Royalty Registration Agreement

ROYALTY REGISTRATION AGREEMENT

Effective Date and Parties

Effective Date:

Recitals

WHEREAS, Assignor is the record or beneficial owner of certain royalty interests arising from the assets, contracts, or works described in Schedule A; and

WHEREAS, Assignor desires to register, assign for recordation, or otherwise deliver notice of such royalty interests to Assignee to facilitate collection, administration, financing, or recordation as set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the parties agree as follows.

Definitions

Capitalized terms used in this Agreement shall have the following meanings unless the context requires otherwise: "Registered Royalty" means the royalty streams described in Schedule A; "Registration" means the filing, notice, or other recordation of Assignor's interest in the applicable registry or with third parties; "Net Receipts" means gross receipts collected by Assignee less permitted deductions expressly set forth herein.

Grant, Registration, and Assignment

1. Assignment and Registration. Assignor hereby registers and, as applicable, assigns to Assignee for the purpose of recordation (subject to the limitations in this Agreement) the royalty interests set forth in Schedule A. Such registration or assignment shall include the right to record Assignor's interest, to provide notice to payors, and to receive payments as set forth in this Agreement.

2. Scope of Rights. The Registration shall be limited to the rights expressly described in Schedule A. Assignor retains all rights not expressly transferred or registered herein.

Schedule A — Royalty Streams to be Registered (Describe each stream)

Payment, Collection, and Accounting

1. Payments. All royalty payments attributable to Registered Royalties shall be paid to Assignee at the remittance instructions below unless otherwise directed in writing. Assignee shall collect and apply Net Receipts in accordance with the rates and priorities set forth in this Agreement and Schedule A.

Wire transfer ACH Check

Reporting, Audit, and Records

Assignee shall provide Assignor with periodic statements of amounts collected, deductions applied, and Net Receipts remitted. Assignor shall have the right to audit Assignee's records relating to Registered Royalties upon reasonable prior notice and during regular business hours not more than once per twelve-month period, provided Assignor bears the costs of any audit unless material underpayment is discovered.

Representations, Warranties, and Covenants

Assignor represents and warrants that it has good and marketable title to the Registered Royalties, subject only to encumbrances disclosed in writing to Assignee, and that no consent of any third party is required except as disclosed. Each party covenants to execute such further instruments and take such actions as reasonably requested to effectuate the Registration and the intent of this Agreement.

Default, Remedies, and Termination

A breach by either party of a material obligation under this Agreement that remains uncured for thirty (30) days following written notice shall constitute an Event of Default. Remedies shall include injunctive relief, collection of unpaid amounts, offset against future payments, and any remedies available at law or in equity. Termination does not affect rights to amounts accrued prior to termination.

Taxes; Withholding

Each party is responsible for its own income and other taxes arising from amounts received or payable under this Agreement. Assignee may withhold taxes required by law from amounts remitted to Assignor and shall provide documentation of such withholdings.

Assignment and Transfer

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other, except that Assignee may assign rights to collection or financing parties provided that such assignment does not materially alter Assignor's rights under this Agreement.

Governing Law, Notices, and Miscellaneous

This Agreement shall be governed by the laws of the state of without regard to conflicts of law principles. Notices shall be given to the parties at the addresses provided above by certified mail, courier, or other verifiable delivery method and shall be effective upon receipt.

Miscellaneous Provisions

Entire Agreement: This Agreement, including Schedule A, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force.

Acknowledgment and Certification

Each party hereby certifies that the person signing below is authorized to execute this Agreement on behalf of the party and that the information provided in Schedule A and elsewhere in this Agreement is true, correct, and complete to the best of the signing party's knowledge. Each party acknowledges receipt of good and valuable consideration.

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