Common use of Music Restrictions Clause in Contracts

Music Restrictions. Subject in all respects to the terms and conditions of the AV Agreement: (a) Composer/Lyricist agrees and guarantees that Composer/Lyricist’s contract(s) with the music publisher(s) who publish the music and lyrics of the Play do contain or will contain provisions to the following effect and they will not agree to change or modify said provisions: “The music publisher agrees that it has not made and will not make any contract that will interfere with the disposition of the motion picture, television and related rights in the Play and that it will execute without additional compensation such instruments and agreements with respect to the rights in the musical compositions owned or controlled by it as Composer/Lyricist or the television or motion picture company acquiring such rights may reasonably request consistent with the contract or proposed contract that Author shall make or desire to make with said motion picture company. The music publisher further agrees that there may be such restrictions on the use of the separate musical compositions and their respective titles in or in connection with other motion picture and television productions and in or in connection with radio and television commercials as the said motion picture company and the Composer/Lyricist shall agree upon whether or not such restrictions are in conformity with the provisions hereof. The music publisher further agrees that it will grant to the record company contracted by Producer of the Play and/or Author and/or the party acquiring the motion picture rights and/or the television rights of the Play, such recording license as is usual and necessary to make the show album, motion picture soundtrack album, and/or television album upon terms and conditions customary and reasonable in the industry. 10 The music publisher further agrees that it will make no disposition of the music and lyrics of the Play contrary to the restrictions set forth in the Approved Production Contract between Author and Producer.” (b) Subject to the terms and conditions of the AV Agreement, neither Composer/Lyricist, Composer/Lyricist’s publisher designee(s), nor anyone claiming through them, shall sell, license, or otherwise dispose of the right to use any of the music and lyrics of the Play in connection with, or for synchronization with, any motion picture or television production (except performances of a separate musical composition in so-called “talk” or “variety” or xxxxx xxxxx in which not more than two [2] such compositions from the Play are performed non-dramatically) or as or in connection with a radio or television production or commercial until the expiration of (i) the period of time Producer has to provide the Option Notice to Author pursuant to Section 2(a) above, or (ii) if Producer providers such Option Notice, during the option periods described in Section 2(b) above and paid for by Producer, or (iii) if Producer exercises its option to produce the Play, five (5) years from the close of all companies presenting the Play hereunder under the management, control, or authority of the Producer.. Notwithstanding the foregoing to the contrary, no right shall be given to use any such musical composition as a production number or as a “grand use” nor shall any right be given to use the title of such musical composition as the title of any such motion picture or television production except as otherwise provided in the AV Agreement. Anything herein contained to the contrary notwithstanding, no such disposition of musical compositions shall be made before the end of said seven (7)-year period that contains or involves the title of the Play, the names of characters of the Play, or incidents or dialogue from the Play if such names, incidents, or dialogue are sufficiently distinctive to identify with the Play, except in connection with the sale, license, or disposition or rights in the Play. Nothing herein contained shall be deemed to restrict rights customarily administered by the American Society of Composers, Authors and Publishers (“ASCAP”) or any similar organization to license small performing rights throughout the world in the music and lyrics of the separate musical compositions of the Play. If at any time the television or motion picture rights of the Play are sold, the restrictions on the use of the separate musical numbers and the title thereof in motion pictures and television productions shall be such as are agreed to between the motion picture company acquiring the motion picture rights and the Composer/Lyricist, whether or not consistent with the foregoing provisions of this Section 16, and the foregoing provisions shall no longer apply. (c) Neither Producer nor the bookwriter of the Play (“Bookwriter”) shall be entitled to receive a share from, and subject to the terms of the AV Agreement Composer/Lyricist shall be entitled to keep without accounting therefor to Producer or Bookwriter, all royalties from the publication of the original lyrics and music in the Play, all shares and compensation received by Composer/Lyricist from mechanical reproduction, “synchronization rights,” “small performance rights,” and so-called “music publishing rights” arising out of such music publication and recording contracts as may be entered into by Composer/Lyricist with regard to the original music and lyrics, and all royalties and dividends, etc. that Composer/Lyricist may derive from such organizations as ASCAP, Broadcast Music Inc. (“BMI”), American Guild of Authors and Composers, and other musical organizations. 17. Supplemental Foreign Territories. 11 (a) Provided that Producer has Vested in the Territory (as “Vested” is defined in Section 11.02 of the printed APC), Author hereby grants to Producer the sole and exclusive option to produce the Play alone, or in association with, or under lease or license to other producer(s), in any language in performances that are the Supplemental Foreign Territory equivalents of firstclass productions in the Territory in one or more of the following eleven (11) “Supplemental Foreign Territories:” 1. Japan 2. Far East (China, Hong Kong, Taiwan, Korea, Indonesia, Singapore, Cambodia, Vietnam, Malaysia, Thailand and the Philippines) 3. German Speaking Territory (Germany, Austria, Switzerland, and Xxxxxxxxxxxx) 4. Scandinavia (Finland, Sweden, Norway, and Denmark) 5. Belgium/Netherlands/Luxembourg/France 6. Spain/Portugal/Italy/Andorra 7. Xxxxxx/Xxxxx/Xxx Xxxxx 0. Xxxxx Xxxxxx 9. Latin America (Mexico, Belize, Costa Rica, Cuba, El Salvador, Guatemala, Haiti, Honduras, Nicaragua, Panama, Argentina, Bolivia, Brazil, Chile, Colombia, Dominican Republic, Ecuador, French Guyana, Guyana, Paraguay, Peru, Uruguay, and Venezuela) 10. Eastern Europe (Albania, Bulgaria, Czech Republic, Greece, Turkey, Hungary, Poland, Romania, Russia and the countries formerly contained in the U.S.S.R. and the former Yugoslavia and their successors) 11. Africa (b) The foregoing options shall be exercised if at all by Producer by notice plus payment by Producer to Author of the advances set forth in subsection (d) below with respect to each Supplemental Foreign Territory, which amount shall in each instance constitute a nonrefundable advance against royalties payable to Author with respect to performances of the Play in such Supplemental Foreign Territory and shall be paid not later than on the following schedule: · of such amount at the conclusion of following the official press opening of the Play in New York City (the “Broadway Opening”); · of such amount at the conclusion of following the Broadway Opening; and · of such amount at the conclusion of following the Broadway Opening. Notwithstanding the foregoing schedule of payments, the entire amount shall be payable not later than the date of the first paid public performance of the initial production in the Supplemental Foreign Territory to which the payments apply, or, if Producer or any affiliate, 12 employee, or agent of Producer has received (or received credit for) payments that would equal of the amounts owed to Author and Producer, promptly after receipt of such funds. Producer shall notify the Guild and Author in writing concerning receipt of third-party advances promptly after receipt. (c) Payment of any advance shall not obligate Producer to make the remaining payments, it being understood however that Producer's rights with respect of any applicable Supplemental Foreign Territory shall automatically terminate on Producer's failure to pay any advance amounts for such Supplemental Foreign Territory as provided. (d) The advances are as follows: 1. Japan – 2. Far East – 3. German Speaking Territory – 4. Scandinavia – 5. Benelux/France – 6. Spain/Portugal/Italy – 7. Israel/Dubai/Abu Dhabi – 8. South Africa – 9. Latin America – 10. Eastern Europe – 11. Africa - (e) Notwithstanding the foregoing, if Producer receives (and/or any amount is credited to, or paid on behalf of, Producer or any affiliate of Producer, and/or any consideration is otherwise granted to or on behalf of Producer) from any Supplemental Foreign Territory an advance against its license fee in an amount greater than of the foregoing advance payable with respect to that Supplemental Foreign Territory, Producer shall, promptly following receipt, pay to Author as an additional advance an amount equal to of such excess over . (f) Unless Producer presents the first paid public performance of the Play in a Supplemental Foreign Territory within thirty-six (36) months of the Broadway Opening, Producer's exclusive rights to present the Play in such Supplemental Foreign Territory automatically shall terminate, except that if Producer has presented the Play in at least two (2) foreign territories from the following: Supplemental Foreign Territories 1 through 4 and 9 plus the British Isles and Australia/New Zealand (collectively, the “Major Foreign Territories”) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an additional consecutive period of twelve [12] months) its exclusive