FILED: NEW YORK COUNTY CLERK 04/17/2014

NYSCEF DOC. NO. 1

INDEX NO. 651195/2014 RECEIVED NYSCEF: 04/17/2014

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK CAPITOL RECORDS, LLC, a Delaware limited liability corporation; SONY MUSIC ENTERTAINMENT, a Delaware partnership; UMG RECORDINGS, INC., a Delaware corporation; WARNER MUSIC GROUP CORP., a Delaware corporation, and ABKCO MUSIC & RECORDS, INC., a New York corporation, Plaintiffs,
V.

INDEX NO.

SUMMONS

PANDORA MEDIA, INC., a Delaware Corporation; and DOES 1 through 10, being fictitious and unknown to Plaintiffs, being participants in all or some of the acts alleged against the Defendants in the Complaint, Defendants.

To the above named Defendant(s) You are hereby summoned to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiffs attorney within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. Plaintiff has designated venue as New York County, pursuant to CPLR § 503. The basis for venue in New York County is made pursuant to CPLR § 503(a) and (c).

6032919.1/11224-00128

DATED: New York, New York April 17, 2014

MITCHELL SILBERBERG & KNUPP LLP

By: auren J. Wachtler 12 East 49th Street', 30th Floor New York, New York 10017-1028 Telephone: (212) 509-3900 Facsimile: (212) 509-7239 Russell J. Frackman Marc E. Mayer 11377 West Olympic Boulevard Los Angeles, CA 90064-1683 Telephone: (310) 312-2000 Facsimile: (310) 312-3100 Attorneys for Plaintiffs Capitol Records LLC To: Pandora Media, Inc 2010 Webster Street, Suite 1650 Oakland, CA 94612

2
6032919.1/11224-00128

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK CAPITOL RECORDS, LLC, a Delaware limited liability corporation; SONY MUSIC ENTERTAINMENT, a Delaware partnership; UMG RECORDINGS, INC., a Delaware corporation; WARNER MUSIC GROUP CORP., a Delaware corporation, and ABKCO MUSIC & RECORDS, INC., a New York corporation, Plaintiffs, V. PANDORA MEDIA, INC., a Delaware Corporation; and DOES 1 through 10, being fictitious and unknown to Plaintiffs, being participants in all or some of the acts alleged against the Defendants in the Complaint, Defendants. INDEX NO.

COMPLAINT

Plaintiffs Capitol Records, LLC, Sony Music Entertainment, UMG Recordings, Inc., Warner Music Group Corp., and ABKCO Music & Records, Inc., by their attorneys, Mitchell Silberberg & Knupp LLP, allege as follows:

INTRODUCTORY ALLEGATIONS
1. Plaintiffs bring this action to obtain redress for the massive and continuing

unauthorized commercial exploitation by Defendant Pandora Media, Inc. ("Pandora"), via its Pandora digital music service, of thousands of Plaintiffs' classic recordings "fixed" (i.e., created) prior to February 15, 1972 ("Pre-72 Recordings"). Plaintiffs are the owners of many of the most valuable sound recordings ever made, including thousands of Pre-72 Recordings by legendary artists such as the Beatles, the Rolling Stones, the Grateful Dead, the Supremes, the Four Tops,

6031682.2/11224-00128

the Beach Boys, Miles Davis, Bob Dylan, Elvis Presley, Frank Sinatra, Fleetwood Mac, Stevie Wonder, Buddy Holly, Chuck Berry, Marvin Gaye, The Mamas and the Papas, Nat King Cole, Louis Armstrong, and hundreds of others. Plaintiffs' Pre-72 Recordings include some of the most iconic music in the world, such as "Hey Jude," "(I Can't Get No) Satisfaction," "Like a Rolling Stone," "Good Vibrations," "Heard it Through the Grapevine," "Hound Dog," "Johnny B. Goode," and "Respect," all of which are on Rolling Stone Magazine's list of the "Greatest Songs of All Time." 2. Many of the artists whose Pre-72 Recordings Pandora exploits are deceased or no

longer actively recording, many have recorded only Pre-72 Recordings, and others have had only one or two "hits" that remain popular today. These artists and their families rely heavily on the income they receive from the commercial exploitation of their performances in Pre-72 Recordings. However, they receive nothing from Pandora in return for its use of these performances. 3. Pandora has built an Internet digital music service designed to deliver

uninterrupted, high-quality digital music transmissions (often referred to as a "stream") that Pandora ensures each user can precisely tailor and customize to his or her preferences. Pandora's service is the most popular service of its kind in the world, with more than 175 million registered users. 4. Having copied thousands of Plaintiffs' Pre-72 Recordings to its servers without

authorization, Pandora each day transmits and performs (via real-time digital streaming) thousands of Plaintiffs' Pre-72 Recordings to its users "anytime, anywhere," including within the

2
6031682.2/11224-00128

State of New York. Pandora profits from subscription fees paid by its users for the ability to receive these performances and also from advertising revenue, including for advertisements that are played or displayed in connection with the streaming of Plaintiffs' Pre-72 Recordings. Despite the substantial revenues Pandora receives and the users it attracts as a result of performing Plaintiffs' Pre-72 Recordings, it refuses to obtain required licenses or pay for its commercial and profitable exploitation of Plaintiffs' valuable property. 5. Pre-72 Recordings constitute a significant part of the Pandora service and its

appeal. Without Plaintiffs' music, Pandora could not advertise or provide to its users all "the music they love." Pandora knows that Pre-72 Recordings are popular and valuable to its business. It actively promotes the availability of these recorded performances by many of Plaintiffs' most popular recording artists. It also offers and advertises stations dedicated to Pre72 Recordings, such as "50s Rock 'n' Roll," "60s Oldies," "Motown," "Doo-Wop," "70s Folk," "Early Jazz," "Standards," "Classic Soul," "Jam Bands," and "Classic Rock." As just one example, a page describing Pandora's "Classic Rock" station touts that it "plays the biggest songs from the iconic bands that defined the genre, from the 60s British Invasion to Woodstock [in 1969] and Supergroups of the 70s...." 6. Pandora acknowledged both its cost savings by not securing licenses for Pre-72

Recordings, and the importance of these recordings "to attract and retain users," in a recent filing with the Federal Securities and Exchange Commission: "If we are required to obtain licenses from individual sound recording copyright owners for the reproduction and public performance of pre-1972 sound recordings, then the time, effort, and cost of securing such licenses could be significant and could 3
6031682.2/11224-00128

harm our business and operating results. If we are required to obtain licenses for pre-1972 sound recordings to avoid liability and are unable to secure such licenses, then we may have to remove pre-1972 sound recordings from our service, which could harm our ability to attract and retain users." 7. For more than 100 years, the courts repeatedly have affirmed the policy of this

State that the unique performances embodied in sound recordings are intangible property interests protected from unauthorized use and exploitation. Such state law protection for these recordings is critical because, while the federal Copyright Act protects sound recordings fixed on or after February 15, 1972 ("Post-72 Recordings") from, among other things, unauthorized digital performances, Pre-72 Recordings are not so protected by federal copyright law. Rather, the Copyright Act expressly preserves for Pre-72 Recordings "any rights or remedies under the common law or statutes of any States" — which rights and remedies are not in any way annulled or limited. This allows states to continue to freely apply their traditional and evolving common law principles to protect Pre-72 Recordings. New York has done so by recognizing and enforcing exclusive ownership rights in Pre-72 Recordings. 8. Plaintiffs have invested substantial time, money, and creative effort to make and

to continue to exploit their Pre-72 Recordings. Pandora's refusal to pay Plaintiffs for its use of those recordings is fundamentally unfair. Pandora's conduct also is unfair to the recording artists and musicians whose performances are embodied in Pre-72 Recordings, but who do not get paid for Pandora's exploitation of Pre-72 Recordings. It is also unfair to other businesses that compete with Pandora but obtain licenses and pay for the right to stream Plaintiffs' Pre-72 Recordings to the public, while Pandora does not. As a result, Pandora deprives Plaintiffs and their artists of compensation, while profiting enormously from and gaining an unfair advantage

4
6031682.2/11224-00128

over others who do pay to copy and publicly perform Plaintiffs' Pre-72 Recordings. This case presents a classic attempt by Pandora to reap where it has not sown. Pandora appropriates Plaintiffs' valuable and unique property, violates New York law, and engages in common law copyright infringement and misappropriation and unfair competition.

ALLEGATIONS COMMON TO ALL CAUSES OF ACTION The Parties
9. Plaintiff Capitol Records, LLC is a limited liability corporation duly formed and

existing under the laws of the State of Delaware, with its principal place of business in the County of Los Angeles, State of California. 10. Plaintiff Sony Music Entertainment is a partnership duly formed and existing

under the laws of the State of Delaware, with its principal place of business in the County of New York, State of New York. 11. Plaintiff UMG Recordings, Inc., is a corporation duly formed and existing under

the laws of the State of Delaware, with its principal place of business in the County of Los Angeles, State of California. 12. Plaintiff Warner Music Group Corp. is a corporation duly formed and existing

under the laws of the State of Delaware, with its principal place of business in the County of New York, State of New York.

5
6031682.2/11224-00128

13.

Plaintiff ABKCO Music & Records, Inc. is a corporation duly formed and

existing under the laws of the State of New York, with its principal place of business in the County of New York, State of New York. 14. Upon information and belief, Pandora is a corporation duly organized and existing

under the laws of the State of Delaware, with its principal place of business in the State of California. Pandora does business throughout the United States, including in the State of New York. Upon information and belief, Pandora transmits music to thousands of users in the State of New York on a daily basis; Pandora has actively solicited and contracted with those thousands of users in the State of New York. 15. The true names and capacities, whether individual, corporate, associate, or

otherwise, of all Defendants sued herein as Does 1 through 10, are unknown to Plaintiffs, who therefore sue said Defendants by such fictitious names. Plaintiffs will seek leave of Court to amend this complaint to state Defendants' true names and capacities when they have been ascertained. Said Defendants are liable to Plaintiffs because they either directly performed all or some of the acts alleged hereinafter, or were acting as the agent, principal, alter ego, employee, representative, or otherwise participated in the acts alleged.

