to Bandmember for Awesome Band records on which he performed, in the same percentage for each of such records as was the Bandmember Share as of the date upon which such termination becomes effective, for so long as such record royalties shall be paid, plus: (i) during the first year subsequent to termination or expiration of this Agreement, twenty percent (20%) of Awesome Band Post Termination Net Profits; (ii) during the second year subsequent to termination or expiration of this Agreement, fourteen percent (14%) of Awesome Band Post Termination Net Profits; (iii) during the third year subsequent to termination or expiration of this Agreement, seven percent (7%) of Awesome Band Post Termination Net Profits; and (iv) after the third year subsequent to termination or expiration of this Agreement, zero (0).

Recording Agreement. The term "Recording Agreement" will mean that certain Recording Agreement by and between Bandleader, Bandmember and Computer Intelligence Association d/b/a Record Label.

Restriction Date. The term "Restriction Date" will mean the Restriction Date

specified for Awesome Band in the Recording Agreement.

Term. The term "Term" will mean the term of this Agreement.

Third Party. The term "Third Party" will mean person or entity other than a party

to this Agreement. Miscellaneous. Entire Agreement. This Agreement constitutes the entire understanding and agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties to this Agreement with respect to the subject matter of this Agreement, all of which are merged in this Agreement.

Amendment. All amendments or modifications of this Agreement will be binding upon the parties to this Agreement despite any lack of consideration so long as such amendments or modifications are in writing and executed by the parties to this Agreement. Waiver. No waiver of any provision of this Agreement, or any rights or obligations of either party to this Agreement under this Agreement, will be effective, except pursuant to a written instrument signed by the party or parties to this Agreement waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.

Severability. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms. Without limiting the generality of the foregoing, this Agreement is intended to follow and be governed by, and not to supersede, the laws and judicial decisions of the United States of America and the State of Tennessee, and in the event of any irreconcilable conflict such laws and judicial decisions will prevail.

Assignment. Neither Bandleader nor Bandmember will have any right to, and Bandleader and Bandmember will not, assign or transfer this Agreement, or any rights, duties or obligations under this Agreement, and this Agreement may not be involuntarily assigned or assigned by Bandleader or Bandmember by operation of law, without the prior written consent of the other. Any attempted assignment without such consent will be null and void.

No Joint Venture Or Partnership. Notwithstanding Section 1, nothing, either contained in this Agreement or otherwise, will be deemed to create, or be construed as creating, a joint venture or partnership between the parties to this Agreement. Except as provided in this Agreement, neither party to this Agreement is, by virtue of this Agreement or otherwise: (i) authorized as an agent or legal representative of the other party to this Agreement; and (ii)granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party to this Agreement, or to bind such other party to this Agreement in any manner.

No Third Party Beneficiaries. It is not the intention of this Agreement, or of the parties to this Agreement, to confer a third party beneficiary right of action upon any Third Party, and nothing set forth in this Agreement will be construed so as to confer upon any Third Party other than the parties to this Agreement a right of action under this Agreement or in any manner whatsoever.

Section Headings. The Section headings of this Agreement are inserted for the purpose of convenient reference only, and will not be deemed to govern, limit, modify or in any other manner affect the scope, meaning or intent of any provision of this Agreement, nor will such headings otherwise be given any legal effect.

Notices. Except as specifically provided in this Agreement, all notices required under this Agreement will be in writing and will be given by personal delivery, national overnight courier service or U.S. mail, certified or registered, postage prepaid, return receipt requested, to the parties to this Agreement at their respective addresses first set forth above, or to any party to this Agreement at such other addresses as will be specified in writing by such party to this Agreement to the other parties to this Agreement in accordance with the terms and conditions of this Section11.9. All notices will be deemed effective upon personal delivery, or three (3) days following deposit in the United States mail in accordance with this Section11.9, or one (1) business day following deposit with any national overnight courier service in accordance with this Section11.9. Copies of all notices to Bandleader will be given concurrently to Joseph J. Bogdan, Gardner, Carton & Douglas, 321 N. Clark Street, Chicago, Illinois 60610.

Attorneys' Fees. If any litigation or other proceeding is brought by either party to this Agreement in connection with this Agreement, the prevailing party in such litigation or other proceeding will be entitled to recover from the other party all costs, attorneys' fees and other expenses incurred by such prevailing party in such litigation.

Further Assurances. Bandleader and Bandmember each will, upon request: (i)execute and deliver any and all additional instruments (including any so-called "inducement letters"), provided that such instruments are consistent with the terms and provisions of this Agreement; and (ii)perform any and all additional acts deemed by the other to be reasonably necessary or proper to carry into effect the terms, conditions, and provisions of this Agreement. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties to this Agreement have executed this

Agreement as of the date first set forth above