rights in an additional two (2) Supplemental Foreign Territories in which Producer has not yet presented the Play by paying to Author, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable 13 advance against royalties, an amount equal to set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights; and if Producer has presented the Play in at least five (5) foreign territories (including at least three [3] of the Major Foreign Territories) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an added consecutive period of twelve [12] months) its exclusive rights in the rem by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable advance against royalties, an amount equal to set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. If Producer has presented the Play in at least four (4) of the Major Foreign Territories within said thirty-six (36) month period, then Producer shall have the right to extend in all of the remaining Supplemental Foreign Territories in which Producer has not theretofore presented the Play for an additional twelve (12) months, by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as a further additional non-returnable advance against royalties, an amount equal to set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. Notwithstanding the foregoing, if a North American touring production makes tour stops in a Supplemental Foreign Territory, (i) such tour stops shall not be deemed part of a Supplemental Foreign Territory production, (ii) no advances shall be due pursuant to subparagraph (d) above, and (iii) and such performances shall not be considered in determining whether Producer has vested in any Subsidiary Rights participation in any such Supplemental Foreign Territory. (g) If a production in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews, with an official press opening and is re-opened and there is a hiatus in performances of not more than four (4) months to accommodate such move or change (extendable on a month-to-month basis for up to an additional eight [8] months by payment of additional non-returnable monthly advances against royalties in such Supplemental Foreign Territory as set forth in the next sentence), such hiatus shall not be deemed an interruption of the continuous run. The monthly advances referred to in the immediately preceding sentence shall be amounts equal to for such Supplemental Foreign Territory for each month of extension commencing at the start of the fifth (5th) month after such hiatus period. If a production produced or co-produced by Producer in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews and an official press opening, subsequent productions within such Supplemental Foreign Territory (which are the Supplemental Foreign Territory equivalents of first class or second class productions in the Territory) presented after the expiration of Producer's rights to present the Play in such Supplemental Foreign Territory shall be deemed to be Revival Performances pursuant to Section 11.01(g) of the printed APC, except that Producer's participation period shall be thirty (30) years instead of forty (40) years. (h) In connection with each Supplemental Foreign Territory, nothing shall preclude Producer from negotiating a percentage of profits for the “Mother Company” (as such terms is commonly understood in the theater industry) as part of a license fee. 14 (i) Notwithstanding anything to the contrary herein, the advances paid to Author with respect to each Supplemental Foreign Territory shall be recoupable from the first dollar of royalties otherwise paid to Author with respect to such Supplemental Foreign Territory. (j) The contract between Producer and the Supplemental Foreign Territory producer, co-producer, licensee, or manager shall require the Play to be produced in the manner and on all of the terms provided herein governing approvals, rights to attend rehearsals, previews, and the official opening (provided that Producer shall not be required to provide more than two [2] roundtrip tickets for each person comprising Author per production) and billing, with respect to productions in the Supplemental Foreign Territory. Travel and accommodation provisions with respect to Supplemental Foreign Territories shall be as set forth in Section 9.08 of the printed APC, supplemented as follows: all flights shall be business class, and each party comprising Author shall be provided with mutually-approved first-class housing, ground transportation to and from all airports and a mutually-agreed upon per diem, and all bank charges relating to conversion will be borne by Supplemental Foreign Territory producer/licensee. (k) Author shall have approval of all translations and shall own the copyright in all translations as Author's sole and exclusive property, free from any liens and encumbrances, without obligation to any translator. 18.

Music Restrictions. Subject in all respects to the terms and conditions of the AV Agreement: (a) Composer/Lyricist agrees and guarantees that Composer/Lyricist’s contract(s) with the music publisher(s) who publish the music and lyrics of the Play do contain or will contain provisions to the following effect and they will not agree to change or modify said provisions: “The music publisher agrees that it has not made and will not make any contract that will interfere with the disposition of the motion picture, television and related rights in the Play and that it will execute without additional compensation such instruments and agreements with respect to the rights in the musical compositions owned or controlled by it as Composer/Lyricist or the television or motion picture company acquiring such rights may reasonably request consistent with the contract or proposed contract that Author shall make or desire to make with said motion picture company. The music publisher further agrees that there may be such restrictions on the use of the separate musical compositions and their respective titles in or in connection with other motion picture and television productions and in or in connection with radio and television commercials as the said motion picture company and the Composer/Lyricist shall agree upon whether or not such restrictions are in conformity with the provisions hereof. The music publisher further agrees that it will grant to the record company contracted by Producer of the Play and/or Author and/or the party acquiring the motion picture rights and/or the television rights of the Play, such recording license as is usual and necessary to make the show album, motion picture soundtrack album, and/or television album upon terms and conditions customary and reasonable in the industry. 10 The music publisher further agrees that it will make no disposition of the music and lyrics of the Play contrary to the restrictions set forth in the Approved Production Contract between Author and Producer.” (b) Subject to the terms and conditions of the AV Agreement, neither Composer/Lyricist, Composer/Lyricist’s publisher designee(s), nor anyone claiming through them, shall sell, license, or otherwise dispose of the right to use any of the music and lyrics of the Play in connection with, or for synchronization with, any motion picture or television production (except performances of a separate musical composition in so-called “talk” or “variety” or xxxxx axxxx xxxxx in which not more than two [2] such compositions from the Play are performed non-dramatically) or as or in connection with a radio or television production or commercial until the expiration of (i) the period of time Producer has to provide the Option Notice to Author pursuant to Section 2(a) above, or (ii) if Producer providers such Option Notice, during the option periods described in Section 2(b) above and paid for by Producer, or (iii) if Producer exercises its option to produce the Play, five (5) years from the close of all companies presenting the Play hereunder under the management, control, or authority of the Producer.. Notwithstanding the foregoing to the contrary, no right shall be given to use any such musical composition as a production number or as a “grand use” nor shall any right be given to use the title of such musical composition as the title of any such motion picture or television production except as otherwise provided in the AV Agreement. Anything herein contained to the contrary notwithstanding, no such disposition of musical compositions shall be made before the end of said seven (7)-year period that contains or involves the title of the Play, the names of characters of the Play, or incidents or dialogue from the Play if such names, incidents, or dialogue are sufficiently distinctive to identify with the Play, except in connection with the sale, license, or disposition or rights in the Play. Nothing herein contained shall be deemed to restrict rights customarily administered by the American Society of Composers, Authors and Publishers (“ASCAP”) or any similar organization to license small performing rights throughout the world in the music and lyrics of the separate musical compositions of the Play. If at any time the television or motion picture rights of the Play are sold, the restrictions on the use of the separate musical numbers and the title thereof in motion pictures and television productions shall be such as are agreed to between the motion picture company acquiring the motion picture rights and the Composer/Lyricist, whether or not consistent with the foregoing provisions of this Section 16, and the foregoing provisions shall no longer apply. (c) Neither Producer nor the bookwriter of the Play (“Bookwriter”) shall be entitled to receive a share from, and subject to the terms of the AV Agreement Composer/Lyricist shall be entitled to keep without accounting therefor to Producer or Bookwriter, all royalties from the publication of the original lyrics and music in the Play, all shares and compensation received by Composer/Lyricist from mechanical reproduction, “synchronization rights,” “small performance rights,” and so-called “music publishing rights” arising out of such music publication and recording contracts as may be entered into by Composer/Lyricist with regard to the original music and lyrics, and all royalties and dividends, etc. that Composer/Lyricist may derive from such organizations as ASCAP, Broadcast Music Inc. (“BMI”), American Guild of Authors and Composers, and other musical organizations. 