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COPUBLISHING AGREEMENT

AGREEMENT made and entered into as of February

1, 1995,

by and

between BMG ·songs, Inc. and Careers-BMG Music Publishing, Inc.,

1540

Broadway, New York, New York

10036-4098

(hereinafter referred

to·as Publisher } and Albert Johnson (p/k/a Prodigy ) and Kejuan

Muchita (p/k/a Havoc ) , together, p/k/a MOBB DEEP, c/o John M.

Rannells, Esq., Baker & Friedman,

359

East Main Street, Somerville,

NJ 08876 (hereinafter jointly and severally referred to as

11

0wner

11

), with reference to the following facts.

A. Owner is engaged in the business of music publishing and owns

and controls and will own and control during the term hereof

certain musical compositions as hereinafter defined which are and

will be available for exploitation and administration throughout

the world (hereinafter referred to as the Territory ).

B. Publisher is engaged in the business of music publishing and

has certain facilities and services available to it for the

administration and exploitation of musical compositions.

C. owner desires to share with Publisher the ownership and

control of the Compositions and further desires to appoint

Publisher to act as exclusive administrator of the Compositions in

the Territory and Publisher is willing to accept such ownership,

control, and appointment.

NOW, THEREFORE, premises considered, it is agreed as follows:

1.

DEFINITIONS

1.1

Composition(s) (a) all musical compositions presently

owned or controlled, in whole or in part, directly or indirectly,

by Owner (to the full extent of Owner's interest therein), all of

which musical compositions Owner warrants are set forth and

identified in Schedule A annexed hereto, and (b) all musical

compositions owned or controlled, in whole or in part, directly or

indirectly, by Owner during the Term hereof (to the full extent of

Owner's interest therein) regardless of the method of acquisition

of such ownership or control. Excluded from this agreement shall be

those musical compositions currently subject to administration by

another publisher; Owner warrants and represents that all such

compositions are set forth on Schedule

B

annexed. If at any time

during the Term hereof any such compositions revert to Owner, Owner

shall give Publisher notice thereof and such compositions shall

automatically become subject to this agreement in all respects.

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1. 2 Gross Receipts

II

all monies directly and identifiably

attributable by title to the use and exploitation of the

Compositions in the Territory (including non-returnable advances

related solely to one or more Compositions hereunder), which monies

are actually received by Publisher in the United States (whether

from publishing licensees affiliated with Publisher or otherwise).

If at any time Publisher enters the business of manufacturing

and/or distributing printed editions of musical compositions, Gross

Receipts with respect to printed editions of the Compositions shall

be deemed to be an amount equal to an industry standard

royalty

payable by a third party print licensee for the use concerned.

1. 3 Net Income - Gross Receipts less: (a) Publisher's direct

out-of-pocket costs of administration directly and identifiably

attributable to the Compositions (exclusive of Publisher's

overhead) namely, costs of transcribing lead sheets, costs of

producing and disseminating demonstration recordings (subject to

Owner's Consent in each instance) , and copyright registration

filing fees; and (b) an administration fee for Publisher equal to

seven point five percent (7.St) of Gross Receipts. Notwithstanding

the foregoing, Publisher shall not charge demo costs against Gross

Receipts, in excess of $500 per demo, withoµt Owner's prior Consent

in each instance.

1.4 Cover Record - a phonorecord and/or audiovisual work (as

such terms are defined in the U.S. Copyright Act) recorded and

initially released or distributed in the Territory embodying a

Composition or portion thereof, other than recordings embodying

featured performances of the songwriter who wrote the Composition

concerned.

1.5 Recording Agreement - the recording agreement between Owner

and Loud Records ( RCA/Loud Records

11

)

dated March 3, 1994, as the

same may be amended from time to time.

1.6

11

Consent

11

- (a) Owner's prior written approval which shall be

sent to Publisher within ten

(10)

business days following

Publisher's request, and if Owner does not respond within such time

period, the request shall . be deemed approved; and (b) which

approval shall not be unreasonably withheld.

