COPUBLISHING AGREEMENT

1, 1995,
by and
AGREEMENT made and entered
into
as of February
between
BMG ·songs,
Inc.
and Careers-BMG
Music Publishing,
Inc.,
1540 Broadway,
New York, New York 10036-4098
(hereinafter
referred
to·as
"Publisher"}
and Albert
Johnson
(p/k/a
"Prodigy")
and Kejuan
Muchita
(p/k/a
"Havoc") , together,
p/k/a
MOBB DEEP, c/o John M.
Rannells,
Esq.,
Baker & Friedman,
359 East Main Street,
Somerville,
(hereinafter
jointly
and severally
referred
to
as
NJ 08876
110wner 11 ),
with reference
to the following
facts.

A.
Owner is engaged in the business
of music publishing
and owns
and controls
and will
own and control
during
the
term hereof
certain
musical
compositions
as hereinafter
defined
which are and
will
be available
for exploitation
and administration
throughout
the world
(hereinafter
referred
to as the "Territory").
B.
Publisher
has
certain
administration

is engaged in the business
of music publishing
facilities
and services
available
to it
for
and exploitation
of musical
compositions.

and
the

C.
owner
desires
to share
with
Publisher
the
ownership
and
control
of
the
Compositions
and
further
desires
to
appoint
Publisher
to act as exclusive
administrator
of the Compositions
in
the Territory
and Publisher
is willing
to accept
such ownership,
control,
and appointment.
NOW, THEREFORE, premises
1.

considered,

it

is

agreed

as

follows:

DEFINITIONS

1.1
"Composition(s)"
(a) all
musical
compositions
presently
owned or controlled,
in whole or in part,
directly
or indirectly,
by Owner (to the full
extent
of Owner's
interest
therein),
all of
which
musical
compositions
Owner warrants
are
set
forth
and
identified
in Schedule
A annexed
hereto,
and
(b) all
musical
compositions
owned or controlled,
in whole or in part,
directly
or
indirectly,
by Owner during
the Term hereof
(to the full
extent
of
Owner's
interest
therein)
regardless
of the method of acquisition
of such ownership
or control.
Excluded
from this agreement
shall
be
those
musical
compositions
currently
subject
to administration
by
another
publisher;
Owner warrants
and represents
that
all
such
compositions
are set forth
on Schedule
B annexed.
If at any time
during
the Term hereof
any such compositions
revert
to Owner, Owner
shall
give
Publisher
notice
thereof
and such compositions
shall
automatically
become subject
to this
agreement
in all respects.

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II
1. 2 "Gross
Receipts
all
monies
directly
and identifiably
attributable
by title
to
the
use
and
exploitation
of
the
(including
non-returnable
advances
Compositions
in the Territory
related
solely
to one or more Compositions
hereunder),
which monies
are actually
received
by Publisher
in the United
States
(whether
from publishing
licensees
affiliated
with Publisher
or otherwise).
If at any time
Publisher
enters
the business
of manufacturing
and/or distributing
printed
editions
of musical
compositions,
Gross
Receipts
with respect
to printed
editions
of the Compositions
shall
royalty
be deemed to be an amount equal
to an industry
standard
payable
by a third
party
print
licensee
for the use concerned.

1. 3 "Net Income"
- Gross Receipts
less:
(a) Publisher's
direct
out-of-pocket
costs
of administration
directly
and identifiably
attributable
to
the
Compositions
(exclusive
of
Publisher's
overhead)
namely,
costs
of transcribing
lead
sheets,
costs
of
producing
and disseminating
demonstration
recordings
(subject
to
Owner's
Consent
in each
instance)
, and copyright
registration
filing
fees;
and (b) an administration
fee for Publisher
equal
to
seven point
five percent
(7.St)
of Gross Receipts.
Notwithstanding
the foregoing,
Publisher
shall
not charge demo costs
against
Gross
Receipts,
in excess
of $500 per demo, withoµt
Owner's prior
Consent
in each instance.
1.4
"Cover Record"
- a phonorecord
and/or
audiovisual
work
(as
such terms
are defined
in the U.S. Copyright
Act) recorded
and
initially
released
or distributed
in the Territory
embodying
a
Composition
or portion
thereof,
other
than recordings
embodying
featured
performances
of the songwriter
who wrote the Composition
concerned.
1.5
"Recording
Agreement"
- the recording
agreement
between
Owner
and Loud Records
("RCA/Loud Records 11 ) dated March 3, 1994, as the
same may be amended from time to time.
11 Consent
11 1.6
(a) Owner's prior
written
approval
which shall
be
sent
to
Publisher
within
ten
(10)
business
days
following
Publisher's
request,
and if Owner does not respond within
such time
period,
the
request
shall . be deemed approved;
and
(b) which
approval
shall
not be unreasonably
withheld.

1.7
"Release"
- the later
of (a) commercial
release
in the United
States
of the record
concerned,
or (b) Publisher's
issuance
of a
mechanical
license
for such record,
which Publisher
shall
issue
promptly
after
request,
in addition
to clearance
of all samples.

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2.

GRANT OF RIGHTS

2. 1 Owner hereby
sells,
assigns,
transfers,
and sets
over
to
Publisher
an undivided
fifty
percent
(50%) interest
in and to all
of Owner's right,
title
and interest
in the Compositions
throughout
the world including
without
limitation
all copyrights,
rights
to
copyrights
therein
and
any
other
rights
relating
to
the
Compositions,
now known or which may hereafter
be recognized
or
come into existence,
and renewals
and extensions
thereof
under and
subject
to applicable
laws,
treaties,
regulations
and directives
now or hereafter
enacted
or in effect
throughout
the world,
and all
claims
and causes of action
relating
to the Compositions
accrued
or
hereafter
accruing
at any time.
To such effect,
Owner shall
execute
and deliver
herewith
the Assignment
of Copyright
attached
hereto.
2.2
Owner grants
to Publisher
the sole and exclusive
right,
during
the Term and Retention
Period,
in the Territory,
to administer,
control,
use,
exploit,
and
otherwise
deal
in
and
for
the
Compositions
and collect
income in connection
therewith
whenever
earned
(including,
without
limitation,
income earned
prior
to the
start
of the Term),
all of which Publisher
hereby agrees
to do in
accordance
with best business
practices
generally
prevailing
in the
music publishing
industry.
The foregoing
grant
includes
by way of
example but not limitation:
(a)
sell
in
authorize
becoming

The sole and exclusive
right
to print,
publish,
vend, and
all
forms,
printed
editions
of the
Compositions,
to
others
to do so, and to collect
all
fees and royalties
due with respect
thereto;

(b)
Subject
to
subparagraph
2A.4
below,
the
sole
and
exclusive
right
to make or cause to be made, and to license
others
to make, master
records,
transcriptions,
sound tracks,
pressings,
and any other mechanical,
electrical,
or other reproductions
of the
Compositions,
in whole
or in part,
in such
form,
manner
and
frequency
as Publisher
shall
determine
in its
sole
discretion,
including
the right
to synchronize
the same with audiovisual
works,
and the right
to manufacture,
advertise,
license,
or sell
such
reproductions
for
any
and
all
purposes,
including
without
limitation
private
performances
and public
performances,
radio
broadcast,
television,
sound
motion
pictures,
wired
radio,
phonograph
records,
and any and all other means or devices
whether
now known or which may hereafter
come into
existence,
and to
collect
all fees and royalties
becoming due with respect
thereto;
(c)
The sole
and exclusive
right
(subject
to the
rights
heretofore
granted
by Owner to the performing
rights
societies
with
which Owner is affiliated)
to perform
the Compositions
publicly,
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{.

