mobb deep copublishing -w- bmg
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COPUBLISHING AGREEMENT
AGREEMENT made and entered into as of February
1, 1995,
by and
between BMG ·songs, Inc. and Careers-BMG Music Publishing, Inc.,
1540
Broadway, New York, New York
10036-4098
(hereinafter referred
to·as Publisher } and Albert Johnson (p/k/a Prodigy ) and Kejuan
Muchita (p/k/a Havoc ) , together, p/k/a MOBB DEEP, c/o John M.
Rannells, Esq., Baker & Friedman,
359
East Main Street, Somerville,
NJ 08876 (hereinafter jointly and severally referred to as
11
0wner
11
), with reference to the following facts.
A. Owner is engaged in the business of music publishing and owns
and controls and will own and control during the term hereof
certain musical compositions as hereinafter defined which are and
will be available for exploitation and administration throughout
the world (hereinafter referred to as the Territory ).
B. Publisher is engaged in the business of music publishing and
has certain facilities and services available to it for the
administration and exploitation of musical compositions.
C. owner desires to share with Publisher the ownership and
control of the Compositions and further desires to appoint
Publisher to act as exclusive administrator of the Compositions in
the Territory and Publisher is willing to accept such ownership,
control, and appointment.
NOW, THEREFORE, premises considered, it is agreed as follows:
1.
DEFINITIONS
1.1
Composition(s) (a) all musical compositions presently
owned or controlled, in whole or in part, directly or indirectly,
by Owner (to the full extent of Owner's interest therein), all of
which musical compositions Owner warrants are set forth and
identified in Schedule A annexed hereto, and (b) all musical
compositions owned or controlled, in whole or in part, directly or
indirectly, by Owner during the Term hereof (to the full extent of
Owner's interest therein) regardless of the method of acquisition
of such ownership or control. Excluded from this agreement shall be
those musical compositions currently subject to administration by
another publisher; Owner warrants and represents that all such
compositions are set forth on Schedule
B
annexed. If at any time
during the Term hereof any such compositions revert to Owner, Owner
shall give Publisher notice thereof and such compositions shall
automatically become subject to this agreement in all respects.
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1. 2 Gross Receipts
II
all monies directly and identifiably
attributable by title to the use and exploitation of the
Compositions in the Territory (including non-returnable advances
related solely to one or more Compositions hereunder), which monies
are actually received by Publisher in the United States (whether
from publishing licensees affiliated with Publisher or otherwise).
If at any time Publisher enters the business of manufacturing
and/or distributing printed editions of musical compositions, Gross
Receipts with respect to printed editions of the Compositions shall
be deemed to be an amount equal to an industry standard
royalty
payable by a third party print licensee for the use concerned.
1. 3 Net Income - Gross Receipts less: (a) Publisher's direct
out-of-pocket costs of administration directly and identifiably
attributable to the Compositions (exclusive of Publisher's
overhead) namely, costs of transcribing lead sheets, costs of
producing and disseminating demonstration recordings (subject to
Owner's Consent in each instance) , and copyright registration
filing fees; and (b) an administration fee for Publisher equal to
seven point five percent (7.St) of Gross Receipts. Notwithstanding
the foregoing, Publisher shall not charge demo costs against Gross
Receipts, in excess of $500 per demo, withoµt Owner's prior Consent
in each instance.
1.4 Cover Record - a phonorecord and/or audiovisual work (as
such terms are defined in the U.S. Copyright Act) recorded and
initially released or distributed in the Territory embodying a
Composition or portion thereof, other than recordings embodying
featured performances of the songwriter who wrote the Composition
concerned.
1.5 Recording Agreement - the recording agreement between Owner
and Loud Records ( RCA/Loud Records
11
)
dated March 3, 1994, as the
same may be amended from time to time.
1.6
11
Consent
11
- (a) Owner's prior written approval which shall be
sent to Publisher within ten
(10)
business days following
Publisher's request, and if Owner does not respond within such time
period, the request shall . be deemed approved; and (b) which
approval shall not be unreasonably withheld.
1.7 Release - the later of (a) commercial release in the United
States of the record concerned, or (b) Publisher's issuance of a
mechanical license for such record, which Publisher shall issue
promptly after request, in addition to clearance of all samples.
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2. GRANT OF RIGHTS
2. 1 Owner hereby sells, assigns, transfers, and sets over to
Publisher an undivided fifty percent (50 ) interest in and to all
of Owner's right, title and interest in the Compositions throughout
the world including without limitation all copyrights, rights to
copyrights therein and any other rights relating to the
Compositions, now known or which may hereafter be recognized or
come into existence, and renewals and extensions thereof under and
subject to applicable laws, treaties, regulations and directives
now or hereafter enacted or in effect throughout the world, and all
claims and causes of action relating to the Compositions accrued or
hereafter accruing at any time. To such effect, Owner shall
execute and deliver herewith the Assignment of Copyright attached
hereto.
2.2 Owner grants to Publisher the sole and exclusive right, during
the Term and Retention Period, in the Territory, to administer,
control, use, exploit, and otherwise deal in and for the
Compositions and collect income in connection therewith whenever
earned (including, without limitation, income earned prior to the
start of the Term), all of which Publisher hereby agrees to do in
accordance with best business practices generally prevailing in the
music publishing industry. The foregoing grant includes by way of
example but not limitation:
(a) The sole and exclusive right to print, publish, vend, and
sell in all forms, printed editions of the Compositions, to
authorize others to do so, and to collect all fees and royalties
becoming due with respect thereto;
(b) Subject to subparagraph 2A.4 below, the sole and
exclusive right to make or cause to be made, and to license others
to make, master records, transcriptions, sound tracks, pressings,
and any other mechanical, electrical, or other reproductions of the
Compositions, in whole or in part, in such form, manner and
frequency as Publisher shall determine in its sole discretion,
including the right to synchronize the same with audiovisual works,
and the right to manufacture, advertise, license, or sell such
reproductions for any and all purposes, including without
limitation private performances and public performances, radio
broadcast, television, sound motion pictures, wired radio,
phonograph records, and any and all other means or devices whether
now known or which may hereafter come into existence, and to
collect all fees and royalties becoming due with respect thereto;
(c) The sole and exclusive right (subject to the rights
heretofore granted by Owner to the performing rights societies with
which Owner is affiliated) to perform the Compositions publicly,
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{.
