2010 Atlantic Recording Corporation for the United States and WEA International Inc.

for the world outside of the United States. A Warner Music Group Company. All Rights Reserved. Printed in U.S.A. 518903-2

Dont Let Me FaLL nothin on You ( Past MY shaDes airPLanes ( Bet i (

feat. t.i. & PlayBoy tre

Music (PRS). Produced by Frank E. Recorded by B.o.B at Patchwerk Recording Studios, Atlanta, GA. Mixed by Adelio Lombardi at Side 3 Studios, Denver, CO. Additional Vocals by Janelle Mone. Janelle Mone appears courtesy of Wondaland Productions/Bad Boy Records. The Kids contains interpolations from the composition The Kids Dont Stand a Chance written by Chris Baio, Rostam Batmanglij, Ezra Koenig, Chris Tomson and published by Vampire Weekend Music (ASCAP) by arrangement with Imagem Music (PRS). Used by permission.

(Bobby Simmons Jr., Clarence Montgomery III) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Pouvois Sounds (ASCAP). Produced by B.o.B for Ham Squad Productions, Inc. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA.

feat. Bruno Mars

MaGic ( FaMe

feat. rivers CuoMo

(Bobby Simmons Jr., Bruno Mars, Philip Lawrence, Ari Levine) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Mars Force Music/ Northside Independent Music Publishing/Bug House (ASCAP)/Administered By Bug //EMI April Music, Inc. o/b/o Roc Cor Publishing and Music Famamanem LP (ASCAP)//Toy Plane Music/Art For Arts Sake Music/Bughouse (ASCAP) Administered by Bug Obo Arthouse Entertainment LLC. Produced by The Smeezingtons. Recorded and Mixed by Ari Levine at Levcon Studios, Hollywood, CA. All Music and Instruments played by Bruno Mars and Ari Levine except Bass by Brody Brown.

(Lukasz Gottwald, Rivers Cuomo, Bobby Simmons Jr.) Kasz Money Publishing (ASCAP)//E.O. Smith Publishing (BMI)//Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by Dr. Luke for Kasz Money Productions, Inc. Mixed by Serban Ghenea. Vocals by B.o.B featuring Rivers Cuomo. All Instruments by Dr. Luke and Rivers Cuomo. All programming by Dr. Luke. Engineered by Emily Wright and Sam Holland. Assisted by Aniela Gottwald. Vocal Editing by Emily Wright. Production Coordination by Irene Richter, Vanessa Silberman, and Megan Dennis. Recorded at Conway Recording Studios, Los Angeles, CA. Mixed at MixStar Studios, Virginia Beach, VA. Engineered for mix by John Hanes. Assistant engineering for mix by Tim Roberts. Rivers Cuomo appears courtesy of Geffen Records.

feat. luPe fiasCo

(Bobby Simmons Jr., Lupe Fiasco) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Lu Chill Music /Heavy As Heaven/Universal Music Publishing (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios, Atlanta, GA. Lupe Fiascos performance recorded by Greg GBall Magers at The Attic Recording Chicago, IL. Drums by Ali Warren. Bass by Kato. Guitar by Kyle King.

feat. Hayley WilliaMs of ParaMore

(Bobby Simmons Jr., Justin Franks, Alex Grant, Jeremy Dussolliet, Tim Sommers) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//J. Franks/Artist Publishing Group West (ASCAP) administered by WB Music Corp.//Songs of Universal, Inc. (BMI)// WB Music Corp. (ASCAP) and Kinetics and One Love (ASCAP) All rights administered by WB Music Corp. Produced by Alex Da Kid for Wonderland Music, LLC. Co-Produced by Frank E. Recorded by Paul Bailey at Paramount Studios, Hollywood, CA and Mike Wilson at Patchwerk Studios, Atlanta, GA. Mixed by Manny Marraquin at Larrabee North, Universal City, CA. Assisted by Christian Plata and Erik Madrid. Additional guitars by J Browz for Veers Music and Josh Lopez. Additional vocals by Hayley Williams.