..
whether
for profit
or otherwise,
by means of public
·or private
performance,
radio
broadcasting,
television,
or any and all other
means whether
now known or which may hereafter
come into existence,
and to collect
all
fees and royalties
becoming
due with respect
thereto;
(d)
The sole and exclusive
right
to substitute
a new title
or
titles
for
the
Compositions
or any of them and to make any
arrangement,
adaptation,
translation,
dramatization,
or
transposition
of the Compositions
or any of them,
in whole or in
with
any other
musical,
literary,
or
part,
and in connection
dramatic.material,
and to add new lyrics
to the music of any of the
Compositions
or new music to the lyrics
of any of the Compositions,
in Publisher's
sole discretion;
{e)
(i)
The sole
and exclusive
right
(subject
to section
(ii)
below) to prosecute,
defend and settle
any third
party
action
or claim relating
to the Compositions
and the respective
rights
of
Owner and Publisher
therein;
(ii)
If at any time Publisher,
in its
sole
discretion
(due to a conflict
of interest
or otherwise)
decides
to not pursue
a claim or action
relating
to the Compositions,
or to not maintain
a claim or action
in progress,
it shall
give Owner notice
thereof.
Publisher
shall
have the right
to settle
and/or
discontinue
such
claim or action
unless,
within
fifteen
(15) business
days after
the
date
of such notice,
Owner gives
Publisher
notice
t.hat it shall
pursue
or maintain
the claim or action
concerned
and, with respect
to actions
in progress,
substitutes
its own counsel
in the action
(and, as necessary,
moves to intervene
as a party).
In such event,
Owner shall
have the right
to pursue
or maintain
such claim
or
action,
at Owner's sole expense and in Owner's discretion,
provided
that
any settlement
or recovery
arising
therefrom
shall,
after
deduction
of Owner's
out-of-pocket
reasonable
attorneys'
fees and
costs,
be turned
over to Publisher
for treatment
as Other Income as
provided
herein.
Further,
music publishing
rights
acquired
by
Owner as a result
of such
settlement
or recovery
shall,
as
applicable,
be subject
to Publisher's
rights
hereunder
without
any
additional
advance
being payable;
(f)
The sole
and exclusive
right
to enter
into
agreements
with
related
or
unrelated
third
parties
for
the
so-called
11 subpubl
11
ication
of the
Compositions
throughout
the
Territory
(pursuant
to which such subpublishers
shall
deduct
as their
fee
twenty percent
{20%) of gross
income) and to collect
all fees and
royalties
becoming
due thereunder;
(g)
exclusive

Subject
to subparagraph
right
to use the names

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2A.2 (e) below,
and likenesses
of
4

-

the
the

sole
and
author(s)
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\

.
..

and composer ( s) of the
Compositions
(hereinafter
j'ointly
and
severally
referred
to as the "Authors
and Composers"),
and the name
of Owner for the purposes
of advertising
and trade
in connection
with the use and exploitation
of the Compositions
and for so-called
"institutional
advertisements"
for
Publisher's
business
and
products;
and
(h)
Any and all other
rights
of every and any nature
now or
hereafter
existing
under and by virtue
of any common law rights,
copyrights
or any other
rights
relating
to the Compositions
now
known or which may hereafter
be recognized
or come into existence,
and renewals
and extensions
thereof
throughout
the world
under
applicable
laws,
treaties,
regulations
and directives
now or
hereafter
enacted
or in effect.
2A.

MARKETING

2A.1
Owner's
royalty
hereunder
shall
not
be reduced
by any
collection
fees charged by The Harry Fox Agency, CMRRAor any other
such collection
agent which may be used by Publisher
in the United
States
or Canada in connection
with RCA or an RCA-affiliated
label.
2A.2 (a}
Notwithstanding
anything
to
agreement,
Publisher
shall
not,
during
States,
without
Owner's Consent:

the
the

contrary
Term in

in
the

this
United

(b)
Issue
any licenses
for any 11Grand Rights"
use of any
Compositions.
uGrand Rights",
when used with respect
to use of a
musical
composition,
means performance
of such composition
by an
actor
or actress
in a musical
comedy,
play,
opera,
operetta,
theatrical
motion picture
or television
program
in which there
is
a definite
plot depicted
by action
and in which such performance
is
woven into
and carries
forward
the plot
and its
accompanying
action.
(c)
Issue mechanical
copyright
licenses
for any Composition,
with respect
to the initial
release
of top-line
records,
at a rate
less
than the minimum statutory
rate
in the United
States.
This
paragraph
shall
not apply
to any reduced-price
records
or other
records
or sales
customarily
subject
to discounted
mechanical
copyright
royalty
rates
in the record
industry,
such as club sales,
TV/radio
or key outlet
sales,
free
goods,
and other
non-normal
retail
channel
sales.
(d)
License
the
Compositions
for
use
advertisements
or for featured
use in television
motion
picture
films.
This
subparagraph
shall
licenses
granted
at time (s) at which there
are
advances.hereunder.
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in
commercial
or theatrical
not
apply,
to
any unrecouped

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(e)
Use Owner's
likeness,
provided
that
Owner's
failure
to
Consent
must detail
the reasons
therefor
and must be accompanied
by
realistic
suggestions
for revision
or alternative
materials
(which
shall
be subject
to Publisher's
approval).
(f)
shall
not
permitted

Make any material
change in any Composition.
This
apply
to translations,
arrangements
and other
by statute
or custom in the country
concerned.

(g)
Exploit
Compositions.

so-called

"merchandising

rights"

related

section
changes
to

the

2A.3 In exploiting
the Compositions,
Publisher
shall
deal with its
BMG wholly-owned
record
licensees
on an arms-length
basis.
Without
limitation
and subject
to subparagraph
2A.4 below,
any "3/4 rate"
mechanical
copyright
license
shall
be deemed arms-length
for
the
purposes
of this
paragraph
2A.3.
2A.4 Compositions
controlled
by Publisher
Records
shall
bear a full
statutory
rate
channel
sales
in the United States.
3.