whether for profit or otherwise, by means of public ·or private
performance, radio broadcasting, television, or any and all other
means whether now known or which may hereafter come into existence,
and to collect all fees and royalties becoming due with respect
thereto;
(d) The sole and exclusive right to substitute a new title or
titles for the Compositions or any of them and to make any
arrangement, adaptation, translation, dramatization, or
transposition of the Compositions or any of them, in whole or in
part, and
n
connection with any other musical, literary, or
dramatic.material, and to add new lyrics to the music of any of the
Compositions or new music to the lyrics of any of the Compositions,
in Publisher's sole discretion;
{e) (i) The sole and exclusive right (subject to section
(ii) below) to prosecute, defend and settle any third party action
or claim relating to the Compositions and the respective rights of
Owner and Publisher therein;
(ii) If at any time Publisher, in its sole discretion
(due to a conflict of interest or otherwise) decides to not pursue
a claim or action relating to the Compositions, or to not maintain
a claim or action in progress, it shall give Owner notice thereof.
Publisher shall have the right to settle and/or discontinue such
claim or action unless, within fifteen (15) business days after the
date of such notice, Owner gives Publisher notice t.hat it shall
pursue or maintain the claim or action concerned and, with respect
to actions in progress, substitutes its own counsel in the action
(and, as necessary, moves to intervene as a party). In such event,
Owner shall have the right to pursue or maintain such claim or
action, at Owner's sole expense and in Owner's discretion, provided
that any settlement or recovery arising therefrom shall, after
deduction of Owner's out-of-pocket reasonable attorneys' fees and
costs, be turned over to Publisher for treatment as Other Income as
provided herein. Further, music publishing rights acquired by
Owner as a result of such settlement or recovery shall, as
applicable, be subject to Publisher's rights hereunder without any
additional advance being payable;
(f) The sole and exclusive right to enter into agreements
with related or unrelated third parties for the so-called
11
subpubl ication
11
of the Compositions throughout the Territory
(pursuant to which such subpublishers shall deduct as their fee
twenty percent
{20 )
of gross income) and to collect all fees and
royalties becoming due thereunder;
(g) Subject to subparagraph 2A.2 (e) below, the sole and
exclusive right to use the names and likenesses of the author(s)
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and composer ( s) of the Compositions (hereinafter j'ointly and
severally referred to as the Authors and Composers ), and the name
of Owner for the purposes of advertising and trade in connection
with the use and exploitation of the Compositions and for so-called
institutional advertisements for Publisher's business and
products; and
(h) Any and all other rights of every and any nature now or
hereafter existing under and by virtue of any common law rights,
copyrights or any other rights relating to the Compositions now
known or which may hereafter be recognized or come into existence,
and renewals and extensions thereof throughout the world under
applicable laws, treaties, regulations and directives now or
hereafter enacted or in effect.
2A. MARKETING
2A.1 Owner's royalty hereunder shall not be reduced by any
collection fees charged by The Harry Fox Agency, CMRRAor any other
such collection agent which may be used by Publisher in the United
States or Canada in connection with RCA or an RCA-affiliated label.
2A.2 (a} Notwithstanding anything to the contrary in this
agreement, Publisher shall not, during the Term in the United
States, without Owner's Consent:
(b) Issue any licenses for any
11
Grand Rights use of any
Compositions.
uGrand Rights , when used with respect to use of a
musical composition, means performance of such composition by an
actor or actress in a musical comedy, play, opera, operetta,
theatrical motion picture or television program in which there is
a definite plot depicted by action and in which such performance is
woven into and carries forward the plot and its accompanying
action.
(c) Issue mechanical copyright licenses for any Composition,
with respect to the initial release of top-line records, at a rate
less than the minimum statutory rate in the United States. This
paragraph shall not apply to any reduced-price records or other
records or sales customarily subject to discounted mechanical
copyright royalty rates in the record industry, such as club sales,
TV/radio or key outlet sales, free goods, and other non-normal
retail channel sales.
(d) License the Compositions for use in commercial
advertisements or for featured use in television or theatrical
motion picture films. This subparagraph shall not apply, to
licenses granted at time (s) at which there are any unrecouped
advances.hereunder.
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(e) Use Owner's likeness, provided that Owner's failure to
Consent must detail the reasons therefor and must be accompanied by
realistic suggestions for revision or alternative materials (which
shall be subject to Publisher's approval).
(f) Make any material change
n
any Composition. This section
shall not apply to translations, arrangements and other changes
permitted by statute or custom in the country concerned.
(g) Exploit so-called merchandising rights related to the
Compositions.
2A.3 In exploiting the Compositions, Publisher shall deal with its
BMG wholly-owned record licensees on an arms-length basis. Without
limitation and subject to subparagraph 2A.4 below, any 3/4 rate
mechanical copyright license shall be deemed arms-length for the
purposes of this paragraph 2A.3.
2A.4 Compositions controlled by Publisher and released by RCA/Loud
Records shall bear a full statutory rate on top-line normal retail
channel sales
n
the United States.
3. TERM AND RETENTION PERIOD
3 .1 (a) The term of this agreement (the Term ) will begin on
February 1, 1995 and will continue for an initial period (the
Initial Period ) ending thirty (30) days after the date when Owner
completes fulfillment of the Minimum Delivery Commitment for the
succeeding Contract Period (i.e., the first Option Period), i.e.,
to enable Publisher to preview the Commitment for such first Option
Period before opting for same. In no event shall the Initial
Period subsist for less than one (1) year.