Plaintiffs And Their Business
16. Plaintiffs are record companies in the business of producing, manufacturing,

distributing, selling, and otherwise exploiting sound recordings. Collectively, Plaintiffs own the majority of recorded music commercially distributed in the United States, and are the successorsin-interest to, and/or the owners of, many classic and famous record labels such as Mercury,

6
6031682.2/11224-00128

RCA Victor, Reprise, Columbia, Blue Note, Motown, Decca, Elektra and Sire. Recordings that Plaintiffs own or in which they possess exclusive ownership interests include both federally copyrighted recordings, i.e., Post-72 Recordings ("fixed" on or after February 15, 1972) and Pre72 Recordings ("fixed" before February 15, 1972). 17. Plaintiffs' catalogs of Pre-72 Recordings include some of the most famous,

popular, and valuable recordings in the world, span virtually every genre, and feature most major recording artists who recorded before February 15, 1972. A representative list of Plaintiffs' Pre72 Recordings is attached hereto as Schedule A and incorporated herein by reference. These recordings include, among many others, the classic recordings of the "Rock Era." (Where applicable, the Rolling Stone Magazine ranking of a representative Pre-72 Recording on Schedule A is denoted by "(#)"). Pandora copied and repeatedly digitally transmits (streams) each of the recordings listed on Schedule A (among many others) by making them available to its millions of users without Plaintiffs' authorization or consent. 18. Plaintiffs have invested an enormous amount of time, effort, money, and creative

talent to discover and develop recording artists, and to create, manufacture, advertise, promote, and sell Pre-72 Recordings. Plaintiffs continue to invest substantial sums of money, time, and effort to promote, advertise, sell, and license their Pre-72 Recordings. 19. Plaintiffs exploit their Pre-72 Recordings in a number of ways: They offer them

for sale as CDs and digital music downloads. They authorize digital services (including Internet streaming services and mobile "Apps") to exploit them. Plaintiffs also license Pre-72

7
6031682.2/11224-00128

Recordings for use in audiovisual works such as commercials, motion pictures, television programs, and music videos. 20. The transmission of digital music by streaming over the Internet and through

mobile Apps has become an integral part of Plaintiffs' business and one of the primary means by which the public pays for, receives, and enjoys musical performances. As evidenced by Pandora's massive and featured use of them, Pre-72 Recordings remain valuable and popular, and attract both old and new fans to this day. 21. Plaintiffs continue to invest in their Pre-72 Recordings because they rightly

expect that they will be rewarded by the revenues, royalties, and other compensation that they receive from uses of these works, including from streaming to the public. Payments that are received from authorized uses of Plaintiffs' Pre-72 Recordings help Plaintiffs recover their ongoing investment and expenses. These payments also enable Plaintiffs to compensate the recording artists, musicians, and other creative personnel whose talent and work went into creating Pre-72 Recordings.
The Pandora Digital Music Service

22.

Pandora owns and operates the Pandora digital music service, through which it

provides paying and non-paying members of the public, in New York State and elsewhere, a continuous on-demand stream (i.e., a real-time digital transmission) of music programming. Pandora has solicited users, in significant part, by promoting the availability of Plaintiffs' Pre-72 Recordings and by providing numerous "stations" on its service dedicated to the exploitation of Plaintiffs' property.

8
6031682.2/11224-00128

23.

Pandora streams music to its users in a variety of ways, including via its website

(www.pandora.com), smartphones and tablets (through its downloadable Android and iOS App), Apps pre-installed on "smart" TVs, Internet-enabled stereo receivers, and DVD and Blu-Ray players. 24. According to Pandora, it streamed a total of 16.70 billion hours of music during

2013 alone, to over 250 million registered users. It also claims to have a seventy percent (70%) share of its market. These numbers have increased rapidly in the recent past, as have Pandora's revenues. Both certainly will continue to grow in the future. 25. Accessing Pandora's service is easy. Users simply need to create an account by

providing just an email address and password. Pandora offers two "tiers" of memberships: free and subsciption. Any member of the public can obtain a free Pandora account, which allows the user full access to the music Pandora makes available. To generate revenue from these free accounts, Pandora delivers audio advertisements to its users inbetween songs and displays visual ads while music is actually playing. Alternatively, for a monthly fee of $3.99 or an annual fee of $48.00, Pandora offers a premium "Pandora One" account, which is advertising-free. 26. After a user creates a Pandora account, he or she may select a pre-existing music

"station" based on a particular genre of music. Pandora offers its users a wide variety of these pre-created "genre stations," including stations focused on or dedicated to Pre-72 Recordings
(e.g., "Classic Rock," "70s Folk," "Motown"), which perfonn Plaintiffs' Pre-72 Recordings as

part of a continuous, uninterrupted stream.

9
6031682.2/11224-00128

27.

Pandora advertises the availability of Pre-72 Recordings on these genre stations,

including on its "Pandora Blog." Pandora entices users with statements such as: "Noll down the windows and turn up Summer Oldies for classic hits from the 60s & 70s by The Beach Boys, Martha and the Vandellas, Bob Seger and Olivia Newton John" and "[y]ou don't have to be a surfer to enjoy that classic American rock & roll of the early 60s distinguished by reverbdrenched guitar and rolling instrumentals. Surf Rock features The Beach Boys, The Ventures, Dick Dale, Jan & Dean and The Safaris...." 28. Pandora states that its "mission" is to be unlike traditional, over-the-air radio

stations. In pursuit of this goal, Pandora also invites and enables its users to request personalized stations, including stations based on the performances of popular Pre-72 Recordings or recording artists. Pandora lists hundreds of Pre-72 recording artists around whom users may create stations (for example a "Beatles" station or an "Elvis Presley" station). 29. A user creates an "artist station" by specifying the name of a particular recording

artist, song, or genre. Pandora then generates a playlist comprised of music that "exemplifies" the overall style of music performed by the recording artist, song, or genre that the user selected. Pandora describes this process as "seeding" the station. It claims that "[p]ersonalized stations launch instantly with the input of a single 'seed' — a favorite artist, song or genre." According to Pandora, its users have created more than six billion stations. 30. With respect to a "Beatles" station, for example, Pandora populates its playlist

with recordings by the Beatles such that the user can expect to hear recordings by the Beatles approximately four times during each three-hour period. In addition, Pandora advises the user

10
6031682.2/11224-00128

that it will play a selection of recordings in the "musical style of the Beatles which features mellow rock instrumentation, folk influences, acoustic rhythm piano, mixed acoustic and electric instrumentation and major key tonality." Many, if not most, of the selected recordings for a "Beatles" station are Pre-72 Recordings. 31. Pandora enables users to further customize stations by collecting their feedback.

For example, Pandora allows users to click a "thumbs up" or "thumbs down" button as a specific recording is played. Pandora adapts the playlist it provides to the user based on that feedback. "The result [Pandora advertises] is a much more personalized radio experience — stations that play music you'll love — and nothing else." A significant part of this "personalized radio experience" involves the streaming of Plaintiffs' Pre-72 Recordings. 32. Pandora could not have created its personalized digital music service without

having copied to its servers thousands of Plaintiffs' Pre-72 Recordings, for which it has not paid Plaintiffs. In addition, Pandora publicly performs, every day, tens of thousands of Pre-72 Recordings to millions of subscribers via digital streaming. Upon information and belief, Pandora has publicly performed Plaintiffs' Pre-72 Recordings millions of times throughout the United States, including in the State of New York. The list of Pre-72 Recordings identified on Schedule A is only a sample of Plaintiffs' Pre-72 Recordings that Pandora has performed and streamed to the public, and represents only a small fraction of the total number of Pre-72 Recordings streamed by Pandora on an ongoing and regular basis, without compensating Plaintiffs for that use.

11
6031682.2/11224-00128

New York's Protection Of Pre-72 Sound Recordings 33. Before 1972, "sound recordings" were excluded from the categories of works

subject to the federal copyright law. However, even before Congress afforded any federal copyright protection to sound recordings, New York developed robust common law protection for Pre-72 Recordings that was distinct from and independent of federal copyright law. This common law protection was based on the existence of a property right in the intangible performances embodied in Pre-72 Recordings, a right that has been enforced by New York courts for decades. 34. When the Copyright Act was amended in 1972 to make "sound recordings"

eligible for the first time for federal copyright, Congress extended that protection only prospectively to those sound recordings "fixed" on or after February 15, 1972 (i.e., Post-72 Recordings). At that same time, Congress specifically preserved until February 15, 2067, "any rights or remedies under the common law or statutes of any State" with respect to sound recordings "fixed" before February 15, 1972 (i.e., Pre-72 Recordings), expressly stating that these rights and remedies were not annulled or limited. As a result, New York possesses and continues to exercise the power to protect Pre-72 Recordings under the theories of common law copyright and misappropriation and unfair competition. 35. In providing "rights and remedies" to protect Pre-72 Recordings, the common law

of this State has kept pace with constantly evolving technology and changing marketplace conditions. Congress intended that the owner of rights to a Pre-72 sound recording should rely on the broad and flexible power of state common law to protect their property rights. New York law never has limited, either explicitly or implicitly, the scope of protection for Pre-72 12
6031682.2/11224-00128

Recordings or the intangible property right in the performances embodied in Pre-72 Recordings. Just as with other property, these protections encompass virtually any commercial exploitation by which individuals or entities use and profit from Pre-72 Recordings and thereby appropriate, for their own benefit, the skill and labor of Plaintiffs and their recording artists. 36. Digital streaming technology has provided a new and growing opportunity to

profit by widely disseminating Pre-72 Recordings to the public. As digital technology has improved, music consumption habits have changed, and a greater percentage of the public listens to performances of music via digital streaming services instead of purchasing those same performances as embodied in CDs or digital music files. Thus, record companies and their recording artists rely increasingly on revenues from licensing the digital public performances of music, including Pre-72 Recordings. It is crucial that record companies and their recording artists be fairly compensated for such public performances. Therefore, those who profit from the digital performances of music must obtain authorization and pay record companies for the use of Pre-72 Recordings. 37. The need for effective protection of Pre-72 Recordings and the right to control

their digital transmission is especially great with respect to services such as Pandora. The music performed by Pandora is of extremely high quality, rivaling that of digital music services that pay Plaintiffs for Pre-72 Recordings. Moreover, Pandora ensures that the user experiences a music stream that reflects the style and type of music he or she wishes to hear at any time or virtually anywhere by creating individualized stations that are tailored to each user's tastes and listening habits. Listening to such customized high-quality digital music can substitute for the purchase of that music on CD or by digital download. 13
6031682.2/11224-00128

38.

Under the common law of this State, companies like Pandora that build their

businesses on and profit from the copying and public performance of Pre-72 Recordings must obtain the right to do so, and must compensate the owners of such recordings for their exploitation. Selling unauthorized streams of performances embodied in Pre-72 Recordings to the public is no less violative of Plaintiffs' property rights than selling unauthorized copies of the same music. No logic or policy basis supports excluding the commercial use of Pre-72 Recordings from protection while permitting Pandora to exploit the performances embodied in those recordings for profit without compensation to Plaintiffs.

