Common use of No Obligation to Exploit Clause in Contracts

No Obligation to Exploit. Nothing contained in this Agreement shall obligate Production Company to actually exercise or exploit any of the Rights or utilize any Compositions, the Play or any of Owner’s services, or the results and proceeds of the Series, the Rights or Owner’s services or to produce, distribute or otherwise exploit the Series. However, for clarification purposes, it is acknowledged that nothing in this Section 4.5 shall relieve Production Company of its other obligations hereunder, including, without limitation, payment obligations and obligations triggered by the production of the Series and any Motion Picture or any Other Series or exploitations of any Composition(s) hereunder. 4.6. Notwithstanding anything else contained in this Agreement, and strictly for the sake of clarity, Owner acknowledges and agrees that the Rights shall be effectively secured and the Option effectively exercised by Production Company at the time of Purchase, regardless of sums that may thereafter become due in the event that Production Company or its heirs or assigns subsequently produce any Motion Picture, Other Series or otherwise engage in some exploitation of certain Rights requiring specific additional fees, royalty and/or other payments hereunder in connection therewith. 5. Exploitations of Music Rights: Without limitation to any of the foregoing descriptions of “Rights” contained herein, as part of the “Rights” granted herein, Production Company shall have the full right and authority to use the various musical compositions and lyrics incorporated in the Play (each a “Composition” and collectively, the “Compositions”) in accordance with and subject to the payment of the corresponding Purchase Prices described above and further in accordance with following fees, terms and conditions, as applicable, in each instance: 5.1. Uses in the Series and Associated Grand Rights: Following Purchase, Production Company shall, for no additional consideration except as may be stipulated elsewhere herein, be vested with the perpetual and unlimited right throughout the universe to use all or any part(s) of the Compositions in connection with, and incorporate them into, the Series, including but not limited to the extent that any such uses may invoke an exercise of any so-called “grand rights” or “dramatic rights” insofar as such grand or dramatic right uses are solely in connection with the performance of all or parts of the Play in conjunction with the Series (e.g., where the Series is being filmed live before a studio audience, whether or not on a stage, and/or for no audience) and in connection with helping to raise initial financing for development and production of the Series (e.g., such as where parts of the Play are being performed live as part of an investor road show). Additionally, upon Purchase, Production Company shall also be vested with the full right and authority, for no additional consideration except as may be expressly described herein, to use one or more (or parts of) the Compositions as all or part of any Series theme song or score. In connection with and/or in addition to exercise of the foregoing Rights to use and exploit the Compositions with respect to the Series, Production Company shall be vested with the following rights to make use of the Compositions: 5.1.1. The nonexclusive, limited right, license, privilege, and authority to record in any manner, medium, form or language (whether now known or hereafter devised), throughout the universe, all or part(s) of all or any of the Compositions in synchronism or in timed-relation with the Series (and any fundraising therefor) and/or in the soundtrack of the Series produced by Production Company and/or its designee(s) for broadcast throughout the universe in any and all media now known or hereafter devised in perpetuity, and to make copies of such recordings and to import said copies and/or recordings thereof into any country, territory or jurisdiction throughout the universe, all in accordance with the terms, conditions and limitations hereinafter set forth; MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/THE KING’S CRITIQUE 10 5.1.2. The right, in perpetuity and throughout the universe, to publicly perform for profit or nonprofit and authorize others so to perform the Composition(s) in exhibition of the Series (and any fundraising activities therefor) to audiences on any screen and in any place or venue and by means of digital or other projection, television, electricity, digital transmission, streaming, Internet or any other technology now known or hereafter devised, to or through any screen, mobile device, console, platform or other device or technology now known or hereafter devised, including without limitation such rights to televise the Series into theaters and such other public places; 5.1.3.