17. Supplemental Foreign Territories. 11 (a) Provided that Producer has Vested in the Territory (as “Vested” is defined in Section 11.02 of the printed APC), Author hereby grants to Producer the sole and exclusive option to produce the Play alone, or in association with, or under lease or license to other producer(s), in any language in performances that are the Supplemental Foreign Territory equivalents of firstclass productions in the Territory in one or more of the following eleven (11) “Supplemental Foreign Territories:” 1. Japan 2. Far East (China, Hong Kong, Taiwan, Korea, Indonesia, Singapore, Cambodia, Vietnam, Malaysia, Thailand and the Philippines) 3. German Speaking Territory (Germany, Austria, Switzerland, and XxxxxxxxxxxxLxxxxxxxxxxx) 4. Scandinavia (Finland, Sweden, Norway, and Denmark) 5. Belgium/Netherlands/Luxembourg/France 6. Spain/Portugal/Italy/Andorra 7. XxxxxxIxxxxx/Xxxxx/Xxx Xxxxx 0. Xxxxx Xxxxxx 9. Latin America (Mexico, Belize, Costa Rica, Cuba, El Salvador, Guatemala, Haiti, Honduras, Nicaragua, Panama, Argentina, Bolivia, Brazil, Chile, Colombia, Dominican Republic, Ecuador, French Guyana, Guyana, Paraguay, Peru, Uruguay, and Venezuela) 10. Eastern Europe (Albania, Bulgaria, Czech Republic, Greece, Turkey, Hungary, Poland, Romania, Russia and the countries formerly contained in the U.S.S.R. and the former Yugoslavia and their successors) 11. Africa (b) The foregoing options shall be exercised if at all by Producer by notice plus payment by Producer to Author of the advances set forth in subsection (d) below with respect to each Supplemental Foreign Territory, which amount shall in each instance constitute a nonrefundable advance against royalties payable to Author with respect to performances of the Play in such Supplemental Foreign Territory and shall be paid not later than on the following schedule: · 40% of such amount at the conclusion of twelve (12) months following the official press opening of the Play in New York City (the “Broadway Opening”); · 30% of such amount at the conclusion of sixteen (16) months following the Broadway Opening; and · 30% of such amount at the conclusion of twenty (20) months following the Broadway Opening. Notwithstanding the foregoing schedule of payments, the entire amount shall be payable not later than the date of the first paid public performance of the initial production in the Supplemental Foreign Territory to which the payments apply, or, if Producer or any affiliate, 12 employee, or agent of Producer has received (or received credit for) payments that would equal 200% of the amounts owed to Author and Producer, promptly after receipt of such funds. Producer shall notify the Guild and Author in writing concerning receipt of third-party advances promptly after receipt. (c) Payment of any advance shall not obligate Producer to make the remaining payments, it being understood however that Producer's rights with respect of any applicable Supplemental Foreign Territory shall automatically terminate on Producer's failure to pay any advance amounts for such Supplemental Foreign Territory as provided. (d) The advances are as follows: 1. Japan – Seventy-Five Thousand Dollars ($75,000) 2. Far East – Fifty Thousand Dollars ($50,000) 3. German Speaking Territory – Fifty Thousand Dollars ($50,000) 4. Scandinavia – Thirty Thousand Dollars ($30,000) 5. Benelux/France – Twenty-Five Thousand Dollars ($25,000) 6. Spain/Portugal/Italy – Seven Thousand Five Hundred Dollars ($7,500) 7. Israel/Dubai/Abu Dhabi – Seven Thousand Five Hundred Dollars ($7,500) 8. South Africa – Ten Thousand Dollars ($10,000) 9. Latin America – Ten Thousand Dollars ($10,000) 10. Eastern Europe – Ten Thousand Dollars ($10,000) 11. Africa - Seven Thousand Five Hundred Dollars ($7,500) (e) Notwithstanding the foregoing, if Producer receives (and/or any amount is credited to, or paid on behalf of, Producer or any affiliate of Producer, and/or any consideration is otherwise granted to or on behalf of Producer) from any Supplemental Foreign Territory an advance against its license fee in an amount greater than 200% of the foregoing advance payable with respect to that Supplemental Foreign Territory, Producer shall, promptly following receipt, pay to Author as an additional advance an amount equal to 50% of such excess over said 200%. (f) Unless Producer presents the first paid public performance of the Play in a Supplemental Foreign Territory within thirty-six (36) months of the Broadway Opening, Producer's exclusive rights to present the Play in such Supplemental Foreign Territory automatically shall terminate, except that if Producer has presented the Play in at least two (2) foreign territories from the following: Supplemental Foreign Territories 1 through 4 and 9 plus the British Isles and Australia/New Zealand (collectively, the “Major Foreign Territories”) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an additional consecutive period of twelve [12] months) its exclusive rights in an additional two (2) Supplemental Foreign Territories in which Producer has not yet presented the Play by paying to Author, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable 13 advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights; and if Producer has presented the Play in at least five (5) foreign territories (including at least three [3] of the Major Foreign Territories) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an added consecutive period of twelve [12] months) its exclusive rights in the rem by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. If Producer has presented the Play in at least four (4) of the Major Foreign Territories within said thirty-six (36) month period, then Producer shall have the right to extend in all of the remaining Supplemental Foreign Territories in which Producer has not theretofore presented the Play for an additional twelve (12) months, by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as a further additional non-returnable advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. Notwithstanding the foregoing, if a North American touring production makes tour stops in a Supplemental Foreign Territory, (i) such tour stops shall not be deemed part of a Supplemental Foreign Territory production, (ii) no advances shall be due pursuant to subparagraph (d) above, and (iii) and such performances shall not be considered in determining whether Producer has vested in any Subsidiary Rights participation in any such Supplemental Foreign Territory. (g) If a production in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews, with an official press opening and is re-opened and there is a hiatus in performances of not more than four (4) months to accommodate such move or change (extendable on a month-to-month basis for up to an additional eight [8] months by payment of additional non-returnable monthly advances against royalties in such Supplemental Foreign Territory as set forth in the next sentence), such hiatus shall not be deemed an interruption of the continuous run. The monthly advances referred to in the immediately preceding sentence shall be amounts equal to one-eighth (1/8) of 50% of the applicable advance for such Supplemental Foreign Territory for each month of extension commencing at the start of the fifth (5th) month after such hiatus period. If a production produced or co-produced by Producer in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews and an official press opening, subsequent productions within such Supplemental Foreign Territory (which are the Supplemental Foreign Territory equivalents of first class or second class productions in the Territory) presented after the expiration of Producer's rights to present the Play in such Supplemental Foreign Territory shall be deemed to be Revival Performances pursuant to Section 11.01(g) of the printed APC, except that Producer's participation period shall be thirty (30) years instead of forty (40) years. (h) In connection with each Supplemental Foreign Territory, nothing shall preclude Producer from negotiating a percentage of profits for the “Mother Company” (as such terms is commonly understood in the theater industry) as part of a license fee. 14 (i) Notwithstanding anything to the contrary herein, the advances paid to Author with respect to each Supplemental Foreign Territory shall be recoupable from the first dollar of royalties otherwise paid to Author with respect to such Supplemental Foreign Territory. (j) The contract between Producer and the Supplemental Foreign Territory producer, co-producer, licensee, or manager shall require the Play to be produced in the manner and on all of the terms provided herein governing approvals, rights to attend rehearsals, previews, and the official opening (provided that Producer shall not be required to provide more than two [2] roundtrip tickets for each person comprising Author per production) and billing, with respect to productions in the Supplemental Foreign Territory. Travel and accommodation provisions with respect to Supplemental Foreign Territories shall be as set forth in Section 9.08 of the printed APC, supplemented as follows: all flights shall be business class, and each party comprising Author shall be provided with mutually-approved first-class housing, ground transportation to and from all airports and a mutually-agreed upon per diem, and all bank charges relating to conversion will be borne by Supplemental Foreign Territory producer/licensee. (k) Author shall have approval of all translations and shall own the copyright in all translations as Author's sole and exclusive property, free from any liens and encumbrances, without obligation to any translator. 18.