FIRST CAUSE OF ACTION (COMMON LAW COPYRIGHT INFRINGEMENT / MISAPPROPRIATION)
39. Plaintiffs repeat and reallege each and every allegation contained in paragraphs 1

through 38, as if fully set forth herein. 40. Pre-72 Recordings are subject to common law copyright protection under the law

of the State of New York. 41. Plaintiffs own valid common law copyrights in and to their Pre-72 Recordings,

and possess the exclusive rights to manufacture, copy, sell, distribute, publicly perform, and otherwise exploit their Pre-72 Recordings, including by digital streaming. 42. Plaintiffs have not authorized or licensed Pandora the right to exploit their Pre-72

Recordings in any manner, including by copying and/or publicly performing them as part of its commercial enterprise.

14
6031682.2/11224-00128

43.

Through its conduct, Pandora has violated Plaintiffs' exclusive ownership

interests in and to their Pre-72 Recordings, and has infringed Plaintiffs' common law copyrights. 44. Pandora has misappropriated, and continues to misappropriate, for its own

commercial benefit, Plaintiffs' property rights in their Pre-72 Recordings. 45. Plaintiffs are hail ied, and a new act of infringement and misappropriation occurs

giving rise to a new liability, each time that Pandora reproduces or digitally publicly performs one of Plaintiffs' Pre-72 Recordings without the right to do so. 46. As a direct and proximate result of Pandora's conduct in violation of Plaintiffs'

exclusive ownership interests in and to their Pre-72 Recordings, Pandora has received and retained monetary proceeds that rightfully belong to Plaintiffs. As a result of Pandora's conduct, Plaintiffs have been damaged in an amount to be proven at trial. 47. Pandora has acted with a malicious intent designed to harm and cause damage to

Plaintiffs, such that, in addition to actual damages, Plaintiffs are entitled to recover exemplary and punitive damages against Pandora. 48. Pandora's conduct is causing, and unless enjoined and restrained by this Court,

will continue to cause, Plaintiffs great and irreparable injury that cannot fully be compensated or measured in money. 49. Plaintiffs have no adequate remedy at law, thus entitling them to an injunction

prohibiting further violation of their property rights in their Pre-72 Recordings.

15
6031682.2/11224-00128

SECOND CAUSE OF ACTION (UNFAIR COMPETITION)
50. Plaintiffs repeat and reallege each and every allegation contained in paragraphs 1

through 38, as if fully set forth herein. 51. Plaintiffs possess exclusive ownership interests in and to their Pre-72 Recordings,

which ownership interests are protected under New York unfair competition law. 52. Plaintiffs are engaged in the business of selling, distributing, and licensing their

Pre-72 Recordings, both in tangible form and for digital audio transmission over the Internet. 53. Plaintiffs have expended and continue to expend substantial sums of money to

produce and exploit their rights in and to their Pre-72 Recordings. 54. Plaintiffs have the exclusive right to control the use of their Pre-72 Recordings

and the performances embodied therein, and to receive compensation for the exploitation of such works. 55. 56. detriment. 57. Pandora has acted in bad faith by digitally publicly performing, copying, and Pandora's conduct constitutes unfair competition under New York common law. Pandora has used Plaintiffs' property to its commercial benefit and to Plaintiffs'

otherwise using and exploiting Plaintiffs' Pre-72 Recordings.

16
6031682.2/11224-00128

58.

Pandora is competing directly with Plaintiffs and their lawful licensees, and

taking further advantage of and undermining Plaintiffs' substantial investment in their Pre-72 Recordings. 59. Plaintiffs are harmed, and a new act of unfair competition occurs giving rise to a

new liability, each time that Pandora reproduces or digitally publicly performs one of Plaintiffs' Pre-72 Recordings without the right to do so. 60. As a direct and proximate result of Pandora's conduct, Plaintiffs are entitled to

recover, in addition to other relief, all proceeds and other compensation received or to be received by Pandora arising from Plaintiffs' Pre-72 Recordings. 61. Pandora would be unjustly enriched at the expense of the Plaintiffs should it be

permitted to retain the proceeds and/or any compensation derived or received by Pandora arising from Plaintiffs' Pre-72 Recordings. 62. As a direct and proximate result of Pandora's unfair competition, Plaintiffs have

been damaged in an amount to be proven at trial for which damages and/or restitution and disgorgement is appropriate. 63. Such damages and/or restitution and disgorgement should include a declaration by

this Court that Pandora is a constructive trustee for the benefit of Plaintiffs, and an order that Pandora account for and turn over to Plaintiffs the gross receipts received or to be received by it that are attributable to its infringement of Plaintiffs' Pre-72 Recordings.

17
6031682.2/11224-00128

64.

Pandora has acted with malicious intent designed to cause harm to Plaintiffs, such

that Plaintiffs, in addition to their actual damages, are entitled to recover exemplary and punitive damages against Pandora. 65. Pandora's conduct is causing, and unless enjoined and restrained by this Court

will continue to cause, Plaintiffs great harm and irreparable injury that cannot fully be compensated by monetary damages. 66. Plaintiffs have no adequate remedy at law, thus entitling them to an injunction

prohibiting further acts of unfair competition.

THIRD CAUSE OF ACTION

(DECLARATORY RELIEF)
67. Plaintiffs repeat and reallege each and every allegation contained in paragraphs 1

through 38, as if fully set forth herein. 68. An actual dispute has arisen and now exists between Plaintiffs and Pandora,

creating a justiciable controversy. 69. Pandora's ongoing and future copying and digital public performance of

Plaintiffs' Pre-72 Recordings, as described herein, without Plaintiffs' authorization or consent and without compensation to Plaintiffs, violates Plaintiffs' exclusive reproduction and public performance rights in their Pre-72 Recordings.

18
6031682.2/11224-00128

70.

Plaintiffs request a declaration that Pandora's ongoing and future reproduction

and digital public performances of Plaintiffs' Pre-72 Recordings, without authorization, consent, or payment, violate Plaintiffs' exclusive property rights in their Pre-72 Recordings. 71. Such a declaration is necessary to resolve present and continuing disputes

between the parties, to prevent further violation of Plaintiffs' exclusive rights in their Pre-72 Recordings, and to avoid a multiplicity of future actions. 72. Plaintiffs have no adequate remedy at law.

WHEREFORE, Plaintiffs request the following relief: 1. A preliminary and permanent injunction preventing, enjoining, and restraining

Pandora and its respective agents, servants, directors, officers, principals, employees, representatives, subsidiaries and affiliated companies, successors, assigns, and those acting in concert with them or at their direction, from directly or indirectly infringing in any manner any right in any and all Pre-72 Recordings in which any Plaintiff owns or controls an exclusive right under statutory or common law, including without limitation by directly or indirectly reproducing and digitally publicly performing any of Plaintiffs' Pre-72 Recordings, including but not limited to those identified on Schedule A. 2. The imposition of a constructive trust on any and all monies, proceeds, or other

compensation derived from Pandora's unauthorized use of Plaintiffs' Pre-72 Recordings. 3. Restitution and an accounting of any and all proceeds taken, derived, or obtained

in any way by Pandora from the use of Plaintiffs' Pre-72 Recordings, including Pandora's gross receipts attributable to its unauthorized use of Plaintiffs' Pre-72 Recordings. 4. Compensatory damages in an amount to be determined at trial.

19
6031682.2/11224-00128

5.

Punitive damages in an amount to be determined at trial based on Pandora's

wilfull conduct designed to harm and cause damage to Plaintiffs. 6. A declaration that Pandora's unauthorized, ongoing, and future reproductions and

public performances of Plaintiffs' Pre-72 Recordings without authorization, consent, or payment, violate Plaintiffs' exclusive rights. 7. action. 8. Such other and further relief as the Court may deem just and proper. The costs, including attorneys' fees, incurred by Plaintiffs in connection with this

DATED: New York, New York April 17, 2014

MITCHELL SILBERBERG & KNUPP LLP

,

L'aurL J. Wachtler 12 East 49th Street, 30th Floor New York, New York 10017-1028 Telephone: (212) 509-3900 Facsimile: (212) 509-7239 Russell J. Frackman Marc E. Mayer 11377 West Olympic Boulevard Los Angeles, CA 90064-1683 Telephone: (310) 312-2000 Facsimile: (310) 312-3100 Attorneys for Plaintiffs Capitol Records LLC

20
6031682.2/11224-00128

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist 1910 Fruitgum Company 1910 Fruitgum Company Adam Faith Alice Cooper Allman Brothers Allman Brothers Allman Brothers Band Allman Brothers Band Andrews Sisters Andrews Sisters Andrews Sisters Andrews Sisters Andrews Sisters Angels Animals Animals Animals Animals Anne Murray Applejacks Archie Bell & The Drells Archie Bell & The Drells Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Aretha Franklin Argent Arthur Conley Arthur Conley Artie Shaw Artie Shaw Artie Shaw Artie Shaw Artie Shaw Artie Shaw v/Helen Forrest B.B. King Title Indian Giver Simon Says It's Alright I'm Eighteen (#487) Midnight Rider Revival Hoochie Coochie Man Whipping Post (#393) Don't Sit Under The Apple Tree Near You Pennsylvania Polka Strip Polka Well All Right! My Boyfriend's Back Don't Let Me Be Misunderstood (#322) It's My Life The House of the Rising Sun (#123) We Gotta Get Out of This Place (#235) Snowbird Mexican Hat Rock (There's Gonna Be A) Showdown Tighten Up (#270) (You Make Me Feel Like) A Natural Woman Baby I Love You Call Me Chain of Fools (#252) Do Right Woman, Do Right Man (#476)

I Never Loved a Man (the Way I Love You) (#189)
Respect (#5) Rock Steady Think You're All I Need To Get By Hold Your Head Up Funky Street Sweet Soul Music Back Bay Shuffle Begin the Beguine Moonglow Traffic Jam What Is This Thing Called Love? Comes Love The Thrill Is Gone (#185)

1 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Baby Washington Badfinger Badfinger Barbara George Barbara Lewis Barbara Mandrel! Barbara Mason Bar-Kays Barrett Strong Barry & The Tamerlanes Barry Mann Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beach Boys Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Title That's How Heartaches Are Made Come And Get It No Matter What I Know (You Don't Love Me No More) Hello Stranger Tonight My Baby's Commn' Home Oh How It Hurts Soul Finger Money (That's What I Want) (#294) I Wonder What She's Doing Tonight Who Put The Bomp Be True To Your School California Girls (#72) Caroline, No (#214) Catch a Wave Do It Again Don't Worry Baby (#178) Fun, Fun, Fun God Only Knows (#25) Good Vibrations (#6) Hang On To Your Ego Help Me Rhonda Here Today I Get Around In My Room (#212) Little Deuce Coupe Sloop John B (#276) Surfer Girl Surfin' Safari Wouldn't It Be Nice A Day in the Life (#28) A Hard Day's Night (#154) Across The Universe All You Need Is Love (#370) And I Love Her Another Girl Baby's In Black Birthday Blackbird Can't Buy Me Love (#295) Come Together (#205) Dig It

