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CONFIDENTIAL – FOR DISCUSSION PURPOSES ONLY – NOT TO BE REPRODUCED

Any reproduction or distribution of this document in whole or in part, or divulgence of any of its contents, without prior written permission of the company is strictly prohibited. This document is furnished for the sole use of the intended recipient thereof and its designated affiliates, and for the sole purpose of providing information in connection with an investment in this venture. By accepting delivery of this document and any other materials delivered or to be delivered in connection with such purpose, the recipient thereof and any of its affiliates agree not to reproduce this document or any related materials and to return such to the company promptly upon request. This document does not constitute an offer to sell, or a solicitation of an offer to purchase interest in the company.

Your one-stop resource for all things music

A comprehensive source for the music industry

 List discography/credits for all aspects of the music industry  Add your own information to the database  Search for everything music  Create your own profile with instant profile updates when tagged in projects  Connect with fans to discuss music and trends  Discover music industry professionals to work with  Customize your feed to stay current with music news

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 Seek music related work online  Real time profile view notifications  Live podcast  Sell merchandise/music/tickets on your own site  Find the next big artist

THE ISSUE

A current global online fragmented destination for finding music industry information and new independent artists is difficult for musicians, fans and industry professionals to navigate when looking for relevant information/artists in the current music industry.

THE SOLUTION

MdBN- the global online social media networking solution that connects musicians to musicians, fans, industry executives, publishers, labels, distributors, merchandisers, promotors, talent buyers, studio services, a platform for professional and non-professionals in the music and related entertainment industry.

We give both professionals and fans a one stop community to everything music on one website/APP. The current online music option is to search throughout the web for access to specific music/data, both professional and non-professional, on numerous social media and music streaming websites.

There is a great variety of music related destinations online. Each one answers a particular area of the music world, with some overlapping one another. We put the entire music industry in one central, easy to access location! MDbN brings everyone together on one site/APP in order to help artists create their own page that promotes all of their music, merchandise, ticket sales, live/recorded podcasts and streaming music station to fans and music professionals looking for the next big thing. We include a database of music industry professionals for artists to access and partner with social media platforms and tech tools that bring the attention independent bands beginning their music business journey.

REVENUE STREAMS

Revenue generated by mobile apps has been growing exponentially. Revenues from paid apps will be $195 billion while that from in-app purchases is forecasted to be $289 billion in 2017. Still, 54% of that revenue will be claimed by 2% of the apps.

IN APP ADVERTISING

MDbN will have this model of revenue. Selling ad space in the mobile app is one of the most common methods to generate revenue. This allows MDbN to offer their app as a free download. The lack of cost barrier helps in acquiring larger user base which is targeted by

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advertisers. These free to download apps possess information regarding user location and behavior which is in great demand for marketers. Availability of such information and the willingness among advertisers to pay for it makes this model sustainable.

FREEMIUM

In Freemium model, the MDbN app offers free as well as paid features. Free features help in acquiring users and bring user engagement. Certain additional features cost money to be unlocked. The large user base allows prospects of purchase of extra features. This combination of lead generation and sale conversion suits game, entertainment and productivity apps.

In-App purchases

MDbN app is a sales channel for merchandise, music live podcasts, etc. that brings engagement from the users and is suitable for e-commerce which can earn higher margin than their online website store.

Subscription

MDbN subscription model will offer free predetermined content and offers paid subscription for premium content worth paying, often with free trial. This brings user loyalty and engagement, and continual revenue MDbN.

Partnership with Advertisers

MDbN will use an ad-free model which will bring revenue as well as user engagement that satisfies advertisers and users alike.

PODCAST

MDnB offers artists and musicians the ability to have a podcast on their individual page to promote live performances or recorded content for fans and industry professionals. MDnB will also have its own podcast that will broadcast interviews with various musicians and industry people. This is an additional revenue generating model.

U.S. podcast advertising captured $314 million in revenue in 2017, a rise of 86 percent over $169 million in 2016, according to the latest IAB/PwC Podcast Advertising Revenue Study for full-year 2017 released today by the Interactive Advertising Bureau (IAB) and conducted by IAB and PwC US. The research predicts even stronger returns in the years ahead, forecasting that podcast revenue will surge to $659 million by 2020, a triple-digit 110 percent hike from 2017.

In self-reported revenues by top podcast companies, revenue continued to rise steadily, growing 94 percent between Q4 2016 and Q4 2017, yielding an 18 percent compound quarterly growth rate.

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Host-read ads were cited as the preferred ad type, representing more than two-thirds of ads in 2017. Direct response ads transacted on a cost per thousand basis made up the majority of campaigns, followed by brand awareness ads (29%). In addition, ads integrated or edited into programming accounted for 58 percent of the podcast ad inventory in 2017.

