Managed X Thabiso (PTY) LTD – Exclusive Management Agreement 1

EXCLUSIVE MANAGEMENT AGREEMENT

DATE: 1 February 2023 (the “Effective Date”)

Parties:

1. MANAGED X THABISO (PTY) LTD (“MANAGEMENT”)

Reg No.: 2017/277249/07
2 Villa Theresa
Milford Road
Douglasdale, Sandton
2091
Email: thabiso@emextee.com

And

2. Mathabatha Glen Tjale (“ARTIST”)

ID No.: 030929 5682 087
6651 Napasadi Cresent
Ext 21 Mahube Valley
Mamelodi East
0122
Email: majozi012@yahoo.com

The artist: _____ Management: _______

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INDEX

THE OPERATIVE PROVISIONS 3

1. Definitions and interpretation 3

2. Grant of rights 5
3. Limitations of the grant of rights 7
4. Warranties and representations 8
5. Artist and management relationship 10
5.1 Legal 10
5.2 Management’s undertaking 10
5.3. Artist’s personality rights 11
5.4. Sale and use of the artist’s services outside South Africa 11
5.5. Artist career growth and the impact of growth 12
5.6 Term 13
5.7 Accounts and payments 13
5.8 Media 15
5.9 Tax 15
6. General 16
6.1. Notices 16
6.2 Force majeure 16
6.3 Governing law 17
6.4 Indemnity 17
6.5 Assignment 18
6.6 Termination and Breach 18
6.7. Miscellaneous 19

THE FIRST SCHEDULE 22

A. Costs to be recovered by management 22

The artist: _____ Management: _______

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THE OPERATIVE PROVISIONS

1. Definitions and interpretation

1.1 In this Agreement, the singular shall include the plural, natural persons shall include juristic
persons and vice versa and the masculine gender shall include the feminine gender and vice
versa.

1.2 In this Agreement, the following terms shall bear the following meanings:

1.2.1 “Acts” means the Copyright Act 98 of 1978 and the Regulations (as amended) and
includes the Performer’s Protection Act 11 of 1967.

1.2.2 “Artist” means Mathabatha Glen Tjale PKA “TJ MENGUS”, whose skill is that of a
performing artist and vocalist.

1.2.3 “Artist’s Services” means all and any activities related directly or indirectly to the artist’s
abilities, skills, and potential to produce, be published, be recorded, program, perform,
sing, act, dance, model, endorse, merchandize, record, broadcast, author and otherwise
exploit his personality rights, creative abilities. performance capacity and output in all
media and formats now hereinafter known.

1.2.4 “Effective Date” means 1st February 2023 the date this Agreement commences,
notwithstanding the date of signatures hereto.

1.2.5 “Gross Income” means all income generated by the Artist’s Services excluding any
income paid by a purchaser in respect of production, transport or other costs, or VAT, to
deliver the artist’s services.

1.2.6 “Manage” means the exclusive right to administer, negotiate, structure, strategize,
contract, agent, invoice, distribute receipts, collect income, market, sell and otherwise
exploit the artist’s services hereunder.

1.2.7 “Management Fee” means the fee referred to as such in the first schedule:

1.2.8 “Media” means collectively both forms of mass communication as well as forms of niche
communication.

The artist: _____ Management: _______

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1.2.9 “Music Producer” means a party who records music, sounds, instrumentation, and vocals,
who may also remix, and who is responsible for the sound of a sound recording. A music
producer is credited as a “producer” in respect of any sound recordings produced by the music
producer alone and is credited as a “co-producer” in respect of any sound recordings
produced by the music producer with another or others.

1.2.10 “Music Publisher” means a company whose business is primarily the publishing and/or sub-
publishing of musical works and literary works.

1.2.11 “Net income” means the income due to the artist after deduction of the management fee as
per the first schedule hereto and prior to the payment of any tax due by the artist.