and released
by RCA/Loud
on top-line
normal
retail

TERM AND RETENTION PERIOD

3 .1
(a)
The term of this
agreement
(the
"Term")
will
begin
on
February
1, 1995 and will
continue
for
an initial
period
(the
"Initial
Period")
ending thirty
(30) days after
the date when Owner
completes
fulfillment
of the Minimum Delivery
Commitment
for the
succeeding
Contract
Period
(i.e.,
the first
Option
Period),
i.e.,
to enable
Publisher
to preview
the Commitment for such first
Option
Period
before
opting
for
same.
In no event
shall
the
Initial
Period
subsist
for less
than one (1) year.
(b)
Owner grants
Publisher
three
(3) separate
options
to
extend
that Term for additional
Contract
Periods
( "Option
Periods")
on the
same terms
and conditions
except
as otherwise
provided.
Publisher
may exercise
each of those
options
by sending
Owner a
notice
not later
than the expiration
date of the Contract
Period
which
is then
in effect
(the
"current
Contract
Period").
Each
Option
Period
will
begin
immediately
after
the end of the current
Contract
Period,
and will
continue
for a period
ending
thirty
(30)
days after
the date when Owner completes
fulfillment
of the Minimum
Delivery
Commitment
for the succeeding
Option
Period;
except
that
the last
Option
Period
will
continue
for a period
ending
three
(3)
months
after
Owner's
fulfillment
of the Commitment
for such last
Option
Period.
No Option
Period
(other
than
such last
Option
Period)
shall
subsist
for less than one (1) year.
As used herein,
a "Contract
Period"
means the Initial
Period
or any Option
Period
(as herein
defined),
as applicable.
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(c)
If Publisher
fails
to exercise
its rights
for an Option
Period
within
the thirty
(30) day period
concerned,
the Term will
terminate
as of the end of that
thirty
(30) day period,
and
Publisher
shall
have no rights
in the Compositions
Delivered
in
reduction
of the Minimum Delivery
Commitment
for
the
Contract
Period
for
which
Publisher
did
not
exercise
the
option,
but
Publisher
shall
retain
all other
rights
acquired
during
the Term.
3.2
Notwithstanding
the expiration
of the Term, Publisher
shall
retain
all rights
acquired
by it under this
agreement
for life
of
copyright
in each Composition
in each respective
country
of the
Territory
and all renewals
and extensions
thereof
(the "Retention
Period"),
except
that the later
of (a) ten (10) years post-Term,
or
(b) the end of the semiannual
period
during
which all advances
are
recouped,
Owner
shall
assume
administration
of
their
half
copublisher
share and entire
songwriter
share of royalties.
3.3
With respect
to all
monies
earned
or accrued
in connection
with the use and exploitation
of the Compositions
during
the Term
and Retention
Period
(and without
limitation
of whatever
other
rights
Publisher
may have after
the Term), Publisher
shall
have the
right
to collect
and receive
such monies not only during
such Term
and Retention
Period
but also after
expiration
of such Retention
Period.
Publisher
(or its print
licensee)
shall
additionally
have
the right
to sell-off
individual
sheet
music printed
editions
of
the Compositions
manufactured
during
the Term and Retention
Period
for a period
of one (1) year after
the expiration
of the Retention
Period
and,
with
respect
to all
other
printed
editions
of the
Compositions,
until
stock
is depleted.
4.

MINIMUM DELIVERY COMMITMENT

4.1
During each Contract
Period,
Owner shall
deliver
to Publisher
newly written
and entirely
original
Compositions
written
by Owner
and constituting
no less than two-thirds
(2/3) control
(by number
of Compositions
and parts
thereof)
of one (1) album
(including
multiple
record
sets
which
count
as one album)
commercially
released
in the United
States
on a major
label
and embodying
entirely
the performances
of Owner performing
as the group p/k/a
"MOBB DEEP" (the "Minimum Delivery
Commitment").
For the purposes
of such Minimum Delivery
Commitment,
if an album is 1/3 or more
controlled
by Owner then such album shall
be deemed an album in
satisfaction
of such Commitment
(but shall
be subject
to advance
reduction
as provided
below).
However,
if an album is less
than
1/3 controlled
by Owner, then such album shall
not satisfy
such
Commitment
but
the
Compositions
therein
shall
nonetheless
be
subject
to Publisher's
rights
hereunder.
"Concert",
"live",
"greatest
hits",
or "best
of" albums or other
compilations
shall
not apply in satisfaction
of such Commitment but shall
nonetheless
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be subject
to Publisher's
rights
hereunder.
Such delivery
shall
be
in the form of the final
mix for the album concerned
as approved
by
the record
company.
Without
limitation
of Publisher's
rights,
if
the first
such album release
does not occur
within
one (1) year
after
the date of this agreement,
or if any subsequent
album is not
(1)
year
after
the
prior
album
release,
released
within
one
Publisher
shall
have
the
right,
by giving
Owner notice,
to
terminate
the Term of this
agreement.
5.

ADVANCES

5. l
Publisher
shall
pay to Owner the following
non-returnable
advances
recoupable
from all royalties
payable
hereunder:
$90,000,
one-quarter
of which
(a)
For the Initial
Period:
Owner acknowledges
receipt,
one-quarter
of which shall
be payable
on execution
hereof,
and one-half
of which
shall
be payable
promptly
after
Release
of first
album of Owner's
Minimum Delivery
Commitment.
An amount equal
to two-thirds
(b)
For the Option
Periods:
(2/3) of.the
U.S.
mechanical
royalties
credited
to Owner's
account
hereunder,
for either
(i) the average
per statement
of the four
accounting
statements
rendered
hereunder
preceding
the due date of
the relevant
option
period
advance
(or if four statements
have not
been
rendered,
the
average
per
statement
of
the
statements
rendered)
multiplied
by two, or (ii)
the average
per statement
of
the two such preceding
statements
multiplied
by two, whichever
is
less,
with minimums and maximums as follows:

Minimum
First
Option
Period
Second Option
Period
Third Option
Period

'$70,000
$85,000
$95,000

(c)
Advances
for Option
Periods
shall
be
(1/2)
no later
than Publisher's
exercise
of its
album containing
the Compositions
constituting
the
Commitment for the Contract
Period concerned
and
later
than
Release
of such
album
(provided
cleared).

Maximum
$140,000
$170,000
$190,000

payable
one-half
option
for the
Minimum Delivery
one-half
(1/2)
no
all
samples
are

(d)
(i)
The advances
provided
in this
paragraph
5 .1 apply
only to studio
albums
containing
at least
two-thirds
(2/3)
new
Compositions
subject
to
exclusive
exploitation
hereunder
·(or
fractional
shares
constituting
such 2/3 control
in the aggregate),
i.e.
resulting
in at least
$.44 of mechanical
income.
If any album
BMPS/071095/SHS/JP/mm

- 8 -

BMP 95-12.3

is
not
so constituted,
Publisher
shall
pay,
in
lieu
of the
applicable
advance,
an advance
equal
to the product
of (A) the
otherwise
applicable
advance,
and (B) a fraction,
the numerator
of
which is the per unit mechanical
income actually
paid to Publisher
on the album concerned,
and the denominator
of which is $. 44) .
(The foregoing
dollar
amounts shall be increased
proportionately
as
and when the minimum statutory
mechanical
royalty
rate is increased
from $.066).
In no event shall
such fraction
exceed one (1).
provided
royalties
6.