1.7 Release - the later of (a) commercial release in the United

States of the record concerned, or (b) Publisher's issuance of a

mechanical license for such record, which Publisher shall issue

promptly after request, in addition to clearance of all samples.


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2. GRANT OF RIGHTS

2. 1 Owner hereby sells, assigns, transfers, and sets over to

Publisher an undivided fifty percent (50 ) interest in and to all

of Owner's right, title and interest in the Compositions throughout

the world including without limitation all copyrights, rights to

copyrights therein and any other rights relating to the

Compositions, now known or which may hereafter be recognized or

come into existence, and renewals and extensions thereof under and

subject to applicable laws, treaties, regulations and directives

now or hereafter enacted or in effect throughout the world, and all

claims and causes of action relating to the Compositions accrued or

hereafter accruing at any time. To such effect, Owner shall

execute and deliver herewith the Assignment of Copyright attached

hereto.

2.2 Owner grants to Publisher the sole and exclusive right, during

the Term and Retention Period, in the Territory, to administer,

control, use, exploit, and otherwise deal in and for the

Compositions and collect income in connection therewith whenever

earned (including, without limitation, income earned prior to the

start of the Term), all of which Publisher hereby agrees to do in

accordance with best business practices generally prevailing in the

music publishing industry. The foregoing grant includes by way of

example but not limitation:

(a) The sole and exclusive right to print, publish, vend, and

sell in all forms, printed editions of the Compositions, to

authorize others to do so, and to collect all fees and royalties

becoming due with respect thereto;

(b) Subject to subparagraph 2A.4 below, the sole and

exclusive right to make or cause to be made, and to license others

to make, master records, transcriptions, sound tracks, pressings,

and any other mechanical, electrical, or other reproductions of the

Compositions, in whole or in part, in such form, manner and

frequency as Publisher shall determine in its sole discretion,

including the right to synchronize the same with audiovisual works,

and the right to manufacture, advertise, license, or sell such

reproductions for any and all purposes, including without

limitation private performances and public performances, radio

broadcast, television, sound motion pictures, wired radio,

phonograph records, and any and all other means or devices whether

now known or which may hereafter come into existence, and to

collect all fees and royalties becoming due with respect thereto;

(c) The sole and exclusive right (subject to the rights

heretofore granted by Owner to the performing rights societies with

which Owner is affiliated) to perform the Compositions publicly,

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{.

whether for profit or otherwise, by means of public ·or private

performance, radio broadcasting, television, or any and all other

means whether now known or which may hereafter come into existence,

and to collect all fees and royalties becoming due with respect

thereto;

(d) The sole and exclusive right to substitute a new title or

titles for the Compositions or any of them and to make any

arrangement, adaptation, translation, dramatization, or

transposition of the Compositions or any of them, in whole or in

part, and

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connection with any other musical, literary, or

dramatic.material, and to add new lyrics to the music of any of the

Compositions or new music to the lyrics of any of the Compositions,

in Publisher's sole discretion;

{e) (i) The sole and exclusive right (subject to section

(ii) below) to prosecute, defend and settle any third party action

or claim relating to the Compositions and the respective rights of

Owner and Publisher therein;

(ii) If at any time Publisher, in its sole discretion

(due to a conflict of interest or otherwise) decides to not pursue

a claim or action relating to the Compositions, or to not maintain

a claim or action in progress, it shall give Owner notice thereof.