(b) Owner grants Publisher three (3) separate options to
extend that Term for additional Contract Periods ( Option Periods )
on the same terms and conditions except as otherwise provided.
Publisher may exercise each of those options by sending Owner a
notice not later than the expiration date of the Contract Period
which is then in effect (the current Contract Period ). Each
Option Period will begin immediately after the end of the current
Contract Period, and will continue for a period ending thirty (30)
days after the date when Owner completes fulfillment of the Minimum
Delivery Commitment for the succeeding Option Period; except that
the last Option Period will continue for a period ending three (3)
months after Owner's fulfillment of the Commitment for such last
Option Period. No Option Period (other than such last Option
Period) shall subsist for less than one (1) year. As used herein,
a Contract Period means the Initial Period or any Option Period
(as herein defined), as applicable.
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(c) If Publisher fails to exercise its rights for an Option
Period within the thirty (30) day period concerned, the Term will
terminate as of the end of that thirty (30) day period, and
Publisher shall have no rights in the Compositions Delivered in
reduction of the Minimum Delivery Commitment for the Contract
Period for which Publisher did not exercise the option, but
Publisher shall retain all other rights acquired during the Term.
3.2 Notwithstanding the expiration of the Term, Publisher shall
retain all rights acquired by it under this agreement for life of
copyright in each Composition in each respective country of the
Territory and all renewals and extensions thereof (the Retention
Period ), except that the later of (a) ten (10) years post-Term, or
(b) the end of the semiannual period during which all advances are
recouped, Owner shall assume administration of their half
copublisher share and entire songwriter share of royalties.
3.3 With respect to all monies earned or accrued in connection
with the use and exploitation of the Compositions during the Term
and Retention Period (and without limitation of whatever other
rights Publisher may have after the Term), Publisher shall have the
right to collect and receive such monies not only during such Term
and Retention Period but also after expiration of such Retention
Period. Publisher (or its print licensee) shall additionally have
the right to sell-off individual sheet music printed editions of
the Compositions manufactured during the Term and Retention Period
for a period of one (1) year after the expiration of the Retention
Period and, with respect to all other printed editions of the
Compositions, until stock is depleted.
4. MINIMUM DELIVERY COMMITMENT
4.1 During each Contract Period, Owner shall deliver to Publisher
newly written and entirely original Compositions written by Owner
and constituting no less than two-thirds (2/3) control (by number
of Compositions and parts thereof) of one (1) album (including
multiple record sets which count as one album) commercially
released in the United States on a major label and embodying
entirely the performances of Owner performing as the group p/k/a
MOBB DEEP (the Minimum Delivery Commitment ). For the purposes
of such Minimum Delivery Commitment, if an album is 1/3 or more
controlled by Owner then such album shall be deemed an album in
satisfaction of such Commitment (but shall be subject to advance
reduction as provided below). However, if an album is less than
1/3 controlled by Owner, then such album shall not satisfy such
Commitment but the Compositions therein shall nonetheless be
subject to Publisher's rights hereunder. Concert , live ,
greatest hits , or best of albums or other compilations shall
not apply in satisfaction of such Commitment but shall nonetheless
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be subject to Publisher's rights hereunder. Such delivery shall be
in the form of the final mix for the album concerned as approved by
the record company. Without limitation of Publisher's rights, if
the first such album release does not occur within one (1) year
after the date of this agreement, or if any subsequent album is not
released within one
1)
year after the prior album release,
Publisher shall have the right, by giving Owner notice, to
terminate the Term of this agreement.
5.
ADVANCES
5. l Publisher shall pay to Owner the following non-returnable
advances recoupable from all royalties payable hereunder:
(a) For the Initial Period:
90,000,
one-quarter of which
Owner acknowledges receipt, one-quarter of which shall be payable
on execution hereof, and one-half of which shall be payable
promptly after Release of first album of Owner's Minimum Delivery
Commitment.
(b) For the Option Periods:
An
amount equal to two-thirds
(2/3) of.the U.S. mechanical royalties credited to Owner's account
hereunder, for either (i) the average per statement of the four
accounting statements rendered hereunder preceding the due date of
the relevant option period advance (or if four statements have not
been rendered, the average per statement of the statements
rendered) multiplied by two, or (ii) the average per statement of
the two such preceding statements multiplied by two, whichever is
less, with minimums and maximums as follows:
First Option Period
Second Option Period
Third Option Period
Minimum
' 70,000
85,000
95,000
Maximum
140,000
170,000
190,000
(c) Advances for Option Periods shall be payable one-half
(1/2) no later than Publisher's exercise of its option for the
album containing the Compositions constituting the Minimum Delivery
Commitment for the Contract Period concerned and one-half (1/2) no
later than Release of such album (provided all samples are
cleared).
(d) (i) The advances provided in this paragraph 5 .1 apply
only to studio albums containing at least two-thirds (2/3) new
Compositions subject to exclusive exploitation hereunder ·(or
fractional shares constituting such 2/3 control in the aggregate),
i.e. resulting in at least
.44
of mechanical income. If any album
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is not so constituted, Publisher shall pay, in lieu of the
applicable advance, an advance equal to the product of (A) the
otherwise applicable advance, and (B) a fraction, the numerator of
which is the per unit mechanical income actually paid to Publisher
on the album concerned, and the denominator of which is $.
44) .
(The foregoing dollar amounts shall be increased proportionately as
and when the minimum statutory mechanical royalty rate is increased
from
$.066).
In no event shall such fraction exceed one
(1).
(ii) There shall be no reduction in advances except as
provided under this agreement. There shall be no reduction of
royalties by operation of Section 5.l(d) (i) above in any event.
