VINTAGE MEDIA GRADING CORP 43 Wells Street Westerly, RI 02891 VINYL GRADING SERVICE AGREEMENT THIS IS YOUR SERVICE AGREEMENT (CONTRACT) WHICH DESCRIBES OUR SERVICES, AND LIMITS OUR LIABILITIES – PLEASE ENSURE YOU READ AND FULLY UNDERSTAND THESE TERMS AND CONDITIONS PRIOR TO SUBMITTING YOUR RECORD TO US FOR GRADING AND ENCASEMENT. This Media Grading Agreement (the “Agreement”) is between you (“Customer”) and Vintage Media Grading, Corp., a Rhode Island Corporation d/b/a Vintage Media Grading (“VMG”). Use of VMG’s vinyl record grading services signifies your Customer’s agreement to the terms and conditions set forth in this Agreement. 1. VMG Service. (a) Customer may submit vinyl phonorecords (“Records”) for grading by VMG on such terms and conditions as VMG may from time to time prescribe. VMG currently provides the grading and other related services at the prices set forth at www.vmgvinyl.com. As used herein and as applicable, “Records” shall also include all packaging, covers, and sleeves thereof. At Customer’s request, VMG may further permanently encase the Record in a protective plastic shell (the “Container”) and seal the Record via ultrasonic sealing method (collectively “Encasement”). (b) VMG will endeavor to grade Records within the time frame, if any, described at www.vmgvinyl.com. However, VMG shall have no liability whatsoever to customer or any other third party for incidental or consequential damages due to VMG’s failure to grade any Record within any time frame. Time frames described are estimates, and may be affected due to various factors outside VMG’s control (e.g. grader availability, product supply, excess demand, etc. . . ). (c) All grading submissions placed by Customer pursuant to this Agreement shall be made on VMG’s standard submission form available at www.vmgvinyl.com (as may be modified from time to time, the “Submission Form”), and shall be signed by Customer. The terms and conditions of this Agreement and in the Submission Form (regardless of whether an order is submitted on the Submission Form), shall apply to Customer’s grading submission, and shall constitute a legally binding and enforceable contract between the parties. (d) Customer’s submission of a Record to VMG for grading and Encasement (defined below) shall be deemed Customer’s warranty and representation to VMG, and VMG shall be deemed to be reasonably allowed to detrimentally rely on Customer’s such representation that, (i) Customer is the legal owner of the Record, and that Customer has legally obtained possession of such Record via bona fide means; (ii) the Record is not a counterfeit, bootleg, illegal reproduction; and (iii) the Record has not been tampered in such a manner to circumvent proper authenticating by VMG. (e) Customer shall be responsible for adequately insuring and shall bear all risk of loss or damage to any Record against loss, theft, damage or destruction in mailing, shipping or otherwise delivering such Record to VMG. For return shipment, at Customer’s option, either VMG will insure any Record and charge Customer for such insurance or Customer may obtain its own insurance. With respect to any Record insured by VMG, the provisions of Section 5 shall apply. 2. VMG Procedures. (a) VMG shall grade such Records submitted to it by Customer in accordance with VMG grading standards and under the procedures of VMG, as such procedures are in effect from time to time. The grade provided by VMG (the “Grade”) shall be subject to such criteria and rubrics as determined by VMG in its sole discretion, and available at www. vmgvinyl.com/products-and-services/ (the “Criteria”), which may be modified, improved, and enhanced by VMG from time-to-time in its sole discretion. (b) Customer acknowledges that such grading, the Grade provided, and the Criteria all involve individual judgments that are subjective and require the exercise of professional opinions, which may change from time to time. VINYL GRADING MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER ABOUT THE GRADE ASSIGNED, THE CRITERIA, NOR THEIR FITNESS OR USABILITY FOR ANY LEGAL, COMMERCIAL, OR TECHNICAL APPLICATION OR PURPOSE WHATSOEVER. ANY AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. (c) Customer acknowledges that VMG will not assign a Grade to any Record which, in the judgment of VMG, (i) is not legally the Customer’s Property, (ii) is an illegal reproduction or “bootleg”, or (iii) bears evidence of Doctoring, tampering, harsh cleaning, artificial toning, intentionally or artificially altered surfaces, or