Music Restrictions. Subject in all respects to the terms and conditions of the AV Agreement: (a) Composer/Lyricist agrees and guarantees that Composer/Lyricist’s contract(s) with the music publisher(s) who publish the music and lyrics of the Play do contain or will contain provisions to the following effect and they will not agree to change or modify said provisions: “The music publisher agrees that it has not made and will not make any contract that will interfere with the disposition of the motion picture, television and related rights in the Play and that it will execute without additional compensation such instruments and agreements with respect to the rights in the musical compositions owned or controlled by it as Composer/Lyricist or the television or motion picture company acquiring such rights may reasonably request consistent with the contract or proposed contract that Author shall make or desire to make with said motion picture company. The music publisher further agrees that there may be such restrictions on the use of the separate musical compositions and their respective titles in or in connection with other motion picture and television productions and in or in connection with radio and television commercials as the said motion picture company and the Composer/Lyricist shall agree upon whether or not such restrictions are in conformity with the provisions hereof. 10 The music publisher further agrees that it will grant to the record company contracted by Producer of the Play and/or Author and/or the party acquiring the motion picture rights and/or the television rights of the Play, such recording license as is usual and necessary to make the show album, motion picture soundtrack album, and/or television album upon terms and conditions customary and reasonable in the industry. 10 The music publisher further agrees that it will make no disposition of the music and lyrics of the Play contrary to the restrictions set forth in the Approved Production Contract between Author and Producer.” (b) Subject to the terms and conditions of the AV Agreement, neither Composer/Lyricist, Composer/Lyricist’s publisher designee(s), nor anyone claiming through them, shall sell, license, or otherwise dispose of the right to use any of the music and lyrics of the Play in connection with, or for synchronization with, any motion picture or television production (except performances of a separate musical composition in so-called “talk” or “variety” or xxxxx axxxx xxxxx in which not more than two [2] such compositions from the Play are performed non-dramatically) or as or in connection with a radio or television production or commercial until the expiration of (i) the period of time Producer has to provide the Option Notice to Author pursuant to Section 2(a) above, or (ii) if Producer providers such Option Notice, during the option periods described in Section 2(b) above and paid for by Producer, or (iii) if Producer exercises its option to produce the Play, five (5) years from the close of all companies presenting the Play hereunder under the management, control, or authority of the Producer.. Notwithstanding the foregoing to the contrary, no right shall be given to use any such musical composition as a production number or as a “grand use” nor shall any right be given to use the title of such musical composition as the title of any such motion picture or television production except as otherwise provided in the AV Agreement. Anything herein contained to the contrary notwithstanding, no such disposition of musical compositions shall be made before the end of said seven (7)-year period that contains or involves the title of the Play, the names of characters of the Play, or incidents or dialogue from the Play if such names, incidents, or dialogue are sufficiently distinctive to identify with the Play, except in connection with the sale, license, or disposition or rights in the Play. Nothing herein contained shall be deemed to restrict rights customarily administered by the American Society of Composers, Authors and Publishers (“ASCAP”) or any similar organization to license small performing rights throughout the world in the music and lyrics of the separate musical compositions of the Play. If at any time the television or motion picture rights of the Play are sold, the restrictions on the use of the separate musical numbers and the title thereof in motion pictures and television productions shall be such as are agreed to between the motion picture company acquiring the motion picture rights and the Composer/Lyricist, whether or not consistent with the foregoing provisions of this Section 16, and the foregoing provisions shall no longer apply. (c) Neither Producer nor the bookwriter of the Play (“Bookwriter”) shall be entitled to receive a share from, and subject to the terms of the AV Agreement Composer/Lyricist shall be entitled to keep without accounting therefor to Producer or Bookwriter, all royalties from the publication of the original lyrics and music in the Play, all shares and compensation received by Composer/Lyricist from mechanical reproduction, “synchronization rights,” “small performance rights,” and so-called “music publishing rights” arising out of such music publication and 11 recording contracts as may be entered into by Composer/Lyricist with regard to the original music and lyrics, and all royalties and dividends, etc. that Composer/Lyricist may derive from such organizations as ASCAP, Broadcast Music Inc. (“BMI”), American Guild of Authors and Composers, and other musical organizations. 17. Supplemental Foreign Territories. 11 (a) Provided that Producer has Vested in the Territory (as “Vested” is defined in Section 11.02 of the printed APC), Author hereby grants to Producer the sole and exclusive option to produce the Play alone, or in association with, or under lease or license to other producer(s), in any language in performances that are the Supplemental Foreign Territory equivalents of firstclass productions in the Territory in one or more of the following eleven (11) “Supplemental Foreign Territories:” 1. Japan 2. Far East (China, Hong Kong, Taiwan, Korea, Indonesia, Singapore, Cambodia, Vietnam, Malaysia, Thailand and the Philippines) 3. German Speaking Territory (Germany, Austria, Switzerland, and XxxxxxxxxxxxLxxxxxxxxxxx) 4. Scandinavia (Finland, Sweden, Norway, and Denmark) 5. Belgium/Netherlands/Luxembourg/France 6. Spain/Portugal/Italy/Andorra 7. XxxxxxIxxxxx/Xxxxx/Xxx Xxxxx 0. Xxxxx Xxxxxx 9. Latin America (Mexico, Belize, Costa Rica, Cuba, El Salvador, Guatemala, Haiti, Honduras, Nicaragua, Panama, Argentina, Bolivia, Brazil, Chile, Colombia, Dominican Republic, Ecuador, French Guyana, Guyana, Paraguay, Peru, Uruguay, and Venezuela) 10. Eastern Europe (Albania, Bulgaria, Czech Republic, Greece, Turkey, Hungary, Poland, Romania, Russia and the countries formerly contained in the U.S.S.R. and the former Yugoslavia and their successors) 11. Africa (b) The foregoing options shall be exercised if at all by Producer by notice plus payment by Producer to Author of the advances set forth in subsection (d) below with respect to each Supplemental Foreign Territory, which amount shall in each instance constitute a nonrefundable advance against royalties payable to Author with respect to performances of the Play in such Supplemental Foreign Territory and shall be paid not later than on the following schedule: · 40% of such amount at the conclusion of twelve (12) months following the official press opening of the Play in New York City (the “Broadway Opening”); · 30% of such amount at the conclusion of sixteen (16) months