(ii)
There shall
be no reduction
in advances
except
under
this
agreement.
There
shall
be no reduction
by operation
of Section
5.l(d)
(i) above in any event.

as
of

ROYALTIES AND ACCOUNTINGS

6 .1
Publisher
amount
equal
Income:

(a)

shall
to the

With

credit
to
following

respect

to

uses

Owner's
account
percentages
of

of

the

royalties
Publisher's

Compositions

in

the

in

an
Net

United

States:
( i)

of
income:

SO%

Mechanical
royalty
income
(other
than income derived
from Cover Records):

75%

(iii)

Cover

65%

(iv)

Synchronization
income
(i.e.,
synchs secured
by
Publisher;
otherwise
treated
"Other Income") :

(ii)

(v)

United

Publisher's
share
public
performance

(b)
With
States:
(i)
(ii)

BMPS/071095/SHS/JP/rnrn

All
respect

Records:

other
to

uses

as
65%

Income:
of

Publisher's
share
public
performance

the

Compositions

of
income:

Mechanical
royalty
income
(other
than income derived
from Cover Records):

- 9 -

outside

the

50%

75%

BMP 95-12.3

(iii)

Cover

{iv)

Synchronization
income
(i.e.,
synchs secured
by
Publisher;
otherwise
treated
11Other
Income 11) :

{v)

All

Records:

other

Income:

65%

as
65%
75%

(c)
In the event
Publisher
is or shall
be a party
to any
subpublishing,
collection,
or administration
agreement
for
any
country
of the world with a subsidiary
or affiliate
that
is not
managed by a third
party,
the fee retained
by such subsidiary
or
affiliate
shall,
for
the
purposes
of
calculating
royalties
(20%) of gross income computed at the
hereunder,
be twenty percent
source.
6. 2 The amounts
provided
as payable
to Owner by Publisher
as
royalties
in paragraph
6 .1 above are inclusive
of all
fees
and
it being the
royalties
becoming
due to the Authors
and Composers,
parties'
express
intention
that Publisher
shall
have no obligation
to account
for
or to pay any royalties.
to the
Authors
and
Composers,
such obligation
to be solely
and exclusively
that
of
Owner.
6.3
Publisher
will compute Owner's royalties
as of each June 30th
and December
31st
for
the prior
six
(6) months.
(Publisher
reserves
the right
to alter
such accounting
periods
without
notice,
but in no event shall
Publisher
account
less frequently
than every
six months.)
On the next
September
30th or March 31st
(or if
Publisher
alters
the accounting
periods,
on the date ninety
(90)
days following
the period
concerned)
Publisher
will
send Owner a
statement
covering
those
royalties
and will
pay Owner any net
royal ties
which are due after
deducting
unrecouped
advances
or
other
recoupable
and/or
deductible
amounts
hereunder.
Each
Composition
shall
be accounted
for separately
on the statement.
Publisher
will not be required
to send Owner a royalty
payment for
any period
in which the royalties
payable
to Owner will
be $25.00
or less
(but a statement
shall
nonetheless
be rendered)
; such
royalties
shall
be held and paid along
with the next
statement
requiring
payment
in excess
of $25.00.
Publisher
shall
only hold
reserves
against
Owner's
royalties
in instances
where there
is a
possibility
of a charge,
credit
or return,
e.g.
if
Publisher
entered
the
business
of distributing
printed
editions.
Such
reserves
shall
be reasonable
and shall
be liquidated
by the end of
the third
accounting
period
after
they are taken.
If Publisher
makes any overpayment
to Owner, Owner will reimburse
Publisher
•for
it;
to the extent
not immediately
reimbursed,
Publisher
may also
deduct
it from any payments
due or becoming due to Owner.
BMPS/071095/SHS/JP/mm

- 10 -

BMP 95-12.3

: ,·

6. 4 Royalties
for the exploitation
of Compositions
outside
the
United
States
shall
be converted
from
the
national
currency
to Publisher's
account)
at
concerned
(on the date actually
credited
the
same rate
of exchange
that
Publisher
uses
to convert
the
accountings
from its
subpublishers
and shall
be computed
and paid
in U.S. Dollars.
Such royalties
shall
not be due and payable
by
Publisher
until
payment
therefor
has been received
by Publisher
in
the United
States
in United
States
Dollars.
If Publisher
shall
not
receive
payment
in the United
States,
or in United
States
Dollars,
country
or in
and shall
be required
to accept
payment
in a foreign
foreign
currency,
Publisher
shall
deposit
to the credit
of Owner
(at Owner's
request
and expense),
in such currency
in a depository
in the country
in which Publisher
is required
to accept
payment,
Owner's
share
of royalties
due and payable
to Owner with respect
to
such
exploitations.
Deposit
as
aforesaid
shall
fulfill
the
obligations
of Publisher
as to exploitations
to which such royalty
payments
are applicable.
Such royalties
shall
be subject
to any
taxes
applicable
to royalties
remitted
by or received
from foreign
sources.
Further,
if any law,
government
ruling
or any other
restriction
affects
the amount of the payments
which Publishers's
licensee
can remit
to Publisher,
Publisher
may deduct
from Owner's
royalties
an
amount
proportionate
to
the
reduction
in
such
licensee's
remittances
to Publisher.
6.5
(a)
Publisher
will
maintain
books
and records
which
report·exploitation
of Compositions
for which
royalties
are payable
to
Owner.
Owner may, at Owner's
own expense,
examine
those
books and
records,
as provided
in this
paragraph
only.
Owner may make those
examinations
only for the purpose
of verifying
the accuracy
of the
6.3.
Owner may make such
statements
sent to Owner under paragraph
a particular
statement
only
once,
and only
an examination
for
within
one year
after
the date when Publisher
is required
to send
6.3.
Owner may make those
Owner that
statement
under
paragraph
examinations
only during
Publisher's
usual business
hours,
and only
at the place
where it keeps
the books and records
to be examined.
to
If Owner wishes
to make an examination
Owner will
be required
notify
Publisher
at least
30 days before
the date when Owner plans
to begin
it,
and to make an appointment
with Publisher
at a time
reasonably
convenient
to Publisher.
Owner will
not be entitled
to
of
examine
any records
that do not specifically
report
exploitation
Compositions
as to which royalties
are payable
to Owner.
Only an
independent
certified
public
accountant
may
make
such
an
examination
for Owner, but not a particular
accountant
if he or his
of Publisher's
books and records
for
firm has begun an examination
any person
or entity
except
Owner, unless
the examination
has been
concluded
and any applicable
audit
issues
have been resolved.
Such
accountant
must execute
a confidentiality
agreement
relating•
to
Publisher's
books and records
before
proceeding
with any audit.

BMPS/071095/SHS/JP/mm

- 11

-

BMP 95-12.3

.

. .
·,

(b)

Notwithstanding
subparagraph
6.S(a)
above,
if Publisher
notifies
Owner that
the representative
so designated
by Owner to
conduct
an examination
of Publisher's
books and records
is engaged
in an examination
on behalf
of another
person
or entity
( "Other
Examination"),
Owner may nevertheless
have Owner's
examination
conducted
by its designee,
and the running
of the time within
which
such examination
may be made shall
be suspended
until
Owner's
designee
has
completed
the
Other
Examination,
subject
to the
following
conditions:
effect
notice

(i)
Owner shall
notify
Publisher
within
fifteen
(15) days after
the
to Owner;

continuous
and render
and

of its election
date of Publisher's

to that
said

(ii)
Owner's
designee
shall
proceed
in a reasonably
and expeditious
manner to complete
the Other Examination
and Publisher;
the final
report
thereon
to the client

(iii)
Owner's
examination
before
the delivery
Owner 1 s designee
report
on the Other Examination,
shall
(30) days
thereafter,
and shall
be
continuous
manner.

shall
not be commenced
by
to Publisher
of the
final
be commenced within
thirty
conducted
in a reasonably