6. ROYALTIES AND ACCOUNTINGS
6 .1
Publisher shall credit to Owner's account
amount equal to the following percentages of
Income:
royalties in an
Publisher's Net
(a) With respect to uses of the Compositions in the United
States:
( i)
(ii)
(iii)
(iv)
v)
Publisher's share of
public performance income:
Mechanical royalty income
(other than income derived
from Cover Records):
Cover Records:
Synchronization income
(i.e., synchs secured by
Publisher; otherwise treated as
Other Income ) :
All other Income:
SO%
75%
65%
65%
(b) With respect to uses of the Compositions outside the
United States:
(i) Publisher's share of
public performance income:
(ii) Mechanical royalty income
(other than income derived
from Cover Records):
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(iii)
{ v)
{v
Cover Records:
Synchronization income
(i.e., synchs secured by
Publisher; otherwise treated as
11
Other Income
11
:
All other Income:
65%
65%
75%
(c) In the event Publisher is or shall be a party to any
subpublishing, collection, or administration agreement for any
country of the world with a subsidiary or affiliate that is not
managed by a third party, the fee retained by such subsidiary or
affiliate shall, for the purposes of calculating royalties
hereunder, be twenty percent (20%) of gross income computed at the
source.
6. 2 The amounts provided as payable to Owner by Publisher as
royalties in paragraph 6 .1 above are inclusive of all fees and
royalties becoming due to the Authors and Composers,
t
being the
parties' express intention that Publisher shall have no obligation
to account for or to pay any royalties. to the Authors and
Composers, such obligation to be solely and exclusively that of
Owner.
6.3 Publisher will compute Owner's royalties as of each June 30th
and December 31st for the prior six (6) months. (Publisher
reserves the right to alter such accounting periods without notice,
but in no event shall Publisher account less frequently than every
six months.) On the next September 30th or March 31st (or if
Publisher alters the accounting periods, on the date ninety (90)
days following the period concerned) Publisher will send Owner a
statement covering those royalties and will pay Owner any net
royal ties which are due after deducting unrecouped advances or
other recoupable and/or deductible amounts hereunder. Each
Composition shall be accounted for separately on the statement.
Publisher will not be required to send Owner a royalty payment for
any period in which the royalties payable to Owner will be 25.00
or less (but a statement shall nonetheless be rendered) ; such
royalties shall be held and paid along with the next statement
requiring payment in excess of 25.00. Publisher shall only hold
reserves against Owner's royalties n instances where there s a
possibility of a charge, credit or return, e.g. if Publisher
entered the business of distributing printed editions. Such
reserves shall be reasonable and shall be liquidated by the end of
the third accounting period after they are taken. If Publisher
makes any overpayment to Owner, Owner will reimburse Publisher •for
it; to the extent not immediately reimbursed, Publisher may also
deduct it from any payments due or becoming due to Owner.
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,·
6. 4 Royalties for the exploitation of Compositions outside the
United States shall be converted from the national currency
concerned (on the date actually credited to Publisher s account) at
the same rate of exchange that Publisher uses to convert the
accountings from its subpublishers and shall be computed and paid
in U.S. Dollars. Such royalties shall not be due and payable by
Publisher until payment therefor has been received by Publisher in
the United States in United States Dollars. If Publisher shall not
receive payment in the United States, or in United States Dollars,
and shall be required to accept payment in
a
foreign country or in
foreign currency, Publisher shall deposit to the credit of Owner
(at Owner s request and expense), in such currency in a depository
in the country in which Publisher is required to accept payment,
Owner s share of royalties due and payable to Owner with respect to
such exploitations. Deposit as aforesaid shall fulfill the
obligations of Publisher as to exploitations to which such royalty
payments are applicable. Such royalties shall be subject to any
taxes applicable to royalties remitted by or received from foreign
sources. Further, if any law, government ruling or any other
restriction affects the amount of the payments which Publishers s
licensee can remit to Publisher, Publisher may deduct from Owner s
royalties an amount proportionate to the reduction in such
licensee s remittances to Publisher.
6.5 (a) Publisher will maintain books and records which report·
exploitation of Compositions for which royalties are payable to
Owner. Owner may, at Owner s own expense, examine those books and
records, as provided in this paragraph only. Owner may make those
examinations only for the purpose of verifying the accuracy of the
statements sent to Owner under paragraph
6.3.
Owner may make such
an examination for
a
particular statement only once, and only
within one year after the date when Publisher is required to send
Owner that statement under paragraph 6.3. Owner may make those
examinations only during Publisher s usual business hours, and only
at the place where it keeps the books and records to be examined.
If Owner wishes to make an examination Owner will be required to
notify Publisher at least
30
days before the date when Owner plans
to begin it, and to make an appointment with Publisher at a time
reasonably convenient to Publisher. Owner will not be entitled to
examine any records that do not specifically report exploitation o
Compositions as to which royalties are payable to Owner. Only
an
independent certified public accountant may make such an
examination for Owner, but not a particular accountant if he or his
firm has begun an ex min tion of Publisher s books nd records for
any person or entity except Owner, unless the examination has been
concluded and any applicable audit issues have been resolved. Such
accountant must execute a confidentiality agreement relating• to
Publisher s books and records before proceeding with any audit.
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.
·,
(b) Notwithstanding subparagraph 6.S(a) above, if Publisher
notifies Owner that the representative so designated by Owner to
conduct an examination of Publisher's books and records is engaged
in an examination on behalf of another person or entity ( Other
Examination ), Owner may nevertheless have Owner's examination
conducted by its designee, and the running of the time within which
such examination may be made shall be suspended until Owner's
designee has completed the Other Examination, subject to the
following conditions:
(i) Owner shall notify Publisher of its election to that
effect within fifteen
(15)
days after the date of Publisher's said
notice to Owner;
(ii) Owner's designee shall proceed in a reasonably
continuous and expeditious manner to complete the Other Examination
and render the final report thereon to the client and Publisher;
and
(iii) Owner's examination shall not be commenced by
Owner
1
s designee before the delivery to Publisher of the final
report on the Other Examination, shall be commenced within thirty
(30) days thereafter, and shall be conducted in a reasonably
continuous manner.