following the Broadway Opening; and 12 · 30% of such amount at the conclusion of twenty (20) months following the Broadway Opening. Notwithstanding the foregoing schedule of payments, the entire amount shall be payable not later than the date of the first paid public performance of the initial production in the Supplemental Foreign Territory to which the payments apply, or, if Producer or any affiliate, 12 employee, or agent of Producer has received (or received credit for) payments that would equal 200% of the amounts owed to Author and Producer, promptly after receipt of such funds. Producer shall notify the Guild and Author in writing concerning receipt of third-party advances promptly after receipt. (c) Payment of any advance shall not obligate Producer to make the remaining payments, it being understood however that Producer's rights with respect of any applicable Supplemental Foreign Territory shall automatically terminate on Producer's failure to pay any advance amounts for such Supplemental Foreign Territory as provided. (d) The advances are as follows: 1. Japan – Seventy-Five Thousand Dollars ($75,000) 2. Far East – Fifty Thousand Dollars ($50,000) 3. German Speaking Territory – Fifty Thousand Dollars ($50,000) 4. Scandinavia – Thirty Thousand Dollars ($30,000) 5. Benelux/France – Twenty-Five Thousand Dollars ($25,000) 6. Spain/Portugal/Italy – Seven Thousand Five Hundred Dollars ($7,500) 7. Israel/Dubai/Abu Dhabi – Seven Thousand Five Hundred Dollars ($7,500) 8. South Africa – Ten Thousand Dollars ($10,000) 9. Latin America – Ten Thousand Dollars ($10,000) 10. Eastern Europe – Ten Thousand Dollars ($10,000) 11. Africa - Seven Thousand Five Hundred Dollars ($7,500) (e) Notwithstanding the foregoing, if Producer receives (and/or any amount is credited to, or paid on behalf of, Producer or any affiliate of Producer, and/or any consideration is otherwise granted to or on behalf of Producer) from any Supplemental Foreign Territory an advance against its license fee in an amount greater than 200% of the foregoing advance payable with respect to that Supplemental Foreign Territory, Producer shall, promptly following receipt, pay to Author as an additional advance an amount equal to 50% of such excess over said 200%. (f) Unless Producer presents the first paid public performance of the Play in a Supplemental Foreign Territory within thirty-six (36) months of the Broadway Opening, Producer's exclusive rights to present the Play in such Supplemental Foreign Territory automatically shall terminate, except that if Producer has presented the Play in at least two (2) 13 foreign territories from the following: Supplemental Foreign Territories 1 through 4 and 9 plus the British Isles and Australia/New Zealand (collectively, the “Major Foreign Territories”) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an additional consecutive period of twelve [12] months) its exclusive rights in an additional two (2) Supplemental Foreign Territories in which Producer has not yet presented the Play by paying to Author, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable 13 advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights; and if Producer has presented the Play in at least five (5) foreign territories (including at least three [3] of the Major Foreign Territories) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an added consecutive period of twelve [12] months) its exclusive rights in the rem by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. If Producer has presented the Play in at least four (4) of the Major Foreign Territories within said thirty-six (36) month period, then Producer shall have the right to extend in all of the remaining Supplemental Foreign Territories in which Producer has not theretofore presented the Play for an additional twelve (12) months, by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as a further additional non-returnable advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. Notwithstanding the foregoing, if a North American touring production makes tour stops in a Supplemental Foreign Territory, (i) such tour stops shall not be deemed part of a Supplemental Foreign Territory production, (ii) no advances shall be due pursuant to subparagraph (d) above, and (iii) and such performances shall not be considered in determining whether Producer has vested in any Subsidiary Rights participation in any such Supplemental Foreign Territory. (g) If a production in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews, with an official press opening and is re-opened and there is a hiatus in performances of not more than four (4) months to accommodate such move or change (extendable on a month-to-month basis for up to an additional eight [8] months by payment of additional non-returnable monthly advances against royalties in such Supplemental Foreign Territory as set forth in the next sentence), such hiatus shall not be deemed an interruption of the continuous run. The monthly advances referred to in the immediately preceding sentence shall be amounts equal to one-eighth (1/8) of 50% of the applicable advance for such Supplemental Foreign Territory for each month of extension commencing at the start of the fifth (5th) month after such hiatus period. If a production produced or co-produced by Producer in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews and an official press opening, subsequent productions within such Supplemental Foreign Territory (which are the Supplemental Foreign Territory equivalents of first class or second class productions in the Territory) presented after the expiration of Producer's rights to present the Play in such Supplemental Foreign Territory shall be deemed to be Revival Performances pursuant to Section 11.01(g) of the printed APC, except that Producer's participation period shall be thirty (30) years instead of forty (40) years. 14 (h) In connection with each Supplemental Foreign Territory, nothing shall preclude Producer from negotiating a percentage of profits for the “Mother Company” (as such terms is commonly understood in the theater industry) as part of a license fee. 14 (i) Notwithstanding anything to the contrary herein, the advances paid to Author with respect to each Supplemental Foreign Territory shall be recoupable from the first dollar of royalties otherwise paid to Author with respect to such Supplemental Foreign Territory. (j) The contract between Producer and the Supplemental Foreign Territory producer, co-producer, licensee, or manager shall require the Play to be produced in the manner and on all of the terms provided herein governing approvals, rights to attend rehearsals, previews, and the official opening (provided that Producer shall not be required to provide more than two [2] roundtrip tickets for each person comprising Author per production) and billing, with respect to productions in the Supplemental Foreign Territory. Travel and accommodation provisions with respect to Supplemental Foreign Territories shall be as set forth in Section 9.08 of the printed APC, supplemented as follows: all flights shall be business class, and each party comprising Author shall be provided with mutually-approved first-class housing, ground transportation to and from all airports and a mutually-agreed upon per diem, and all bank charges relating to conversion will be borne by Supplemental Foreign Territory producer/licensee. (k) Author shall have approval of all translations and shall own the copyright in all translations as Author's sole and exclusive property, free from any liens and encumbrances, without obligation to any translator. 18.