1.2.12 “New Media” means digital, internet and electronic formats, domains, media, and carriers
and includes social media and networks, chat platforms, digital streaming services,
websites, and other customer, corporate, governmental, organizational, professional and
community networks. By way of example Skype, Zoom, YouTube, Spotify, Deezer, Vevo,
iTunes, Apple Music, Instagram, Facebook, TikTok, Twitter and the likes are all New
Media.

1.2.13 “Record Label” means a company whose business is primarily the recording and release of
sound recordings and music videos.

1.2.14 “Represent” means, in the context of the artist’s services the exclusive right to act for, stand
for and speak for the artist.

1.2.15 “SARS” means the South African Revenue Service.

1.2.16 “Sound Recording” has the meaning as defined in the acts and in addition shall mean a
recording of sounds from which the sounds may be reproduced, or a recording of the whole or
any part of a literary, dramatic or musical work, from which sounds reproducing the work or
part may be produced, regardless of the medium on which the recording is made (which may
include, but is not limited to a computer programme) or the method by which the sounds are
reproduced or produced.

1.2.17 “Musical Work” and “Literary Work” – has the meanings respectively as defined in the acts

1.2.18 “Parties” means the artist and management collectively.

The artist: _____ Management: _______

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1.2.19 “Personality Rights” means all rights in and to the name, image, likeness, voice, depiction,
characterization, and sobriquet (stage name) of the artist.

1.2.20 “Term” means the period as per clause 5.6.

1.2.21 “Territory” shall mean the world.

1.3 The headings in this agreement are intended for convenience only and are not to be taken in
consideration with the construction hereof.

2. Grant of rights

2.1 The artist hereby grants to management, the following exclusive rights for the term and
for the territory:

2.1.1 To manage and represent the artist as detailed herein, and to advise, guide and direct
the artist on all aspects related to the artist’s services.

2.1.2 To advise the artist on the market and orientation with and to the market, including but
not limited to on the following:

2.1.2.1 Business operating structure and knowledge

2.1.2.2 Technical and production issues
2.1.2.3 Repertoire
2.1.2.4 Trends
2.1.2.5 Profile
2.1.2.6 Networking
2.1.2.7 Lifestyle
2.1.2.8 Best practices
2.1.2.9 Market communication and new media
2.1.2.10 Customer orientation
2.1.2.11 Collaborations

2.1.3 Organization of all logistics for 2.1.1 and 2.1.2 above

2.1.4 To do all the following and to use all reasonable efforts in the performance of the
following in relation to the artist’s services hereunder:

The artist: _____ Management: _______

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2.1.4.1 marketing, selling, agenting, sourcing, quoting, negotiating, and securing

performance contracts (between management and any purchaser in the territory) for
engagements for the artist’s performance.

2.1.4.2 marketing, selling, agenting, sourcing, quoting, negotiating, and securing appearance
contracts (between management and any purchaser in the territory) for engagements
for the artist’s appearance.

2.1.4.3 marketing, selling, agenting, sourcing, quoting, negotiating, and securing personality
rights contracts (between management and any purchaser in the territory) for
commercial and non-commercial engagements by third parties with the artist’s
personality rights in all media and formats.

2.1.4.4 marketing, selling, agenting, sourcing, quoting, negotiating, and securing new media
and social network contracts and relationships (between management and any
purchaser in the territory) for commercial and non-commercial engagements by third
parties with the artist’s personality rights.

2.1.4.5 implementing all contracts as referred to in clauses 2.1.4.1 to 2.1.4.4 (inclusive)

above, including the collection of payment for such.

2.1.4.6 liaising, negotiating, and coordinating relationships and/or agreements with the
artist’s record label and music publisher.

2.1.4.7 research and facilitate all travel logistics in respect of all the artist’s engagements (it
being understood that management shall not be responsible for artist’s transportation
between artist’s residence and local airport).

2.1.4.8 ensure technical equipment and production requirements are met, as far as is
reasonably possible, as per the artist’s production and technical rider (see the second
schedule);

2.1.4.9 promote and publicise artist’s name and talents to purchasers.