6. 6 If Owner has any objections to a royalty statement, Owner will
give Publisher specific notice of that objection and Owner's
reasons for it within two
2)
years after the date when Publisher
sends owner that statement under paragraph 6.3. (For the purposes
of this Article 6, such statement shall be deemed to have been sent
to Owner on the due date prescribed in paragraph 6.3 unless Owner
gives Publisher notice of non-receipt within 3
O
days after such due
date.) Each royalty statement will become conclusively binding on
Owner at the end of that two-year period, and Owner will have no
further right to make any other objections to it. Owner will have
no right to sue Publisher in connection with any royalty
accounting, or to sue Publisher for royalties derived from
exploitation of Compositions during the period a royalty accounting
covers, unless Owner commences the suit within that two-year period
and Owner hereby waives any longer statute of limitations that may
be permitted by law. If Owner commences suit on any controversy or
claim concerning royalty accountings rendered to Owner under this
agreement, the scope of the proceeding will be limited to
determination of the amount of the royalties due for the accounting
periods concerned; and the court will have no authority to consider
any other issues or award any relief except recovery of any
royalties found owing. Owner's recovery of any such royalties.will
be the sole remedy available to Owner or the Authors and Composers
by reason of any claim related to Publisher's royalty accountings.
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Without limiting the generality of the preceding senten·ce, neither
Owner nor the Authors and Composers will have any right to seek
termination of this agreement or avoid the performance of Owner's
obligations under it by reason of any such claim.
6A. LOSS OF RECORDING AGREEMENT
6A:1 The parties acknowledge that the Recording Agreement
constitutes an important consideration for Publisher in entering
into this agreement. It is anticipated that at
all
times during
the Term Owner shall be subject to the Recording Agreement and that
the term of the Recording Agreement shall be in effect. If at any
time during the Term hereof the term of the Recording Agreement
shall have expired or been sooner terminated, then Owner shall give
Publisher prompt notice thereof, it being understood that this
paragraph GA shall not apply if Owner promptly executes a new
recording agreement with RCA or an RCA-affiliated label. Publisher
shall have the right to either (a) terminate the Term, or (b)
extend the Term until another major-label recording agreement is
secured which is acceptable to Publisher (and if not acceptable
Publisher may then terminate the Term) for up to three ( 3)
consecutive six (6)-month periods, by paying to Owner an advance of
$3,000 at the start of each such six (6)-month period (in lieu of
any other advance specified hereunder), or (c) continue this
agreement as modified by paragraph 6A.2 below. All such options
shall be exercisable by notice to Owner within sixty (60) days
after receipt of Owner's notice or after the end of the additional
period concerned, as applicable. Any failure by Publisher to so
opt shall be deemed an exercise of the option specified in
subparagraph 6A. l (b) . If Publisher terminates the Term pursuant to
this paragraph 6A.l, all parties will be deemed to have fulfilled
all their obligations under this agreement, except those
obligations which survive the end of the Term, and Owner shall
immediately repay to Publisher the amount, not then recouped, of
any advance hereunder relating to Compositions which have not been
delivered (or, as applicable, released on an album if the Minimum
Delivery Commitment so provides), e.g., a prepaid advance.
6A.2 If Publisher elects to continue this agreement as provided in
subparagraph 6A.l(c) above, then this agreement shall convert to an
exclusive copublishing agreement in the form hereof subject to the
following: (a) a new Contract Period shall commence on the date of
Publisher's election under subparagraph 6A.l(c), with new Option
Periods equal to the number of Option Periods remaining prior to
such election; (b) Owner's Minimum Delivery Commitment shall be ten
(10) Compositions written
by
the Owner concerned for each Contract
Period; one-half {1/2) of such Compositions shall be delivered
within the first nine (9) months of the Contract Period and the
balance within three (3) months thereafter; (c) each Contract
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·
Period shall subsist for the longer of one (1) year or ilntil sixty
(60) days after completion of the applicable Minimum Delivery
Commitment; and (d) Publisher shall pay Owner an advance of $10,000
in each Contract Period, payable monthly (in lieu of any other
advances specified hereunder). Such advances shall be reduced by
the amount of any advance previously paid by Publisher in the
Contract Period concerned, prior to Publisher's election under
suoparagraph 6A.l(c).
7. REPRESENTATIONS. WARRANTIES AND INDEMNITIES
7.1 Owner represents and warrants to Publisher that:
(a) It has the full right, power and authority to enter into
this agreement and to grant to Publisher all of the rights
purported to be granted to Publisher hereby;
(b) The Compositions (i.e., only Owner's share thereof) are
and will be wholly original with the Authors and Composers. and
protectable by copyright in the Territory, and the administration,
control, use and exploitation thereof by Publisher hereunder will
not subject Publisher to liability of any kind to any third party
(including, without limitation, the Authors and Composers).
Publisher acknowledges that certain Compositions shall contain
samples or be co-written with Owner and Owner will not necessarily
control such samples or co-written materials, however, such
Compositions are nevertheless subject to the provisions hereunder
relating to advance reduction, indemnity and otherwise.
(c) Without limitation of paragraph (a) above, there are and
will be no liens or encumbrances upon the Compositions and Owner
has not heretofore and will not hereafter solicit or accept any
advance from any third party which would in any manner diminish the
monies available to Publisher in connection with the use,
administration or exploitation of the Compositions; nor are the
Compositions subject to any controlled composition clause or
other agreement which purports to fix the compensation payable with
respect to any uses of the Compositions, other than the Controlled
Composition clause in the Recording Agreement, a copy of which is
annexed hereto as Exhibit 7.l(c).
(d) Owner has and will have valid and enforceable written
exclusive songwriter agreements with the Authors and Composers
under which the Compositions are and will be the sole and exclusive
property of Owner; and
(e) During the Term hereof Owner shall conscientiously pursue
their songwriting and recording career and shall not materially
alter their professional status in effect as of the commencement of
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,.
this agreement. Without limitation of Publisher's other remedies
hereunder, any material change in such status shall allo~ Publisher
the right to terminate such Term.