(Bobby Simmons Jr., Clarence Montgomery III, Alvin Lindsay, Kentrell Lindsay, Christopher Lanier, Zekuumba Zekkariyas, Howard Coney, George Gershwin, Dubose Heyward, Ira Gershwin, Dorothy Heyward) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Pouvois Sounds (ASCAP)// Artist Publishing Group West admin by Warner Chappell (ASCAP)//Ayif15music (ASCAP)//Zekuumba Zekkariyas (PRS)// Penmen Publishing (PRS)// George Gershwin Music (ASCAP)/DuBose & Dorothy Heyward Memorial Fund Pub. (ASCAP) & Ira Gershwin Music (ASCAP). All rights administered by WB Music Corp. (ASCAP). Produced by The Knux. Recorded by Juan Pablo Negrete Ortiz at Paramount Studios, Hollywood, CA. Mixed by Ari Levine, at Levcon Studios, Hollywood, CA. Additional vocals by the Ejyptsian Queen. Contains elements of Summertime by George Gershwin, DuBose Heyward, Ira Gershwin and Dorothy Heyward. Published by George Gershwin Music (ASCAP)/DuBose & Dorothy Heyward Memorial Fund Pub. (ASCAP) & Ira Gershwin Music (ASCAP). All rights administered by WB Music Corp. (ASCAP). All rights reserved.

(Bobby Simmons Jr., Clifford Harris, Clarence Montgomery III, Jesse McMullen Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI) //Crown Club Publishing/Warner-Tamerlane Publishing Corp. (BMI)//Pouvois Sounds (ASCAP)//Jesse McMullen (ASCAP)/Artist Publishing Group West admin by Warner Chappell. Produced by Kuttah for Trummp Change Entertainment. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA. Additional Vocals by T.I. & Playboy Tre.

LoveLier than You 5th DiMension (

(Bobby Simmons Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios, Atlanta, GA.

feat. riCCo Barrino

Ghost in the Machine airPLanes, Part ii ( ) the KiDs (

(Bobby Simmons Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA.

(Bobby Simmons Jr., Clifford Harris, Cordale Quinn, Kassim Vonricco Washington, Marvin Gaye, James Nyx) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)// Crown Club Publishing/Warner-Tamerlane Publishing Corp. (BMI)//Grand Hustle/C Beatz Publishing (BMI)//Ricco Barrino Muzic (ASCAP)//Jobete Music Co., Inc. MG III Music, MNG Music, FCG Music (ASCAP). Produced by T.I. & Lil C for Smashfactory Productions and B.o.B for Ham Squad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios Atlanta, GA. Additional vocals by Ricco Barrino. Contains interpolations from Inner City Blues (Makes Me Wanna Holler) written by Marvin Gaye and James Nyx. Published by Jobete Music Co., Inc. MG III Music, MNG Music, FCG Music (ASCAP). Used by permission. All rights reserved.

feat. Janelle Mone

(Bobby Simmons Jr., Justin Franks, Chris Baio, Rostam Batmanglij, Ezra Koenig, Chris Tomson) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//J. Franks/Artist Publishing Group West (ASCAP) administered by WB Music Corp.//Vampire Weekend Music (ASCAP). by arrangement with Imagem

(Bobby Simmons Jr., Marshall Mathers, Luis Resto, Alex Grant, Jeremy Dussolliet, Tim Sommers) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Shroom Shady Music, admin by Songs of Universal, Inc. (BMI)//Resto World Music (ASCAP)//Songs of Universal, Inc. (BMI)//WB Music Corp. (ASCAP) and Kinetics and One Love (ASCAP) All rights administered by WB Music Corp. Produced by Alex Da Kid for Wonderland Music, LLC. Additional Production by Eminem & Luis Resto. Recorded by Joe Fitz at Tree Sound, Atlanta GA. Eminem Vocals Recorded by Mike Strange at Effigy Studios. Mixed by Eminem & Mike Strange at Effigy Studios. Additional keyboards by Luis Resto. Additional guitars by J Browz for Veers Music. Additional vocals by Eminem & Hayley Williams. Eminem appears courtesy of Aftermath Entertainment.