6. 6 If Owner has any objections
to a royalty
statement,
Owner will
give
Publisher
specific
notice
of that
objection
and Owner's
after
the date when Publisher
reasons
for it within
two (2) years
sends owner that
statement
under paragraph
6.3.
(For the purposes
of this Article
6, such statement
shall
be deemed to have been sent
to Owner on the due date prescribed
in paragraph
6.3 unless
Owner
such due
gives Publisher
notice
of non-receipt
within
3 O days after
date.)
Each royalty
statement
will become conclusively
binding
on
Owner at the end of that
two-year
period,
and Owner will
have no
objections
to it.
Owner will
have
further
right
to make any other
no right
to
sue
Publisher
in
connection
with
any
royalty
accounting,
or
to
sue
Publisher
for
royalties
derived
from
exploitation
of Compositions
during the period
a royalty
accounting
covers,
unless
Owner commences the suit within
that two-year
period
and Owner hereby
waives any longer
statute
of limitations
that
may
be permitted
by law.
If Owner commences suit on any controversy
or
claim concerning
royalty
accountings
rendered
to Owner under
this
agreement,
the
scope
of
the
proceeding
will
be
limited
to
determination
of the amount of the royalties
due for the accounting
periods
concerned;
and the court will have no authority
to consider
any other
issues
or award
any relief
except
recovery
of any
royalties
found owing.
Owner's recovery
of any such royalties.will
be the sole remedy available
to Owner or the Authors
and Composers
by reason
of any claim related
to Publisher's
royalty
accountings.
BMPS/071095/SHS/JP/mm

- 12 -

BMP 95-12.3

Without
limiting
the generality
of the preceding
senten·ce,
neither
Owner nor the Authors
and Composers
will
have any right
to seek
termination
of this
agreement
or avoid the performance
of Owner's
obligations
under it by reason
of any such claim.
6A.

LOSS OF RECORDING AGREEMENT

6A:1
The
constitutes
into
this

parties
acknowledge
that
an important
consideration
agreement.
It is anticipated

the
Recording
Agreement
for Publisher
in entering
that
at all times
during
the Term Owner shall be subject to the Recording Agreement and that
the term of the Recording
Agreement
shall
be in effect.
If at any
time during
the Term hereof
the term of the Recording
Agreement
shall
have expired
or been sooner terminated,
then Owner shall
give
Publisher
prompt
notice
thereof,
it being
understood
that
this
paragraph
GA shall
not apply
if Owner promptly
executes
a new
recording
agreement
with RCA or an RCA-affiliated
label.
Publisher
shall
have the right
to either
(a) terminate
the Term,
or
(b)
extend
the Term until
another
major-label
recording
agreement
is
secured
which is acceptable
to Publisher
(and if not acceptable
Publisher
may then
terminate
the
Term)
for
up to three
( 3)
consecutive
six (6)-month
periods,
by paying to Owner an advance
of
$3,000 at the start
of each such six (6)-month
period
(in lieu
of
any other
advance
specified
hereunder),
or
(c) continue
this
agreement
as modified
by paragraph
6A.2 below.
All such options
shall
be exercisable
by notice
to Owner within
sixty
(60) days
after
receipt
of Owner's
notice
or after
the end of the additional
period
concerned,
as applicable.
Any failure
by Publisher
to so
opt
shall
be deemed
an exercise
of the
option
specified
in
subparagraph
6A. l (b) . If Publisher
terminates
the Term pursuant
to
this
paragraph
6A.l,
all parties
will be deemed to have fulfilled
all
their
obligations
under
this
agreement,
except
those
obligations
which survive
the end of the Term, and Owner shall
immediately
repay
to Publisher
the amount,
not then recouped,
of
any advance
hereunder
relating
to Compositions
which have not been
delivered
(or, as applicable,
released
on an album if the Minimum
Delivery
Commitment so provides),
e.g.,
a prepaid
advance.
6A.2
If Publisher
elects
to continue
this agreement
as provided
in
subparagraph
6A.l(c)
above,
then this agreement
shall
convert
to an
exclusive
copublishing
agreement
in the form hereof
subject
to the
following:
(a) a new Contract
Period shall
commence on the date of
Publisher's
election
under
subparagraph
6A.l(c),
with new Option
Periods
equal
to the number of Option Periods
remaining
prior
to
such election;
(b) Owner's Minimum Delivery
Commitment shall
be ten
by the Owner concerned
for each Contract
(10) Compositions
written
Period;
one-half
{1/2)
of such Compositions
shall
be delivered
within
the first
nine
(9) months of the Contract
Period
and the
balance
within
three
(3) months
thereafter;
(c) each
Contract
BMPS/071095/SHS/JP/mm

- 13

-

BM!? 95-12.3

Period
shall
subsist
for the longer
of one (1) year or ilntil
sixty
(60) days
after
completion
of the applicable
Minimum Delivery
Commitment;
and (d) Publisher
shall
pay Owner an advance
of $10,000
in each Contract
Period,
payable
monthly
(in lieu
of any other
advances
specified
hereunder).
Such advances
shall
be reduced
by
the amount
of any advance
previously
paid
by Publisher
in the
Contract
Period
concerned,
prior
to Publisher's
election
under
suoparagraph
6A.l(c).
7.

REPRESENTATIONS. WARRANTIES AND INDEMNITIES

7.1

Owner

represents

and warrants

to

Publisher

that:

(a)
It has the full
right,
power and authority
this
agreement
and to grant
to Publisher
all
purported
to be granted
to Publisher
hereby;

of

to enter
into
the
rights

(b)
The Compositions
(i.e.,
only Owner's
share
thereof)
are
and will
be wholly
original
with the Authors
and Composers.
and
protectable
by copyright
in the Territory,
and the administration,
control,
use and exploitation
thereof
by Publisher
hereunder
will
not subject
Publisher
to liability
of any kind to any third
party
(including,
without
limitation,
the
Authors
and
Composers).
Publisher
acknowledges
that
certain
Compositions
shall
contain
samples
or be co-written
with Owner and Owner will not necessarily
control
such
samples
or
co-written
materials,
however,
such
Compositions
are nevertheless
subject
to the provisions
hereunder
relating
to advance
reduction,
indemnity
and otherwise.
(c)
Without
limitation
of paragraph
(a) above,
there
are and
will
be no liens
or encumbrances
upon the Compositions
and Owner
has not heretofore
and will
not hereafter
solicit
or accept
any
advance
from any third
party which would in any manner diminish
the
monies
available
to
Publisher
in
connection
with
the
use,
administration
or exploitation
of the Compositions;
nor are the
Compositions
subject
to any "controlled
composition"
clause
or
other agreement
which purports
to fix the compensation
payable
with
respect
to any uses of the Compositions,
other
than the Controlled
Composition
clause
in the Recording
Agreement,
a copy of which is
annexed
hereto
as Exhibit
7.l(c).
(d)
Owner has and will
have valid
and enforceable
written
exclusive
songwriter
agreements
with the Authors
and Composers
under which the Compositions
are and will be the sole and exclusive
property
of Owner; and
their
alter

(e)
During the Term hereof
songwriting
and recording
their
professional
status

BMPS/071095/SHS/JP/mm

Owner shall
conscientiously
pursue
career
and shall
not materially
in effect
as of the commencement
of
- 14

-

BMP 95-12.3

,.

this
agreement.
Without
limitation
of Publisher's
hereunder,
any material
change in such status
shall
the right
to terminate
such Term.

other
allo~

remedies
Publisher

and at all
times
during
the Term shall
be, a
{f)
Owner is,
member in good standing
of ASCAP and BMI pursuant
to an affiliation
agreement
dated
July
14, 1992 for Kejuan
Muchita
(ASCAP) and May
31; 1991 for Albert
Johnson
(BMI}.
In the event
that
Owner is not
affiliated
with such society
and/or
such affiliation
lapses
during
the Term, Publisher
shall
have the right
to register
a one hundred
percent
{100%} interest
in the Compositions
with
such society
in
Publisher's
name,
subject
to the payment
of royalties
to Owner
hereunder.