{f) Owner is, and at all times during the Term shall be,
a
member in good standing of ASCAP and BMI pursuant to an affiliation
agreement dated July 14, 1992 for Kejuan Muchita (ASCAP) and May
31; 1991 for Albert Johnson (BMI}. In the event that Owner is not
affiliated with such society and/or such affiliation lapses during
the Term, Publisher shall have the right to register a one hundred
percent {100%} interest in the Compositions with such society in
Publisher's name, subject to the payment of royalties to Owner
hereunder.
7.2 Publisher represents and warrants to Owner:
(a) Publisher is, and will be during the term, active in the
United States and, through licensees or collection agents or
societies elsewhere in the Territory, in the business of music
publishing; and
(b) Publisher has the full right, power and authority to
enter into this agreement and to grant to Owner all of the rights
purported to be granted to Owner hereunder.
7.3 Owner represents, warrants, covenants and agrees that they
will write (musical compositions and scores) exclusively for
Publisher during the Term of this agreement.
7.4 (a) If any bona fide claim shall be lodged with Publisher or
any bona fide action commenced having as its basis a claim which,
if proved, would constitute a breach by Owner of any of Owner's
representations, warranties, or covenants contained herein,
Publisher, in addition
to
any other right or remedy otherwise
available, may withhold from any payments otherwise due to Owner
hereunder an amount equivalent to that claimed or sued for plus
reasonable costs and reasonable attorney's fees relating thereto.
Any amount so withheld shall be held y Publisher in an interest
bearing account for the benefit of Owner and shall be released to
Owner (after deduction of any amounts Publisher may retain under
subparagraph 7. 4 (b) below) when Publisher shall have received
reasonable assurances that the claim or action has been finally
settled or fully adjudicated and the judgment satisfied, or that
the statute of limitations on such claim has run,
or
when
reasonable and adequate security for the claim has been provided by
Owner to Publisher.
(b) Each party hereto ( for these purposes,
shall indemnify, defend and hold the other party
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Indemnitor )
( Indemnitee
11
)
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harmless against and in respect of any claims, losses, ·damages or
expenses (including, without limitation, reasonable attorneys' fees
and litigation costs), that Indemnitee may incur, which arise from
or relate to any alleged breach of, or failure by Indemnitor to
perform, any of Indemnitor's representations, warranties, or
promises in this agreement or in any schedule, certificate,
exhibit, or other instrument furnished or to be furnished by
Indemnitor under or in connection with this agreement. Indemnitee
shall notify Indemnitor of any claim presented to Indemnitee by a
third party. Indemnitor shall defend any third party claim, at its
sole expense, with counsel approved by Indemnitee, except that, at
Indemnitee's option, Indemnitee may defend the claim (at
Indemnitor's sole expense) and shall consult with Indemnitor about
choice of counsel and the conduct of the proceeding. No such claim
asserted by a third party may be settled by Indemnitee without
Indemnitor's prior written consent (such consent not to be
unreasonably withheld or delayed), so long as Indemnitor is
actively defending such claim in a manner consistent with industry
norms, unless Indemnitee shal~ agree not to seek indemnity from
Indemnitor for any settlement payment made by Indemnitee to the
claimant and further subject to the following. If Indemnitor does
not approve a settlement proposed by Indemnitee, Indemnitee may
nonetheless settle the matter unless, within twenty (20) business
days after notice to Indemnitor, Indemnitor furnishes to Indemnitee
a surety bond or letter of credit from a national surety company or
bank, in form and content satisfactory to Indemnitee, insuring
Indemnitee against the amount of the claim in addition to
reasonable attorney's fees and litigation costs expended in
connection with the claim and a reasonable estimate of such fees
and costs required to continue the defense.
7A. GROUP ARTIST
7A. l If any member of Owner ( leaving member ) ceases to perform as
a member of the group MOBB DEEP :
(a) (i) Owner will so notify Publisher promptly. If the
leaving member is replaced by a new member, Owner shall use its
best efforts to have each such new member substituted as a party to
this agreement in the place of the leaving member and Owner will
cause the new member to execute and deliver to Publisher such
instruments as Publisher, in its judgment, may require to
accomplish that substitution. Thereafter, Owner will have no
further obligation to furnish the songwriting services of the
leaving member under this agreement, but Owner (and the leaving
member individually) will continue to be bound by the other
provisions of this agreement, including, without limitation,
subparagraph 7A.l(b) below. Owner will not permit any musician to
perform in place of the leaving member in making recordings of
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Owner, unless that musician has executed and delivered to Publisher
the substitution instruments referred to in the second sentence of
this section ?A.l(a) (i).
(ii) Publisher will have the right to terminate the term
of this agreement with respect to the remaining member(s) of Owner
by notice given to Owner at any time before the expiration of
ninety (90) days after Publisher's receipt of Owner's notice. In
the event of such termination, all of the members of Owner will be
deemed leaving members as of the date of such termination notice,
and subparagraph ?A.1 {b) will apply to all of them, collectively or
individually as Publisher elects.
b) Owner grants to Publisher an option to engage the
exclusive songwriting services of each leaving member (
11
Leaving
Member Option
11
) • The Leaving Member Option may be exercised by
Publisher by notice to Owner at any time before the expiration of
thirty (30) days after the date of: {i) Publisher's receipt of
Owner's notice under section ?A.1
a)
i) , or (ii) Publisher's
termination notice pursuant to section 7A.l(a) (ii), as the case may
be. If Publisher exercises that Option, the leaving member
concernetj will be deemed to have executed
a
new agreement with
Publisher containing the same provisions as this agreement except
as follows: (i) the term will commence on the date of Publisher's
exercise of such Leaving Member Option and may be extended by
Publisher, at its election exercisable in the manner provided in
subparagraph
3 .1 (b)
above, for the same number of additional
periods as the number of option periods, if any, remaining pursuant
to subparagraph 3.l(b) at the time of Publisher's exercise of the
Leaving Member Option (but at least two
2)
such additional periods
in any event); (ii) the Minimum Delivery Commitment for each
Contract Period of such term will be the same as that granted to
Publisher hereunder; ( iii) the advance for the first Contract
Period will be one-half (1/2) of the advance for the first Contract
Period of this agreement pursuant to Article 5 and advances for the
next Contract Periods after the first one will be one-half (1/2) of
the advances for the next Contract Periods of this agreement after
the first one; and (iv) a part of the amount of any unrecouped
advance balance hereunder, determined in proportion to the number
of members in the group before and after the departure of the
leaving member (i.e.