other similar intentional or artificial impairments, or appears to be of questionable authenticity. However, because the determination by VMG to reject such impaired Record will require a review by VMG’s grading experts, VMG will not refund the fee paid by Customer. VMG will not exclude for grading records which are bona-fide manufacturer (record label) “cutouts” or “deletions” and which have been marked accordingly (e.g. by being “corner-cut/clipped” or “hole punched” to indicate such deletion. (d) Customer acknowledges that VMG will not grade certain Records. VMG RESERVES THE RIGHT, AT ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY RECORD SUBMITTED BY CUSTOMER AND TO NOT GRADE SUCH RECORD. No grading fee will be payable for any such Records that are submitted to VMG. Such Record will not be placed in a Container. 3. Digitization for Personal Use / Format Shifting / “minting” as NFT on Blockchain. Upon Customer’s request and on Customer’s behalf, and solely for the purpose of providing Customer an exclusive, personal copy of the Record (to include all imperfections, cracks, and hisses, if any) and to allow customer to exercise its legal right of access to the contents of the Record in digital format for Customer’s personal enjoyment, VMG will digitize the Record for Customer, and in such event, Customer agrees, warrants, and represents that VMG’s agreement to digitize and provide such personal copy to Customer shall be subject to, and expressly conditional on Customer’s strict adherence and compliance with, the following: (a) AGENCY: Customer is designating VMG as its expressly authorized agent, on Customer’s behalf, and in Customer’s stead, to digitize one (1) (and solely 1) copy of the Record (the “Personal Copy”) prior to (if applicable) Encasing the Record into the Container requested by Customer. VMG shall determine the audio format to be used for such digitization. Customer shall be responsible for obtaining the necessary software to allow the private playback of the Personal Copy at Customer’s own expense. (b) PERSONAL USE: Customer acknowledges and agrees that the Personal Copy is for the preservation and archiving of the Record and its unique qualities and features, and solely for Customer’s exclusive, personal, non-public, non-commercial use and enjoyment and personal right of access to the Record. The Personal Copy shall at all times be deemed the same (personal) property or (chattel) as the physical copy of the Record, shall not have any separate value apart from the physical Record, and shall at all times be the legal property of the legal owner of the physical Record. (c) MINTING AS NFT: Further at Customer’s request and behest, VMG shall be authorized to create (or “mint”) a so-called “non-fungible token” intended to represent (and travel with) the Personal Copy, and which may or may not further contain information about the Grade and the Criteria for the purpose of recording the authenticity of such Grade and its association with the Record (the “NFT”). The NFT “minting” process will also include the permanent recording thereof (and the information contained therein) onto a de-centralized digital registry (or ledger), i.e. “Blockchain Network”. The NFT will also contain information which will point to and travel with the Personal Copy, so that the so-called “wallet” holding such NFT will also have access to the Personal Copy. It shall be Customer’s sole responsibility to “set up” such digital wallet (e.g. on OpenSea.io, Coinbase.Com, and other digital wallet providers), and provide Customer’s wallet “address” to VMG. (d) TRANSFER TO CUSTOMER: In connection with and concurrently with the return of the Record to Customer, VMG will “transfer” the NFT to the Customer’s digital wallet address provided by Customer. It shall be Customer’s sole responsibility to ensure the accuracy of the wallet address provided to VMG and to maintain all credentials (passwords) to such wallet at Customer’s own expense and peril. VMG shall have no liability, and Customer expressly releases any claims against VMG and shall hold it harmless in the event that an erroneous or defective wallet address is provided to VMG, or if Customer loses, misplaces, or otherwise loses access to Customer’s wallet credentials and passwords. (e) RESTRICTIONS ON THE TRANSFER OF THE PERSONAL COPY AND THE NFT THE PERSONAL COPY AND THE NFT MAY NOT BE COPIED, DISTRIBUTED, OR TRANSFERRED BY THE CUSTOMER EXCEPT SOLELY AS AND WHEN CUSTOMER TRANSFERS OWNERSHIP OF THE RECORD. Click here to acknowledge: ____ (i) No Copies: Customer shall not him/herself or allow any other party to make any additional copies or reproductions of the Personal Copy in any format or media under any circumstances. Only one copy of the Personal Copy shall at all times be kept and used for Customer’s private and personal use. (ii) No Distribution, Public Performance, or Adaptation: Customer shall not him/herself or allow any other party to distribute, publicly perform, or make any other “versions” or derivations of the Personal Copy under any circumstances. (iii) No Lending: Customer shall not him/herself or allow any other party to rent, lease, lend, or by any other act or practice cause the nature of rental, lease, or lending of, the Personal Copy under any circumstances. (f) INDEMNITY AND HOLD HARMLESS AGREEMENT: Customer hereby agrees to defend, indemnify, save, and hold VMG harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys’ fees) arising out of or connected with Customer’s violation of the foregoing, as well as any claim, demand or action (each, a “Claim”) in any way related to or based upon facts or allegations which, if true, would constitute a breach of any representation, warranty, covenant or agreement made by Customer in this Agreement. (g) RIGHT TO REFUSE: VMG shall have the right to refuse to digitize the Record, or to mint the NFT in its sole discretion and for any or no reason. 4. Customer’s Duty to Inspect. Upon its receipt of graded Records from VMG, Customer shall inspect all items promptly and carefully and shall notify VMG in writing within five (5) business days of any claimed discrepancies or errors in the submission received. In the event of any typographical or clerical error in the description of a Record or the Grade assigned to a Record, Customer will return such Record immediately to VMG for correction of the error at VMG’s expense. VMG’s determination as to whether there exists any error shall be final and binding. 5. Lost, Stolen or Damaged Records; LIMITED LIABILITY. (a) If VMG determines in its sole discretion that any Record submitted by Customer to VMG for grading was lost, stolen or damaged while in the possession or control of VMG, VMG will compensate Customer replacement value of the Record as determined in good faith by VMG with reference to publicly available replacement value pricing resources (e.g. DisCogs.Com). (b) LIMITED LIABILITY: IN NO EVENT SHALL THE REPLACEMENT VALUE OF A RECORD DETERMINED PURSUANT TO THIS SECTION 5 EXCEED THE INSURED VALUE OF SUCH RECORD AS REFLECTED ON THE SUBMISSION FORM. THE REMEDIES SET FORTH IN THIS SECTION 5 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES FOR A LOST, STOLEN OR DAMAGED RECORD, AND VINYL GRADING SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION DAMAGE, COSTS OF DELAY OR LOST PROFITS. 6. VMG Containers. (a) If Customer breaks open any VMG Container, it shall immediately return to VMG the VMG certification label and shall destroy such Container. VMG certification label shall at all times remain the property of VMG. If Customer comes into possession of any Container which is not completely sealed, Customer shall immediately return such Container to VMG. (b) Customer acknowledges and agrees that breaking Records out of VMG Containers involves the risk of personal injury, including without limitation, possible eye damage, lacerations, and the risk of damaging the Record. VMG SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY PERSONAL INJURY OR DAMAGE TO ANY RECORD, OR OTHERWISE, RESULTING FROM THE BREAKING OPEN OF A VMG CONTAINER. (c) If any Record is removed, inadvertently or intentionally, from its Container, it shall be treated by Customer and VMG as if it were never graded by VMG, and Customer acknowledges that such Record may no longer qualify for VMG grading. VMG shall have no obligation to assign to it, if it is submitted for grading a grade previously assigned to it. 7. Indemnification. In addition to the other indemnities provided herein, Customer shall indemnify, hold harmless and defend VMG and its stockholders, officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any and all demands, claims, actions, suits or other proceedings and any and all liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements and costs of investigating claims of alleged violations, arising from any failure of Customer to perform any of its obligations under this Agreement including, but not limited to, any damages, costs, expenses, or liabilities resulting from the submission of Doctored Records as referenced in Section 3. 