Of the 14 podcast content genres measured, the top four generated more than half of the advertising revenue in 2017:

 Arts/Entertainment (17%)  Technology (15%)  News/Politics/Current Events (13%)  Business (11%)

“These strong numbers speak to advertisers’ increasing recognition that podcasts provide a powerful platform for reaching and engaging audiences,” said Anna Bager, Executive Vice President, Industry Initiatives, IAB. “

“The growing trend toward ‘anywhere and everywhere’ media engagement has created tremendous opportunity for digital media, of which podcasting is a significant component,” said David Silverman, a Partner at PwC US. “Whether at home on a smart speaker, at work on a PC, or somewhere in between on a mobile device, more and more Americans are listening while they live, providing a robust podcast platform where advertisers can connect with today’s consumers.”

If 2017 alone is any indication, the music business is investing heavily in podcasts as an integral part of its future. Within the last two weeks alone, Spotify and Google Play each launched their first original music podcasts, exclusive to their platform. Major labels like Sony Music Entertainment are experimenting with short-form audio podcasts centered around their back catalog.

Global music sales grew for the third consecutive year in 2017 with streaming now the single largest revenue source for the record industry, according to the International Federation of the Phonographic Industry's (IFPI) "Global Music Report 2018." Through technology music is transcending borders, including geographic borders like never before,” added Universal Music's Granite, who said that building sustainable success required music companies remaining "focused on artists and artist development, but that we also continue to drive innovation in constructive way, in a public policy environment that enables fair compensation for creators."

Last year saw music sales rise by 8.1 percent to $17.3 billion and total digital income account for more than half of all trade revenue (54 percent) for the first time. The worldwide increase in streaming consumption was at the heart of the growth, with the number of paying subscribers climbing to 176 million across all markets (64 million of which were added in 2017).

An estimated 42 million Americans (15% of the country’s population) listen to podcasts every week. Hence, coming from a newly growing industry that historically has wielded songs, videos, news feeds and concerts as its only storytelling canvases, music companies

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and publishers see podcasts as a long-overdue means of reaching their most passionate fans.

Joined together, there are 319 million people in the alone, so there’s plenty of room for growth. Just look at Apple Music, the service which is available in 113 countries and comes pre-installed on every iOS device only took a year and a half to reach half of Spotify’s size in terms of paying subscribers. And they both keep expanding. New to the market is Amazon Music Unlimited, which is well positioned to reel in new subscribers at $8 per month for Prime members. Then anytime Pandora finally launches its subscription service, it will have 78 million listeners to potentially convert into paying subscribers, not even thinking of the newfound possibility of expansion beyond the U.S., New Zealand, and Australia.

SUMMARY

Music Database Networks, LLC (MDbN), is a U.S registered website/APP based company that leverages the promotion and marketing of our artist member’s music, merchandise, tickets and live/recorded pod casts and videos online. MDbN is the one place music industry professionals, fans and artists coming together on one website/APP to access all things and people music.

Music can be browsed or searched by artist, album, genre, playlist, and record labels. Members can create, edit and promote playlists, podcasts and a streaming radio station and more on their page.

At our platform, a month subscription for premium account costs $10.95. This price covers unlimited access to a huge database of music industry executives, independent bands’ music, live and recorded podcast performances, streaming radio, merchandise and more. The percentage of people in the United States who are willing to pay $10 a month for music increased drastically in 2016 and still have more space for massive additional growth. All told, about 100 million people are believed to subscribe to music services (This doesn’t include free streaming from SoundCloud, YouTube, or Spotify’s free tier).

OUR FOCUS

Our focus is to present a world class music industry database and artist promotional services platforms. A one stop music industry community destination for music industry professionals and fans to research, market music and merchandise, establish relationships, and display professional credits. We are bringing together a fragmented online music industry universe. We have the opportunity to become a major destination, like such proven models as LinkedIn.com and IMDB.com, for music. MDbN currently has a core team of executives, managers, advisors and tech professionals. Their network includes access to supplemental teams of web developers and music industry professional consultants.

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OPPORTUNITIES

The opportunities available to promote and market online music industry database and music streaming services platforms has global reach considering the number of individuals with active presence on the internet and of course the large number of people that visit the internet/social media on a daily basis and own smart phones and other related technology.

It is now a common phenomenon for online music Apps to leverage technology to effectively predict consumer demand patterns and to strategically position their music store to meet their needs; in essence, the use of technology helps online music retailers to maximize supply chain efficiency.

TARGET MARKET

When it comes to selling music, there is indeed a wide range of available customers. Our target market is music industry professionals, independent music artist and music fans.

COMPETITIVE ADVANTAGE

We are quite aware that to be highly competitive in the music business means that you are not only expected to deliver excellent services, but you must be result driven and able to upload trending music on your platforms as fast as possible.

Our competitive advantage lies in the power of leading with our marketing tools offered on each member’s page, our industry database, streaming and podcast capabilities and marketing relationships. We have a team of creative, result driven and highly proficient tech experts, a team with excellent qualifications and experience in various niche areas in the online music industry. Aside from the synergy that exists in our carefully selected experts, our services will be measurable, result driven and guided by best practices in the industry.

SALES AND MARKETING STRATEGY

We are mindful of the fact that there is stiff competition in the music services line of business, hence have access to successful global marketing experts to handle our sales and marketing. Our focus is to grow MdBN as the leading music industry destination for artists, fans and industry professions to come together to promote independent music.