1
twenty percent (20 ) of that balance if there
are five (5) members and one of them leaves) will constitute an
advance recoupable from royalties payable under the new agreement
with the leaving member.
8.
MISCELLANEOUS
8 .1 (a) This agreement is personal to Owner and may not be
assigned or transferred in whole or
n
part by Owner
co
any third
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.
party. Owner shall not sell, transfer, assign, or· otherwise
dispose of or encumber any of its interest under this.agreement,
its earnings therefrom, or its interests in the Compositions
without first offering the same in each instance to Publisher in
writing at the same price and. on the same terms as any such
contemplated sale, transfer, assignment, or encumbrance. If such
offer is accepted by Publisher within thirty
(30)
days after
receipt of a copy of the proposed third party offer, then the
transaction shall be concluded between Owner and Publisher. If
such offer is not accepted by Publisher within such time, Owner
shall be free to sell or assign the interest s) offered to
Publisher upon the same terms and conditions as offered to
Publisher to third parties within six 6) months thereafter. Should
such sale or assignment not be made within such time, the foregoing
first-offer-to-Publisher procedure shall again be applicable to
such sale or assignment as well as any new or different
contemplated sale, transfer, assignment, or encumbrance of the
offered interest.
b) Publisher may sell, assign or license the rights granted
to it hereunder in whole or in part.
8.2
Notices which either party desires or is required to give to
the other hereunder shall be in writing, sent postage prepaid,
certified or registered mail, return receipt requested, or by
telegraph, and shall be addressed as follows:
TO OWNER:
At the address set forth on the first page
hereof.
TO PUBLISHER: BMG Music
1540 Broadway
New York, New York 10036-4098.
Attn: Vice President
I
Legal and Business
Affairs Music Publishing),
with a copy to:
BMG Music Publishing
8370 Wilshire Boulevard
Beverly Hills, CA 90211
Attn: Senior Vice President/
General Manager
or to such other address es) as to which the noticing party shall
have theretofore received written notice. The date of mailing or
deposit with a telegraph company for transmission shall be the date
of the giving of notice.
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8.3 This agreement constitutes the parties entire understanding
and may not be modified except in writing signed by. the party
sought to be charged; shall be construed in accordance with the law
of the State of New York applicable to agreements entered into and
wholly to be performed therein; and, subject to the restrictions on
transfer contained above, shall bind and inure to the benefit of
the parties respective successors and assigns. Only the New York
Courts shall have jurisdiction over this agreement and any
controversies arising out of this agreement shall be brought by the
parties to the Supreme Court of the State of New York, County of
New York, or to the United States District Court for the Southern
District of New York, and they hereby grant sole and exclusive
jurisdiction to such court{s) and to any appellate courts having
jurisdiction over appeals from such court(s).
8.4
Each party shall execute and deliver to the other and to third
parties such other and further instruments and correspondence as
shall be reasonably required to effectuate the intents and purposes
hereof.
8. 5 Publisher shall file copyright applications in all maJor
jurisdictions permitted in accordance with its standard practices.
In addition, Publisher shall file all ASCAP and BMI clearance forms
in accordance with its standard practices. Publisher shall provide
copies of the foregoing to Owner promptly following Owner s written
request therefor.
8.6 The paragraph headings are for convenience only and are of no
legal force or effect.
8.7 In the event of litigation between Owner and Publisher hereon
the prevailing party shall be entitled to recover from the other
reasonable attorneys fees in addition to any and all other costs
and awards.
8.8 Publisher shall not be in default of any term, condition, or
provision of this agreement unless and until Owner shall give
written notice specifying such default in detail and such default,
if curable, shall not have been cured within thirty (30) days after
receipt of such notice. Such 30-day period shall be 15 business
days instead with respect to any default in the payment of money.
It is understood that the foregoing 15-day period shall only apply
to the failure to pay an advance or render an accounting statement;
it shall not apply to any claim concerning the calculation of any
advance or to any claim relating to the underpayment of royalties
or other audit-type claims.
8.9 Owner and Publisher hereby grant and agree to grant to each
other the benefits of all warranties and representations now
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possessed and hereafter obtained under all agreements af·fecting the
Compositions.
8.10 Nothing contained herein shall be construed or
constituting a partnership, joint venture,
employer/employee relationship between the parties.
is intended to be a third party beneficiary hereof.
interpreted as
agency, or
No third party
8.11 If any clause, sentence, paragraph, part, or provision hereof
or the application thereof to any person or entity shall for any
reason be adjudged by a court of competent jurisdiction to be
invalid, such judgement shall not affect the remainder hereof which
shall continue in full force and effect and such judgement shall
affect only the clause, sentence, paragraph, part, provision,
person, or entity which is directly involved in or the subject
matter of such judgement.
8.12 Owner does hereby irrevocably constitute, authorize, empower,
and appoint Publisher (acting through any of its officers) Owner s
true and lawful attorney-in-fact (with full power of substitution
and delegation), in Owner s name, and in Owner s place and stead,
or in Publisher s name, to take and do such action, and to make,
sign, execute, acknowledge, and deliver any and all instruments or
documents, which Publisher from time to time may deem necessary to
vest in Publisher, or its designees, successors, assigns, and
licensees, all of the rights or interests granted by Owner
hereunder. Notwithstanding the foregoing, Publisher shall not
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execute any document on Owner s behalf unless owner ha~ failed to
execute same within ten ( 10) business days after :i;>ublisher
s
notice.
execution hereof.