Music Restrictions. Subject in all respects to the terms and conditions of the AV Agreement: (a) Composer/Lyricist agrees and guarantees that Composer/Lyricist’s contract(s) with the music publisher(s) who publish the music and lyrics of the Play do contain or will contain provisions to the following effect and they will not agree to change or modify said provisions: “The music publisher agrees that it has not made and will not make any contract that will interfere with the disposition of the motion picture, television and related rights in the Play and that it will execute without additional compensation such instruments and agreements with respect to the rights in the musical compositions owned or controlled by it as Composer/Lyricist or the television or motion picture company acquiring such rights may reasonably request consistent with the contract or proposed contract that Author shall make or desire to make with said motion picture company. The music publisher further agrees that there may be such restrictions on the use of the separate musical compositions and their respective titles in or in connection with other motion picture and television productions and in or in connection with radio and television commercials as the said motion picture company and the Composer/Lyricist shall agree upon whether or not such restrictions are in conformity with the provisions hereof. The music publisher further agrees that it will grant to the record company contracted by Producer of the Play and/or Author and/or the party acquiring the motion picture rights and/or the television rights of the Play, such recording license as is usual and necessary to make the show album, motion picture soundtrack 10 album, and/or television album upon terms and conditions customary and reasonable in the industry. 10 The music publisher further agrees that it will make no disposition of the music and lyrics of the Play contrary to the restrictions set forth in the Approved Production Contract between Author and Producer.” (b) Subject to the terms and conditions of the AV Agreement, neither Composer/Lyricist, Composer/Lyricist’s publisher designee(s), nor anyone claiming through them, shall sell, license, or otherwise dispose of the right to use any of the music and lyrics of the Play in connection with, or for synchronization with, any motion picture or television production (except performances of a separate musical composition in so-called “talk” or “variety” or xxxxx axxxx xxxxx in which not more than two [2] such compositions from the Play are performed non-dramatically) or as or in connection with a radio or television production or commercial until the expiration of (i) the period of time Producer has to provide the Option Notice to Author pursuant to Section 2(a) above, or (ii) if Producer providers such Option Notice, during the option periods described in Section 2(b) above and paid for by Producer, or (iii) if Producer exercises its option to produce the Play, five (5) years from the close of all companies presenting the Play hereunder under the management, control, or authority of the Producer.. Notwithstanding the foregoing to the contrary, no right shall be given to use any such musical composition as a production number or as a “grand use” nor shall any right be given to use the title of such musical composition as the title of any such motion picture or television production except as otherwise provided in the AV Agreement. Anything herein contained to the contrary notwithstanding, no such disposition of musical compositions shall be made before the end of said seven (7)-year period that contains or involves the title of the Play, the names of characters of the Play, or incidents or dialogue from the Play if such names, incidents, or dialogue are sufficiently distinctive to identify with the Play, except in connection with the sale, license, or disposition or rights in the Play. Nothing herein contained shall be deemed to restrict rights customarily administered by the American Society of Composers, Authors and Publishers (“ASCAP”) or any similar organization to license small performing rights throughout the world in the music and lyrics of the separate musical compositions of the Play. If at any time the television or motion picture rights of the Play are sold, the restrictions on the use of the separate musical numbers and the title thereof in motion pictures and television productions shall be such as are agreed to between the motion picture company acquiring the motion picture rights and the Composer/Lyricist, whether or not consistent with the foregoing provisions of this Section 16, and the foregoing provisions shall no longer apply. (c) Neither Producer nor the bookwriter of the Play (“Bookwriter”) shall be entitled to receive a share from, and subject to the terms of the AV Agreement Composer/Lyricist shall be entitled to keep without accounting therefor to Producer or Bookwriter, all royalties from the publication of the original lyrics and music in the Play, all shares and compensation received by Composer/Lyricist from mechanical reproduction, “synchronization rights,” “small performance rights,” and so-called “music publishing rights” arising out of such music publication and recording contracts as may be entered into by Composer/Lyricist with regard to the original music and lyrics, and all royalties and dividends, etc. that Composer/Lyricist may derive from such organizations as ASCAP, Broadcast Music Inc. (“BMI”), American Guild of Authors and Composers, and other musical organizations. 11 17. Supplemental Foreign Territories. 11 (a) Provided that Producer has Vested in the Territory (as “Vested” is defined in Section 11.02 of the printed APC), Author hereby grants to Producer the sole and exclusive option to produce the Play alone, or in association with, or under lease or license to other producer(s), in any language in performances that are the Supplemental Foreign Territory equivalents of firstclass productions in the Territory in one or more of the following eleven (11) “Supplemental Foreign Territories:” 1. Japan 2. Far East (China, Hong Kong, Taiwan, Korea, Indonesia, Singapore, Cambodia, Vietnam, Malaysia, Thailand and the Philippines) 3. German Speaking Territory (Germany, Austria, Switzerland, and XxxxxxxxxxxxLxxxxxxxxxxx) 4. Scandinavia (Finland, Sweden, Norway, and Denmark) 5. Belgium/Netherlands/Luxembourg/France 6. Spain/Portugal/Italy/Andorra 7. XxxxxxIxxxxx/Xxxxx/Xxx Xxxxx 0. Xxxxx Xxxxxx 9. Latin America (Mexico, Belize, Costa Rica, Cuba, El Salvador, Guatemala, Haiti, Honduras, Nicaragua, Panama, Argentina, Bolivia, Brazil, Chile, Colombia, Dominican Republic, Ecuador, French Guyana, Guyana, Paraguay, Peru, Uruguay, and Venezuela) 10. Eastern Europe (Albania, Bulgaria, Czech Republic, Greece, Turkey, Hungary, Poland, Romania, Russia and the countries formerly contained in the U.S.S.R. and the former Yugoslavia and their successors) 11. Africa (b) The foregoing options shall be exercised if at all by Producer by notice plus payment by Producer to Author of the advances set forth in subsection (d) below with respect to each Supplemental Foreign Territory, which amount shall in each instance constitute a nonrefundable advance against royalties payable to Author with respect to performances of the Play in such Supplemental Foreign Territory and shall be paid not later than on the following schedule: · 40% of such amount at the conclusion of twelve (12) months following the official press opening of the Play in New York City (the “Broadway Opening”); · 30% of such amount at the conclusion of sixteen (16) months following the Broadway Opening; and 12 · 30% of such amount at the conclusion of twenty (20) months following the Broadway Opening. Notwithstanding the foregoing schedule of payments, the entire amount shall be payable not later than the date of the first paid public performance of the initial production in the Supplemental Foreign Territory to which the payments apply, or, if Producer or any affiliate, 12 employee, or agent of Producer has received (or received credit for) payments that would equal 200% of the amounts owed to Author and Producer, promptly after receipt of such funds. Producer shall notify the Guild and Author in writing concerning receipt of third-party advances promptly after receipt. (c) Payment of any advance shall not obligate Producer to make the remaining payments, it being understood however that Producer's rights with respect of any applicable Supplemental Foreign Territory shall automatically terminate on Producer's failure to pay any advance amounts for such Supplemental Foreign Territory as provided. (d) The advances are as follows: 1. Japan – Seventy-Five Thousand Dollars ($75,000) 2. Far East – Fifty Thousand Dollars ($50,000) 3. German Speaking Territory – Fifty Thousand Dollars ($50,000) 4. Scandinavia – Thirty Thousand Dollars ($30,000) 5. Benelux/France – Twenty-Five Thousand Dollars ($25,000) 6. Spain/Portugal/Italy – Seven Thousand Five Hundred Dollars ($7,500) 7. Israel/Dubai/Abu Dhabi – Seven Thousand Five Hundred Dollars ($7,500) 8. South Africa – Ten Thousand Dollars ($10,000) 9. Latin America – Ten Thousand Dollars ($10,000) 10. Eastern Europe – Ten Thousand Dollars ($10,000) 11. Africa - Seven Thousand Five Hundred Dollars ($7,500) (e) Notwithstanding the foregoing, if Producer receives (and/or any amount is credited to, or paid on behalf of, Producer or any affiliate of Producer, and/or any consideration is otherwise granted to or on behalf of Producer) from any Supplemental Foreign Territory an advance against its license fee in an amount greater than 200% of the foregoing advance payable with respect to that Supplemental Foreign Territory, Producer shall, promptly following receipt, pay to Author as an additional advance an amount equal to 50% of such excess over said 200%. (f) Unless Producer presents the first paid public performance of the Play in a Supplemental Foreign Territory within thirty-six (36) months of the Broadway Opening, Producer's exclusive rights to present the Play in such Supplemental Foreign Territory automatically shall terminate, except