2 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Beatles Doctor Robert Don't Bother Me Drive My Car Eleanor Rigby (#138) For You Blue From Me to You Good Morning Good Morning Hello Goodbye Help! (#29) Here Comes The Sun Hey Bulldog Hey Jude (#8) I Am The Walrus I Me Mine I Saw Her Standing There (#140) I Want to Hold Your Hand (#16) I Want You (She's So Heavy) I'll Be Back I'll Cry Instead I'm Looking Through You In My Life (#23) Let It Be (#20) Michelle Norwegian Wood (This Bird Has Flown) (#83) Not A Second Time Nowhere Man Oh! Darling Penny Lane (#456) Piggies Please Please Me (#186) Rain (#469) She Loves You (#64) Slow Down Something (#278) Strawberry Fields Forever (#76) The Ballad Of John And Yoko The Long And Winding Road The Night Before Things We Said Today Ticket To Ride (#394) Tomorrow Never Knows While My Guitar Gently Weeps (#136) Title

3 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Beatles Beatles Beatles Beatles Beatles Ben E. King Ben E. King Ben E. King Ben E. King Benny Goodman v/Helen Ward Benny Goodman v/Peggy Lee Benny Spellman Betty Wright Big Bopper Big Brother and the Holding Company Big Dee Irwin Bill Anderson Bill Anderson Bill Anderson Bill Anderson Bill Anderson Bill Haley & His Comets Bill Haley & His Comets Bill Withers Bill Withers Billie Holiday Billie Holiday Billy Fury Billy Grammer Billy J. Kramer & The Dakotas Billy Joe Royal Billy Joe Royal Billy Preston Billy Stewart Billy Stewart Billy Walker Billy Walker Billy Walker Billy Walker Bing Crosby Bing Crosby Title With a Little Help From My Friends (#311) Yellow Submarine Yesterday (#13) You Won't See Me You've Got To Hide Your Love Away Don't Play That Song I (Who Have Nothing) Spanish Harlem (#358) Stand By Me (#122) Goody Goody Why Don't You Do Right? Lipstick Traces (On A Cigarette) Clean Up Woman Chantilly Lace Piece of My Heart (#353) Swinging on a Star Bright Lights and Country Music I Get The Fever That's What It's Like To Be Lonesome Walk Out Backwards Wild Weekend Rock Around the Clock (#159) See You Later, Alligator Ain't No Sunshine (#285) Lean On Me (#208) Body And Soul Nice Work If You Can Get It Nothin' Shakin' (But the Leaves on the Trees) Gotta Travel On Little Children Down in the Boondocks I Knew You When Outa-Space I Do Love You Sitting In The Park Charlie's Shoes Circumstances Cross The Brazos At Waco Willie the Weeper Red Sails In The Sunset Remember Me

4 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist
Bing Crosby Swinging on a Star

Title You're On My Mind Well All Right And When I Die Spinning Wheel You've Made Me So Very Happy Ride Captain Ride (We Ain't Got) Nothing Yet Bo Diddley (#62) Hey Bo Diddley! I'm a Man (#378) Say Man Who Do You Love? (#133) All Along The Watchtower Blowin' in the Wind (#14) Desolation Row (#187) Down Along the Cove From A Buick 6 Highway 61 Revisited (#373) House Carpenter I Want You Just Like A Woman (#232) Lay Lady Lay Leopard-Skin Pill-Box Hat Like A Rolling Stone (#1) Million Dollar Bash Mr. Tambourine Man (#107) Obviously 5 Believers Outlaw Blues Please Mrs. Henry Positively 4th Street (#206) Stuck Inside Of Mobile With The Memphis Blues Again Subterranean Homesick Blues (#340) The Times They Are A-Changin' (#59) Visions of Johanna (#413) Elusive Butterfly Right or Wrong Fancy Ode To Billie Joe (#419) 500 Miles Away From Home Detroit City Margie's At The Lincoln Park Inn

Birds Blind Faith Blood, Sweat & Tears Blood, Sweat & Tears Blood, Sweat & Tears Blues Image Blues Magoos Bo Diddley Bo Diddley Bo Diddley Bo Diddley Bo Diddley Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Dylan Bob Lind Bob Wills Bobbie Gentry Bobbie Gentry Bobby Bare Bobby Bare Bobby Bare

5 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Bobby Bare Bobby Darin Bobby Darin Bobby Darin Bobby Darin Bobby Darin Bobby Darin Bobby Darin Bobby Darin Bobby Freeman Bobby Freeman Bobby Fuller Four Bobby Goldsboro Bobby Goldsboro Bobby Hebb Bobby Helms Bobby Rydell Bobby Rydell Bobby Rydell Bobby Rydell Bobby Rydell Bobby Short Bobby Vee Bobby Vee Bobby Vee Bobby Vee Bobby Vee Bobby Vee Bobby Vee Bobby Vinton Bobby Vinton Bobby Womack Booker T. & The MG's Booker T. & The MG's Bread Brenda Lee Brenda Lee Brenda Lee Brenda Lee Brenda Lee Brenda Lee Brenda Lee Miller's Cave 18 Yellow Roses Beyond the Sea Clementine Dream Lover Mack the Knife (#255) Queen of the Hop Splish Splash Things Betty Lou Got a New Pair of Shoes Do You Wanna Dance I Fought the Law (#177) Autumn of My Life It's Too Late Sunny My Special Angel Forget Him I've Got Bonnie Swingin' School That Old Black Magic We Got Love Bye Bye Blackbird Beautiful People Come Back When You Grow Up Rubber Ball Run to Him Take Good Care of My Baby The Night Has a Thousand Eyes Walkin' With My Angel Blue on Blue Blue Velvet That's The Way I Feel About 'Cha Green Onions (#183) Time Is Tight Make It With You All Alone Am I As Usual Bigelow 6-200 Dum Dum Losing You Sweet Nothin's That's All You Gotta Do Title

6 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Brook Benton Brook Benton Brook Benton Brooklyn Bridge Brooklyn Bridge Bruce Channel Buddy Holly Buddy Holly Buddy Holly Buddy Holly Buddy Holly Buddy Holly Buddy Holly Buddy Holly & The Crickets Buddy Holly & The Crickets Buddy Holly & The Crickets Buddy Holly & The Crickets Buddy Knox Buddy Knox Buddy Morrow Buffalo Springfield Buffalo Springfield Buffalo Springfield Bunny Berigan Bunny Berigan Bunny Berigan Burl Ives Buzz Clifford Byrds Byrds Byrds Byrds Byrds Byrds Byrds Byrds Byrds Byrds Byrds Byrds Byrds Cab Calloway Fools Rush In Hotel Happiness Thank You Pretty Baby Blessed Is The Rain The Worst That Could Happen Hey! Baby Everyday (#238) It Doesn't Matter Anymore It's So Easy Peggy Sue (#197) Raining in My Heart True Love Ways Words of Love Not Fade Away (#108) Oh, Boy! Rave On (#155) That'll Be The Day (#39) Hula Love Party Doll More Bluebird For What It's Worth (#63) Hung Upside Down A Study in Brown I Can't Get Started Peg 0' My Heart Funny Way Of Laughin' Babysittin' Boogie All I Really Want To Do Ballad Of Easy Rider Draft Morning Eight Miles High (#151) I'll Feel A Whole Lot Better (#237) It's All Over Now, Baby Blue John Riley Mr. Spaceman Mr. Tambourine Man (#79) My Back Pages She Don't Care About Time So You Want To Be A Rock 'N' Roll Star Turn! Turn! Turn! A Chicken Ain't Nothin' But a Bird Title

7 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist
Cadillacs Canned Heat Canned Heat Carl Dobkins Jr. Carl Dobkins Jr. Carly Simon Carole King Carpenters Cascades Cat Stevens Chantels Charley Pride Charlie Barnet Charlie Barnet Charlie Drake Cher Chicago Chicago Chicago Chicago Chick Webb/Ella Fitzgerald Chips Chubby Checker Chubby Checker Chubby Checker Chubby Checker Chubby Checker Chubby Checker Chubby Checker Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry Chuck Berry My Girlfriend Going Up The Country On The Road Again Lucky Devil My Heart Is An Open Book Anticipation I Feel The Earth Move We've Only Just Begun (#414) Rhythm Of The Rain Peace Train Maybe (#199) Just Between You and Me Leapin' At The Lincoln Where Was I? My Boomerang Won't Come Back Gypsys, Tramps & Thieves 25 Or 6 To 4 Beginnings Does Anybody Really Know What Time It Is Make Me Smile Undecided Rubber Biscuit Hey, Bobba Needle Hucklebuck Pony Time Slow Twistin' The Fly The Twist (#457) Twist It Up Around & Around Brown Eyed Handsome Man (#383) Guitar Boogie Johnny B. Goode (#7) Let It Rock Little Queenie Maybellene (#18) No Particular Place to Go Rock And Roll Music (#129) Roll Over Beethoven (#97) School Day Sweet Little Sixteen (#277) Too Much Monkey Business

Title

8 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Chuck Willis Cilia Black Clarence Carter Clarence 'Frogman' Henry Clarence 'Frogman' Henry Classics IV Classics IV Classics IV Classics IV & Dennis Yost Claude King Clint Miller Clovers Clovers Clyde McPhatter Clyde McPhatter Connie Francis Connie Francis Connie Francis Connie Francis Connie Francis Connie Francis Connie Francis Connie Smith Connie Smith Conway Twitty Conway Twitty Conway Twitty Cornelius Bros. & Sister Rose Count Basie Count Basie Count Basie Cream Cream Cream Cream Cream Crosby Stills & Nash Crosby Stills Nash & Young Crosby Stills Nash & Young Crosby Stills Nash & Young Crosby Stills Nash & Young Crosby, Stills and Nash C.C. Rider You're My World Slip Away (I Don't Know Why) But I Do Ain't Got No Home Every Day With You Girl Spooky Traces Stormy Wolverton Mountain Bertha Lou Devil Or Angel Love Potion No. 9 A Lover's Question Treasure Of Love (He's My) Dreamboat Everybody's Somebody's Fool If My Pillow Could Talk Lipstick on Your Collar Many Tears Ago Second Hand Love Vacation Cincinnati, Ohio Nobody But A Fool (Would Love You) Fifteen Years Ago It's Only Make Believe Lonely Blue Boy Treat Her Like A Lady 9-20 Special Robbin's Nest Somebody Stole My Gal Badge Deserted Cities of the Heart Sunshine of Your Life (#65) Tales Of Brave Ulysses White Room (#376) Long Time Gone Carry On Ohio (#395) Teach Your Children Woodstock Suite: Judy Blue Eyes (#426) Title

