Oi2 MEDIA NETWORKS, LLC

Master Digital Affiliation Agreement

Oi2 MEDIA NETWORKS, LLC (“Oi2 MEDIA”) is the exclusive audio broadcast distributor for the programming products (the “Programs”) listed on Schedule 1 attached hereto within the United States and internationally in Latin America and certain parts of Europe. By executing this Master Digital Affiliation Agreement (the “Agreement”) with its digital signature below, I hereby agree to the terms and conditions detailed herein and, once approved by Oi2 MEDIA, will have the unduplicated right to broadcast the Programs selected by Affiliate from Schedule 1 (the “Selected Programs”) in the Primary Market Area (“PMA”) of the station(s) identified below (the “Affiliate Stations”). PMA, for purposes of this agreement, is a 25 miles radius from the main post office of an Affiliate Station’s city of license.  Oi2 MEDIA and Affiliate are each a Party, and collectively are the Parties, to this Agreement.

1. Affiliate’s rights shall run for a Term starting from the execution date below and ending (the “Expiration Date”) one calendar year from ____________. Affiliate’s rights to carry the Selected Programs shall terminate as of the Expiration Date unless the Parties renew this Agreement by mutual consent within sixty days (60) days prior to the Expiration Date.


2. Oi2 MEDIA shall provide the Selected Programs during the Term to each Affiliate Station and such Affiliate Station agrees to air the Programs exactly as transmitted by Oi2 MEDIA with no change to the content whatsoever. In consideration for the right to carry such Selected Programs, Affiliate shall pay to Oi2 MEDIA a Monthly Affiliation Fee of $____________ for each Affiliate Station for each month of the Term and such Affiliation Fee shall be due no later than the 20th day of the month preceding the month of service.


3. In addition to the Monthly Affiliation Fee, each Affiliate Station shall be obligated to clear and carry Oi2 MEDIA network commercial spots on each Affiliate Station for the commercial minutes allocated to Oi2 MEDIA (the “Network Minutes”) as per the requirements for each Selected Program as detailed on Schedule 1.


4. Failure to air the Programs and Network Commercials as required herein and according to Schedule 1 shall constitute a default of this Agreement and may result in its immediate Termination by Oi2 MEDIA at its sole discretion.


5. Affiliate hereby agrees that a further condition of this Agreement is that it shall provide monthly affidavits to Oi2 MEDIA certifying that the Programs and Network Commercials were aired on the Affiliate Stations as per this Agreement. Failure to provide such affidavits monthly on a timely basis (no later than thirty (30) days after the end of the month) may lead to suspension and/or Termination of this Agreement by Oi2 MEDIA at its sole discretion.


6. Affiliate shall be responsible for obtaining any performing rights organization licenses and for payment of all performance license fees to ASCAP, BMI, SESAC, Sound Exchange, or any other organizations and/or individuals which legally require fees for broadcast and/or playing of any music contained in the Programs.


7. If Oi2 MEDIA exercises it’s right to terminate this Agreement due to a default by Affiliate or Affiliate Stations or if Affiliate terminates this Agreement and/or fails to air Programs and/or the Network Commercials for any reason prior to the Expiration Date (an “Early Termination”) not approved by Oi2 MEDIA, then an Early Termination Payment shall be immediately due and payable to Oi2 MEDIA by Affiliate. The amount of such Early Termination Payment shall be determined by identifying the total number of Network Commercials that would have aired, but for the Early Termination, from the date of such Early Termination to the Expiration Date. That number shall be multiplied by a spot rate of USD$10.00 per spot and the monetary result shall be the Termination Payment immediately due and owing to Oi2 MEDIA by Affiliate as of the Early Termination.


8. Oi2 MEDIA shall have the following continuing rights: (i) Content: Oi2 MEDIA shall have absolute control over and the right to change the content, talent, format, and titles of the Programs; (ii) Withdrawal: Oi2 MEDIA retains all right to withdraw or replace any Program, content service, or any segment or element thereof in its sole discretion; and (iii) Force Majeure: Oi2 MEDIA shall not be responsible for or incur any liability whatsoever to Affiliate or Affiliate Station for interruptions or discontinuance of any Program or segments thereof due to causes beyond its control, including but not limited to failure of facilities, Act of God, government or court action or labor dispute.


9. Affiliate may use trademarks and service marks associated with Oi2 MEDIA and the Programs (“Marks”) as well as other materials provided by Oi2 MEDIA pertaining to the Programs for marketing and promotional materials only for use by Affiliate Stations. In the event Affiliate Stations desire to create and utilize their own materials, they shall submit to Oi2 MEDIA samples of such materials for prior approval before use by Affiliate Station. All the Marks are the property of Oi2 MEDIA and/or the Program’s producers, as the case may be.


10. Affiliate and Affiliate Stations hereby agree to use the Marks only as provided for herein and any misuse of such Marks may result in immediate Early Termination of this Agreement in Oi2 MEDIA’s sole discretion and legal liability to Affiliate and Affiliate Stations.


11. Affiliate and Oi2 MEDIA hereby agree to mutually indemnify each other and their officers, employees, advisers, parent and affiliated companies, members, and stockholders and hold them harmless from and against any and all claims, damages, liabilities, costs, and expenses arising out of any breach or non-performance of this Agreement by the breaching Party.


12. This Agreement and all related questions of validity, interpretation, performance, or enforcement shall be governed by and construed in conformity to the applicable laws of the State of Florida, Orange County, City of Orlando (the “Venue”). Affiliate hereby specifically agrees that the location and jurisdiction for any legal action arising from this Agreement shall be the Venue.


13. Affiliate and Affiliate Stations shall have the right to air the Programs under this Agreement on their related station website.


14. Any Notice arising under this Agreement must be in writing to be effective and shall be deemed to have been given by the sender and received by the recipient on the earliest to occur of: (i) hand delivery to the receiving party; (ii) the next day after deposit with a recognized, national, overnight delivery service with signature required; (iii) the third business day after being entered into the United States Mail, certified, return receipt requested;  (iv) the day of a facsimile with receipt confirmation; or (v) the day of an email with receipt verified or confirmed.


15. As of the Execution Date of this Agreement, the Parties maintain the following business mailing addresses:

To the extent the address or contact information above shall change for any Party, such Party shall provide the new address and contact information to the other Party no later than ten (10) days after such change becomes effective.

16. Each Party hereby represents and warrants  to the other Party  that  it is a corporation  properly organized  under  the  laws of its State of Incorporation and it is in good standing under such laws within its respective State, and has the power and authority to enter  into  this Agreement   and to grant the rights granted herein.

AGREED AND ACKNOWLEDGED:  By providing his/her signature below, the individual affirms that he/she has the authority to represent and execute on behalf of the named Affiliate to enter into this Agreement and, further, specifically acknowledges and agrees to the terms and conditions of this Agreement in all respects.

Binding Contract

• This Agreement shall be effective, valid, and binding only upon Oi2 MEDIA’s acceptance of the Agreement and the execution of the Affiliate Digital Signature above.


• Oi2 MEDIA shall evidence acceptance of this Agreement by email or other type of written confirmation to Affiliate and by further providing access to the Programs to Affiliate and Affiliate Stations as per, and subject to, the terms and conditions of this Agreement and the attached Schedule 1 provisions.