MdbN is set to make use of the following marketing and sales strategies to attract clients;

 Advertise our business in relevant social media sites, industry bloggers, online magazines, newspapers, TV and radio stations  Leverage our 150K industry relationship database  Leverage internet to promote and secure online members  Engage direct marketing approach  Encourage word of mouth marketing from loyal and satisfied clients

REVENUE SOURCES

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MDnB is established with the aim of maximizing profits in the independent music artist promotion, merchandising, podcast and APP services.

 Music podcasts and downloads  Membership fees  Webpage/Podcast Advertising  Digital display advertising  Mobile APP advertising

USERS/MEMBERS

Target Market: Music industry artists, producers, labels, professionals, fans.

Addressable Market: Social Media Users who are interested in being a part of the music industry community.

Potential Market: All online music listeners, indepnedent bands, music industry professionals looking for the next big thing.

MDbN will charge professional users a monthly member fee of $10.95 or $99.95 per year membership fee to fully access tech tools, data, and resources.

COMPETITION

There are no direct competitors, as LinkedIn and IMDB address different areas. In that way, Yahoo, Google, and Facebook are community destinations. But they are not focused in the Music space. Our business model is closely related to that of LinkedIn and The Internet Movie Database as far as the information provided in our industry, the user capability, and the Subscription business model. We intend to release additional applications to drive users to the site and keep them coming back. In addition, we will exploit our first to market advantage, coupled with a great user experience, customer service, and unique applications coming out every few months. All this will successfully grow our community.

RISK ANALYSIS

We have established relationships within the music industry to achieve cooperation as well as synergies. Overall, this risk is minimal due to the amount of resources and data already available and our team’s resourcefulness and ability to research this data and apply it.

We have established alliances with our team and advisors in the music industry. In addition we will utilize all Social Media Channels to promote our site. Utilizing a creative marketing strategy, utilizing special offers, promos, contests, and exciting dynamic applications continually added. Thus, we could easily win over a significant user base and paid subscriptions. In consideration, we have kept the cost minimal for industry professionals and entire companies.

We are launching our beta test November 30, 2019. The technical prowess of our developers, should ensure a smooth transition from beta to full launch.

MARKET ANALYSIS

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Below are Social Media Communities which together validate our business, model and multi-billion dollar market:

LinkedIn

 Founded in December 2002 and launched May 5 2003 (5 months)

 In 2006, LinkedIn increased to 20 million members. As of October 2015, LinkedIn reports more than 400 million acquired users in more than 200 countries and territories. Achieving Net Revenue of $2.21 Billion in 2014.

 Filed for an initial public offering in January 2011 and traded its first shares on May 19, 2011, under the NYSE symbol "LNKD"

Facebook

 On October 28, 2003 Mark Zuckerberg wrote a program called Facemash and Launched on February 4, 2004 with Zuckerberg and 4 Harvard classmates, with membership limited to Harvard students, but later expanded it to colleges in the Boston area, the Ivy League, and Stanford University. It took Zuckerberg from January 2004 to February 4, 2004 to officially launch the website (about 1+ month) Since 2006, anyone who is at least 13 years old was allowed to become a registered user. Facemash attracted 450 visitors and 22,000 photo-views in its first four hours online.

 In 2005, the company dropped "the" from its name after purchasing the domain name facebook.com for $200,000. In May 2005, Accel partners invested $12.7 million in Facebook, and Jim Breyer added $1 million of his own money. On October 24, 2007, Microsoft announced that it had purchased a 1.6% share of Facebook for $240 million, giving Facebook a total implied value of around $15 billion. In September 2009, Facebook said that it had turned cash-flow positive for the first time.

 In November 2010, based on SecondMarket Inc. (an exchange for privately held companies' shares), Facebook's value was $41 billion. The company had slightly surpassed eBay to become the third largest American web company after Google and Amazon.com.

 Filed for an initial public offering on February 1, 2012.[52] Facebook held an initial public offering on May 17, 2012, negotiating a share price of $38. The company was valued at $104 billion, the largest valuation to date for a newly listed public company.

Revenue $12.466 billion (2014)

Operating income $4.982 billion (2014)

Net income $2.94 billion (2014)

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Total assets $40.184 billion (2014)

Total equity $36.096 billion (2014)

Twitter

 Twitter was created in March 2006 by Jack Dorsey, Evan Williams, Biz Stone and Noah Glass and launched by July 2006 (5 Months). With more than 100 million users who in 2012 posted 340 million tweets per day. As of May 2015, Twitter has more than 500 million users, out of which more than 302 million are active users.

 On November 7, 2013, the first day of trading on the NYSE, Twitter shares opened at $26.00 and closed at $44.90, giving the company a valuation of around $31 billion.

 Revenue $1.4 Billion as of 2014

IMDB

 Launched in 1990 by professional computer programmer Col Needham, the company was incorporated in the UK as Internet Movie Database Ltd in 1996, with revenue generated through advertising, licensing, and partnerships. In 1998, it became a subsidiary of Amazon.com for $100 Million, who were then able to use it as an advertising resource for selling DVDs and videotapes.