No Obligation to Exploit. Nothing contained in this Agreement shall obligate Production Company to actually exercise or exploit any of the Rights or utilize any Compositions, the Play or any of Owner’s services, or the results and proceeds of the Series, the Rights or Owner’s services or to produce, distribute or otherwise exploit the Series. However, for clarification purposes, it is acknowledged that nothing in this Section 4.5 shall relieve Production Company of its other obligations hereunder, including, without limitation, payment obligations and obligations triggered by the production of the Series and any Motion Picture or any Other Series or exploitations of any Composition(s) hereunder. 4.6. Notwithstanding anything else contained in this Agreement, and strictly for the sake of clarity, Owner acknowledges and agrees that the Rights shall be effectively secured and the Option effectively exercised by Production Company at the time of Purchase, regardless of sums that may thereafter become due in the event that Production Company or its heirs or assigns subsequently produce any Motion Picture, Other Series or otherwise engage in some exploitation of certain Rights requiring specific additional fees, royalty and/or other payments hereunder in connection therewith. 5. Exploitations of Music Rights: Without limitation to any of the foregoing descriptions of “Rights” contained herein, as part of the “Rights” granted herein, Production Company shall have the full right and authority to use the various musical compositions and lyrics incorporated in the Play (each a “Composition” and collectively, the “Compositions”) in accordance with and subject to the payment of the corresponding Purchase Prices described above and further in accordance with following fees, terms and conditions, as applicable, in each instance: 5.1. Uses in the Series and Associated Grand Rights: Following Purchase, Production Company shall, for no additional consideration except as may be stipulated elsewhere herein, be vested with the perpetual and unlimited right throughout the universe to use all or any part(s) of the Compositions in connection with, and incorporate them into, the Series, including but not limited to the extent that any such uses may invoke an exercise of any so-called “grand rights” or “dramatic rights” insofar as such grand or dramatic right uses are solely in connection with the performance of all or parts of the Play in conjunction with the Series (e.g., where the Series is being filmed live before a studio audience, whether or not on a stage, and/or for no audience) and in connection with helping to raise initial financing for development and production of the Series (e.g., such as where parts of the Play are being performed live as part of an investor road show). Additionally, upon Purchase, Production Company shall also be vested with the full right and authority, for no additional consideration except as may be expressly described herein, to use one or more (or parts of) the Compositions as all or part of any Series theme song or score. In connection with and/or in addition to exercise of the foregoing Rights to use and exploit the Compositions with respect to the Series, Production Company shall be vested with the following rights to make use of the Compositions: 5.1.1. The nonexclusive, limited right, license, privilege, and authority to record in any manner, medium, form or language (whether now known or hereafter devised), throughout the universe, all or part(s) of all or any of the Compositions in synchronism or in timed-relation with the Series (and any fundraising therefor) and/or in the soundtrack of the Series produced by Production Company and/or its designee(s) for broadcast throughout the universe in any and all media now known or hereafter devised in perpetuity, and to make copies of such recordings and to import said copies and/or recordings thereof into any country, territory or jurisdiction throughout the universe, all in accordance with the terms, conditions and limitations hereinafter set forth; MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/THE KING’S CRITIQUE COYOTE 10 5.1.2. The right, in perpetuity and throughout the universe, to publicly perform for profit or nonprofit and authorize others so to perform the Composition(s) in exhibition of the Series (and any fundraising activities therefor) to audiences on any screen and in any place or venue and by means of digital or other projection, television, electricity, digital transmission, streaming, Internet or any other technology now known or hereafter devised, to or through any screen, mobile device, console, platform or other device or technology now known or hereafter devised, including without limitation such rights to televise the Series into theaters and such other public places; 5.1.3.

No Obligation to Exploit. Nothing contained in this Agreement shall obligate Production Company to actually exercise or exploit any of the Rights or utilize any Compositions, the Play or any of Owner’s services, or the results and proceeds of the Series, the Rights or Owner’s services or to produce, distribute or otherwise exploit the Series. However, for clarification purposes, it is acknowledged that nothing in this Section 4.5 shall relieve Production Company of its other obligations hereunder, including, without limitation, payment obligations and obligations triggered by the production of the Series and any Motion Picture or any Other Series or exploitations of any Composition(s) hereunder. 4.6. Notwithstanding anything else contained in this Agreement, and strictly for the sake of clarity, Owner acknowledges and agrees that the Rights shall be effectively secured and the Option effectively exercised by Production Company at the time of Purchase, regardless of sums that may thereafter become due in the event that Production Company or its heirs or assigns subsequently produce any Motion Picture, Other Series or otherwise engage in some exploitation of certain Rights requiring specific additional fees, royalty and/or other payments hereunder in connection therewith. 5. Exploitations of Music Rights: Without limitation to any of the foregoing descriptions of “Rights” contained herein, as part of the “Rights” granted herein, Production Company shall have the full right and authority to use the various musical compositions and lyrics incorporated in the Play (each a “Composition” and collectively, the “Compositions”) in accordance with and subject to the payment of the corresponding Purchase Prices described above and further in accordance with following fees, terms and conditions, as applicable, in each instance: 5.1. Uses in the Series and Associated Grand Rights: Following Purchase, Production Company shall, for no additional consideration except as may be stipulated elsewhere herein, be vested with the perpetual and unlimited right throughout the universe to use all or any part(s) of the Compositions in connection with, and incorporate them into, the Series, including but not limited to the extent that any such uses may invoke an exercise of any so-called “grand rights” or “dramatic rights” insofar as such grand or dramatic right uses are solely in connection with the performance of all or parts of the Play in conjunction with the Series (e.g., where the Series is being