WAV TRACKOUT CONTRACT LICENSE

SYNC LICENSE AGREEMENT

This Non-Exclusive Synchronization Wav Trackout License Agreement , having been made on and
effective as of 28/11/2024 by and between :

LICENSOR

● Legal Name : CHIKHAOUI Hamza Nassim

● Artist Name : Absaroth
● Born in 31/03/1996, Saint Eugene, Alger, Algeria.
● IPI :01189381613

LICENSEE

● Legal Name : Faten ben Khaled

● Artist Name : F.B.K
● Born in : 13-06-2000 Tunisia
● IPI : none

Sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the instrumental
music file(s) entitled “NAMROD” (the “Track”) in consideration for Licensee’s payment of (the “License
Fee”). In consideration for granting the foregoing synchronization license, as a license fee for all rights
granted and licensed pursuant to this Agreement, Licensee shall pay Licensor a fee $15 for use of the
musical composition of the Track and $15 for use of the Master Recording of the Track for a total of $30.
The entire License Fee shall be paid upon execution of this Agreement. Licensor shall retain the right to
collect all sound recording and compositional royalties related to this Agreement and the use of their
Track. For convenience, the so-called “Track” shall also mean all files comprising such Track,
individually and collectively.

This Agreement is issued solely in connection with and for Licensee's use of the Track pursuant and
subject to all terms and conditions set forth herein.

1. Delivery of the Track:

a. Licensor agrees to deliver the Track as a high-quality file, as such terms are understood in the
music industry.
b. Licensor shall use commercially reasonable efforts to deliver the Track to Licensee immediately
after payment of the License Fee is made. Licensee will receive the Track via email, to the email
address Licensee provided to Licensor.

2. Term: The Term of this Agreement shall be perpetual. All licenses granted in this Agreement are
non-exclusive and revocable.

3. Use of the Track:

a. The license for the Track is granted to Licensee for use in his future project entitled
“_____________________________________” If you need more, special arrangements may be
made on a case-by-case basis. All sounds and samples in compositional format in our products
are licensed, but not sold, to you.

b. In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a
Unlimited non-exclusive, non-transferable license and the right to copy, sell, perform, edit
and/or loop portions of, record on film or video and use the musical composition embedded in the
Track and the Master Recording of the Track in synchronization or timed relation in the Project,
during the Term throughout the world in any medium or form, whether now known or hereinafter
created. Licensor authorizes Licensee to use or cause to be used the aforesaid musical
composition contained in the Track and the Master Recording of the Track in conjunction with the
Project in any manner Licensee deems fit, including, but not limited to, the purpose of advertising
and exploiting the one piece of Project and the right to license, sell, and distribute the aforesaid
musical composition and the Master Recording of the Track in conjunction with Project related
events throughout the world and any medium or form, whether now known or hereinafter created.
Notwithstanding the foregoing, the musical compositions contained in the Track and the Master
Recording of the Track licensed pursuant to this Agreement shall not be distributed or exploited
separately or independently of the Project by the Licensee, except in compilations that include the
Project, in advertising for the compilation, or in connection with the Project itself. The
synchronization license is granted upon the express condition that the musical composition
contained in the Track and the Master Recording of the Track shall not be used to manufacture,
sell, license, or exploit sound records or otherwise be used apart from the Project by the
Licensee.

❖ RIGHTS INCLUDED IN THIS AGREEMENT

- 8 YEARS OF CONTRACT
- USE FOR MUSIC RECORDING
 - 2000 PHYSICAL DISTRIBUTION
- 200000 ONLINE AUDIO STREAMS
- 2 MUSIC VIDEOS
- FOR PROFIT LIVE PERFORMANCES
- 2 RADIO BROADCASTING RIGHTS

❖ INTELLECTUAL COPYRIGHTS SPLITS

❖ Master Record :
■ LICENSEE : 100%
■ LICENSOR : 0%
❖ Composition :
■ LICENSEE : 50%
■ LICENSOR : 50%

4. Restrictions on the Use of the Track:

Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s)
and from engaging in any use of the Track, other than as expressly set forth hereinabove without first
entering into a Collaboration Agreement with Licensor. For the avoidance of doubt, Licensee shall not
use or exploit the Track in the manners, or for the purposes, set forth below without first obtaining
Licensor’s prior written consent,:

The rights granted to Licensee are NON-TRANSFERABLE. Licensee may not transfer or assign any
of its rights hereunder to any third-party without first obtaining Licensor’s prior written consent, which
may be withheld within
Licensor’s sole discretion, and any purported assignment in violation of the foregoing will be deemed
void ab initio;

The Licensee shall not incorporate, include and/or use the Track in connection with the Licensee’s
production of music. Specifically, any or all of the sound files within the Track may be used ONLY in
the manners and for the purposes expressly provided for herein.