 As of September 2015, IMDb had approximately 3.4 million titles (includes episodes) and 6.7 million personalities in its database, as well as 60 million registered users and is an Alexa Top 50 site.

Spotify

 Spotify was developed in 2006 by a team at Spotify AB, in Stockholm, Sweden. The Spotify application was launched on 7 October 2008.

 In March 2011, Spotify announced that it had one million paying subscribers across Europe, doubling by September to two million.

 On 17 June 2011, it was reported that Spotify had secured another US$100 million of funding and planned to use this to support its U.S. launch. The new round of funding valued the company at US$1 billion.

 In August 2012, Time reported four million paid subscribers, producing at least €20 million per month in revenue. A Goldman Sachs-led round of funding closed in November 2012, raising around US$100 million at a $3 billion valuation.

 In April 2015, Spotify began raising another round of capital, attracting Goldman Sachs and an Abu Dhabi sovereign wealth fund. This round of capital closed on June

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2015, raises $526 million in a fundraising that values it at $8.53 billion, an as of 2015 had 75 Million users.

Soundcloud

 SoundCloud was originally founded in Stockholm, Sweden, but was established in Berlin in August 2007.

 In April 2009, SoundCloud received €2.5 million Series A funding from Doughty Hanson Technology Ventures. By May 2010, SoundCloud announced it had one million subscribers.

 In January 2011, it was confirmed that SoundCloud had raised a $10 million Series B funding round from Union Square Ventures and Index Ventures. On 15 June 2011, SoundCloud announced they had five million registered users, as well as investments from Ashton Kutcher and Guy Oseary's A-Grade Fund.

 On 23 January 2012, SoundCloud announced on their blog that they had reached 10 million registered users.

 By May 2012, 15 million users were announced by the company at a press conference held in San Francisco. The usage level for the site was growing by 1.5 million users per month at this stage.

 In December 2012, the company's data showed that SoundCloud was reaching 180 million people per month—8 percent of the global Internet—while users were uploading 10 hours of content every minute.

 In January 2014 a round of funding in which $60 million was raised, resulting in a $700 million valuation.

 Later in May, the media reported that Twitter had regained interest in SoundCloud and was considering acquiring the platform for around $2 billion.

 Users may subscribe to a $59/year plan which allows up to six hours of content, or a $145/year plan which allows unlimited uploads

 40 million registered users (July 2013), 175 million unique monthly listeners (Dec. 2014).

*Source Wikipedia

TRADEMARK: MDbN is accepted as a Trademark in the Primary Register Of Trademarks upon the filing a Statement of Use.

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MDbN brings the music industry together in one easy to access location to serve fans and professionals alike. A one stop music industry focused social media network combined with an innovative music database.

TEAM

Stewart Lowinger - CEO

Founded Digitune, Inc: Pioneered a mobile wireless streaming music and internet radio application. Was accepted to and one of the founding companies in the East Stroudsburg University Business Accelerator. Was featured on CBS Marketwatch Internet. Was Invited to and Attended a Future of Technology Conference sponsored by MIT, and featured Dean Kamen and his Segway.

Jared Christopherson- CMO

HOOCH-Co-Founder/CRO Hooch is the subscription app where members receive premium perks on travel, dining, cocktails, festivals, and celebrity-hosted experiences. Winner of Anheuser-Busch/InBev's SxSW Startup competition and finalist in Richard Branson's Extreme Tech Challenge, Hooch perks are available at thousands of top bars and restaurants, and 100,000+ hotels around the world.

Spring Serve- Co Founder/CMO

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A suite of ad serving tools focusing on efficiency and real-time optimization in digital advertising.

YellowHammer Media-Co-Founder/CMO Scalable performance marketing across the comScore top 100 sites on the Internet, Facebook, and ISPs.

Cyrille Betant – CFO President- Zazmic Finance is a Silicon-Valley based recognized expert financial and administrative services provider that works across various industries and organizations worldwide.

CFO-Helping teach science to people, and people to scientist. Helping to inspire new generations of astronomers and STEM leaders. Head of finance and operations, supporting the oldest astronomical society in the US, established in 1889, in their outreach and educational mission, renown general and scientific publications, as well as collaborations with NASA, National Science Foundation, SETI and other organizations.

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Barbara Assante-President For over 20 years she has been a Business Management Consultant with experience in start- ups and growth management in various industries including retail, restaurant, real estate, finance, non-profit, entertainment, technology, SEO, marketing, and interior design industries to name a few. Barbara held the position of VP of Sales for Integration Technologies. She was responsible for growing, managing and expanding the company’s sales worldwide.

Throughout the past she has been invited to speak at a number of film financing seminars,

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ie. The Jacob Javitz Center Photography Expo (2004 NYC) Sundance Film Festival (2006 Park City, Utah), and was a judge for The 23rd Avignon Film Festival (2006 in Avignon, France), Atlantic City Film Festival (October 2011) and a judge at the First Film Finance Awards (Warsaw, Poland 2012).