2.1.4.10 provide artist with itinerary details before any travel to any engagement.

2.1.4.11 carry on business correspondence on artist’s behalf in relation to the services

hereunder.

2.1.4.12 cooperate with the artist’s auditors, business affairs and legal counsel as and when
required.

The artist: _____ Management: _______

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2.1.4.13 As regards travel across borders, liaising with various authorities in respect of
necessary Visa requirements, and ensuring that Visa requirements are met and
cleared for all performances hereunder.

2.1.4.14 maintain adequate bookkeeping, accounting and audit systems and audit compliance
with respect to all receipts collected on the artist’s behalf hereunder.

2.1.4.15 Collect all receipts in respect of all contracts issued hereunder.

2.1.4.16 To liaise and direct the preparation of artist’s monthly accounts, accounts receivable
and accounts payable, in conjunction with the auditors, and maintain proper books
and accounts, in accordance with SARS regulations.

2.1.4.17 To liaise, communicate and co-ordinate with the artist’s record label and publisher
any requirements from the artist’s record label and publisher.

2.1.5 To manage and conduct all communications in respect of artist’s services, and to liaise
and deal with any third-party query or claim in respect of the artist’s services.

2.1.6 To facilitate and co-ordinate all logistics and arrangements with the artist.

2.1.7 To manage the artist’s business affairs as applicable in respect of all agreements
involving the artist’s copyrights and other intellectual property rights.

2.2 To the extent permissible in law, the rights granted in clause 2.1.4 above are granted by
the artist to management via means of an exclusive license.

3. Limitations of the grant of rights

3.1 during the term, management shall consult and or notify the artist prior to negotiating any
of the following:

3.1.1 Use of personality rights for product and service endorsements, association and/or
relationships.

3.1.2 Notwithstanding that management has the liaison and negotiation responsibility with the
artist’s music publisher, publishing rights in and to musical, dramatic and literary rights, or
parts thereof, authored and created by the artist during the term of this agreement are the
subject of a separate publishing agreement, as per clause 4.2.7 below.

The artist: _____ Management: _______

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3.1.3 Notwithstanding that management has the liaison and negotiation responsibility with the
artist’s record label, the sound recording and cinematographic film rights in and to the
performance of the artist on any sound recording and/or cinematographic film; including
but not limited to music videos made during the term of the agreement are the subject of
a separate artist agreement, as per clause 4.2.8 below.

3.2 Management shall not have any rights to represent the artist’s obligations with SARS, nor
have any rights with respect to the artist’s personal banking, medical and insurance.

4. Warranties and representations

4.1 The artist hereby warrants and represents that:

4.1.1 The artist has the full right, power, and authority to enter into the agreement and to grant
to management the rights herein-above set forth upon the terms and conditions herein
set out and shall not derogate from the grant of such rights.

4.1.2 There is no suit, action, claim or other legal or administrative proceedings now pending or
threatened which would directly or indirectly affect any of the services to be rendered
hereunder and/or which might in any way impair management’s ability to service the
rights granted hereunder.

4.1.3 All provisions affecting the artist hereunder shall be binding on any company or business
entity owned by, controlled by, or affiliated with the artist in whole or in part, directly or
indirectly.

4.1.4 The artist will not offer any of the exclusive rights granted to management under
exclusive license as outlined in this agreement to any third party during the term of this
agreement, especially in any manner whose outcome is to exclude, prejudice and deprive
management, with or without intent.

4.1.5 The artist will fulfill all third-party obligations, as detailed and/or organized and/or
facilitated by management hereunder.

4.1.6 The artist understands that mutual trust between the parties is an essential ingredient to
the productivity, success, and sustainability of this agreement.

The artist: _____ Management: _______

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4.1.7 The artist will not unreasonably withhold any consent reasonable requested by
management

4.1.8 The artist acknowledges that all artist performances and grant of rights to management
hereunder occur in the context of the acts and in that regard.

4.2 Management hereby warrants and represents that:

4.2.1 Management has full right, power, and authority to enter into the agreement and to grant
to management the rights herein-above set forth upon the terms and conditions herein
set out and shall not derogate from the grant of such rights.