feat. eMineM & Hayley WilliaMs of ParaMore

Words cannot accurately express the gratitude I feel towards the Universe for selecting me to become a character such as B.o.B and have the opportunity to impact worldwide consciousness. I would also like to take this time to give credit for the parents who were courageous enough to give birth to a wild son such as myself, Bobby Simmons Sr. and Karen Simmons. Although I am the face of the movement, there is always a proper team behind any successful project. B-Rich, TJ Chapman, and Playboy Tre have been like uncles for me on my journey and constantly make sure that Im grounded. We have put in a lot of blood, sweat, tears, pain, happiness, and patience into what is unfolding and now we can celebrate the release of the debut album. I am grateful to have a team to invest so much time and energy into one project. HAM SQUAD ON DECK!!! SKLOOO! Tiffany, first I have to thank you for all of the creative ideas and concepts that you have given me out of the pure love for art. Secondly, I have to thank you for staying in my corner through my roughest times because if it were not for you, B.o.B would be lost. Since a year ago I have prayed that the Universe would bring musicians in my life who were just as passionate about music as I amwell those prayers were answered which is why I am privileged to be working with awesome musicians such as Kyle King, Takehiko Kato, Arielle Simmons, and DeLarry Sanders. Whether on the road or in the studio, the chemistry is divine. There have been very crucial bits of information and advice that I have received throughout my journeys into the Universe but the most impactful ones have come from my brother Jamaal. Thank you for listening to my horrible raps back in the daynow theyre not so bad eh? Gracias! Stephen Hill - Although you are my cousin, you will always be my brother in my eyes. From the days that we were sneaking into clubs, to the days that we were the Klinic, all of this started as a dream and has manifested into something way greater than what we envisioned. I have to express and acknowledge my gratitude for you inspiring me to be greater as a man and STAND UP! Lol The Simmons Family The Hill Family Jim Jonsin - You have taught me so much in the studio and have shown me how to really put my elbows into a record!! lol. I would like to thank you for believing in B.o.B since we walked into that studio in Miami that day! Rebel Rock!!!!! LaTrice Burnette - Cmon Son!!!!! You are one of the hardest working people that I know alone! You go way over and beyond to make sure that me and Team B.o.B are okay and we will always have a place in our hearts for you. You will always be family to us! Sydney Margetson - Getting the word out to the masses about the existence of B.o.B is something that would not have been possible without your contribution to the project. It takes actual care and effort to pull that off. Thanks. Brian Busy Dackowski - Obviously from the name, you are always busy making sure we have the best looks, and the best ideas in this new age of internet and technology. So on behalf of myself and Team B.o.BThank you! Atlantic: Lyor Cohen, Craig Kallman, Julie Greenwald, Livia Tortella, Mike Kyser, Joi Pitts, Dane Venable, Mike Caren, Sam Riback, Aaron Bay-Schuck, Andrew Luftman, Alex Schwartz, Craig Rosen, Anne DeClemente, LaTrice Burnette, John Coster, Thanh Nguyen, Sydney Margetson, Ashley Kalmanowitz, Sheila Richman, Gabriella Vargas, James Lopez, Azim Rashid, James Brown,

THANK YOUs

Naomi McCier, Kevin Holiday, Natina Nimene, Yancey Richardson, Brannon Scales, Motti Shulman, Junius Thomas, June Grant, Danielle Smith, Sam Crespo, Andrea Ganis, John McMann, John Lewis, Warren Gesin, Dan Posner, Dustin Elliott, Jennifer Yin, Ali OConnell, Amy Johnson, Chuck Strouth, Howard Lesnick, Johnny Coscia, Julie Kubacki, Lora Helstrom, Lou Rizzo, Mark Fritzges, Mike Snow, Rick Sudakoff, Tim Dalbec, Rafael June Cardona, Allan Coleman, Frank Johnson, Jamar Giddins, Brian Dackowski, Ryan Brady, Michele Cranford, Amanda Alfieri, Paul Sinclair, Crystal Anderson, Geraldine Chung, Tom Capodanno, Jack McMorrow, Adam Abramson, Matt Engelman, David Saslow, Tashana Ventura, Jason Pleskow, Derec Dunn, Phil Botti, Shamikah Martinez, Adam Donald, Michael Kushner, Megan Joyce, Al Harmon, James Lopez, Camille Hackney, Jonathan Feldman, Kevin Weaver, Sharon Masters, Scott Brothman, Rob Gold, Greg Burke, Anika King, Nicholas Bilardello, Alex Kirzhner, Pam Simon, Maggie Porter, Nancy Rogers, Carolyn Tracey, Matt Young, Matt Pileggi, Steve Hash, Marsha St. Hubert, Dionnee Harper, Lisa Graves, Brian St. John, Cathy Donovan, Julyann Moon, Astrid Narins and Gina Tucci. Grand Hustle - Tip, Jason, Doug, Clay, Amir, Hannah and the entire Grand Hustle family - thank you for working with us and joining forces to have one of the biggest projects in the music industry today. Grand Hustles in the building! Cara Lewis - Thanks for believing in us and getting us gigs when we werent hot! Shanieke - My dope stylist! Thanks for keeping me looking like a star! Rischa - You have been the angel to save the day in our most chaotic times. Thank You! Jay Man - I am grateful for the heart that you have put into our movement! Sanchez - Thanks for keeping us safe through the most rockiest of roads. Frankie Romano - Thanks for teaching me how to play guitar! Joe g - My first engineer Oliver Green - Thank you for teaching me how to sing from the soul and not from pro-tools! Olamide Demi - This lady eats, breathes, and sleeps B.o.B. Every time Im on twitter I see her campaigning for the movement. This one goes out to you! Jasmine Pratt and Ashley Wilson - Thank you for holding down the stage and being troopers on the road. Chocolate Thunder! Joe Fitzgerald - Thank you for working your fingersand ears to the bone to give me the sound needed for this album. All the hard work has paid off and I look forward to working with you many years into the future! Artists/Producers: Jim Jonsin, Tip, Bruno Mars, Eminem, Paul Rosenberg, Hayley Williams, Lupe Fiasco, Rivers Cuomo, Playboy Tre, Janelle Mone, Ricco Barrino, the Ejyptsian Queen, Vampire Weekend, The Smeezingtons, Alex Da Kid, Frank E, Kuttah, Dr. Luke, The Knux, Lil C, da Honorable C.N.O.T.E., and Ali Warren. Metria & Rhian, Mel Carter, Wuz Good, Eddie Forbes, LRG, Kev D, Woodie White, Core DJs, T. Neal, Big DM, Bigga Rankin, DJ Fresh, DJ Jelly, Sean D, DJ Demp, DJ Nasty, Dr Doom, Supastar Jkwik, DJ Speedracer, Sean D, DJ Ezone, DJ Storm, TJs DJs fam, Keith Kennedy, DJ Shane, DJ Eman, DJ Reflection, MTV, Ozone Magazine, Vibe, XXL, DJ Smallz, DJ Drama, DJ Sense, Mick Boogie, the Baka Boyz, Greg Street, Lil Bankhead, Kaspa, Hittmenn DJs, Hot 107.9, V103, DJ Infamous, DJ Holiday, J-Nicks, Ike Gda, DJ Terra, Coalition DJs, DJ Funky, DJ Big X, DJ X-Rated, DJ Green Lantern, Peter Parker, Peter Rosenberg, Power 106