In addition, she has lent her fundraising/sponsorship services to a number of non-profit organizations, ie. Revlon Run Walk for Breast Cancer-NYC, Chester Cats-NJ, The Eric Johnson House-NJ, Sounds of a Better World-NYC, KO Boxing Club- NJ, The Angel Connection and The 12th Avignon/New York Film Festival-NYC as a Fundraising Consultant. She has also sat on the Board of numerous NYC non-profit organizations.

Advisory Board

Scott Page - Advisor As a performer he is widely recognized as the saxophonist/guitarist for , , and Toto. As an entrepreneur, Page formed Walt Tucker Productions, an audio video post production company (1987) that included projects for , , , , Scorpions and others. He also co-founded 7th Level, Inc., a publicly traded award-winning CD-ROM game and educational software company. At 7th Level he co-produced Tuneland, the world’s first interactive musical cartoon (starring ), the globally lauded interactive series, and was part of the development of QD7 when 7th Level partnered with , an interactive multimedia joint venture with Quincy Jones and David Salzman (1992). Page co-founded New Media Broadcasting Company a social media and collaborative communications enterprise (2001) whose clients included, Will Smith, Monty Python, Toto and Institute for Systems Biology; and co-founded and served as CEO of Direct2Care, an online healthcare presence management company (2011)

Barbara Bickham - Advisor CTO and Advisor with extensive experience in Technology, Monetization and Entrepreneurship for companies in industries: FinTech, Fashion, Wearables, Wireless, Security, Media & Entertainment, Artificial Intelligence and Blockchain. Her current areas of expertise are in Blockchain, Artificial Intelligence, Augmented Reality, and Internet of Things.

Stephen Wrench – Advisor Stephen has performed and co-written with many notable artists and musicians, some enumerated below. He has spent 40+ years establishing his worldwide industry network. He has worked in multiple capacities with musicians, producers, publishers, publicists, radio promoters, booking agencies, and record labels. Stephen has worked in video production and promotion, concert production and promotion, record distribution and film and television syndication and production. Stephen has earned the respect of his peers as a voting and nominating member of The Grammy's.

DISTRIBUTION CHANNELS

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Since it is our aim to build a community, MDBN.COM will be a very User Friendly and easy to use internet/APP destination. We intend to use all qualified sources of music distribution technology tools, Social Media and industry relationships to reach our intended markets and build this community. In addition, we are forging Strategic Alliances and Links to other websites.

MUSIC INDUSTRY

MDBN is building/delivering its original environment through proactive commerce platforms- Video/Net/Mobile/Streaming/Podcasts.

MDBN is working closely with high profile music celebrities and licensed music merchandisers enabling each of them to present and sell their new licensed products and licensed services, some for the first time, to music fans in a timely, practical and impactful way, well outside of the traditional music industry business-to-consumer [B2C] environments.

MDBN is positioned as the leading provider of “music” and will be perceived by music artists and music fans as having achieved its ‘statue’ through its ability to deliver a highly engaging ‘must have’ experience that cannot be replicated by any other brand.

MDBN ORIGINAL PROGRAMMING CONTENT

All of MDBN’s original programming content pods are produced exclusively for transmission on MDBN’s POD/NET/MOBILE/SOCIAL/STREAMING media commerce platforms.

Today, content- especially original content- is King. Several of the well publicized Silicon Valley technology players would not be at the head of their class without original or licensed content as their lead driver.

By example, these four industry titans, beside their technology[hardware / software, would not be where they are today without delivering a distinguished brand position coupled with an original content offering that separate each of them from all of the others competing in the same space:

 Apple iPod, although creating a great looking MP3 player, it was iTunes that set them apart from Sony Walkman and Panasonic Discman. The same applies to IPad and IPhone. Content drives all three [3] of Apple’s universes. Though their digital technology is the apparatus, without content, these technology marvels would be useless.

 Google is an online apparatus that identifies content through its search engine. But without content, the ‘search’ would be meaningless. Certainly the brain trust behind the technology apparatus opened the content universe to ‘search’, but without content, the search would not exist.

 NETFLIX is also using the wired and wireless universe to transfer film and TV content from a server farm into people’s homes. Original and Licensed Movie/TV content access is their asset. Without this content, they would be useless.

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 YouTube, although originally perceived as the holy grail of the server farm, without content, would be a bunch of wires and digital hardware. They set the stage and the system for would be camera junkies to become a potential Spielberg or Lucas, creating personal, home grown original video content to share with others. Now everyone in TV, Movie, Documentary, and Animation has segmented, short form original, licensed and non-licensed content, uploaded and shared in this global consumer friendly digital environment.

Today, Apple’s iPod is in the Digital Technology Distribution business. It created a revolutionary audio [MP3] player. It coupled its hardware with a digital music library [iTunes] to sell its commerce to music fans.