The Licensee shall not be use the Track for demo tracks, free mix-tapes, singles, EPs or albums sold
at digital retailers, records, remixes, commercials, jingles, post productions, music commissioned by
third party, soundtracks for film, theatre, musicals, production music libraries, television and/or live
performances. Licensee acknowledges and agrees that all rights in and to the Track, whether now
known or hereafter in existence, that are not licensed hereunder, including but not limited to licensing
and use of the Track in audio-only compilations, are otherwise reserved to Licensor and may, at
Licensor’s sole discretion, be licensed under separate agreement. Provided that Licensor reserves
exclusively all mechanical rights as well as the right to continue to distribute the Composition and
Master in all other formats and or media (known now and/or later developed) including, but not limited
to the following digital platforms: Apple, Spotify, Tidal, iHeart Radio and iTunes and to retain all
royalties paid in connection therewith. Notwithstanding the foregoing, the Composition and Master
licensed pursuant to this Agreement shall not be distributed or exploited separately or independently
of the Production and aforementioned Licensed Use. The synchronization license is granted upon the
 express condition that the Composition and the Master shall not be used to manufacture, sell,
license, or exploit sound records or otherwise be used apart from the Production by the Licensee.
Such right granted herein by Licensor shall be revocable.

The Licensee shall not have the right to license or sublicense any use of the Track in whole or in part,
for any so-called “samples”.
Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting,
hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer
sharing, or other file-sharing services, posting on websites, or distribution of the Track or the Track in
the form, or a substantially similar form, as delivered to Licensee.

Licensee agrees to only use the Track solely in the manners and for the purposes expressly provided
for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement.
Licensee acknowledges and agrees that any and all rights granted to Licensee in the Track pursuant
to this Agreement are on a non-exclusive basis and Producer shall continue to license the Track
upon the same or similar terms and conditions as this Agreement to other potential third-party
licensees. Licensee shall be permitted to shorten the length of the Track or remix the Track, or any
part thereof, and create edits, lifts and tags as necessary for the use of the Track in the Production
and solely in connection with the exercise of the rights granted herein (each resulting Work being an
“Edited Work”). Licensee shall acquire no copyright interest in any Edited Work and all right, title and
interest in and to the Edited Work and Work shall remain the property of Licensor and any use of the
Edited Work shall be reported through to performing rights organizations and to Licensor as if the
original Work was used.

THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE TRACK, OR, ANY
FILES CONTAINED THEREIN, WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE
PROVIDER, PERFORMING RIGHTS ORGANIZATION (E.G., ASCAP/BMI/SESAC), MUSIC
DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby,
and any other provider of user-generated content identification services). The purpose of this
restriction is to prevent you from receiving a copyright infringement takedown notice from a third party
who also received a non-exclusive license to use the Track in a New Master and/or New
Composition. The Track has already been tagged for Content Identification (as that term is used in
the music industry) by Producer as a pre-emptive measure to protect all interested parties in the
Master(s) and/or Composition(s). Your failure to comply with the foregoing shall be deemed a
material breach of the terms of this License by you, and your license to use the Track, may be
revoked without notice or compensation to you.

5. Ownership of the Track:

a. The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the
Track, including all copyrights to and in the sound recording(s) and the underlying musical
compositions written and
composed by Producer. Nothing contained herein shall constitute an assignment by Producer to
Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or
attempt to register the Track with the U.S. Copyright Office. The aforementioned right to register
the Track is reserved by and for Producer. Licensee will, upon request, execute, acknowledge and
 deliver to Producer such additional documents as Producer may deem necessary to evidence and
effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as
attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or
elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days
after so requested by Producer.