9 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Curtis Mayfield and The Impressions Dale Hawkins Dale Ward Danny & The Juniors Danny & The Juniors Darlene Love Dave "Baby" Cortez Dave Dudley Dave Mason David Bowie David Bowie David Bowie David Bowie David Bowie Dean Martin w/The Easy Riders Dee Dee Sharp Deep Purple Deep Purple Deep Purple Deep Purple Delaney & Bonnie Delfonics Delfonics Delfonics Delfonics Del-Vikings Derek Derek & The Dominos Derek & The Dominos Derek & The Dominos Diamonds Diana Ross Diana Ross & The Supremes Diane Renay Dick & Dee Dee Dick & Dee Dee Dick & Dee Dee Dick Haynnes Dickey Lee Dion Dion Gypsy Woman Susie-Q Letter From Sherry At the Hop Dottie A Fine, Fine Boy Rinky Dink Six Days On The Road Only You Know And I Know Changes (#128) Queen Bitch Space Oddity Starman Ziggy Stardust (#282) Memories Are Made of This Mashed Potato Time Highway Star Hush Smoke on the Water (#434) Space Truckin' Soul Shake Didn't I (Blow Your Mind This Time) La - La Means I Love You Ready or Not Trying To Make A Fool Of Me Come Go with Me (#449) Cinnamon Have You Ever Loved A Woman Layla (#27) Little Wing The Stroll Ain't No Mountain High Enough Love Child Kiss Me Sailor Tell Me The Mountain's High Young And In Love You'll Never Know Patches Abraham, Martin & John Drip Drop Title

10 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist
Dion Little Diane

Title Runaround Sue (#351) The Wanderer (#243) A Teenager in Love In The Still Of The Night I Say A Little Prayer Walk on By (#70) The 'In' Crowd Just Because I'm A Woman Mule Skinner Blues Funny Familiar Forgotten Feelings I Can't Stop Loving You Lonesome Number One Sweet Dreams The Ghetto Sweet & Innocent Atlantis Barabajagal Hurdy Gurdy Man Sunshine Superman Back Door Man Break On Through Hello, I Love You Light My Fire (#35) Love Her Madly Love Me Two Times Maggie M'Gill People Are Strange Queen Of The Highway Roadhouse Blues The End (#336) Touch Me Waiting for the Sun Yes, The River Knows A Guy Is A Guy I Only Have Eyes For You Love Somebody Someone Like You Just One Look Here Comes My Baby Paper Mansions Bristol Stomp

Dion Dion Dion & The Belmonts Dion & The Belmonts Dionne Warwick Dionne Warwick Dobie Gray Dolly Parton Dolly Parton Don Gibson Don Gibson Don Gibson Don Gibson Donny Hathaway Donny Osmond Donovan Donovan Donovan Donovan Doors Doors Doors Doors Doors Doors Doors Doors Doors Doors Doors Doors Doors Doors Doris Day Doris Day Doris Day Doris Day Doris Troy Dottie West Dottie West Dovells

11 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist
DoveIls You Can't Sit Down

Title Adorable Bip Barn Dance With Me Fools Fall In Love Honey Love Money Honey (#254) On Broadway Saturday Night at the Movies Save The Last Dance For Me (#184) There Goes My Baby (#196) Under the Boardwalk (#489) Up on the Roof (#114) When My Little Girl Is Smiling Don't Ask Me To Be Lonely Don't Get Around Much Anymore Perdido I Only Want To Be With You Son of a Preacher Man (#242) Wishin and Hopin' You Don't Have To Say You Love Me Witchy Woman C'mon Everybody (#411) Jeanie, Jeanie, Jeanie Somethin' Else Summertime Blues (#74) Knock on Wood Leaving Here Love Grows (Where My Rosemary Goes) War Manhattan Stairway To The Stars You Hit the Spot No Love, No Nothin' Tiny Dancer (#397) Your Song (#137) All Shook Up (#361) Baby Let's Play House Blue Suede Shoes (#430) Can't Help Falling in Love (#403) Don't Be Cruel (#200) Don't Cry Daddy

Drifters Drifters Drifters Drifters Drifters Drifters Drifters Drifters Drifters Drifters Drifters Drifters Drifters Dubs Duke Ellington Duke Ellington Dusty Springfield Dusty Springfield Dusty Springfield Dusty Springfield Eagles Eddie Cochran Eddie Cochran Eddie Cochran Eddie Cochran Eddie Floyd Eddie Holland Edison Lighthouse Edwin Starr Ella Fitzgerald Ella Fitzgerald Ella Fitzgerald & Marty Paich Ella Mae Morse Elton John Elton John Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley

12 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora Artist
Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Elvis Presley Eric Burdon & The Animals Eric Burdon & The Animals Eric Clapton Eric Clapton Ernie Maresca Erroll Garner Erskine Hawkins Etta James Everly Brothers Everly Brothers Everly Brothers Everly Brothers Eydie Gorme Fabian Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Domino Fats Waller Good Rockin' Tonight Heartbreak Hotel (#45) His Latest Flame Hound Dog (#19) I Got Stung If I Can Dream In the Ghetto It's Now or Never Jai!house Rock (#67) Kentucky Rain Love Me Tender (#444) Mystery Train (#77) Suspicious Minds (#91) That's All Right (#113) Wear My Ring Around Your Neck San Franciscan Nights Sky Pilot After Midnight Let It Rain Shout! Shout! (Knock Yourself Out) Misty Tuxedo Junction Tell Mama Cathy's Clown (#150) Made To Love So Sad (To Watch Good Love Go Bad) Walk Right Back Blame It on the Bossa Nova Turn Me Loose Ain't That a Shame (#438) Be My Guest Blueberry Hill (#82) Bo Weevil I Want to Walk You Home I'm Ready I'm Walkin' La La Shu Rah Valley Of Tears Walking To New Orleans Whole Lotta Lovin' All My Life Title

13 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Fever Tree Five Satins Five Stairsteps Flamingos Fleetwood Mac Flying Machine Fontella Bass Four Preps Four Preps Four Tops Four Tops Four Tops Four Tops Four Tops Four Tops Four Tops Four Tops Four Tops Four Tops Four Tops Frank Zappa & The Mothers Of Invention Frank Zappa & The Mothers Of Invention Frankie Lymon & The Teenagers Frankie Lymon & The Teenagers Frankie Lymon & The Teenagers Frankie Valli Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Frankie Valli & The Four Seasons Fred Astaire Fred Astaire Fred Astaire w/ Leo Reisman Title San Francisco Girls (Return Of The Native) In the Still of the Night (#90) 0-o-h Child (#402) I Only Have Eyes for You (#158) Tell Me All The Things You Do Smile A Little Smile For Me Rescue Me Big Man Down by the Station (Early in the Morning) Ask The Lonely Baby I Need Your Loving (#400) Bernadette I Can't Help Myself (#422) It's All In The Game It's the Same Old Song Reach Out, I'll Be There (#209) Shake Me, Wake Me (When It's Over) Standing In The Shadows of Love (#470) Walk Away Renee You Keep Running Away Mother People Motherly Love I Want You to Be My Girl I'm Not A Juvenile Delinquent Why Do Fools Fall in Love (#314) Can't Take My Eyes Off You Beggin' Big Girls Don't Cry Big Man in Town Candy Girl Dawn (Go Away) Let's Hang On Opus 17 (Don't You Worry 'Bout Me) Rag Doll Sherry Will You Love Me Tomorrow Working My Way Back To You A Fine Romance After You, Who? Night And Day

14 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Free Friend & Lover Gants Gary Lewis & The Playboys Gary Lewis & The Playboys Gary Lewis & The Playboys Gary Lewis & The Playboys Gary Lewis & The Playboys Gary Puckett & The Union Gap Gary Puckett & The Union Gap Gary Puckett & The Union Gap Gary Puckett & The Union Gap Gary Puckett & The Union Gap Gene Autry Gene Krupa Gene Krupa Gene Krupa Gene Krupa Gene Krupa Gene McDaniels Gene McDaniels Gene McDaniels Gene Vincent Gene Vincent and His Blue Caps George Harrison George Harrison George Jones Gerry & The Pacemakers Gerry & The Pacemakers Gerry & The Pacemakers Gladys Knight & The Pips Gladys Knight & The Pips Gladys Knight & The Pips Glen Campbell Glen Campbell Glen Campbell Glen Campbell Glen Campbell Glenn Miller Glenn Miller Glenn Miller Glenn Miller All Right Now Reach Out of the Darkness (You Can't Blow) Smoke Rings Count Me In Everybody Loves a Clown She's Just My Style Sure Gonna Miss Her This Diamond Ring Lady Willpower Over You This Girl Is a Woman Now Woman, Woman Young Girl Back In The Saddle Again Drum Boogie Drummin' Man How High the Moon Knock Me A Kiss Opus One A Hundred Pounds Of Clay Chip Chip Tower Of Strength Say Mama Be-Bop-A-Lula (#103) My Sweet Lord (#460) What Is Life A Girl I Used To Know Ferry Cross the Mersey Girl on a Swing I Like It Friendship Train I Heard It Through the Grapevine If I Were Your Woman By the Time I Get to Phoenix Dreams of the Everyday Housewife Galveston Gentle On My Mind Wichita Lineman (#195) A Nightingale Sang in Berkeley Square A String of Pearls Bugle Call Rag Elmer's Tune Title

