The following is a transcript of Kesha’s original management contract with DAS Communications.

DAS Communications, Ltd. Date: 1/27/2006

83 Riverside Drive

New York, NY 10024

Gentlemen:

I have carefully considered the advisability of obtaining your assistance and guidance in the furtherance of my musical, recording, artistic, theatrical and literary career, and have made independent inquiry concerning your ability and reputation. I have determined that your services would be of great value in the furtherance of my career because of your extensive knowledge of and reputation in the entertainment and amusement industries. I have, therefore, determined that I wish you to act as my exclusive personal manager for the term of this agreement, subject to the following provisions and conditions:

1.  I hereby engage you as my exclusive personal manager throughout the world commencing as of the date hereof for a term of five (5) years, and you hereby accept such engagement.

2.  You agree to use your best efforts to perform the following services for me:

3.  You are authorized and empowered for me and on my behalf after obtaining my prior approval to do the following: approve and permit any and all publicity and advertising; approve and permit the use of my name, photograph, likeness, voice, sound effects, caricatures, literary, artistic and musical materials for the purposes of advertising and publicity and in the promotion and advertising of any and all products and services; negotiate for me on my behalf any and all agreements, documents and contracts for my services, talents and/or artistic, literary and musical materials. You are not required to make any loans or advances to me or for my account, but, in the event you do so, I shall repay them promptly. The authority herein granted to you is coupled with an interest and shall be irrevocable.

4.  I shall at all times engage and utilize proper theatrical agents or employment agencies to obtain engagements and employment for me. I shall advise you of all offers of employment submitted to me and will refer any inquiries concerning my services to you, in order that you may advise me whether the same are compatible with my career. (IT IS CLEARLY UNDERSTOOD THAT YOU ARE NOT AN EMPLOYMENT AGENCY OR A THEATRICAL AGENT, THAT YOU HAVE NOT OFFERED OR ATTEMPTED OR PROMISED TO OBTAIN, SEEK OR PROCURE EMPLOYMENT OR ENGAGEMENTS FOR ME, AND THAT YOU ARE NOT OBLIGATED, AUTHORIZED, LICENSED OR EXPECTED TO DO SO.)

5.  This agreement shall not be construed to create a partnership between us. It is specifically understood that you are acting hereunder as an independent contractor and you may appoint or engage any and all other persons, firms or corporations throughout the world in your discretion to perform any or all services which you have agreed to perform hereunder. Your services hereunder are not exclusive and you shall at all times be free to perform the same or similar services for others as well as engage in any and all other business activities so long as the same does not materially interfere with the services to be rendered by you hereunder. You shall only be required to render reasonable services which are called for by this agreement as and when reasonably requested by me. You shall not be required to travel or to meet with me at any particular place or places except upon my request and then only in your discretion and at my expense.

6.  In consideration of your agreement hereto and as compensation for services rendered and to be rendered to me by you hereunder, I agree to pay you as and when received by me a sum equal to twenty (20%) percent of any and all gross monies or other considerations which I may receive as a result of my activities in and throughout the entertainment, amusement, music and recording industries, including any and all sums resulting from the use of my artistic and literary talents and the results and proceeds thereof. Without in any manner limiting the foregoing, the matters upon which your compensation shall be computed shall include any and all of my activities in connection with matters as follows: motion pictures, television, radio, music, literary, theatrical engagements, personal appearances, public appearances in places of amusement and entertainment, records and recordings, publications, and the use of my name, approved likeness and talents for purposes of advertising and trade. Subject to Paragraph “16” hereof, I likewise agree to pay you a similar sum following the expiration of the term hereof upon and with respect to any and all engagements, contracts and agreements entered into or substantially negotiated for during the term hereof relating to any of the foregoing, and upon any and all extensions, renewals and substitutions thereof and upon any resumptions of such engagements, contracts and agreements entered into within six (6) months after the end of the term. Subject to Paragraph “15” hereof, the term “gross monies or other considerations” shall include, without limitation, salaries, earnings, fees, royalties, gifts, bonuses, shares of profit, shares of stock, partnership interests, percentages and the artist’s share of the total amount paid for a package television or radio program (live or recorded), motion picture or other entertainment packages, less any production expenses incurred by me, earned or received directly or indirectly by me or my heirs, executors, administrators or assigns, or by any person, firm, corporation on my behalf. In the event that I receive, as all or part of my compensation for activities hereunder, stock or the right to buy stock in any corporation or in the event that I receive property, whether as individual proprietor, stockholder, partner, joint venture or otherwise or in the event that I shall cause a corporation to be formed, your percentage shall apply to my said stock, individual proprietorship, partnership, joint venture or other form of interest, and you shall be entitled to your percentage share thereof. Should I be required to make any payment for such interest, you will pay your percentage share of such payment, unless you decline to accept your percentage share thereof.

7.  Notwithstanding anything to the contrary contained herein, I shall have the right to terminate this agreement if a recording agreement providing for my services as a recording artist, to be distributed by a major label, (the “Recording Agreement”) has not been entered into within one (1) year from the date hereof. In the event I do enter into such an agreement, the term of this agreement shall extend until the later of (a) five (5) years from the date hereof or (b) ending upon the completion of the Second Album Cycle under said recording agreement. For purposes hereof, the term “Second Album Cycle” shall mean the period beginning upon the commencement of pre-production of the Second Album and ending upon the completion of all touring and personal appearances in support of the Second Album. In the event I do enter into a recording agreement and it terminates prior to the end of the term hereof, and a period of six (6) months elapses without my entering into a new recording agreement with a major label, then I shall have the right to terminate this agreement.