Alb
rt
J
nson Date
K~~----Da-te ____ _
Social Security Number or
Federal Tax I.D. Number
s;rANLEV H. SCHNEIDE:R
VICE PRESIDEN-:' EGALAND
BUSINESSAFFAIRS,
MUSICPUBLISHING
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Date
Date
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ASSIGNMENTOF COPYRIGHTS
The undersigned ( Assignor ), for good and valuable consideration,
receipt of which is hereby acknowledged, hereby sells, conveys and
assigns to BMG SONGS/CAREERS-BMG MUSIC PUBLISHING, INC. its
successors and assigns, an undivided fifty percent
(50%)
interest
in the entire right, title and interest throughout the world and
universe which is derived
from
Assignor, in and to the musical
composition(s} listed on the attached Schedule A, including,
without limitation, the copyrights and any other rights relating to
the musical compositions, now known or which may here t ter be
recognized or come into existence, and any and all renewals and
extensions of such copyrights and other rights under applicable
laws, treaties, regulations and directives now or hereafter enacted
or
in effect.
IN WITNESS WHEREOF, Assignor has executed
day of , 1995.
an Muchita (p/k/a Havoc )
all of the above p/k/a Mobb Deep
ACKNOWLEDGEMENTS
ss
On --------------' 1995 before me personally came
Albert Johnson, known to me to be the individual described in and
who executed the foregoing instrument, and acknowledged to me that
he executed it.
Notary Public
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ss
On -------------- 1995 before me personally came
Kejuan Muchita, known to me to be the individual described in and
who executed the foregoing instrument, and acknowledged to me that
he
executed it.
Notary Public
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Title
SCHEDULEA
EXISTING COMPOSITIONS
Songwriter s)
and Share s)
Publisher s)
and Share s)
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Copyright
Reg. No. Date
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04l24/1996 11:50
19087257088
BAKER FRIEDMAN
BXISTIHG'COMPOSITIOHS
Titl :A
See Attached.
Scngwriter(s)
and ~harec,1
BKPS/07~095/SHS/JP/ffll'll
Publisher ( s)
1nd share cs>
- as -
Copyright
Reg~ No Date
PAGE 04
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04i24/l996 11:50
19087257088
BAKER FRIEDMAN
PAGE 05
ASSIGNMENT r·coeYKIGHT
AND EXCLUSIVEADMINISTRATION IGHTS
IN CONSIDERATIONof the sum of One Dollar
(S1.0C)
and other
good and valuable conslderatlon, receipt of which is hereby
acknowledged, the undersigned does hereby sell, assign, transfer
and set over unto songs Of PolyGram International, Inc., its
successors and assigns, an undivided
fifty
percent
(SOI)
in and to
the
undersigned's percentages as indicated (*J of all right, title
and interest in the copyright of the musical.
composition[s}
entitled:
TITLE
WRITE.R. S J
§KARB
TIME TO CLOSE SHOP
Kejuan Huchita
251,
Albert .1ohnson
25.t*
Paul
Shabazz
25-t
Kerwin Young
25%
~ROJECT HALLWAYS
Kejuan
Muchita.
2St
Albert Johnson
25%*
Paul
Shabazz
25%
Kerwin Young
25%
BITCH ASS NIGQ.C..
Kejuan
Muchita
25%
Albert Johnson
251*
Paul Shabazz
25%
Kerwin Young
25%
LOCKED N
SPOFFOaD
Ke;uan Muchita
25%
Albert jchnson
25%*
Paul
Shabazz
25%
Kerwin Young
25%
HIT IT raoM THE BACK
Xejuan
Muehl ta
50%
Albert
Johnson
SO.\•
KOPPHEI.L
l
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11:50
19087257088
BAKER FRIEDMAN
PAGE 06
and all of the right, tttle and interest o the unde:signed. vested
and contingent,
therein
and
there~o,
subject to
the
terms,
conditions,
restrictions
and limitations o an agreement dated the
9th day of
October,
199l~ between
Island aecords,
Inc. and Kejuan
Huc:hi ta pka. Havoc and
Albert
Johnson pk.a P.::oc:Hgy, c:ol l ec:-t vel
y
pka
"Mobb Deep."
The rights
("Administrator")
followlng:
of songs Of
shall include
PclyG=~
bu : r:.-::>t
International, Inc:.
be limited to the
(1) The right to secure copyright :egistration and renewal
copyrigh~
registration
with respect thereto in the.name of both
parties under any law now in effect
or
he=einafter enacted;
(ii) A.11 rights of
control.
publication, printing,
· performance, mechanical or other re;rod:.:ction, synchroni~ation,
merchandising, sale, exploitation,
:ev1ston, arrangement,
adaptation, dramatization, creation of de~ivative works,
translation, use and disposition, now or ~ereafter known;
{iii) The ri;ht to use the na~e, phc:o~~aph, likeness and/or
biographical material of the Writer(i) o: the Composition for the
puiposes of trade or otherwise in connect on wit~ the Composition;
(iv) All rights to license,
assi;n.a~d
enter into agreements
to or with any person or entity, inclu:in; but not limited to
affiliates of Administrator, with re1pec: to all or part of the
rights contained in this Paragraph; a~d
(v)
All rights
to
collect any
and a:l
monies accruinQ
and/or
earned therefrom other than the writer• s s:-.a.re of perforiilance f~es.
Administrator may exercise any other =i ghts it deems necessary
or desirable in connection with the adm ~istration, exploitation
or protection of the composition.
IN WITN£S5 WHEREOF,
the undersiqned has
he~eunto 5et his/its
hand and seal this lSth day of March, l9SJ.
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