that if Producer has presented the Play in at least two (2) 13 foreign territories from the following: Supplemental Foreign Territories 1 through 4 and 9 plus the British Isles and Australia/New Zealand (collectively, the “Major Foreign Territories”) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an additional consecutive period of twelve [12] months) its exclusive rights in an additional two (2) Supplemental Foreign Territories in which Producer has not yet presented the Play by paying to Author, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable 13 advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights; and if Producer has presented the Play in at least five (5) foreign territories (including at least three [3] of the Major Foreign Territories) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an added consecutive period of twelve [12] months) its exclusive rights in the rem by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. If Producer has presented the Play in at least four (4) of the Major Foreign Territories within said thirty-six (36) month period, then Producer shall have the right to extend in all of the remaining Supplemental Foreign Territories in which Producer has not theretofore presented the Play for an additional twelve (12) months, by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as a further additional non-returnable advance against royalties, an amount equal to one-half (1/2) of the advance set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. Notwithstanding the foregoing, if a North American touring production makes tour stops in a Supplemental Foreign Territory, (i) such tour stops shall not be deemed part of a Supplemental Foreign Territory production, (ii) no advances shall be due pursuant to subparagraph (d) above, and (iii) and such performances shall not be considered in determining whether Producer has vested in any Subsidiary Rights participation in any such Supplemental Foreign Territory. (g) If a production in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews, with an official press opening and is re-opened and there is a hiatus in performances of not more than four (4) months to accommodate such move or change (extendable on a month-to-month basis for up to an additional eight [8] months by payment of additional non-returnable monthly advances against royalties in such Supplemental Foreign Territory as set forth in the next sentence), such hiatus shall not be deemed an interruption of the continuous run. The monthly advances referred to in the immediately preceding sentence shall be amounts equal to one-eighth (1/8) of 50% of the applicable advance for such Supplemental Foreign Territory for each month of extension commencing at the start of the fifth (5th) month after such hiatus period. If a production produced or co-produced by Producer in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews and an official press opening, subsequent productions within such Supplemental Foreign Territory (which are the Supplemental Foreign Territory equivalents of first class or second class productions in the Territory) presented after the expiration of Producer's rights to present the Play in such Supplemental Foreign Territory shall be deemed to be Revival Performances pursuant to Section 11.01(g) of the printed APC, except that Producer's participation period shall be thirty (30) years instead of forty (40) years. 14 (h) In connection with each Supplemental Foreign Territory, nothing shall preclude Producer from negotiating a percentage of profits for the “Mother Company” (as such terms is commonly understood in the theater industry) as part of a license fee. 14 (i) Notwithstanding anything to the contrary herein, the advances paid to Author with respect to each Supplemental Foreign Territory shall be recoupable from the first dollar of royalties otherwise paid to Author with respect to such Supplemental Foreign Territory. (j) The contract between Producer and the Supplemental Foreign Territory producer, co-producer, licensee, or manager shall require the Play to be produced in the manner and on all of the terms provided herein governing approvals, rights to attend rehearsals, previews, and the official opening (provided that Producer shall not be required to provide more than two [2] roundtrip tickets for each person comprising Author per production) and billing, with respect to productions in the Supplemental Foreign Territory. Travel and accommodation provisions with respect to Supplemental Foreign Territories shall be as set forth in Section 9.08 of the printed APC, supplemented as follows: all flights shall be business class, and each party comprising Author shall be provided with mutually-approved first-class housing, ground transportation to and from all airports and a mutually-agreed upon per diem, and all bank charges relating to conversion will be borne by Supplemental Foreign Territory producer/licensee. (k) Author shall have approval of all translations and shall own the copyright in all translations as Author's sole and exclusive property, free from any liens and encumbrances, without obligation to any translator. 18.

Music Restrictions. Subject in all respects to the terms and conditions of the AV Agreement: (a) Composer/Lyricist agrees and guarantees that Composer/Lyricist’s contract(s) with the music publisher(s) who publish the music and lyrics of the Play do contain or will contain provisions to the following effect and they will not agree to change or modify said provisions: “The music publisher agrees that it has not made and will not make any contract that will interfere with the disposition of the motion picture, television and related rights in the Play and that it will execute without additional compensation such instruments and agreements with respect to the rights in the musical compositions owned or controlled by it as Composer/Lyricist or the television or motion picture company acquiring such rights may reasonably request consistent with the contract or proposed contract that Author shall make or desire to make with said motion picture company. The music publisher further agrees that there may be such restrictions on the use of the separate musical compositions and their respective titles in or in connection with other motion picture and television productions and in or in connection with radio and television commercials as the said motion picture company and the Composer/Lyricist shall agree upon whether or not such restrictions are in conformity with the provisions hereof. 10 The music publisher further agrees that it will grant to the record company contracted by Producer of the Play and/or Author and/or the party acquiring the motion picture rights and/or the television rights of the Play, such recording license as is usual and necessary to make the show album, motion picture soundtrack album, and/or television album upon terms and conditions customary and reasonable in the industry. 10 The music publisher further agrees that it will make no disposition of the music and lyrics of the Play contrary to the restrictions set forth in the Approved Production Contract between Author and Producer.” (b) Subject to the terms and conditions of the AV Agreement, neither Composer/Lyricist, Composer/Lyricist’s publisher designee(s), nor anyone claiming through them, shall sell, license, or otherwise dispose of the right to use any of the music and lyrics of the Play in connection with, or for synchronization with, any motion picture or television production (except performances of a separate musical composition in so-called “talk” or “variety” or xxxxx xxxxx in which not more than two [2] such compositions from the Play are performed non-dramatically) or as or in connection with a radio or television production or commercial until the expiration of (i) the period of time Producer has to provide the Option Notice to Author pursuant to Section 2(a) above, or (ii) if Producer providers such Option Notice, during the option periods described in Section 2(b) above and paid for by Producer, or (iii) if Producer exercises its option to produce the Play, five (5) years from the close of all companies presenting the Play hereunder under the management, control, or authority of the Producer.. Notwithstanding the foregoing to the contrary, no right shall be given to use any such musical composition as a production number or as a “grand use” nor shall any right be given to use the title of such musical composition as the title of any such motion picture or television production except as otherwise provided in the AV Agreement. Anything herein contained to the contrary notwithstanding, no such disposition of musical compositions shall be made before the end of said seven (7)-year period that contains or involves the title of the Play, the names of characters of the Play, or incidents or dialogue from the Play if such names, incidents, or dialogue are sufficiently distinctive to identify with the Play, except in connection with the sale, license, or disposition or rights in the Play. Nothing herein contained shall be deemed to restrict rights customarily administered by the American Society of Composers, Authors and Publishers (“ASCAP”) or any similar organization to license small performing rights throughout the world in the music and lyrics of the separate musical compositions of the Play. If at any time the television or motion picture rights of the Play are sold, the restrictions on the use of the separate musical numbers and the title thereof in motion pictures and television productions shall be such as are agreed to between the motion picture company acquiring the motion picture rights and the Composer/Lyricist, whether or not consistent with the foregoing provisions of this Section 16, and the foregoing provisions shall no longer apply. (c) Neither Producer nor the bookwriter of the Play (“Bookwriter”) shall be entitled to receive a share from, and subject to the terms of the AV Agreement Composer/Lyricist shall be entitled to keep without accounting therefor to Producer or Bookwriter, all royalties from the publication of the original lyrics and music in the Play, all shares and compensation received by Composer/Lyricist from mechanical reproduction, “synchronization rights,” “small performance rights,” and so-called “music publishing rights” arising out of such music publication and 11 recording contracts as may be entered into by Composer/Lyricist with regard to the original music and lyrics, and all royalties and dividends, etc. that Composer/Lyricist may derive from such organizations as ASCAP, Broadcast Music Inc. (“BMI”), American Guild of Authors and Composers, and other musical organizations. 