4.2.2 There is no suit, action, claim or other legal or administrative proceedings now pending or
threatened which would directly or indirectly affect any of the services to be rendered
hereunder and / or which might in any way impair management’s ability to service the
rights granted hereunder.

4.2.3 All provisions affecting management hereunder shall be binding on any company or
business entity owned by, controlled by, or affiliated with management in whole or in part,
directly or indirectly.

4.2.4 It will maintain, during the term of this agreement, proper books of account in accordance
with generally accepted accounting principles in South Africa and in compliance with law.

4.2.5 It understands that mutual trust between the parties is an essential ingredient to the
productivity, success, and sustainability of this agreement.

4.2.6 It will not unreasonably withhold any consent reasonable requested by the artist.

4.2.7 The works of the artist are published via a separate publishing agreement, and all related
incomes due to the artist as an author, composer and/or arranger, shall form part of gross
income in this agreement. All responsibilities and obligations shall not form the part of, or
be included under this agreement, being directly between the artist and the publisher.

4.2.8 The works of the artist are recorded via a separate artist agreement, and all related
incomes due to the artist as a performer on recordings, shall form part of gross income in
this agreement as gross income. All responsibilities and obligations shall not form the

The artist: _____ Management: _______

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part of, or be included under this agreement, being directly between the artist and the
record label.

4.2.9 Management acknowledges that all artist performances and grant of rights hereunder
occur in the context of the acts.

5. Artist and Management relationship

5.1 Legal

5.1.1 Nothing in this agreement shall constitute or be deemed to constitute a partnership

between the parties hereto. The artist, in performing any services in connection with this
agreement is and shall be deemed to be an independent contractor, and nothing in this
agreement shall in any way constitute the artist being an agent or employee of
management

5.2 Management’s undertaking

5.2.1 Management undertakes to use all reasonable endeavors, in respect of the artist’s
services hereunder for the benefit of the artist and the artist’s career, inter alia, by
seeking to obtain the following however failure to obtain any of the following shall not be
a material breach.

5.2.1.1 Marketing and Promotion; and or

5.2.1.2 Valuation, negotiation, and settlement; and or
5.2.1.3 The planning and implementation of ongoing promotional and marketing activities on
the artist’s behalf with buyers, music distributors and the like. management will liaise
directly with such buyers, music distributors and the like in respect of such activities;
and/or
5.2.1.4 The broadening of the artist’s profile in the market with specific emphasis on:
5.2.1.4.1 New Media and social networking opportunities.
5.2.1.4.2 Sponsorship, association, and endorsement opportunities.
5.2.1.4.3 New Media numbers growth.
5.2.1.4.4 Collaborations, features, and production.
5.2.1.4.5 Personality rights licensing.
5.2.1.4.6 Sync opportunities.
5.2.1.4.7 Merchandise opportunities.
5.2.1.4.8 Songwriting and programming opportunities.

The artist: _____ Management: _______

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5.2.1.5 The facilitation with the artist’s record company of so-called ‘in-store promotions’ and
‘store visits’ and ‘personal or group appearances’ with respect to music industry retail
outlets, media and the like; and
5.2.1.6 All other marketing activities whose general purpose and object is to further the
career of the artist, and to maximize the artist’s services.

5.3 Artist’s personality rights

5.3.1 The artist agrees and irrevocably consents, during the term only, to the exclusive right by
management to use (in connection with the marketing, promotion and in publicity of the
artist and the artist’s services) and license (for commercial and non-commercial
purposes) the personality rights of the artist. this includes the right to exclusive licensing
of the artist’s personality rights for all uses envisaged by this agreement. such use will be
at no cost or liability to management and is essential for the productivity of this
agreement. this consent includes use in the medium of the internet and is granted to
management via exclusive license

5.3.2 Notwithstanding anything to the contrary contained herein, the artist, who conceived and
created the professional name of the artist, “DJ The MXO” is the sole and exclusive
owner of the professional name as of the effective date, whether the professional name is
registered as a trademark or not, to give effect to management’s rights in respect of the
artist’s personality rights hereunder during the term.