7.2

Publisher

represents

(a)
Publisher
United
States
and,
societies
elsewhere
publishing;
and

and

warrants

Owner:

is,
and will
be during
the term,
active
in the
through
licensees
or
collection
agents
or
in the Territory,
in the business
of music

(b)
Publisher
has
the
full
enter
into
this
agreement
and to
purported
to be granted
to Owner
7.3
Owner represents,
will
write
(musical
Publisher
during
the

to

right,
grant
to
hereunder.

warrants,
compositions
Term of this

power
Owner

and authority
to
all
of the rights

covenants
and
and
scores)
agreement.

agrees
that
exclusively

they
for

or
7.4
(a)
If any bona fide
claim
shall
be lodged
with Publisher
any bona fide
action
commenced
having
as its
basis
a claim
which,
if proved,
would
constitute
a breach
by Owner of any of Owner's
representations,
warranties,
or
covenants
contained
herein,
to any other
right
or remedy
otherwise
Publisher,
in addition
available,
may withhold
from any payments
otherwise
due to Owner
hereunder
an amount
equivalent
to that
claimed
or sued
for plus
reasonable
costs
and reasonable
attorney's
fees
relating
thereto.
in an interest
Any amount
so withheld
shall
be held by Publisher
bearing
account
for the benefit
of Owner and shall
be released
to
Owner (after
deduction
of any amounts
Publisher
may retain
under
subparagraph
7. 4 (b) below)
when Publisher
shall
have
received
reasonable
assurances
that
the claim
or action
has been
finally
settled
or fully
adjudicated
and the judgment
satisfied,
or that
the
statute
of limitations
on such
claim
has
run,
or
when
reasonable
and adequate
security
for the claim has been provided
by
Owner to Publisher.
shall

(b)
Each
indemnify,

BMPS/071095/SHS/JP/mm

party
hereto
defend
and

( for
hold

-

15

these
purposes,
the other
party

-

"Indemnitor")
( "Indemnitee

BMP 95-12.3

11 )

harmless
against
and in respect
of any claims,
losses,
·damages
or
expenses
(including,
without
limitation,
reasonable
attorneys'
fees
and litigation
costs),
that Indemnitee
may incur,
which arise
from
or relate
to any alleged
breach
of, or failure
by Indemnitor
to
perform,
any of
Indemnitor's
representations,
warranties,
or
promises
in this
agreement
or in any schedule,
certificate,
exhibit,
or other
instrument
furnished
or to be furnished
by
Indemnitor
under or in connection
with this agreement.
Indemnitee
shall
notify
Indemnitor
of any claim presented
to Indemnitee
by a
third
party.
Indemnitor
shall
defend any third
party claim,
at its
sole expense,
with counsel
approved
by Indemnitee,
except
that,
at
Indemnitee's
option,
Indemnitee
may defend
the
claim
(at
Indemnitor's
sole expense)
and shall
consult
with Indemnitor
about
choice of counsel
and the conduct of the proceeding.
No such claim
asserted
by a third
party
may be settled
by Indemnitee
without
Indemnitor's
prior
written
consent
(such
consent
not
to
be
unreasonably
withheld
or delayed),
so long
as Indemnitor
is
actively
defending
such claim in a manner consistent
with industry
norms,
unless
Indemnitee
shal~
agree
not to seek indemnity
from
Indemnitor
for any settlement
payment made by Indemnitee
to the
claimant
and further
subject
to the following.
If Indemnitor
does
not approve
a settlement
proposed
by Indemnitee,
Indemnitee
may
nonetheless
settle
the matter
unless,
within
twenty
(20) business
days after
notice
to Indemnitor,
Indemnitor
furnishes
to Indemnitee
a surety
bond or letter
of credit
from a national
surety
company or
bank,
in form and content
satisfactory
to Indemnitee,
insuring
Indemnitee
against
the
amount
of
the
claim
in
addition
to
reasonable
attorney's
fees
and litigation
costs
expended
in
connection
with the claim and a reasonable
estimate
of such fees
and costs
required
to continue
the defense.
7A.

GROUP ARTIST

7A. l If any member of Owner ("leaving
a member of the group "MOBB DEEP":

member")

ceases

to perform

as

(a)
(i)
Owner will
so notify
Publisher
promptly.
If the
leaving
member is replaced
by a new member, Owner shall
use its
best efforts
to have each such new member substituted
as a party
to
this
agreement
in the place
of the leaving
member and Owner will
cause
the new member to execute
and deliver
to Publisher
such
instruments
as
Publisher,
in
its
judgment,
may require
to
accomplish
that
substitution.
Thereafter,
Owner will
have
no
further
obligation
to furnish
the songwriting
services
of the
leaving
member under
this
agreement,
but Owner (and the leaving
member individually)
will
continue
to be bound
by the
other
provisions
of
this
agreement,
including,
without
limitation,
subparagraph
7A.l(b)
below.
Owner will not permit
any musician
to
perform
in place
of the leaving
member in making recordings
of
BMPS/071095/SHS/JP/mm

- 16 -

BMP 95-12.3

Owner, unless
that musician
the substitution
instruments
this
section
?A.l(a)
(i).

has executed
and delivered
to Publisher
referred
to in the second sentence
of

(ii)
Publisher
will have the right
to terminate
the term
of this
agreement
with respect
to the remaining
member(s)
of Owner
by notice
given
to Owner at any time before
the expiration
of
ninety
(90) days after
Publisher's
receipt
of Owner's
notice.
In
the event of such termination,
all of the members of Owner will
be
deemed leaving
members as of the date of such termination
notice,
and subparagraph
?A.1 {b) will apply to all of them, collectively
or
individually
as Publisher
elects.
(b)
Owner
grants
to
Publisher
an option
to
engage
the
exclusive
songwriting
services
of each leaving
member
( 11Leaving
The Leaving
Member Option
may be exercised
by
Member Option 11 ) •
Publisher
by notice
to Owner at any time before
the expiration
of
thirty
(30) days after
the date
of:
{i) Publisher's
receipt
of
Owner's
notice
under
section
?A.1 (a) ( i) , or
(ii)
Publisher's
termination
notice
pursuant
to section
7A.l(a)
(ii),
as the case may
be.
If
Publisher
exercises
that
Option,
the
leaving
member
concernetj
will
be deemed to have executed
a new agreement
with
Publisher
containing
the same provisions
as this
agreement
except
as follows:
(i) the term will commence on the date of Publisher's
exercise
of such Leaving
Member Option
and may be extended
by
Publisher,
at its
election
exercisable
in the manner provided
in
subparagraph
3 .1 (b)
above,
for
the
same number
of additional
periods
as the number of option
periods,
if any, remaining
pursuant
to subparagraph
3.l(b)
at the time of Publisher's
exercise
of the
Leaving
Member Option
(but at least
two (2) such additional
periods
in any event);
(ii)
the
Minimum Delivery
Commitment
for
each
Contract
Period
of such term will
be the same as that
granted
to
Publisher
hereunder;
( iii)
the
advance
for
the
first
Contract
Period
will be one-half
(1/2) of the advance
for the first
Contract
Period
of this
agreement
pursuant
to Article
5 and advances
for the
(1/2)
of
next Contract
Periods
after
the first
one will be one-half
the advances
for the next Contract
Periods
of this
agreement
after
the first
one;
and (iv)
a part
of the amount of any unrecouped
advance
balance
hereunder,
determined
in proportion
to the number
of members
in the group
before
and after
the departure
of the
leaving
member (i.e. 1 twenty percent
(20%) of that balance
if there
are five
(5) members and one of them leaves)
will
constitute
an
advance
recoupable
from royalties
payable
under the new agreement
with the leaving
member.