Today, NETFLIX in the Digital Technology Distribution business. It crafted a seamless service to deliver hard cover DVD’s through its subscription model to film and TV fans. Right now it is working to bypass slow mail to deliver everything seamlessly through state- of-the-art digital commerce compression technology.

Each of the above is true aggregators and congregators. Each is delivering their entertainment commerce engines for specific vertical offerings. Some are creating original entertainment content to sell. Most are distributing licensed entertainment content offered through their ‘must have’ subscription service.

MDBN COMMERCE & DATA TRANSFORMATION

MDBN is also all about Data Collection and Consumer Transformation that aggregates and congregates.

MDBN is a highly disciplined, strictly managed peer to peer universe allowing for its partners celebrities, brand marketers, affiliate network systems, etc. to have credible access to very targeted consumer data points, clustered in graphics and demographics systems that work seamlessly to deliver more relevant communication, which in turn, can sell more products and services to the consumer.

 MDBN is delivering a whole new ‘themed’ user experience. The first Lifestyle Commerce theme is a dedicated [Music] lifestyle store for muicians,music fans and industry professionals to go to for fun, excitement, networking and community

 MDBN’s Data Collection arsenal is able to accurately pinpoint consumer habits, traits, interests, wants and needs to share with its business partners in growing, changing adjusting their own business development offerings.

MDBN DIFFERENTIATOR

MDBN is building its music industry universe and storefront to be offered like no other that exists today, crafting a credible foundation that has no peer. MDbN brings the music industry together in one easy to access location to serve fans and professionals alike. A one stop music industry focused social media network combined with an innovative music database.

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Target Market: Individuals and groups that are professionally involved in the music industry.

Addressable Market: Social Media Users who are personally interested in being a part of the music industry Community, as well as want to learn more about it.

Potential Market: $47.4 Billion market.

INVESTMENT OPPORTUNITY

A Trademark Application has been filed with the US Patent and Trademark Office.

MDbN, Inc. is seeking an initial seed round investment of $3,000,000 (one million five hundred thousand dollars) US equity investment for 20% of the company which will be used to hire the executive management team to finish the build out of the technical platform, market the website/APP, license the necessary data to sell to our online/APP subscribers, operational expenses to execute the launch and build the global membership base over the next 12 months. In addition, we will be building out the site and adding exciting features and applications every month and execute the full marketing campaign and will get us to cash flow positive. Monetization will be based on a proven subscription model, such as LinkedIn and IMDB.COM.

Initial Use Of Funds

Salaries $1,640,000 Back Office $180,000 Marketing Company $140,000 Tech Services $260,000 Hosting Services $50,000 Office $30,000 Travel $20,000 G & A $140,000 Legal $240,000 Contingency $100,000 Launch $200,000 TOTAL $3,000,000

CASH FLOW

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With a $3.0 Million equity investment spread Quarterly over the first 12 Months and based on our conservative estimates of visitors and subscribers, we estimate becoming cash flow positive on a monthly basis from operations in the second quarter of the second year as our Subscriptions, Advertising, and Affiliate Revenue will more than offset the launch, maintenance of the site, and the overhead of the company.

EXIT STRATEGY

Potential strategies may include, but not limited to IPO, Merger, or Acquisition by any of the major Social Media, Music, or Web presences. Based on the Revenues, and conservative projections, the Valuation in year 4 would be in the area of $100 Million. That is just based on a four times revenue multiple, and not adding in value of subscribers and visitors.

MARKETING PLAN The MDbN.com website will be launched with a $4Kper month investment in public relations, viral web promotion on social networks, a keyword marketing campaign, and robust search engine optimization tactics. A $5K per month budget will be used for brand building, PR and marketing. $30,000 per month will be invested in Internet traffic and advertising. The remaining $2,000 will cover additional associated marketing costs. Expenses and budget are subject to change.

AFFILIATE MARKETING A process in which a product or service developed by one person is sold by other active seller for a share of profits and uses one website to drive traffic to another. MDbN.com strongly be-lieves in affiliate marketing to drive large amounts of traffic to our site. We are creating specific partnerships with the top music companies, organizations, artists and industry professionals to accurately link one another to the best web sites for the music business through our affiliate marketing program.

PARTNERSHIPS Our business priority is to align with specific established organizations, corporations and individuals to create a revenue share system as interactive partners which allows for us to share information, connect users through our network and drive traffic to our site through mutual advertising efforts and business endeavors. These partnerships will drive growth to the site and will be established through aligning with artists, music organizations and corporations. Our partnerships will help generate large amounts of traffic to the site through various aggressive marketing initiatives on the web, TV and in print media.

CELEBRITY ENDORSEMENT Through our public relations department, MDbN.com is aligning with large named talent and industry professionals to heavily endorse our business

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Use of Proceeds

The investment will be used to finish the build out of the technology platform, license the necessary data to sell to our subscribers, and to provide general working capital as we build an infra-structure to launch our product and start our sales and marketing efforts. At the same time the additional capital will allow us to make better deals with more favorable terms to our data sup-pliers.