5.4 Sale and use of the artist’s services outside South Africa

5.4.1 Both management and the artist agree that regional and international opportunities for
deployment of the artist’s services, whilst not easy to secure, are of vital importance to
the growth of the artist’s career.

5.4.2 Management in the normal course of business will field and ensure all and any demand
for the artist’s services is promptly addressed and where and whenever possible,
secured.

5.4.3 Depending on the professional growth of the artist, the parties may agree at any point
during the term, that it be prudent to engage the services of third-party booking
agencies/agents/management, on a territorial basis, to book performances and
appearances for the artist, which services will come at a cost.

The artist: _____ Management: _______

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5.4.4 If it becomes appropriate, prudent, and reasonable management will, after discussion
with the artist, consider as to how best to accommodate the third-party cost as per clause
5.4.3 above. when it comes to management appointing a dedicated territorial booking
agent in respect of the artist, and the costs thereof in respect of the meaning of “gross
income” hereunder, such costs shall, like vat, not be included in as “gross income”
hereunder.

5.5 Artist career growth and the impact of growth

5.5.1 The parties acknowledge and agree that the primary purpose of this agreement is to grow
the artist’s career and if the parties are successful in this regard, the circumstances
arising will not be the same as those present at the effective date of this agreement.

5.5.2 Specifically grow the artist’s career, in the context of this agreement is understood in
three (3) ways:

5.5.2.1 Public stature and market relevance on a local, provincial, national, regional, and
international basis.
5.5.2.2 Professionalism as an artist.
5.5.2.3 Income.

5.5.3 With respect to 5.5.2.1, this is understood specifically firstly by market demand for the
artist and calls coming in for the artist which is determined not by hype but by the work of
the artist, the songs, and recordings and secondly by the artist’s new media numbers.
Critical to the growth of the artist is the personal attention and interest of the artist in the
artist’s new media. When advertisers and the other organizations make decisions to work
with the artist a large part of the decision is driven by the artist’s new media numbers
which is often referred to as “market relevance”.

5.5.4 With respect to clause 5.5.2.2 above, whilst this intensely personal to the artist in most
ways, the results of a growth in professionalism can be observed by media, the trade,
and others in respect of a lack of negative media, punctuality, responsiveness to
communications, stage performance etc. the artist has the option and is encouraged to
make and take time and effort on their personal professionalism, whether via training,
expert teaching, workshops or otherwise.

5.5.5 With respect to clause 5.5.2.3 above, growth in income is understood purely by the
amount being paid by management to the artist. It is this area of growth from an

The artist: _____ Management: _______

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agreement point of view which the Parties understand and agree that has an impact on
relations between the Parties and the workings of this agreement.

5.5.6 In consultation with management’s auditors, when the gross income due to the artist has
first exceeded R100 000.00 (one hundred thousand rand) per month, the artist agrees to
corporatize and to understand the statutory controls and compliances arising. For tax
efficiency particularly and to prepare the artist to handle and manage the types of larges
incomes that come with success generally, this requirement of the artist to structure
effectively for a successful future is critical to growth of the artist’s career and
management’s implementation of the agreement.

5.6 Term

5.6.1 The Term of this agreement shall be for two (2) years, commencing on the effective date,
and with either party having the options as per clause 6.6 below. This period shall be
automatically extended for successive one (1) year periods unless a prior notice by
registered mail is sent to the other party no later than 6 months before the starting date of
each extended period.

5.6.2 If the Parties wish to continue this relationship after the option period, if taken up, then
the Parties will negotiate in good faith.

5.7 Accounts and payments

5.7.1 Management shall be entitled, in respect of exploitation of the artist’s services by

management and of management’s sole right to collect the income generated by the
artist’s services, to fees set out in the first schedule hereto. Such fees shall become due
and shall be payable only when and as set out in the first schedule hereto and below.