8.

MISCELLANEOUS

(a)
8 .1
assigned

This
agreement
or transferred

BMPS/071095/SHS/JP/mm

in

is personal
to Owner and may not
be
whole or in part
by Owner co any third
- 17 -

BMP 95-12.3

'.

party.
Owner shall
not sell,
transfer,
assign,
or· otherwise
dispose
of or encumber any of its interest
under this.agreement,
its
earnings
therefrom,
or its
interests
in the
Compositions
without
first
offering
the same in each instance
to Publisher
in
writing
at the same price
and. on the same terms
as any such
contemplated
sale,
transfer,
assignment,
or encumbrance.
If such
(30)
days
after
offer
is accepted
by Publisher
within
thirty
receipt
of a copy of the proposed
third
party
offer,
then
the
transaction
shall
be concluded
between
Owner and Publisher.
If
such offer
is not accepted
by Publisher
within
such time,
Owner
shall
be free
to sell
or assign
the
interest(s)
offered
to
Publisher
upon
the
same terms
and conditions
as offered
to
Should
Publisher
to third
parties
within
six ( 6) months thereafter.
such sale or assignment
not be made within
such time, the foregoing
first-offer-to-Publisher
procedure
shall
again
be applicable
to
such
sale
or
assignment
as
well
as
any
new or
different
contemplated
sale,
transfer,
assignment,
or encumbrance
of the
offered
interest.
to

it

(b)
Publisher
may sell,
assign
hereunder
in whole or in part.

or license

the

rights

granted

8.2
Notices
which either
party
desires
or is required
to give to
the other
hereunder
shall
be in writing,
sent
postage
prepaid,
certified
or registered
mail,
return
receipt
requested,
or by
telegraph,
and shall
be addressed
as follows:

TO OWNER:

At the
hereof.

TO PUBLISHER:

BMG Music
1540 Broadway
New York, New York 10036-4098.
Attn:
Vice
President
Legal
I
Affairs
(Music Publishing),
with

address

a copy

set

forth

on

the

first

and

page

Business

to:

BMG Music Publishing
8370 Wilshire
Boulevard
Beverly
Hills,
CA 90211
Attn:
Senior Vice President/
General
Manager
or to such other
address(es)
as to which the noticing
party
shall
have theretofore
received
written
notice.
The date of mailing
or
deposit
with a telegraph
company for transmission
shall
be the date
of the giving
of notice.

BMPS/071095/SHS/JP/mm

- 18

-

BMP 95-12.3

8.3
This agreement
constitutes
the parties'
entire
understanding
and may not be modified
except
in writing
signed
by. the party
sought
to be charged;
shall
be construed
in accordance
with the law
of the State
of New York applicable
to agreements
entered
into and
wholly
to be performed
therein;
and, subject
to the restrictions
on
transfer
contained
above,
shall
bind and inure
to the benefit
of
the parties'
respective
successors
and assigns.
Only the New York
Courts
shall
have
jurisdiction
over
this
agreement
and
any
controversies
arising
out of this agreement
shall
be brought
by the
parties
to the Supreme Court of the State
of New York,
County of
New York,
or to the United
States
District
Court for the Southern
District
of New York,
and they
hereby
grant
sole
and exclusive
jurisdiction
to such court{s)
and to any appellate
courts
having
jurisdiction
over appeals
from such court(s).
8.4
Each party
shall
execute
and deliver
parties
such other
and further
instruments
shall
be reasonably
required
to effectuate
hereof.

8. 5 Publisher
shall
jurisdictions
permitted
In addition,
Publisher
in accordance
with its
copies
of the foregoing
request
therefor.
8.6
legal

file
copyright
applications
in all
maJor
in accordance
with its standard
practices.
shall
file
all ASCAP and BMI clearance
forms
standard
practices.
Publisher
shall
provide
to Owner promptly
following
Owner's
written

The paragraph
headings
force
or effect.

8.7
In the event of
the prevailing
party
reasonable
attorneys'
and awards.

to the other
and to third
and correspondence
as
the intents
and purposes

are

for

convenience

litigation
between
shall
be entitled
fees in addition

only

and are

of

no

Owner and Publisher
hereon
to recover
from the other
to any and all other
costs

8.8
Publisher
shall
not be in default
of any term,
condition,
or
provision
of this
agreement
unless
and until
Owner shall
give
written
notice
specifying
such default
in detail
and such default,
if curable,
shall
not have been cured within
thirty
(30) days after
receipt
of such notice.
Such 30-day
period
shall
be 15 business
days instead
with respect
to any default
in the payment
of money.
It is understood
that
the foregoing
15-day period
shall
only apply
to the failure
to pay an advance
or render
an accounting
statement;
it shall
not apply
to any claim concerning
the calculation
of any
advance
or to any claim relating
to the underpayment
of royalties
or other
audit-type
claims.
8.9
other

Owner
the

and Publisher
benefits
of

BMPS/071095/SHS/JP/mm

hereby
grant
all
warranties
- 19 -

and agree
to grant
and representations

to

each
now

BMP 95-12.3

possessed
and hereafter
Compositions.

obtained

under

all

agreements

af·fecting

the

8.10 Nothing
contained
herein
shall
be construed
or interpreted
agency,
constituting
a
partnership,
joint
venture,
No third
employer/employee
relationship
between the parties.
is intended
to be a third
party
beneficiary
hereof.

as
or
party

8.11 If any clause,
sentence,
paragraph,
part,
or provision
hereof
or the application
thereof
to any person
or entity
shall
for any
reason
be adjudged
by a court
of competent
jurisdiction
to be
invalid,
such judgement
shall
not affect
the remainder
hereof
which
shall
continue
in full
force
and effect
and such judgement
shall
affect
only
the
clause,
sentence,
paragraph,
part,
provision,
person,
or entity
which is directly
involved
in or the subject
matter
of such judgement.
8.12
Owner does hereby irrevocably
constitute,
authorize,
empower,
and appoint
Publisher
(acting
through
any of its officers)
Owner's
true and lawful
attorney-in-fact
(with full
power of substitution
and delegation),
in Owner's
name, and in Owner's
place
and stead,
or in Publisher's
name, to take and do such action,
and to make,
sign,
execute,
acknowledge,
and deliver
any and all instruments
or
documents,
which Publisher
from time to time may deem necessary
to
vest
in Publisher,
or its
designees,
successors,
assigns,
and
licensees,
all
of
the
rights
or
interests
granted
by Owner
hereunder.
Notwithstanding
the
foregoing,
Publisher
shall
not