8.  Upon written notice by either of us to the other, the party to whom such notice is addressed will furnish an accounting to the other party of all transactions between us and all transactions by you on my behalf within thirty (30) days of such request.

9.  In addition to the sums required to be paid to you as aforesaid, I shall reimburse you exclusively on my behalf or in connection with my career or in the performance of your services hereunder which are substantiated by receipted vouchers or paid bills. You shall not incur any single expenditure in excess of $500 or monthly expenditures in excess of $1,000 without my prior approval. In this regard, you agree to send me monthly statements of account.

10.  In order to make specific and definite and/or to eliminate, if possible, any controversy which may arise between us hereunder, we each agree that if at any time either of us feels that the terms of this agreement are not being performed as herein provided, we each will so advise the other in writing by Registered or Certified Mail, Return Receipt Requested, of the specific nature of the claim, non-performance or mal-performance and shall allow a period of thirty (30) days after receipt thereof within which to cure such claimed breach. No such legal proceedings may commence prior to the expiration of the aforesaid thirty (30) day period. In order to be effective, a copy of any notices to me must be sent simultaneously to Goldring, Hertz & Lichtenstein, LLP, 450 N. Roxbury Drive, 8^th floor, Beverly Hills, CA 90212, Attn: Fred Goldring, Esq.

11.  I warrant and represent that I am over eighteen (18) years of age, and that I am free to enter and perform under this agreement.

12.  We each agree to indemnify and hold the other safe and harmless from any and all loss or damage including reasonable out-of-pocket attorneys’ fees arising out of or in connection with any claim by a third party which is consistent with any of the warranties, representations, covenants or agreements mad by the indemnifying party herein. Our joint indemnifications herein shall be limited to actual final non-appealable judgments and/or claims which are settled with both parties’ consent, which we agree not to unreasonably withhold.

13.  I agree to pay or cause to be paid any and all monies due to you not later than thirty (30) days after my receipt of any such monies. In this regard, I agree that you shall have the right, upon reasonable written notice to me, to review my books and records as same pertain to the subject matter hereof provided that you shall not have such right to audit my books and records more than once in a calendar year.

14.  Notwithstanding anything to the contrary contained herein, you agree that you will not execute on my behalf any agreements calling for my services in the entertainment industry. All such agreements shall be executed by me although I agree that when I am unavailable to do so, you shall have the right to execute on my behalf subject to your consulting with my attorney, and subject to my approval of the terms, all modifications of the recording agreement but only as same pertain to marketing and promotion of any of my recordings and you deem such modification beneficial to my career. You shall of course have the right, on my behalf, to enter into day to day booking contracts for so-called “one-nighters” or a short series of “one-nighters.”

15.  Notwithstanding anything to the contrary contained herein you agree not to commission recording costs, recoupable video expenses, recoupable video expenses, recoupable tour support payments from my record company up to the amount required to deficit finance a tour, third party production costs, the costs of any opening acts, passive investments, per diem payments to me, gifts to me (except those given in lieu of monetary payments) and non-entertainment activities. You also agree not to commission sound and light production reimbursements with live personal appearance contracts.

16.  Notwithstanding anything to the contrary contained herein, with respect to post term earnings from any agreement which I may enter into during the term of this agreement, your commission shall be ten (10%) percent for the two (2) year period following the end of the term hereof and zero (0%) percent thereafter, provided, however, that you shall receive full commissions pursuant to Paragraph “6” in perpetuity on all recordings which are commercially released during the term and with respect to all songs which are published during the term. Songs shall be deemed to have been published if a recording of the song is commercially released during the term or if any synchronization income has been generated by way of a license of the song during the term. With respect to recordings made during the term and commercially released within two (2) years after the term and/or songs written during the term and published within two (2) years after the term, you shall receive a commission of ten (10%) percent in perpetuity. You shall receive no commission on recordings made and released after the term and/or songs written and published after the term.

17.  Notwithstanding anything to the contrary contained herein, provided that I appoint a reputable business manager experienced in entertainment industry accounting practices (a “Business Manager”) who shall be instructed to remit monies due you hereunder, you agree that monies due me may be paid directly to said business manager rather than as is otherwise provided for herein.

18.  Notwithstanding anything to the contrary contained herein, I agree to direct my Business Manager to make payment of all monies due you hereunder directly to you. I hereby further agree that with respect to post term commissions which are due you I shall instruct any and all persons, firm or corporations who may be holding monies otherwise due you to irrevocably pay same directly to you. I agree to execute letters of direction to effectuate said irrevocable payments.

19.  This agreement is made and executed in the State of New York and shall be construed in accordance with the laws of said State applicable to contracts wholly to be performed therein. In the event that any provision hereof shall, for any reason, be invalid or unenforceable, the same shall not affect the validity or enforceability of the remaining provisions hereof. This agreement is the only agreement between us concerning the subject matter hereto and may not be modified or terminated except by an instrument in writing executed by the parties hereto. A waiver by either of us of a breach of provision hereof shall not be deemed a waiver of any subsequent breach, whether of a similar or dissimilar nature.

If the foregoing correctly states the terms of our understanding, will you kindly so indicate by signing below at the place indicated.

Very truly yours,

(Signed)

Kesha Rose Sebert

ACCEPTED AND AGREED TO:

DAS Communications, Ltd.

By:_________(Signed)_________

An authorized signatory

This is a transcript of the original artist management agreement filed as part of a lawsuit with the Supreme Court in New York, available online at https://iapps.courts.state.ny.us/fbem/DocumentDisplayServlet?documentId=Wi6ATK7yODWVmYDO0ytqOw==&system=prod