5.7.2 Management shall keep proper books and records of account in respect of all
management marketing and sale of the artist’s services as per this agreement.

5.7.3 The rates provided for in the first schedule hereto shall be computed upon one hundred
per cent (100%) of the gross income received by or credited to management (or the artist
as the case may be) and which are directly and identifiably attributable to the artist in the
territory after allowing for the following deductions only:

5.7.3.1 VAT and other similar taxes required to be deducted in any part of the territory.

The artist: _____ Management: _______

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5.7.3.2 Technical and production costs.

5.7.4 Management shall pay the artist, as per the first schedule the share of the gross income
received by management, from its (and others) marketing and sales of the artist’s
services hereunder, subject to the following: -

5.7.4.1 The prior recoupment by management, at its discretion, of all monies advanced,
loaned and/or otherwise lent to the artist, subject always to the National Credit
Regulations.
5.7.4.2 The settlement of any tax obligations that may be due from the artist in respect of
artist’s share of the gross income arising from management’s marketing and sales of
the artist’s services.
5.7.4.3 The deduction of any actual transport, communication, travel, and entertainment
costs outside of such covered by third parties.
5.7.4.4 Monthly payment to the artist in arrears of all net income received after deduction of
the amounts as per the first schedule.

5.7.5 Any income received by management as a deposit for a date or act to be performed by
the artist in the future is income held in trust until the date or act to be performed has
been implemented and concluded, and thus not included in the definition of gross income
hereunder. Such income becomes gross income hereunder once the date or act to be
performed by the artist has been delivered or concluded.

5.7.6 All statements and all other accounts rendered by management to the artist shall be
binding upon the artist and not subject to any objection by the artist for any reason unless
specific objection in writing stating the basis thereof is given to management within three
(3) years from the date rendered.

5.7.7 The artist shall have the right, at the artist’s expense, to have a firm of independent
registered auditors, attorneys, business advisors and/or business affairs at reasonable
hours and on reasonable notice, but not more than once during each year, conduct an
examination of management’s books and records of account relating to the marketing
and sale hereunder of the artist’s services by management.

5.7.8 If the said examination establishes that the total amount of paid or credited to the artist
in respect of the period covered by the examination falls short of the amount which
should have been paid or credited by the greater of R10 000.00 (ten thousand rand),
management shall pay the reasonable direct professional costs (excluding travelling,

The artist: _____ Management: _______

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accommodation and subsistence expenses) of the accountant conducting the

examination provided that the costs so payable by management shall not in any event
exceed R15 000.00 (fifteen thousand rand) and shall not be taken into account in
computing the extent of any underpayment.

5.7.9 For the avoidance of doubt, management will be entitled, during the term, to collect one
hundred percent of the income in respect of, and due to or from, the artist’s services
hereunder or any form of exploitation thereof. This sub-clause is read in conjunction with,
and subject to, clause 4.2.7 and clause 4.2.8 above in which cases the artist receives
income directly.

5.8 Media

5.8.1 The parties agree that media in general and new media specifically, form a critical and
extremely important element for the artist’s capacity to communicate to fans and
customers and to receive feedback from same.

5.8.2 The parties further agree that a maxim of the media, being “everything you say will be
used against you – careful what you say” has a significant bearing and influence on the
artist’s career.

5.8.3 Given that interacting and talking with various media for various reasons related to the
artist and the artist’s services are on-going features in the artist’s calendar. In this regard
the artist undertakes, to the best of their ability, to: -

5.8.3.1 Take the time and make the effort to understand the ‘art of the interview’ which is
widely known as “answer the question”.

5.8.3.2 Keep him/her or themselves well informed as to current affairs to respond to

questions that may arise.

5.8.3.3 Be stylish when the media interaction calls for face – face and/or live interaction.

5.8.3.4 Be considerate, respectful, mindful, and courteous of the person(s) conducting the
media interaction.

5.8.3.5 Be punctual and communicate if punctuality is in any way compromised.

The artist: _____ Management: _______

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5.9 Tax

5.9.1 The parties will respect and abide by all SARS regulations concerning the artist’s paye
and/or any other deductions required under South African law.