We anticipate it will take 3 months to build out the technology and setup the infrastructure that will allow us to successfully execute the plan and start selling our subscription services by month 4 after the initial investment. The capital will help bridge the gap during that time from the setup and launch to the point where subscription sales and advertising and affiliate revenue will be able to fund the company with no additional outside investment. We very conservatively project that the company will be cash flow positive by the 2nd quarter of Year 2.

Projected Income Statement

In the first year, we are projecting revenues of $1.5M and a loss of ($1.8M). We are assuming that we will begin selling subscriptions in month 4 and anticipate building up to 14,000 subscribers by the end of the first year with almost 900k unique visitors per month.

In Year 2 we are projecting annual sales of $6.2M and a profit of $1.6M as we grow to 58k an-nual subscribers and reach over 1.6M unique visitors a month. We also expect to start gene-rating revenue from Affiliate Sales as well as Advertising and Sponsorships by the end of the second Year. By the end of the four year plan we are projecting annual sales to grow to $27M with a pre-tax profit of $20M based on 255k Subscribers and over 5M unique visitors a month, along with $1.8M of Advertising and Affiliate Income.

FINANCIAL ASSUMPTIONS

Revenue Summary:

The total annual revenue is projected at $1.5M in Year 1 and grows to $27M annually by Year 4 The primary source of revenue will be subscriptions. We are being ultra conservative on the revenue side by slowly building the number of unique visitors and subscribers over time. In the plan, we intend to purchase 600,000 visitors to our site through an internet marketing programs beginning in month four and only project .025% (one quarter of 1%) of those targeted visitors to become paid subscribers. The annual subscription rate remains at $100 per year throughout the plan. We anticipate that two-thirds of the existing subscribers will renew their subscriptions. the following years. Over time, with our paid and viral marketing campaigns we plan to grow from just under one million unique monthly visitors in Year 1 to five million monthly

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unique visitors by the end of the four year plan. By comparison, IMDB (the film industry version of MDbN) currently has 57 million unique visitors every month.

The revenue projections also include very conservative income projections for Advertising Revenue with only $80k forecasted in the first year and reaching just over $1M by the end of the four year plan. The Advertising revenue will be made available solely on our free version of the site. Starting in year 2, we also plan to start affiliate programs (such as Ticketmaster and Itunes) and project only $133k in year 2 and growing to almost $600k a year in year 4. These are based on traditional affiliate rates of 6%-8% of sales depending on the affiliate.

PULLING IN PROFIT

How will the site generate revenue?

Being Internet based, we have earning potential 24 hours a day, 7 days a week. MDbN.com uses a membership model as its main source of generating review. MDbN.com charges a $100 annual membership fee for its users. Advertising and banner space will also produce revenue for MDbN.com. Internet traffic will determine the revenue every month. MDbN.com also anticipates revenue from sponsorship and affiliate deals from iTunes, Digstation.com, Ticketmaster.com and Stubhub.com as potential affiliates.

In terms of revenue models, MDbN.com will allow its members to peruse aggregated metadata and editorial from a variety of sources. The site will charge $100 per year for unlimited access to data, which can be synched to desktop and Smartphone applica-tions. The use of a subscription model will provide smooth, predictable revenue growth.

BUILDING OUR DATABASE

SITE CONTENT

How/where we get our information?

The information in MDbN comes from various sources. It will be largely provided through partnerships, licensing, volunteer editors and by the users. Strategic partnerships will supply us with a vast amount of data that will create the foundation for the database. We are currently structuring partnerships with established music companies, organizations, publications and industry professionals. Content will be actively gathered through licens- ing content, data mining and resourcing public records, but comes mostly from submis- sions by people in the industry (our members). Our main sources of information will be derived album credits, press kits, official bios, autobiographies, and interviews. Various contributors and an international team of music industry pro’s with an encyclopedic

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knowledge of trivia and a large collection of reference materials will produce large amounts of content for our site. Data will also be created by our own editors based on existing content and compiled for our target user. Our staff will process the large amounts of information we receive and add to the database every week ensuring the most dependable up to date information.

How accurate/reliable is our data?

The information is subjected to approval by our staff with expertise in various areas of music history, with the actual staff largely used to screen and edit the voluminous amount of material submitted daily, and to track information from industry resources on current and planned projects and contemporary personalities only. MDbN data will be checked for consistency to ensure extremely accurate and reliable information. The in-formation listed is subject to change especially on unreleased albums. We foresee mi-nor, occasional mistakes, which will promptly be addressed as they are identified/reported. MDbN.com will always encourage feedback and strive to maintain the competitive edge in the marketplace.

Expense Summary:

Data Licensing

One of the largest expenses for MDbN is for data licensing (from such vendors such as Reeds Business, ROVI Data, Gracenote and Neilson) which are projected at $600k during the first year and increasing 5% per year over the four year plan as we continually look to enhance our data-base and add more services. As our subscription base and revenue transactions build over time, these costs will decline to only 3% of total revenues by the end of year 4.

Credit Card Fees

Credit Card fees are factored in at 3% of total revenues.