6. Credit: Licensee shall have the right to publish, advertise, announce and use in any manner or
medium, the name, sobriquet, biography and photographs or other likenesses of Licensor in
connection with any exercise by Licensee of its rights hereunder. Furthermore, Licensor grants to
Licensee the perpetual but not exclusive right to use, and to license others to use reproductions of
Licensor’s physical likeness and/or voice for the purpose of advertising and exploiting any work
embodying the Project and the right to use any of the rights herein granted for commercial advertising
or publicity (including endorsements) in connection with any product, commodity or service
manufactured, distributed or offered by Licensee in connection with the Project. The licensee shall
use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for
the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's
credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use
reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit
shall be in the substantial form: “Composed by CHIKHAOUI Hamza Nassim a.k.a “Absaroth” &
the name of the co-composer if he exist.

7. Force Majeure: In consideration of the rights granted to Licensee by Producer and all services
rendered by Producer, Producer reserves the right by reasonable notice to Licensee, to suspend the
operation of this Agreement and its obligations hereunder for the duration of any contingencies by
reason of which Producer is hampered in its delivery or if its performance becomes impossible,
impracticable, or there is a frustration of purpose. For example, unforeseen circumstances, labor
disagreements, catastrophe, destruction of Producer equipment, and etc. Producer will not be
deemed in default hereunder if performance of its obligations hereunder is delayed or becomes
impossible or commercially impractical, or if Producer is hampered. Upon the happening of any such
event, Producer, in addition to any other rights or remedies it may have hereunder or otherwise, may
elect, by written notice to you, to terminate its obligations under this Agreement or to suspend
Producer's obligations under this Agreement for the period of time that the effects of any such force
majeure event continue.

8. Termination: In consideration of the rights granted to Licensee by Producer and all services rendered
by Producer, Producer shall have the option, exercisable at any time by notice to you, (i) to suspend
Producer’s obligations to you hereunder during the period of default and/or (ii) to terminate this
Agreement without any further obligation to you hereunder. Producer reserves the right by
reasonable notice to Licensee, to suspend the operation of this Agreement and its obligations
hereunder for the duration of any contingencies by reason of which the Licensee fails to fulfill any of
their obligations herein, without limiting Producer’s rights.

9. Breach by Licensee:
a. The Licensee shall have five (5) business days from its receipt of written notice by Producer and/or
Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee.
Licensee’s failure to cure the alleged breach within five (5) business days shall result in
Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole
discretion, the termination of Licensee’s rights hereunder.
 b. If Licensee engages in the commercial exploitation and/or sale of the Track outside of the manner
and amount expressly provided for in this Agreement, then, in addition to any other rights or
remedies available to Producer at law or in equity, Licensee shall be liable to Producer for
monetary damages in an amount equal to any and all monies paid, collected by, or received by
Licensee, or any third party on its behalf, in connection with such unauthorized commercial
exploitation of the Track.
c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee
gives rise to irreparable injury to Producer, which may not be adequately compensated by
damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the
provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining
order and a preliminary injunction restraining the Licensee from violating the provisions of this
Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or
equitable remedy from such breach or threatened breach, including but not limited to the recovery
of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or
damages that Producer incurs as a result of any violation by the Licensee of any provision of
this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and
reasonable attorneys' fees.
10. Warranties, Representations, and Indemnification:
a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Track fits
the particular creative use or musical purpose intended or desired by the Licensee. The Track,
and all sound recording(s) and underlying musical composition(s) embodied therein are licensed
to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
b. Licensee hereby agrees that Licensee or anyone acting on Licensee’s behalf, will be responsible
for obtaining and paying for any and all clearances or licenses required in the Authorized Territory
(or any portion thereof) for the use of any musical works embodied in Licensee’s Content. Without
limiting the generality of the foregoing, Licensee (either directly or through a third party acting on
your behalf) shall be responsible for and shall pay (i) any royalties and other sums due to Artists
(featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers,
engineers, and any other record royalty participants from sales or other uses of Licensee’s
Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or
co-authors of musical compositions embodied Licensee’s Content from sales or other uses of
Licensee’s Content, (iii)all payments that may be required under any collective bargaining
agreements applicable to Licensee or any third party (e.g., to unions or guilds such as AFM or
AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Licensee’s Content
or other materials provided by Licensor to Licensee. For clarity, Licensor expressly reserves the
right to collect all monies (including, without limitation, public performance royalties) payable by
any performing rights society in respect of the use or exploitation of the Track as embodied in the
Production.
c. You shall indemnify and Producer, (as defined below) and each of their respective employees,
licensees, designees, parent companies, agents, affiliates, successors and assigns (collectively,
the “Indemnitees”) harmless from any and all third party claims, liabilities, costs, losses, damages
or expenses as are actually incurred by the Indemnities and shall hold the Indemnitees free, safe,
and harmless against and from any and all claims, suits, demands, costs, liabilities, loss,
damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable
 attorneys' fees), which may be made or brought, paid, or incurred by reason of or in connection
with any breach or claim of breach of the warranties and representations hereunder by you, your
agents, heirs, successors, assigns and employees or any failure by you to perform any of your
obligations hereunder.