LA, Kiss FM LA, Juile Pilat, Angela Yee, DJ G-Spot, DJ Jimmy Taco, Orlando (WLLD), Nick @ Night, DJ Doubleookey, Brandon Korff (MTV), DJ Efeezy, DJ Nasty, Jimmy Doctrie, DJ Frank White, DJ Rip, DJ Impact, DJ Commando, DJ Chuck T, Neek, Big Gee, DJ Blord, Lucky Leon, Felli Fel, Big Yu @ Digiwaxx, Cyber Sapp, Tuma Basa, DJ Skee, Damon Eden, DJ Killa Groove, Shawty

Slim, DJ Smooth, Big Scoop, DJ Tremayne, Carson Daly, Monique, Nahright. com, 2dopeboyz.com, Smokingsection.net and Rapradar.com. Thanks to all the media. And a special THANKS to all the Haters Everywhere We Go!!! Thank God!!!

Executive Producers: Associate Producers: A&R Direction: A&R Administration: A&R Coordination: Marketing Direction: Publicity: Digital Marketing: Management: Legal for Atlantic: Legal for Rebel Rock: Legal for B.o.B: Photography: Graphic Artists: Design: Art Manager and Producer: Packaging Management: Production Company: Styling: Mastered by:

Jim Jonsin, T.I. & B.o.B B-Rich & Doug Peterson Mike Caren, Sam Riback, & Aaron Bay-Schuck Anne DeClemente Alex Schwartz LaTrice Burnette & John Coster Sydney Margetson Brian Busy Dackowski & Ryan Brady Brian Richardson & TJ Chapman for Powerhouse Management Megan Joyce Scott Felcher. Esq. and Evan Freifeld, Esq. for Felcher and Freifeld, LLP Theo Sedlmayr, Esq. and Tiffany Almy, Esq. for Sedlmayr & Associates, P.C. Wuz Good Corday Dezedwell Cardwell and Isam MrNuDay Muhammad Alex Danger Kirzhner Rob Gold Pamela Simon BeeMac Films Shanieke shinshin Peru Chris Gehringer at Sterling Sound, New York, NY

bobatl.com myspace.com/bobatl twitter.com/bobatl atlanticrecords.com

Ham Squad

bobatl.com myspace.com/bobatl twitter.com/bobatl atlanticrecords.com

EXECUTIVE PRODUCERS: JIM JONSIN, T.I. & B.o.B

ATLANTIC RECORDING CORPORATION, 1290 Ave. of the Americas, New York, NY 10104. A Warner Music Group Company. 2010 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States. All Rights Reserved. Printed in U.S.A. 518903-2