CUSTOMER SERVICE

MDbN.com is focused on the needs and wants of its customers and the music industry. We strive to provide a beneficial experience to each user that visits our site. We offer customer- oriented applications and valuable content to help users manage, run and ex-pand their business.

MDbN.com will meet all requirements for needed web hosting and customer service 24 hours a day, 7 days a week.

MDbN.com allows for opportunities for personalization of content, one-to-one marketing, and networking. Our interactive strategy will ensure quality functionality of site features and user ship.

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Our business will be visible to a global audience. MDbN.com will offer support for inter- national users. To avoid complexity for payment options for our International customers, MDbN.com will price in US dollars or international currency.

Programmers

Write, modify, and debug software for client applications. Use source debuggers and visual de-velopment environments. Write code to create single-threaded or user interface event driven applications, either stand-alone and those which access servers or services. Test and document software for client applications.

Systems Engineer

Heads the information technology side of MDbN. Responsible for the design and ongoing main-tenance of the MDbN infrastructure. Handles strategic software design that shapes the system architecture. Manages the technical department for all project development and implementation efforts.

Systems Architect

Maintain and enhance employer's existing system architecture to support Tier 2 search engine. Analyze the technical specifications and Design systems architecture. Direct the development and testing of the systems software applications and implementation and documentation of In-ternet compliant applications (front & back end)

Site Content Manager

Write, edit, and develop web site content. Gather and research information that enhances the value of the site. Work with marketing and graphics designers to insure consistency. Gather us-er feedback for website improvement and enhancements.

Director Marketing and Business Development

Innovative communicator who is responsible for creative marketing, design, PR communication and has been a main stay in the architecture of the MDbN system. Connector who facilitates strategic partnerships and oversees daily affiliate activities. monitors traffic-quality trends.

Client Services Representative

Duties include cold calling leads in targeted verticals, creating proposals, closing deals, account management.

Income Statement and Cash Flow Projections Included in the Appendix are the following financial Analysis  Appendix 1 – Four Year Income Statement Projection  Appendix 2 – Four Year Annual Cash Flow Projection

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Appendix 1

Annual Income Statement

Total Total Total Total Year 1 Year 2 Year 3 Year 4

Revenues: _ Subscriptions 1,432,366 5,803,846 12,969,156 25,541,256 Advertising/Sponsorships 60,159 222,234 665,168 1,194,546 Affiliate Revenue _ 119,013 263,679 557,782 Total Revenues 1,492,526 6,145,093 13,898,003 27,293,584

Expenses: Build (707,000) (138,000) Data Licensing (600,000) (630,000) (660,000) (693,000) Credit Card Fees (44,776) (184,783) (417,411) (819,813) Marketing (405,351) (615,188) (830,274) (1,158,542) G&A (1,982,877) (3,017,135) (3,747,026) (4,303,491) Capital Expenditures (246,500) (36,600) (30,600) (250,000) Depreciation (89,417) (103,950) (114,150) (114,150) Contingency (300,000) Total Expenses (4,375,921) (4,725,656) (5,799,461) (7,338,996)

Pre-Tax Profit ($2,883,395) $1,419,437 $8,098,542 $19,954,588

Monthly Unique Visitors 886,473 1,591,979 2,858,965 5,134,290 Annual Subscribers 14,324 58,038 129,692 255,413

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Appendix 2

Annual Cash Flow

Year 1 Year 2 Year 3 Year 4

Beginning Cash $ _ $706,021 $2,229,408 $10,442,100

Sources

Investment 3,500,000 _ _ Revenues: _ Subscriptions 1,432,366 5,803,846 12,969,156 25,541,256 Advertising/Sponsorships 60,159 222,234 665,168 1,194,546 Affiliate Revenue _ 119,013 263,679 557,782 Total Sources 4,992,525 6,145,093 13,898,003 27,293,584

Uses: Build (707,000) (138,000) Data Licensing (600,000) (630,000) (660,000) (693,000) Credit Card Fees (44,776) (184,783) (417,411) (819,813) Marketing (405,351) (615,188) (830,274) (1,158,542) G&A (1,982,877) (3,017,135) (3,747,026) (4,303,491) Capital Expenditures (246,500) (36,600) (30,600) (250,000) Contingency (300,000) Total Uses (4,286,504) (4,621,706) (5,685,311) (7,224,846)

Ending Cash $706,021 $2,229,408 $10,442,100 $30,410,838

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5 Year Annual Revenue Statement

Total Total Total Total Total Year 1 Year 2 Year 3 Year 4 Year 5

Revenues: _ Subscriptions 1,432,366 5,803,846 12,969,15 25,541,256 46,208,60 6 0 Advertising/Sponsorships 60,159 222,234 665,168 1,194,546 2,150,182 Affiliate Revenue 119,013 263,679 557,782 1,394,455 _ Total Revenues 1,492,526 6,145,093 13,898,0 27,293,58 49,753,23 03 4 7

Monthly Unique Visitors 886,473 1,591,979 2,858,965 5,134,290 9,241,722 Annual Subscribers 14,324 58,038 129,692 255,413 462,086

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