BMPS/071095/SHS/JP/mm

- 20 -

BMP 95-12.3

execute
execute
notice.

any document
same within

on Owner's
ten
( 10)

execution

Alb rt

J

behalf
unless
owner
business
days
after

hereof.

nson

Date

K~~----Da-te

Social
Federal

ha~ failed
to
:i;>ublisher' s

____

_

Security
Number or
Tax I.D. Number

Date

Date
s;rANLEV H. SCHNEIDE:R
VICE PRESIDEN-:'"
LEGALAND
BUSINESSAFFAIRS,
MUSICPUBLISHING

BMPS/071095/SHS/JP/mm

- 21 -

BMP 95-12.3

ASSIGNMENTOF COPYRIGHTS
The undersigned
("Assignor"),
for good and valuable
consideration,
receipt
of which is hereby
acknowledged,
hereby
sells,
conveys
and
assigns
to
BMG SONGS/CAREERS-BMG MUSIC PUBLISHING,
INC.
its
successors
and assigns,
an undivided
fifty
percent
(50%) interest
in"the
entire
right,
title
and interest
throughout
the world
and
universe
which
is derived
from Assignor,
in and to the musical
composition(s}
listed
on the
attached
Schedule
A,
including,
without
limitation,
the copyrights
and any other
rights
relating
to
the
musical
compositions,
now known or which
may hereat ter
be
recognized
or come into
existence,
and any and all
renewals
and
extensions
of such copyrights
and other
rights
under
applicable
laws,
treaties,
regulations
and directives
now or hereafter
enacted
or in effect.
IN WITNESS WHEREOF, Assignor
day of
, 1995.

has

executed

all

an Muchita

(p/k/a

"Havoc")

of the

p/k/a

Mobb Deep

above

ACKNOWLEDGEMENTS

ss
On --------------'
Albert
Johnson,
known to
who executed
the foregoing
he executed
it.

1995 before
me personally
me to be the individual
described
instrument,
and acknowledged
to

Notary
BMPS/071095/SHS/JP/mm

came
in and
me that

Public
- 22 -

BMP 95-12.3

ss

On --------------'
1995 before me personally
came
Kejuan Muchita,
known to me to be the individual
described
in and
who executed
the foregoing
instrument,
and acknowledged
to me that
he executed
it.

Notary

BMPS/071095/SHS/JP/mm

Public

- 23

-

BMP 95-12.3

..
SCHEDULEA
EXISTING COMPOSITIONS

Title

Songwriter(s)
and Share(s)

BMPS/071095/SHS/JP/mm

Publisher(s)
and Share(s)

-

24

-

Copyright
Reg. No.

Date

BMP 95-12.3

04l24/1996

11:50

BAKER
& FRIEDMAN

19087257088

.-

BXISTIHG'COMPOSITIOHS
Scngwriter(s)

Titl!:A

and ~harec,1

Publisher
1nd

share cs>

See Attached.

BKPS/07~095/SHS/JP/ffll'll

( s)

- :as -

Copyright
Reg~

No, Date

PAGE 04

04i24/l996

11:50

PAGE 05

BAKER
& FRIEDMAN

19087257088

~
......
ASSIGNMENTor·coeYKIGHT
ANDEXCLUSIVEADMINISTRATION
RIGHTS
IN CONSIDERATIONof the sum of One Dollar
(S1.0C)
and other
good and valuable
conslderatlon,
receipt
of which
is hereby
acknowledged,
the undersigned
does hereby sell,
assign,
transfer
and set over
unto songs Of PolyGram
International,
Inc.,
its
successors
and assigns,
an undivided fifty percent
(SOI) in and to
the undersigned's
percentages
as indicated
(*J of all right,
title
and interest
in the copyright
of the musical.
composition[s}

entitled:
TITLE

WRITE.R.( S J

§KARB

TIME TO CLOSE SHOP

Kejuan Huchita
Albert .1ohnson
Paul Shabazz
Kerwin Young

251,

25%

Kejuan Muchita.
Albert Johnson
Paul Shabazz
Kerwin Young

25%*
25%
25%

~ROJECT HALLWAYS

BITCH

ASS NIGQ.C..

Kejuan
Albert

Muchita

Johnson
Paul Shabazz
Kerwin Young

LOCKEDIN SPOFFOaD

HIT IT raoM THE BACK

BUDDHAEYES

ME & f.C"f Ci\.EW

2St

25%
251*

25%
25%
25%
25%*

Xejuan Muehl ta

50%

Johnson

l<ejuan Muehl ta
Albert Johnson
Chris Mattin

25%
25%
SO.\•

25%

2St•

so,

Ke;uan Huchita
Albert Johnson
Keith Spencer
OaLe Hogan

25\
25%*
25%

Kejuan

Mt.chita

Albert

Johnsen

JOt.
30%*'
20\

Keith

02.le

SHORTY SCORES

25-t

Ke;uan Muchita
Albert jchnson
Paul Shabazz
Kerwin Young
Albert

KOPPHEI.L

25.t*

Spencer

Hogan

Kejuan M:.:.chi ta
Albert
Johnson

25%

20~

SO\
50% ..

11:50

19087257088

BAKER
& FRIEDMAN

PAGE 06

and all of the right,
tttle
and interest
o! the unde:signed.
vested
and contingent,
therein
and there~o,
subject
to the
terms,
conditions,
restrictions
and limitations
o! an agreement dated the
9th day of October,
199l~ between Island aecords,
Inc. and Kejuan
Huc:hi ta pka. Havoc and Albert Johnson pk.a P.::oc:Hgy, c:ol l ec:-t i vel y pka
"Mobb Deep."
The rights
("Administrator")

of
songs
Of
shall
include

followlng:

(1)
copyrigh~

parties

!'

Inc:.
to
the

International,
PclyG=~
limited
bu':
r:.-::>t be

The right
to secure copyright
:egistration
and renewal
registration
with respect
thereto
in the.name
of both
under any law now in effect
or he=einafter
enacted;

(ii)

· performance,

A.11 rights
mechanical

merchandising,
adaptation,

translation,
{iii)

sale,
dramatization,

or

of
control.
publication,
printing,
other
re;rod:.:ction,
synchroni~ation,

exploitation,
creation

use and disposition,
The ri;ht

:ev1ston,

of

arrangement,

de~ivative

now or ~ereafter

works,

known;

to use the na~e,

biographical
material
of the
puiposes
of trade
or otherwise

phc:o~~aph,
likeness
and/or
Writer(i)
o: the Composition
for the
in connect!on
wit~ the Composition;

(iv)
All rights
to license,
assi;n.a~d
or with any person or entity,
inclu:in;
affiliates
of Administrator,
with re1pec:
rights
contained
in this
Paragraph;
a~d

enter

to

earned

.,

to

but

into agreements
not limited
to

all

or

part

(v) All rights
to collect
any and a:l monies accruinQ
therefrom
other
than the writer•
s s:-.a.re of perforiilance

of

the

and/or
f~es.

Administrator
or

desirable

or protection

may exercise
any other =i ghts it deems necessary
connection
with
the adm!~istration,
exploitation
of the composition.

in

IN WITN£S5 WHEREOF, the undersiqned has he~eunto
hand and seal this lSth day of March, l9SJ.

5et

his/its

..
(.

r

'