15 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Glenn Miller Glenn Miller Glenn Miller Glenn Miller Glenn Miller Glenn Miller Glenn Miller Glenn Miller Glenn Miller Glenn Miller Guess Who Guess Who Guess Who Guess Who Guy Mitchell Hank Williams Hank Williams Hank Williams Hank Williams Hank Williams Hank Williams Hank Williams Hank Williams Hank Williams Hank Williams Harpers Bizarre Harry James v/Kitty Kallen Harry James v/Kitty Kallen Harry Nilsson Harry Nilsson Harry Nilsson Helen Forrest & Harry James Helen Forrest & Harry James Helen Forrest & Harry James Herman's Hermits Herman's Hermits Herman's Hermits Herman's Hermits Herman's Hermits Herman's Hermits Nowlin' Wolf Nowlin' Wolf Imagination It's a Blue World Juke Box Saturday Night Moonlight Serenade Poinciana Serenade In Blue Song Of The Volga Boatmen St. Louis Blues March Sunrise Serenade Tuxedo Junction American Woman Laughing These Eyes Undun Heartaches By The Number Honky Tonk Blues Honky Tonkin' I Just Don't Like This Kind Of Living I'm A Long Gone Daddy I'm So Lonesome I Could Cry (#112) Lost Highway Moanin' The Blues Move It On Over They'll Never Take Her Love From Me Your Cheatin' Heart (#217) The 59th St. Bridge Song I'm Beginning To See The Light It's Been A Long, Long Time Everybody's Talkin' I Guess the Lord Must Be in New York City Jump Into The Fire I Don't Want To Walk Without You I Remember You I've Heard That Song Before A Must to Avoid Can't You Hear My Heartbeat I'm into Something Good Mrs. Brown, You've Got a Lovely Daughter There's a Kind of Hush Wonderful World I'm Leavin' You Smokestack Lightning (#291) Titl e

16 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Nowlin' Wolf Hugo Montenegro & His Orchestra Hugo Winterhalter v/Johnny Parker Hugo Winterhalter/Eddie Heywood Ike & Tina Turner Ike & Tina Turner Ink Spots Ink Spots Ink Spots Isley Brothers Isley Brothers Ivory Joe Hunter J. Geils Band Jackson 5 Jackson 5 Jackson 5 Jackson 5 Jackson 5 Jackson 5 Jackson Browne James Brown James Brown James Brown James Brown James Brown James Brown James Brown James Brown James Brown James Brown James Brown James Gang James Gang James Taylor James Taylor Jan & Dean Jan Bradley Janis Ian Janis Joplin Janis Joplin Janis Joplin Jay & The Americans Title Spoonful (#221) The Good, the Bad, and the Ugly A Kiss To Build A Dream On Canadian Sunset Proud Mary River Deep — Mountain High (#33) Don't Get Around Much Anymore I Don't Want To Set The World on Fire Java Jive It's Your Thing (#428) Love The One You're With Since I Met You Baby Looking for a Love ABC I Want You Back (#121) I'll Be There Mama's Pearl Never Can Say Goodbye Sugar Daddy Doctor My Eyes Get On Up, Get Into It, Get Involved Get Up (I Feel Like Being a) Sex Machine (#334) Hot Pants Pt. 1 I Got The Feelin' I Got You (I Feel Good) (#78) It's a Man's Man's Man's World (#124) Papa's Got a Brand New Bag (#71) Please, Please, Please (#143) Say it Loud — I'm Black and I'm Proud (#312) Super Bad There Was A Time Funk #49 Walk Away Fire And Rain (#227) You've Got A Friend The Little Old Lady From Pasadena Mama Didn't Lie Society's Child (Baby I've Been Thinking) Half Moon Me And Bobby McGee (#148) Mercedes Benz Only In America

17 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Jay & The Americans Jeff Beck Group Jefferson Airplane Jefferson Airplane Jefferson Airplane Jefferson Airplane Jerry Butler Jerry Lee Lewis Jerry Lee Lewis Jerry Lee Lewis Jerry Lee Lewis Jerry Lee Lewis Jerry Lee Lewis Jethro Tull Jethro Tull Jethro Tull Jethro Tull Jethro Tull Jim Lowe Jimi Hendrix Experience Jimi Hendrix Experience Jinni Hendrix Experience Jimi Hendrix Experience Jimi Hendrix Experience Jimi Hendrix Experience Jimi Hendrix Experience Jimi Hendrix Experience Jimi Hendrix Experience Jimi Hendrix Experience Jimmie Rodgers Jimmie Rodgers Jimmy Cliff Jimmy Dean Jimmy Jones Jimmy Jones Jimmy Ruffin Jo Stafford Jo Stafford Jo Stafford w/ Paul Weston Joe Cocker Joe Cocker Title This Magic Moment The Hangman's Knee It's No Secret Somebody To Love (#279) War Movie White Rabbit (#483) Only the Strong Survive Another Place, Another Time Once More With Feeling She Still Comes Around (To Love What's Left of Me) To Make Love Sweeter For You What's Made Milwaukee Famous (Has Made a Loser Out of Me) Would You Take Another Chance On Me Aqualung Cross-Eyed Mary Living In The Past Up The 'Pool Up To Me The Green Door All Along The Watchtower (#47) Can You See Me Come On (Let The Good Times Roll) Crosstown Traffic Foxey Lady (#153) Hey Joe (#201) Little Wing (#366) Purple Haze (#17) The Wind Cries Mary (#379) Voodoo Child (Slight Return) (#102) Are You Really Mine Honeycomb Many Rivers to Cross (#325) Big Bad John Good Timin' Handy Man What Becomes Of The Broken Hearted It Could Happen To You On the Sunny Side Of The Street Smoke Dreams Feeling Alright With A Little Help From My Friends

18 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Joe South Joey Dee & The Starliters John Lennon Johnny Burnette Johnny Burnette Johnny Cash Johnny Cash Johnny Cash Johnny Cash Johnny Cash Johnny Cash Johnny Mathis Johnny Mercer Johnny Mercer Johnny Mercer Johnny Mercer Johnny Paycheck Johnny Preston Johnny Preston Johnny Rivers Johnny Rivers Johnny Rivers Johnny Rivers Johnny Rivers Johnny Rivers Johnny Rivers Johnny Rivers Joni Mitchell Joni Mitchell Jr. Walker & The All Stars Judy Collins Judy Collins Judy Garland Kay Kyser Kay Kyser Kay Kyser v/Mike Douglas Kay Starr Keith Kenny Rogers & The First Edition Kingston Trio Kingston Trio Games People Play Peppermint Twist Imagine (#3) Little Boy Sad You're Sixteen Daddy Sang Bass I Still Miss Someone Ring of Fire (#87) Tennessee Flat Top Box Understand Your Man What Is Truth Chances Are Ac-Cent-Tchu-Ate The Positive G.I. Jive On The Atchison, Topeka and the Santa Fe Personality She's All I Got Cradle of Love Running Bear Maybelline Midnight Special Mountain of Love Poor Side Of Town Secret Agent Man Seventh Son Summer Rain The Tracks of My Tears Both Sides Now (#171) Night In The City Shotgun Both Sides Now Someday Soon Over The Rainbow Let's Get Lost Praise The Lord And Pass The Ammunition The Old Lamplighter Rock And Roll Waltz 98.6 Just Dropped In (To See What Condition My Condition Was In) Greenback Dollar M.T.A.

T itle

19 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Larry Clinton v/Bea Wain Larry Clinton v/Bea Wain Larry Clinton v/Bea Wain Larry Clinton v/Ford Leary LaVern Baker LaVern Baker Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Led Zeppelin Lee Dorsey Lee Dorsey Left Banke Left Banke Len Barry Lenny Welch Leroy Van Dyke Les Brown and Doris Day Les Brown v/Miriam Shaw Les Elgart Lesley Gore Lesley Gore Lettermen Lionel Hampton Lionel Hampton Little Anthony & The Imperials Little Eva Little Eva Little Eva Little Jack Little Title Heart and Soul My Heart Belongs To Daddy You Go To My Head Jeepers Creepers Jim Dandy (#352) Tweedlee Dee Black Dog (#300) Communication Breakdown Dazed and Confused Going To California Good Times Bad Times Heartbreaker (#328) Hey Hey What Can I Do How Many More Times I Can't Quit You Baby Immigrant Song Misty Mountain Hop Ramble On (#440) Rock and Roll Stairway To Heaven (#31) Traveling Riverside Blues Whole Lotta Love (#75) Working in the Coal Mine Ya Ya Pretty Ballerina Walk Away Renee (#222) 1, 2, 3 Since I Fell For You The Auctioneer Amapola Don't Worry 'Bout Me In The Still Of The Night California Nights It's My Party The Way You Look Tonight Hamp's Boogie Woogie Wizzin' The Wizz Hurt So Bad Keep Your Hands off My Baby Let's Turkey Trot The Loco-Motion (#359) I'm in the Mood for Love

20 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Little Joe & The Thrillers Little Peggy March Little Peggy March Little Walter Lloyd Price Lloyd Price Loretta Lynn Loretta Lynn Loretta Lynn Loretta Lynn Loretta Lynn Loretta Lynn Los Bravos Lou Christie Lou Christie Lou Christie Lou Rawls Lou Rawls Lou Rawls Louis Armstrong Louis Armstrong Louis Armstrong Louis Prima Louis Prima & Keely Smith Love Lulu Mac & Katie Kissoon Major Lance Major Lance Mamas & The Papas Mamas & The Papas Mamas & The Papas Mamas & The Papas Mamas & The Papas Mamas & The Papas Marcels Marcels Marcels Marianne Faithful! Mark Lindsay Martha & The Vandellas Martha & The Vandellas Title Peanuts I Will Follow Him I Wish I Were a Princess Mellow Down Easy I'm Gonna Get Married Stagger Lee Blue Kentucky Girl Don't Come Home A Drinkin' Fist City If You're Not Gone Too Long You Ain't Woman Enough You're Lookin' At Country Black Is Black Lightnin' Strikes Rhapsody in the Rain Two Faces Have I Dead End Street Love Is a Hurtin' Thing Your Good Thing (Is About To End) A Kiss to Build a Dream On Jeepers Creepers What A Wonderful World Just a Gigolo-I Ain't Got Nobody Jump Jive An' Wail No Matter What You Do To Sir With Love Chirpy Chirpy Cheep Cheep The Monkey Time Urn Urn Urn Urn Urn Urn California Dreamin' (#89) Dedicated To The One I Love Dream a Little Dream of Me I Saw Her Again Monday, Monday Words of Love Blue Moon Heartaches Summertime As Tears Go By Arizona Dancing in the Street (#40) Heat Wave