filmed live before a studio audience, whether or not on a stage, and/or for no audience) and in connection with helping to raise initial financing for development and production of the Series (e.g., such as where parts of the Play are being performed live as part of an investor road show). Additionally, upon Purchase, Production Company shall also be vested with the full right and authority, for no additional consideration except as may be expressly described herein, to use one or more (or parts of) the Compositions as all or part of any Series theme song or score. In connection with and/or in addition to exercise of the foregoing Rights to use and exploit the Compositions with respect to the Series, Production Company shall be vested with the following rights to make use of the Compositions: 5.1.1. The nonexclusive, limited right, license, privilege, and authority to record in any manner, medium, form or language (whether now known or hereafter devised), throughout the universe, all or part(s) of all or any of the Compositions in synchronism or in timed-relation with the Series (and any fundraising therefor) and/or in the soundtrack of the Series produced by Production Company and/or its designee(s) for broadcast throughout the universe in any and all media now known or hereafter devised in perpetuity, and to make copies of such recordings and to import said copies MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/O’DANIEL, MANZAY, XXXXXX/ONCE UPON A RHYME 10 and/or recordings thereof into any country, territory or jurisdiction throughout the universe, all in accordance with the terms, conditions and limitations hereinafter set forth; MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/THE KING’S CRITIQUE 10 5.1.2. The right, in perpetuity and throughout the universe, to publicly perform for profit or nonprofit and authorize others so to perform the Composition(s) in exhibition of the Series (and any fundraising activities therefor) to audiences on any screen and in any place or venue and by means of digital or other projection, television, electricity, digital transmission, streaming, Internet or any other technology now known or hereafter devised, to or through any screen, mobile device, console, platform or other device or technology now known or hereafter devised, including without limitation such rights to televise the Series into theaters and such other public places; 5.1.3.

No Obligation to Exploit. Nothing contained in this Agreement shall obligate Production Company to actually exercise or exploit any of the Rights or utilize any Compositions, the Play or any of Owner’s services, or the results and proceeds of the Series, the Rights or Owner’s services or to produce, distribute or otherwise exploit the Series. However, for clarification purposes, it is acknowledged that nothing in this Section 4.5 shall relieve Production Company of its other obligations hereunder, including, without limitation, payment obligations and obligations triggered by the production of the Series and any Motion Picture or any Other Series or exploitations of any Composition(s) hereunder. 4.6. Notwithstanding anything else contained in this Agreement, and strictly for the sake of clarity, Owner acknowledges and agrees that the Rights shall be effectively secured and the Option effectively exercised by Production Company at the time of Purchase, regardless of sums that may thereafter become due in the event that Production Company or its heirs or assigns subsequently produce any Motion Picture, Other Series or otherwise engage in some exploitation of certain Rights requiring specific additional fees, royalty and/or other payments hereunder in connection therewith. 5. Exploitations of Music Rights: Without limitation to any of the foregoing descriptions of “Rights” contained herein, as part of the “Rights” granted herein, Production Company shall have the full right and authority to use the various musical compositions and lyrics incorporated in the Play (each a “Composition” and collectively, the “Compositions”) in accordance with and subject to the payment of the corresponding Purchase Prices described above and further in accordance with following fees, terms and conditions, as applicable, in each instance: 5.1. Uses in the Series and Associated Grand Rights: Following Purchase, Production Company shall, for no additional consideration except as may be stipulated elsewhere herein, be vested with the perpetual and unlimited right throughout the universe to use all or any part(s) of the Compositions in connection with, and incorporate them into, the Series, including but not limited to the extent that any such uses may invoke an exercise of any so-called “grand rights” or “dramatic rights” insofar as such grand or dramatic right uses are solely in connection with the performance of all or parts of the Play in conjunction with the Series (e.g., where the Series is being filmed live before a studio audience, whether or not on a stage, and/or for no audience) and in connection with helping to raise initial financing for development and production of the Series (e.g., such as where parts of the Play are being performed live as part of an investor road show). Additionally, upon Purchase, Production Company shall also be vested with the full right and authority, for no additional consideration except as may be expressly described herein, to use one or more (or parts of) the Compositions as all or part of any Series theme song or score. In connection with and/or in addition to exercise of the foregoing Rights to use and exploit the Compositions with respect to the Series, Production Company shall be vested with the following rights to make use of the Compositions: 5.1.1. The nonexclusive, limited right, license, privilege, and authority to record in any manner, medium, form or language (whether now known or hereafter devised), throughout the universe, all or part(s) of all or any of the Compositions in synchronism or in timed-relation with the Series (and any fundraising therefor) and/or in the soundtrack of the Series produced by Production Company and/or its designee(s) for broadcast throughout the universe in any and all media now known or hereafter devised in perpetuity, and to make copies of such recordings and to import said copies MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/O’DANIEL, MANZAY, MXXXXX/ONCE UPON A RHYME 10 and/or recordings thereof into any country, territory or jurisdiction throughout the universe, all in accordance with the terms, conditions and limitations hereinafter set forth; MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/THE KING’S CRITIQUE 10 5.1.2. The right, in perpetuity and throughout the universe, to publicly perform for profit or nonprofit and authorize others so to perform the Composition(s) in exhibition of the Series (and any fundraising activities therefor) to audiences on any screen and in any place or venue and by means of digital or other projection, television, electricity, digital transmission, streaming, Internet or any other technology now known or hereafter devised, to or through any screen, mobile device, console, platform or other device or technology now known or hereafter devised, including without limitation such rights to televise the Series into theaters and such other public places; 5.1.3.