11. Miscellaneous:
This Agreement constitutes the entire understanding of the parties and is intended as a final
expression of their agreement and cannot be altered, modified, amended or waived, in whole or in
part, except by written instrument (email being sufficient) signed by both parties hereto. This
Agreement supersedes all prior agreements between the parties, whether oral or written. Should
any provision of this Agreement be held to be void, invalid or inoperative, such decision shall not
affect any other provision hereof, and the remainder of this Agreement shall be effective as
though such void, invalid or inoperative provision had not been contained herein. No failure by
Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of
this Agreement until the Licensee gives Licensor written notice of its failure to perform, and such
failure has not been corrected within thirty (30) days from and after the service of such notice, or,
if such breach is not reasonably capable of being cured within such thirty (30) day period,
Licensor does not commence to cure such breach within said time period, and proceed with
reasonable diligence to complete the curing of such breach thereafter. This Agreement shall be
governed by and interpreted in accordance with the laws of home country and state of World
Wide, applicable to agreements entered into and wholly performed in said State, without regard to
any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any
action, suit or proceeding based upon any matter, claim or controversy arising hereunder or
relating hereto shall be in the state or federal courts located in the Producer’s home country and
state of World Wide. All notices pursuant to this Agreement shall be in writing and shall be given
by registered or certified mail, return receipt requested (prepaid) at the respective addresses
hereinabove set forth or such other address or addresses as may be designated by either party.
Such notices shall be deemed given when received. Any notice mailed will be deemed to have
been received five (5) business days after it is mailed; any notice dispatched by expedited
delivery service will be deemed to be received two (2) business days after it is dispatched.
LICENSOR AND LICENSEE EACH ACKNOWLEDGES AND AGREES THAT IT HAS READ
THIS AGREEMENT AND HAS BEEN ADVISED OF THE SIGNIFICANT IMPORTANCE OF
RETAINING AN INDEPENDENT ATTORNEY OF THEIR OWN CHOICE TO REVIEW THIS
AGREEMENT ON YOUR BEHALF. LICENSOR AND LICENSEE EACH ACKNOWLEDGES
AND AGREES THAT IT HAS HAD THE
UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY.
IN THE EVENT OF LICENSOR’S AND/OR LICENSEE’S FAILURE TO OBTAIN AN
INDEPENDENT ATTORNEY OR WAIVER THEREOF, LICENSOR AND LICENSEE EACH
HEREBY WARRANTS AND REPRESENTS THAT YOU WILL NOT ATTEMPT TO USE SUCH
FAILURE AND/OR WAIVER AS A BASIS TO AVOID ANY OBLIGATIONS UNDER THIS
AGREEMENT, TO INVALIDATE THIS AGREEMENT, TO RENDER THIS AGREEMENT OR ANY
PART THEREOF UNENFORCEABLE.THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND SAID
COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT. IN ADDITION,
A SIGNED COPY OF THIS AGREEMENT TRANSMITTED BY FACSIMILE OR SCANNED INTO
AN IMAGE FILE AND TRANSMITTED VIA EMAIL SHALL, FOR ALL PURPOSES, BE
TREATED AS IF IT WAS DELIVERED CONTAINING AN ORIGINAL MANUAL SIGNATURE OF
 THE PARTY WHOSE SIGNATURE APPEARS THEREON AND SHALL BE BINDING UPON
SUCH PARTY AS THOUGH AN ORIGINALLY SIGNED DOCUMENT HAD BEEN DELIVERED.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT YOU DO NOT SIGN THIS
AGREEMENT, YOUR ACKNOWLEDGMENT THAT YOU HAVE REVIEWED THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND YOUR PAYMENT OF THE LICENSE FEE SHALL
SERVE AS YOUR SIGNATURE AND ACCEPTANCE OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT.

ACKNOWLEDGED, AGREED AND ACCEPTED.

LICENSOR

By: CHIKHAOUI Hamza Nassim a.k.a “Absaroth”

LICENSEE

By: Faten ben Khaled (F.B.K)