5.9.2 The parties agree without reservation that the parties are obliged to be compliant with
and will abide by, always during the term, SARS regulations concerning the net income of
the artist, making the requisite deductions, paying SARS as per the deductions, filing the
necessary SARS forms and keeping accurate and accessible records.

5.9.3 The artist understands and agrees that if the artist breaches SARS regulations, as a
public figure, such actions have material ramifications in respect of the artist’s career,
notwithstanding this agreement.

6. General

6.1 Notices

6.1.1 Any notices to be served hereunder may be served:

6.1.1.1 By sending the same pre-paid registered or recorded delivery post to the address of
the party to be served as set out above or to any other address notified to the other
Party by notice in accordance with this clause. Any such notice shall be deemed
served seven (7) days after the date of posting a such letter; or

6.1.1.2 By delivering the same by hand to an address as set out on the first page of this
agreement above. Any such notice shall be deemed served on the day of delivery
thereof; or

6.1.1.3 By sending the same via email an address as set out on the first page of this
agreement above. Any such notice shall be deemed served on the day of delivery
thereof.

6.1.2 The Parties may, during the term, change their respective addresses by written notice to
the other.

The artist: _____ Management: _______

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6.2 Force Majeure

6.2.1 If either Party’s material performance hereunder is substantially delayed or becomes

impossible or impractical because of or by reason of any act of God, fire, earthquake,
strike, civil commotion, acts of government or any order ruling or action of any labour
union or association performers affecting the artist, management or the entertainment
industry in general and management is materially hampered in the exploitation of its
rights hereunder either party , upon notice to the other, may suspend its obligations under
this agreement for the duration of such substantial delay, impossibility or impracticality
and, in such an event, a number of days equal to the number of such days of suspension
shall be added to the then current period of this agreement provided that any suspension
as a result of an interference with management’s normal business operations, as
opposed to the operations of the music business operations generally, shall not exceed
six(6) months in total.

6.3 Governing Law

6.3.1 This agreement is made in and shall in all respects be interpreted under and governed by
the laws of South Africa, applicable to contracts executed and wholly to be performed
therein.

6.3.2 All terms as applicable in respect music used herein shall have the same corresponding
meaning as per the acts.

6.4 Indemnity

6.4.1 The artist shall indemnify management and hold it harmless from and against any and all
demands, losses, claims, proceedings, damages, costs and expenses including legal
fees, arising out of or by reason of any claim, that is inconsistent with or arising out of or
by reason of any breach of the artist's representations, warranties, grants, undertakings,
covenants, or agreements made by it hereunder. Management shall not compromise or
settle third party claims without the artist's prior written consent, not to be unreasonably
withheld or delayed.

6.4.2 Management shall indemnify the artist and hold them harmless from and against all
demands, losses, claims, proceedings, damages, costs and expenses including legal
fees arising out of or by reason of any claim that is inconsistent with or arising out of or by
reason of any breach of management’s representations, warranties, grants, undertakings,

The artist: _____ Management: _______

Managed X Thabiso (PTY) LTD – Exclusive Management Agreement 18

or agreements made by it hereunder but subject always to the terms and conditions
hereof. The artist shall not compromise or settle any third-party claims without
management’s prior written consent not to be unreasonably withheld or delayed.

6.5 Assignment

6.5.1 The artist may not, under any circumstance assign, lien, offer, encumbrance, and transfer
or otherwise make over any of his rights (including all such copyright performance,
depiction, and related rights) as detailed herein to any third party during the term of this
agreement.

6.5.2 Management may assign its rights hereunder, so long as reasonable prior written notice
is provided to the artist, and that such assignment does not affect the standards and
quality of service due to the artist hereunder. If a management assignee fails in its
obligations to the artist hereunder, the artist shall have the right to terminate this
agreement and hold the management accountable for any shortfall.