No Obligation to Exploit. Nothing contained in this Agreement shall obligate Production Company to actually exercise or exploit any of the Rights or utilize any Compositions, the Play or any of Owner’s services, or the results and proceeds of the Series, the Rights or Owner’s services or to produce, distribute or otherwise exploit the Series. However, for clarification purposes, it is acknowledged that nothing in this Section 4.5 shall relieve Production Company of its other obligations hereunder, including, without limitation, payment obligations and obligations triggered by the production of the Series and any Motion Picture or any Other Series or exploitations of any Composition(s) hereunder. 4.6. Notwithstanding anything else contained in this Agreement, and strictly for the sake of clarity, Owner acknowledges and agrees that the Rights shall be effectively secured and the Option effectively exercised by Production Company at the time of Purchase, regardless of sums that may thereafter become due in the event that Production Company or its heirs or assigns subsequently produce any Motion Picture, Other Series or otherwise engage in some exploitation of certain Rights requiring specific additional fees, royalty and/or other payments hereunder in connection therewith. 5. Exploitations of Music Rights: Without limitation to any of the foregoing descriptions of “Rights” contained herein, as part of the “Rights” granted herein, Production Company shall have the full right and authority to use the various musical compositions and lyrics incorporated in the Play (each a “Composition” and collectively, the “Compositions”) in accordance with and subject to the payment of the corresponding Purchase Prices described above and further in accordance with following fees, terms and conditions, as applicable, in each instance: 5.1. Uses in the Series and Associated Grand Rights: Following Purchase, Production Company shall, for no additional consideration except as may be stipulated elsewhere herein, be vested with the perpetual and unlimited right throughout the universe to use all or any part(s) of the Compositions in connection with, and incorporate them into, the Series, including but not limited to the extent that any such uses may invoke an exercise of any so-called “grand rights” or “dramatic rights” insofar as such grand or dramatic right uses are solely in connection with the performance of all or parts of the Play in conjunction with the Series (e.g., where the Series is being filmed live before a studio audience, whether or not on a stage, and/or for no audience) and in connection with helping to raise initial financing for development and production of the Series (e.g., such as where parts of the Play are being performed live as part of an investor road show). Additionally, upon Purchase, Production Company shall also be vested with the full right and authority, for no additional consideration except as may be expressly described herein, to use one or more (or parts of) the Compositions as all or part of any Series theme song or score. In connection with and/or in addition to exercise of the foregoing Rights to use and exploit the Compositions with respect to the Series, Production Company shall be vested with the following rights to make use of the Compositions: 5.1.1. The nonexclusive, limited right, license, privilege, and authority to record in any manner, medium, form or language (whether now known or hereafter devised), throughout the universe, all or part(s) of all or any of the Compositions in synchronism or in timed-relation with the Series (and any fundraising therefor) and/or in the soundtrack of the Series produced by Production Company and/or its designee(s) for broadcast throughout the universe in any and all media now known or hereafter devised in perpetuity, and to make copies of such recordings and to import said copies and/or recordings thereof into any country, territory or jurisdiction throughout the universe, all in accordance with the terms, conditions and limitations hereinafter set forth; MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/THE KING’S CRITIQUE 10 5.1.2. The right, in perpetuity and throughout the universe, to publicly perform for profit or nonprofit and authorize others so to perform the Composition(s) in exhibition of the Series (and any fundraising activities therefor) to audiences on any screen and in any place or venue and by means of digital or other projection, television, electricity, digital transmission, streaming, Internet or any other technology now known or hereafter devised, to or through any screen, mobile device, console, MUSICAL OPTION & PURCH. AGREEMENT – OPENING NIGHT ENTERPRISES, LLC/ LEGENDS OF ARAHMA 10 platform or other device or technology now known or hereafter devised, including without limitation such rights to televise the Series into theaters and such other public places; 5.1.3.