17. Supplemental Foreign Territories. 11 (a) Provided that Producer has Vested in the Territory (as “Vested” is defined in Section 11.02 of the printed APC), Author hereby grants to Producer the sole and exclusive option to produce the Play alone, or in association with, or under lease or license to other producer(s), in any language in performances that are the Supplemental Foreign Territory equivalents of firstclass productions in the Territory in one or more of the following eleven (11) “Supplemental Foreign Territories:” 1. Japan 2. Far East (China, Hong Kong, Taiwan, Korea, Indonesia, Singapore, Cambodia, Vietnam, Malaysia, Thailand and the Philippines) 3. German Speaking Territory (Germany, Austria, Switzerland, and Xxxxxxxxxxxx) 4. Scandinavia (Finland, Sweden, Norway, and Denmark) 5. Belgium/Netherlands/Luxembourg/France 6. Spain/Portugal/Italy/Andorra 7. Xxxxxx/Xxxxx/Xxx Xxxxx 0. Xxxxx Xxxxxx 9. Latin America (Mexico, Belize, Costa Rica, Cuba, El Salvador, Guatemala, Haiti, Honduras, Nicaragua, Panama, Argentina, Bolivia, Brazil, Chile, Colombia, Dominican Republic, Ecuador, French Guyana, Guyana, Paraguay, Peru, Uruguay, and Venezuela) 10. Eastern Europe (Albania, Bulgaria, Czech Republic, Greece, Turkey, Hungary, Poland, Romania, Russia and the countries formerly contained in the U.S.S.R. and the former Yugoslavia and their successors) 11. Africa (b) The foregoing options shall be exercised if at all by Producer by notice plus payment by Producer to Author of the advances set forth in subsection (d) below with respect to each Supplemental Foreign Territory, which amount shall in each instance constitute a nonrefundable advance against royalties payable to Author with respect to performances of the Play in such Supplemental Foreign Territory and shall be paid not later than on the following schedule: · of such amount at the conclusion of following the official press opening of the Play in New York City (the “Broadway Opening”); · of such amount at the conclusion of following the Broadway Opening; and 12 · of such amount at the conclusion of following the Broadway Opening. Notwithstanding the foregoing schedule of payments, the entire amount shall be payable not later than the date of the first paid public performance of the initial production in the Supplemental Foreign Territory to which the payments apply, or, if Producer or any affiliate, 12 employee, or agent of Producer has received (or received credit for) payments that would equal of the amounts owed to Author and Producer, promptly after receipt of such funds. Producer shall notify the Guild and Author in writing concerning receipt of third-party advances promptly after receipt. (c) Payment of any advance shall not obligate Producer to make the remaining payments, it being understood however that Producer's rights with respect of any applicable Supplemental Foreign Territory shall automatically terminate on Producer's failure to pay any advance amounts for such Supplemental Foreign Territory as provided. (d) The advances are as follows: 1. Japan – 2. Far East – 3. German Speaking Territory – 4. Scandinavia – 5. Benelux/France – 6. Spain/Portugal/Italy – 7. Israel/Dubai/Abu Dhabi – 8. South Africa – 9. Latin America – 10. Eastern Europe – 11. Africa - (e) Notwithstanding the foregoing, if Producer receives (and/or any amount is credited to, or paid on behalf of, Producer or any affiliate of Producer, and/or any consideration is otherwise granted to or on behalf of Producer) from any Supplemental Foreign Territory an advance against its license fee in an amount greater than of the foregoing advance payable with respect to that Supplemental Foreign Territory, Producer shall, promptly following receipt, pay to Author as an additional advance an amount equal to of such excess over . (f) Unless Producer presents the first paid public performance of the Play in a Supplemental Foreign Territory within thirty-six (36) months of the Broadway Opening, Producer's exclusive rights to present the Play in such Supplemental Foreign Territory automatically shall terminate, except that if Producer has presented the Play in at least two (2) 13 foreign territories from the following: Supplemental Foreign Territories 1 through 4 and 9 plus the British Isles and Australia/New Zealand (collectively, the “Major Foreign Territories”) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an additional consecutive period of twelve [12] months) its exclusive rights in an additional two (2) Supplemental Foreign Territories in which Producer has not yet presented the Play by paying to Author, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable 13 advance against royalties, an amount equal to set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights; and if Producer has presented the Play in at least five (5) foreign territories (including at least three [3] of the Major Foreign Territories) within said thirty-six (36)-month period, then Producer shall have the right to extend (for an added consecutive period of twelve [12] months) its exclusive rights in the rem by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as an additional non-returnable advance against royalties, an amount equal to set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. If Producer has presented the Play in at least four (4) of the Major Foreign Territories within said thirty-six (36) month period, then Producer shall have the right to extend in all of the remaining Supplemental Foreign Territories in which Producer has not theretofore presented the Play for an additional twelve (12) months, by paying to Author and Underlying Rights Holder, prior to the expiration of said thirty-six (36)-month period, as a further additional non-returnable advance against royalties, an amount equal to set forth in subsection (d) above for each such Supplemental Foreign Territory in which Producer desires to extend its rights. Notwithstanding the foregoing, if a North American touring production makes tour stops in a Supplemental Foreign Territory, (i) such tour stops shall not be deemed part of a Supplemental Foreign Territory production, (ii) no advances shall be due pursuant to subparagraph (d) above, and (iii) and such performances shall not be considered in determining whether Producer has vested in any Subsidiary Rights participation in any such Supplemental Foreign Territory. (g) If a production in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews, with an official press opening and is re-opened and there is a hiatus in performances of not more than four (4) months to accommodate such move or change (extendable on a month-to-month basis for up to an additional eight [8] months by payment of additional non-returnable monthly advances against royalties in such Supplemental Foreign Territory as set forth in the next sentence), such hiatus shall not be deemed an interruption of the continuous run. The monthly advances referred to in the immediately preceding sentence shall be amounts equal to for such Supplemental Foreign Territory for each month of extension commencing at the start of the fifth (5th) month after such hiatus period. If a production produced or co-produced by Producer in any Supplemental Foreign Territory hereunder has run at least twenty-one (21) paid public performances, including no more than seven (7) previews and an official press opening, subsequent productions within such Supplemental Foreign Territory (which are the Supplemental Foreign Territory equivalents of first class or second class productions in the Territory) presented after the expiration of Producer's rights to present the Play in such Supplemental Foreign Territory shall be deemed to be Revival Performances pursuant to Section 11.01(g) of the printed APC, except that Producer's participation period shall be thirty (30) years instead of forty (40) years. 14 (h) In connection with each Supplemental Foreign Territory, nothing shall preclude Producer from negotiating a percentage of profits for the “Mother Company” (as such terms is commonly understood in the theater industry) as part of a license fee. 14 (i) Notwithstanding anything to the contrary herein, the advances paid to Author with respect to each Supplemental Foreign Territory shall be recoupable from the first dollar of royalties otherwise paid to Author with respect to such Supplemental Foreign Territory. (j) The contract between Producer and the Supplemental Foreign Territory producer, co-producer, licensee, or manager shall require the Play to be produced in the manner and on all of the terms provided herein governing approvals, rights to attend rehearsals, previews, and the official opening (provided that Producer shall not be required to provide more than two [2] roundtrip tickets for each person comprising Author per production) and billing, with respect to productions in the Supplemental Foreign Territory. Travel and accommodation provisions with respect to Supplemental Foreign Territories shall be as set forth in Section 9.08 of the printed APC, supplemented as follows: all flights shall be business class, and each party comprising Author shall be provided with mutually-approved first-class housing, ground transportation to and from all airports and a mutually-agreed upon per diem, and all bank charges relating to conversion will be borne by Supplemental Foreign Territory producer/licensee. (k) Author shall have approval of all translations and shall own the copyright in all translations as Author's sole and exclusive property, free from any liens and encumbrances, without obligation to any translator. 18.