6.6 Termination and Breach

6.6.1 Either party shall have the right forthwith to terminate the term, by written notice to the
other, if either party shall enter into liquidation (other than a voluntary liquidation for the
purposes of reconstruction or re-organization) or if either party makes any agreement
with its creditors or if a trustees or any receiver is appointed to take over all or a
substantial part of the party’s assets and undertakings and is not discharged within thirty
(30) days.

6.6.2 If management shall materially default in the performance of any of the material
provisions of this agreement on its part to be performed (including the accounting and
payment of monies as required by this agreement and (unless such default is not capable
of remedy) such default shall continue for a period of thirty (30) days after receipt by
management of notice in writing from the artist specifying such default, then the artist
shall have the right to terminate the term by written notice to management. Upon receipt
by management of such notice the term shall immediately cease. Subject to the payment
by the artist of all royalties’ fees and sums then due from the artist to management
hereunder (save for advances) the artist shall be under no further liability to management
whether by way of damages or otherwise.

The artist: _____ Management: _______

Managed X Thabiso (PTY) LTD – Exclusive Management Agreement 19

6.6.3 If the artist shall materially default in the performance of any of the material provisions of
this agreement on its part to be performed (including the obligations to appear and
perform and interact with the media) as required by this agreement and (unless such
default is not capable of remedy) such default shall continue for a period of thirty (30)
days after receipt by the artist of notice in writing from the management specifying such
default, then management shall have the right to terminate the term by written notice to
the artist. Upon receipt by the artist of such notice the term shall immediately cease.
Subject to the receipt by management of all fees and sums then due from the
management to the artist hereunder (save for advances) management shall be under no
further liability to the artist whether by way of damages or otherwise.

6.6.4 Termination by either party hereunder, is not intended to, and nor shall it, impede or stop
or terminate the accrued rights and obligations of either party, nor to cancel or terminate
any assignments made during the term.

6.7 Miscellaneous

6.7.1 A waiver by either party of any term or condition of this agreement in a particular instance
shall not be deemed or construed to be a waiver of such term or condition for the future.
All rights, remedies, undertakings, and obligations contained in this agreement shall be
cumulative and none of them shall be in limitation of any other right, remedy, undertaking
or obligation of either party.

6.7.2 This agreement contains all the terms agreed between the parties and replaces all
previous agreements whether written or oral concerning the subject matter of this
agreement. this agreement shall not be modified or varied except by a written instrument
signed by the parties hereto.

6.7.3 Nothing herein contained shall be construed or deemed to constitute a partnership or

joint venture between the parties hereto and neither party shall be bound by any
representation and/or omission of the other.

6.7.4 If any clause of part of this agreement or the application thereof to any person shall for
any reason be adjudged by any court or other legal authority of competent jurisdiction to
be invalid, such judgment shall not affect the remainder of this agreement which shall
continue in full force and effect.

The artist: _____ Management: _______

Managed X Thabiso (PTY) LTD – Exclusive Management Agreement 20

ACCEPTED AND AGREED TO:

Artist Managed X Thabiso (Pty) Ltd

_____________________________ _____________________________
Mathabatha Glen Tjale An Authorized Signatory

Signed at: _____________________ Signed at: _____________________

On _____ day of ____________ 2023 On _____ day of ____________ 2023

The artist: _____ Management: _______

Managed X Thabiso (PTY) LTD – Exclusive Management Agreement 21

The First Schedule

A. Costs to be recovered by management

1. Management, will during the term, be entitled to deduct from gross income collected
from the exploitation of the artist’s services hereunder, the following:

a. A management fee of 20% (twenty percent) of the gross income of the artist
arising from the artist’s services hereunder, subject to clause b below. For
the avoidance of doubt, the gross income of the artist will not ever include
any monies received by management for production, transport, or other costs
of production.

b. Any legal or business affairs costs associated with third party disputes and/or
license and other agreements where income is earned for the artist and
management, prior to payment to either.

The artist: _____ Management: _______