21 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Martha & The Vandellas Martha Reeves & The Vandellas Martha Reeves & The Vandellas Martha Reeves & The Vandellas Martha Reeves & The Vandellas Marty Robbins Marty Robbins Marty Robbins Marty Robbins Marty Robbins Marty Robbins Mary Johnson Mary Johnson Marvin Gaye Marvin Gaye Marvin Gaye Marvin Gaye Marvin Gaye Marvin Gaye Marvin Gaye Marvin Gaye & Tammi Terrell Marvin Gaye & Tammi Terrell Marvin Gaye & Tammi Terrell Mary Hopkin Mary Wells Mason Williams McCoys Mel Carter Merle Haggard Merle Haggard Merle Haggard Merle Haggard Merle Haggard Merrilee Rush & Turnabouts Mickey & Sylvia Mitch Ryder & The Detroit Wheels Moby Grape Moby Grape Moby Grape Monotones Moody Blues Moody Blues Title Nowhere to Run (#367) Come and Get These Memories Honey Chile Jimmy Mack Quicksand Devil Woman El Paso My Woman My Woman My Wife Ribbon Of Darkness Ruby Ann Tonight Carmen (You've Got To) Move Two Mountains I Love The Way You Love Ain't That Peculiar Chained I Heard It Through the Grapevine (#81) Inner City Blues (Make Me Wanna Holler) Mercy Mercy Me (The Ecology) Try It Baby What's Going On (#4) Ain't No Mountain High Enough Ain't Nothing Like The Real Thing Your Precious Love Those Were the Days My Guy Classical Gas Hang On Sloppy Hold Me Thrill Me Kiss Me Daddy Frank Mama Tried Swinging Doors The Fightin' Side of Me Workin Man Blues Angel of the Morning Love Is Strange Jenny Take a Ride Murder In My Heart For The Judge Omaha Sitting By The Window Legend Of Sleepy Hollow Go Now Question

22 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Moody Blues Moody Blues Mott The Hoople Mott The Hoople Mountain Muddy Waters Muddy Waters Muddy Waters Muddy Waters Muddy Waters Music Explosion Nappy Brown Nat King Cole Nat King Cole Nat King Cole Neil Diamond Neil Diamond Neil Sedaka Neil Sedaka Neil Sedaka Neil Sedaka Neil Sedaka Neil Young Neil Young Neil Young Neil Young Neon Philharmonic New Christy Minstrels New Colony Six New Seekers New Vaudeville Band Nina Simone Ohio Express Ohio Express Oliver Orions Orions Otis Redding Otis Redding Otis Redding Otis Redding Otis Redding The Story In Your Eyes Tuesday Afternoon (Forever Afternoon) All The Way From Memphis All The Young Dudes (#256) Mississippi Queen Got My Mojo Working (#368) Hoochie Coochie Man (#226) I'm Ready Mannish Boy (#230) Rollin' Stone (#465) Little Bit 0' Soul Little By Little (I Love You) For Sentimental Reasons Orange Colored Sky Straighten up and Fly Right Brother Love's Traveling Salvation Shilo Breaking Up Is Hard to Do Happy Birthday, Sweet Sixteen Little Devil Next Door To An Angel Stairway to Heaven After The Gold Rush Heart Of Gold (#303) Old Man Southern Man Morning Girl Green Green Things I'd Like To Say I'd Like To Teach The World to Sing Winchester Cathedral To Be Young, Gifted, And Black Chewy, Chewy Yummy Yummy Yummy Good Morning Starshine Not Me The Wah Watusi (Sittin' On) The Dock of the Bay (#26) I've Been Loving You Too Long (#111) Mr. Pitiful Respect Satisfaction Title

23 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Otis Redding Partridge Family Pat Boone Pat Boone Pat Boone Pat Boone Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patsy Cline Patti Drew Paul & Paula Paul Anka Paul Butterfield Blues Band Paul Butterfield Blues Band Paul Mauriat Paul Revere & The Raiders Paul Revere & The Raiders Paul Revere & The Raiders Paul Simon Paul Simon Peaches & Herb Percy Faith Percy Sledge Percy Sledge Perez Prado Perry Como Perry Como w/ Mitchell Ayres Peter, Paul & Mary Question Mark & The Mysterians R.B. Greaves Raiders Randy & The Rainbows Rare Earth Ray Bryant & His Combo Title Try a Little Tenderness (#207) Doesn't Somebody Want to Be Wanted April Love Bernardine Don't Forbid Me Love Letters in the Sand Always Back In Baby's Arms Crazy (#85) Half as Much Heartaches I Fall To Pieces (#241) San Antonio Rose Seven Lonely Days Shoes South of the Border (Down Mexico Way) Sweet Dreams (Of You) Tell Him Hey Paula Put Your Head On My Shoulder Get Out Of My Life, Woman Love Disease Love Is Blue Him Or Me Hungry Kicks Me And Julio Down By The Schoolyard Run That Body Down Close Your Eyes Theme From A Summer Place It Tears Me Up When A Man Loves A Woman (#53) Patricia I'm Gonna Love That Gal Papa Loves Mambo I Dig Rock & Roll Music 96 Tears (#213) Take a Letter, Maria Indian Reservation Denise Get Ready The Madison Time

24 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Ray Charles Ray Charles Ray Charles Ray Charles Ray Price Ray Price Ray Price Ray Price Ray Price Ray Price Ray Price Ray Price Ray Price Richard Harris Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ricky Nelson Ringo Starr Ritchie Valens Ritchie Valens Ritchie Valens Robert Knight Roberta Flack & Donny Hathaway Robin Luke Robin McNamara Rod Stewart Rod Stewart Rod Stewart Rod Stewart Rod Stewart Roger Miller Rolf Harris Rolling Stones Rolling Stones Title (Night Time Is) The Right Time I Got A Woman (#239) Roll With My Baby What'd I Say (#10) Don't You Ever Get Tired (Of Hurting Me) For The Good Times Heartaches By The Number I Won't Mention It Again Invitation To The Blues Make The World Go Away My Shoes Keep Walking Back To You Pride The Other Woman (In My Life) MacArthur Park A Wonder Like You Believe What You Say Hello Mary Lou I Got A Feeling It's Late It's Up To You Lonesome Town My Bucket's Got A Hole In It Never Be Anyone Else But You The Very Thought of You Young Emotions It Don't Come Easy Come on, Let's Go Donna La Bamba (#354) Everlasting Love Where Is The Love Susie Darlin' Lay A Little Lovin' On Me Dirty Old Town Every Picture Tells A Story Gasoline Alley I Wouldn't Ever Change A Thing Maggie May (#131) King Of The Road Tie Me Kangaroo Down, Sport (I Can't Get No) Satisfaction (#2) 19th Nervous Breakdown

25 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Rolling Stones Roy Hamilton Roy Orbison Roy Orbison Roy Orbison Roy Orbison Roy Orbison Roy Orbison Roy Orbison Roy Orbison Ruby & The Romantics Rufus Thomas Ruth Brown Sam & Dave Sam & Dave Sam & Dave Sam & Dave Sam & Dave As Tears Go By Brown Sugar (#495) Connection Country Honk Don't Lie To Me Flight 505 Gimme Shelter (#38) Heart Of Stone Honky Tonk Women (#116) I'm A King Bee Jumpin' Jack Flash (#125) Let's Spend The Night Together Mother's Little Helper Out Of Time Paint It Black (#176) Ruby Tuesday (#310) Salt of the Earth She's A Rainbow Street Fighting Man (#301) Sympathy For The Devil (#32) The Last Time Think Under My Thumb Wild Horses (#343) You Can't Always Get What You Want (#101) You Can Have Her Blue Angel Crying (#69) Dream Baby (How Long Must I Dream) In Dreams (#319) Leah Oh Pretty Woman (#224) Only the Lonely (#234) Running Scared Our Day Will Come Walking The Dog (Mama) He Treats Your Daughter Mean Hold On, I'm Comin' I Thank You Soul Man (#463) When Something Is Wrong With My Baby You Don't Know Like I Know Title

26 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora Artist
Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam Cooke Sam the Sham & The Pharaohs Santana Santana Santana Santana Santo & Johnny Sarah Vaughan Scott McKenzie Screamin' Jay Hawkins Sergio Mendes & Brasil '66 Sergio Mendes & Brasil '66 Shadows of Knight Shadows of Knight Shadows of Knight Shadows of Knight Shangri-Las Shangri-Las Shangri-Las Shangri-Las Shelley Fabares Shirley & Lee Sil Austin Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel (Ain't That) Good News (What A) Wonderful World (#382) A Change Is Gonna Come (#12) Another Saturday Night Bring It on Home to Me Cupid (#458) Everybody Loves To Cha Cha Cha Frankie and Johnny Little Red Rooster Meet Me at Mary's Place Nothing Can Change This Love Soothe Me Twistin' the Night Away Win Your Love For Me You Send Me (#115) Wooly Bully Black Magic Woman/Gypsy Queen Everybody's Everything Evil Ways Oye Como Va Sleep Walk Broken Hearted Melody San Francisco (Be Sure to Wear Flowers in Your Hair) I Put a Spell on You (#320) The Fool On The Hill Scarborough Fair Gloria Gospel Zone Oh Yeah! Someone Like Me Leader Of The Pack (#454) Out in the Streets Remember (Walking In The Sand) (#404) The Dum Dum Ditty Johnny Angel Let the Good Times Roll Slow Walk A Hazy Shade of Winter America April Come She Will At The Zoo Blessed

Title

27 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel Simon & Garfunkel Skeeter Davis Skeeter Davis Skeeter Davis Skyliners Slim Harpo Sly & The Family Stone Sly & The Family Stone Sly & The Family Stone Sly & The Family Stone Sly & The Family Stone Sly & The Family Stone Sly & The Family Stone Sly & The Family Stone Smiley Lewis Smokey Robinson & The Miracles Smokey Robinson & The Miracles Smokey Robinson & The Miracles Smokey Robinson & The Miracles Smokey Robinson & The Miracles Smokey Robinson & The Miracles Smokey Robinson & The Miracles Smokey Robinson & The Miracles Solomon Burke Solomon Burke Solomon Burke Sonny & Cher Sonny & Cher Sonny James Spanky & Our Gang Spanky & Our Gang Spencer Davis Group Spencer Davis Group Spiral Starecase Springfields Stampeders Stan Kenton Titl e Bridge Over Troubled Water (#48) Homeward Bound I Am A Rock Mrs. Robinson The Boxer (#106) The Sound Of Silence (#157) I Can't Stay Mad At You My Last Date with You The End of the World Pennies From Heaven I'm A King Bee Dance To The Music (#225) Everybody Is A Star Everyday People (#146) Family Affair (#139) Hot Fun in the Summertime (#250) I Want To Take You Higher Stand! (#244) Thank You (#410) Shame, Shame, Shame Baby, Baby Don't Cry Going To A Go-Go I Second That Emotion If You Can Want Ooo Baby Baby (#266) Shop Around (#500) The Tears Of A Clown The Tracks on My Tears (#50) Cry To Me Everybody Needs Somebody to Love (#436) Got To Get You Off My Mind Baby Don't Go I Got You Babe (#451) Young Love Lazy Day Sunday Will Never Be The Same Gimme Some Lovin' (#247) I'm A Man More Today Than Yesterday Silver Threads And Golden Needles Sweet City Woman Artistry Jumps