8. Miscellaneous. (a) Notices. Any notice permitted or required under this Agreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited with the United States Postal Service, first class postage prepaid, addressed as follows, or to such other address as shall be duly given by notice meeting the requirements of this provision: VINTAGE MEDIA GRADING CORP P.O. Box 2416 Westerly, RI 02891 To Customer: At the address included in the Submission Form. (b) Either party may give any notice, request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, fax or email), but no such notice, request, demand, claim or other communication shall be deemed to have been duly given unless and until it actually is received by the party for whom it is intended. (c) Governing Law, Dispute Resolution, Venue. This Agreement is delivered and accepted in the State of Rhode Island and it is the intention of the parties that it be governed by and construed in accordance with the substantive laws of that State, without regard to conflicts of laws principles. Any dispute, controversy, or question arising under, out of, or relating to this Agreement (or the breach thereof) shall be resolved by binding arbitration in the State of Rhode Island in accordance with the rules and procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). and held before a sole arbitrator. The arbitration shall be binding with no right of appeal. The arbitration shall be commenced by filing a demand for arbitration with the administrator of JAMS and serving the demand on the responding party. Upon receipt of the demand for arbitration, JAMS will send a “Commencement Letter” acknowledging receipt of the demand. The responding party may file a response and/or a counter-claim within fifteen (15) calendar days of receipt of the demand. If no response is filed, all allegations of the demand shall be deemed denied. The parties shall select an arbitrator by mutual agreement through JAMS within thirty (30) calendar days of the date the demand for arbitration was filed. If the parties are unable to agree on the selection of an arbitrator within such time, the administrator of JAMS shall select an independent arbitrator pursuant to the pursuant to its Comprehensive Arbitration Rules and Procedures. The costs of arbitration, including the arbitrator’s fees, shall be borne equally by the parties to the arbitration, unless otherwise ordered by the arbitrator or agreed upon by the parties. The parties to this agreement further agree to abide by any award rendered by the arbitrator. Judgment on the award rendered by the arbitrator may otherwise be entered in any court having jurisdiction thereof. (d) Force Majeure. Each party shall be entitled to an extension of the date of any performance required of such party under this Agreement if the failure of the party to duly perform was solely because of a Force Majeure Event. “Force Majeure Event” shall be an act of God, riot, war, civil unrest, hostile fire, flood, earthquake, pandemic, interruption of services (including without limitation transportation and utility services) or other cause beyond a party’s reasonable control and anticipation (including without limitation, any mechanical, electronic, or communications failure, but excluding failure caused by a party’s financial condition or negligence), or any inability due to the aforementioned causes to obtain necessary labor, materials, facilities or products. (e) Entire Agreement/Written Amendments. This Agreement represents the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements between VMG and Customer relating to the subject matter hereof, and no prior understandings, customs or courses of dealings shall be binding on the parties hereto. This Agreement may be modified only by written instrument signed by both parties hereto. No waiver of any right hereunder shall be effective unless it is given in a written document or instrument signed by the party waiving such right. (f) Severability. If one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect in any jurisdiction, and such invalidity, illegality or unenforceability shall not adversely affect the respective interests of the parties hereto under this Agreement, then such invalidity, illegality or unenforceability in such jurisdictions shall not, to the fullest extent permitted by law, invalidate or render illegal or unenforceable such provision in any other jurisdiction, nor shall it affect any of the other terms and provisions of this Agreement. -x-x-x-x-