28 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora Artist
Stan Kenton Jump For Joe

Title
Shoo Fly Pie And Apple Pan Dowdy Tampico Bed Of Rose's Flowers On The Wall Na Na Hey Hey Kiss Him Goodbye Love The One You're With Born to Be Wild (#130) God Fearing Man Magic Carpet Ride Rock Me Your Wall's Too High Go Away Little Girl Fingertips, Pt. 2 If You Really Love Me Signed, Sealed, Delivered I'm Yours Uptight (Everything's Alright) Yester-Me, Yester-You, Yesterday Different Drum Incense and Peppermints Baby Love (#332) Back in My Arms Again Come See About Me I Hear a Symphony Love Is Here and Now You're Gone My World Is Empty Without You Stoned Love Stop! In The Name Of Love The Happening Where Did Our Love Go (#475) You Keep Me Hangin' On (#348) Wipe Out Bang A Gong (Get It On) Jeepster Keep Your Hands Off Her D-I-V-O-R-C-E Stand By Your Man When You're Smiling I'd Love To Change The World Aquarius / Let the Sunshine In Go Where You Wanna Go Stoned Soul Picnic

Stan Kenton v/June Christy Stan Kenton v/June Christy Statler Brothers Statler Brothers Steam Stephen Stills Steppenwolf Steppenwolf Steppenwolf Steppenwolf Steppenwolf Steve Lawrence Stevie Wonder Stevie Wonder Stevie Wonder Stevie Wonder Stevie Wonder Stone Poneys Strawberry Alarm Clock Supremes Supremes Supremes Suprennes Supremes Supremes Supremes Supremes Supremes Supremes Supremes Surfaris T. Rex T. Rex Taj Mahal Tammy Wynette Tammy Wynette Teddy Wilson Ten Years After The 5th Dimension The 5th Dimension The 5th Dimension

29 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist The 5th Dimension The 5th Dimension The American Breed The Association The Association The Association The Association The Band The Band The Band The Band The Beau Brummels The Beau Brummels The Box Tops The Box Tops The Buckinghams The Buckinghanns The Capitols The Caravelles The Casinos The Chiffons The Cleftones The Coasters The Coasters The Coasters The Contours The Cowsills The Cowsills The Cowsills The Crystals The Crystals The Crystals The Crystals The Crystals The Cyrkle The Cyrkle The Danleers The Dells The Electric Prunes The Elegants The Essex The Essex Title Up, Up and Away Wedding Bell Blues Bend Me Shape Me Along Comes Mary Cherish Never My Love Windy Shoot Out In Chinatown The Night They Drove Old Dixie Down (#249) The Weight (#41) Up On Cripple Creek Just A Little Laugh, Laugh Cry Like a Baby The Letter (#372) Don't You Care Kind of a Drag Cool Jerk You Don't Have To Be A Baby to Cry Then You Can Tell Me Goodbye He's So Fine For Sentimental Reasons Searchin' Young Blood (#421) Zing Went the Strings of My Heart Do You Love Me Hair Rain, Park & Other Things We Can Fly Da Doo Ron Ron (When He Walked Me Home) He's A Rebel (#267) He's Sure The Boy I Love Then He Kissed Me There's No Other (Like My Baby) Red Rubber Ball Turn-Down Day One Summer Night Oh, What A Night (#263) I Had Too Much to Dream Little Star A Walkin' Miracle Easier Said Than Done

30 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist The Five Blobs
The Five Satins The Fleetwoods The Fortunes The Four Lovers The Gentrys The Grass Roots The Grass Roots The Grass Roots The Happenings The Hi-Lo's The Hollies The Hollies The Hollies The Hollies The Hollies The Hollies The Impressions The Jarrnels The Lemon Pipers The Lovin' Spoonful The Lovin' Spoonful The Lovin Spoonful The Lovin' Spoonful The Lovin' Spoonful The Lovin' Spoonful The Marketts The Marketts The Marvelettes The Marvelettes The Marvelettes The Marvelettes The Marvelettes The Mello-Kings The Mind benders The Monkees The Monkees The Monkees The Mon kees The Mon kees The Monkees The Mon kees

Title The Blob
To The Aisle Mr. Blue You've Got Your Troubles You're the Apple of My Eye Keep on Dancing Heaven Knows Let's Live for Today Midnight Confessions See You in September Of Thee I Sing Bus Stop Carrie Anne He Ain't Heavy He's My Brother King Midas in Reverse On A Carousel Stop, Stop, Stop People Get Ready (#24) A Little Bit of Soap Green Tambourine Darling Be Home Soon Daydream Did You Ever Have To Make Up Your Mind Do You Believe in Magic? (#218) She Is Still a Mystery Summer in the City (#401) Batman Theme Out Of Limits Beechwood 4-5789 Danger Heartbreak Dead Ahead Please Mr. Postman The Hunter Gets Captured by the Game When You're Young And In Love Tonite Tonite A Groovy Kind of Love (I'm Not Your) Steppin' Stone (Theme From) The Monkees Daydream Believer I'm a Believer Laugh Pleasant Valley Sunday She

31 of 35

Schedule A Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist The Mon kees The Mystics The O'Kaysions The Outsiders The Penguins The Platters The Platters The Platters The Platters The Platters The Platters The Platters The Rascals The Rascals The Rascals The Rascals The Rascals The Rascals The Righteous Brothers The Righteous Brothers The Righteous Brothers The Robins The Rock-A-Teens The Ronettes The Ronettes The Ronettes The Sensations The ShireIles The Spinners The Syndicate of Sound The Tams The Temptations The Temptations The Temptations The Temptations The Temptations The Temptations The Temptations The Temptations The Temptations The Tokens The Tokens You Told Me Hushabye Girl Watcher Time Won't Let Me Earth Angel (#152) He's Mine I'm Sorry My Prayer Smoke Gets in Your Eyes The Great Pretender (#360) Twilight Time You've Got the Magic Touch A Beautiful Morning Good Lovin' (#333) How Can I Be Sure I've Been Lonely Too Long People Got To Be Free You Better Run Soul and Inspiration Unchained Melody (#374) You've Lost That Lovin' Feelin' (#34) Smokey Joe's Cafe Woo Hoo Be My Baby (#22) Do I Love You? Walking in the Rain (#269) Let Me In I Met Him on a Sunday It's A Shame Little Girl What Kind of Fool (Do You Think I Am) (I Know) I'm Losing You Ball Of Confusion Get Ready Just My Imagination (#399) My Baby My Girl (#88) Psychedelic Shack The Way You Do The Things You Do You're Not An Ordinary Girl The Lion Sleeps Tonight Tonight I Fell in Love Title

32 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist The Toys The Troggs The Troggs The Troggs The Troggs The Ventures The Ventures The Ventures The Vogues The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Who The Yard birds The Yardbirds The Yardbirds Three Dog Night Three Dog Night Three Dog Night Three Dog Night Three Dog Night Thunderclap Newman Thurston Harris Timi Yuro Todd Rundgren Tommy Boyce & Bobby Hart Tommy Boyce & Bobby Hart A Lover's Concerto I Want You Love Is All Around Wild Thing (#261) With a Girl Like You Diamond Head Perfidia Walk Don't Run No, Not Much A Legal Matter Anyway, Anyhow, Anywhere Baba 0' Riley (#349) Barbara Ann Daddy Rolling Stone Getting In Tune Going Mobile I Can See For Miles (#262) I Can't Explain (#380) My Generation (#11) Overture Pinball Wizard So Sad About Us Substitute The Good's Gone The Kids Are Alright The Song Is Over Tommy Can You Hear Me? Won't Get Fooled Again (#134) For Your Love Heart Full Of Soul Shapes of Things An Old Fashioned Love Song Easy to Be Hard Eli's Coming Joy To The World One Something In The Air Little Bitty Pretty One Hurt I Saw The Light Alice Long (You're Still My Favorite Girlfriend) I Wonder What She's Doing Title

33 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora
Artist Tommy Dorsey v/Frank Sinatra Tommy Dorsey v/Frank Sinatra Tommy Dorsey v/Jack Leonard Tommy Edwards Tommy James & The Shondells Tommy James & The Shondells Tommy James & The Shondells Tommy James & The Shondells Tommy James & The Shondells Tommy Roe Tommy Roe Tommy Roe Tommy Sands Tony Pastor Toots & The Maytals Traffic Traffic Traffic Traffic Travis & Bob Trini Lopez Tune Weavers Van Morrison Van Morrison Van Morrison Vaughn Monroe Vaughn Monroe Vaughn Monroe Vaughn Monroe Vaughn Monroe Velvet Underground Velvet Underground Velvet Underground Walker Brothers Waylon Jennings Wayne Fontana & The Mindbenders We Five Webb Pierce Will Bradley Willie Dixon Wilson Pickett Wilson Pickett

T itle
Dolores I'll Never Smile Again Marie It's All in the Game Crimson & Clover Hanky Panky I Think We're Alone Now Mirage Mony Mony Hooray for Hazel Jam up and Jelly Tight Sweet Pea Teenage Crush Hey! Mabel Pressure Drop (#453) Empty Pages Forty Thousand Headmen Glad Heaven Is in Your Mind Tell Him No If I Had A Hammer Happy Happy Birthday Baby Brown Eyed Girl (#110) Into the Mystic (#474) Moondance (#231) Commodore Clipper I Wish I Didn't Love You So My Devotion

.....

Someday (You'll Want Me to Want You) There! I've Said It Again Heroin (#455) I'm Waiting For The Man (#161) Sweet Jane (#342) The Sun Ain't Gonna Shine Anymore Yours Love Game of Love You Were on My Mind I Ain't Never There I Go 29 Ways 634-5789 Don't Fight It

34 of 35

Schedule A
Representative List of Plaintiffs' Pre-1972 Sound Recordings Infringed by Pandora Artist
Wilson Pickett Wilson Pickett Wilson Pickett Wilson Pickett Wilson Pickett Wilson Pickett Woody Herman Woody Herman Xavier Cugat Yes Yes Yes Youngbloods

Title
Don't Knock My Love - Pt. 1 Don't Let The Green Grass Fool You Engine Number 9 In the Midnight Hour (#135) Mustang Sally (#441) Sugar Sugar Apple Honey Northwest Passage My Shawl Long Distance Runaround Starship Trooper Yours Is No Disgrace Ride The Wind

35 of 35