Publisher shall have the right to settle and/or discontinue such

claim or action unless, within fifteen (15) business days after the

date of such notice, Owner gives Publisher notice t.hat it shall

pursue or maintain the claim or action concerned and, with respect

to actions in progress, substitutes its own counsel in the action

(and, as necessary, moves to intervene as a party). In such event,

Owner shall have the right to pursue or maintain such claim or

action, at Owner's sole expense and in Owner's discretion, provided

that any settlement or recovery arising therefrom shall, after

deduction of Owner's out-of-pocket reasonable attorneys' fees and

costs, be turned over to Publisher for treatment as Other Income as

provided herein. Further, music publishing rights acquired by

Owner as a result of such settlement or recovery shall, as

applicable, be subject to Publisher's rights hereunder without any

additional advance being payable;

(f) The sole and exclusive right to enter into agreements

with related or unrelated third parties for the so-called

11

subpubl ication

11

of the Compositions throughout the Territory

(pursuant to which such subpublishers shall deduct as their fee

twenty percent

{20 )

of gross income) and to collect all fees and

royalties becoming due thereunder;

(g) Subject to subparagraph 2A.2 (e) below, the sole and

exclusive right to use the names and likenesses of the author(s)


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and composer ( s) of the Compositions (hereinafter j'ointly and

severally referred to as the Authors and Composers ), and the name

of Owner for the purposes of advertising and trade in connection

with the use and exploitation of the Compositions and for so-called

institutional advertisements for Publisher's business and

products; and

(h) Any and all other rights of every and any nature now or

hereafter existing under and by virtue of any common law rights,

copyrights or any other rights relating to the Compositions now

known or which may hereafter be recognized or come into existence,

and renewals and extensions thereof throughout the world under

applicable laws, treaties, regulations and directives now or

hereafter enacted or in effect.

2A. MARKETING

2A.1 Owner's royalty hereunder shall not be reduced by any

collection fees charged by The Harry Fox Agency, CMRRAor any other

such collection agent which may be used by Publisher in the United

States or Canada in connection with RCA or an RCA-affiliated label.

2A.2 (a} Notwithstanding anything to the contrary in this

agreement, Publisher shall not, during the Term in the United

States, without Owner's Consent:

(b) Issue any licenses for any

11

Grand Rights use of any

Compositions.

uGrand Rights , when used with respect to use of a

musical composition, means performance of such composition by an

actor or actress in a musical comedy, play, opera, operetta,

theatrical motion picture or television program in which there is

a definite plot depicted by action and in which such performance is

woven into and carries forward the plot and its accompanying

action.

(c) Issue mechanical copyright licenses for any Composition,

with respect to the initial release of top-line records, at a rate

less than the minimum statutory rate in the United States. This

paragraph shall not apply to any reduced-price records or other

records or sales customarily subject to discounted mechanical

copyright royalty rates in the record industry, such as club sales,

TV/radio or key outlet sales, free goods, and other non-normal

retail channel sales.

(d) License the Compositions for use in commercial

advertisements or for featured use in television or theatrical

motion picture films. This subparagraph shall not apply, to

licenses granted at time (s) at which there are any unrecouped

advances.hereunder.


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(e) Use Owner's likeness, provided that Owner's failure to

Consent must detail the reasons therefor and must be accompanied by

realistic suggestions for revision or alternative materials (which

shall be subject to Publisher's approval).

(f) Make any material change

n

any Composition. This section

shall not apply to translations, arrangements and other changes

permitted by statute or custom in the country concerned.

(g) Exploit so-called merchandising rights related to the

Compositions.

2A.3 In exploiting the Compositions, Publisher shall deal with its

BMG wholly-owned record licensees on an arms-length basis. Without

limitation and subject to subparagraph 2A.4 below, any 3/4 rate

mechanical copyright license shall be deemed arms-length for the

purposes of this paragraph 2A.3.

2A.4 Compositions controlled by Publisher and released by RCA/Loud

Records shall bear a full statutory rate on top-line normal retail

channel sales

n

the United States.

3. TERM AND RETENTION PERIOD

3 .1 (a) The term of this agreement (the Term ) will begin on

February 1, 1995 and will continue for an initial period (the

Initial Period ) ending thirty (30) days after the date when Owner

completes fulfillment of the Minimum Delivery Commitment for the

succeeding Contract Period (i.e., the first Option Period), i.e.,

to enable Publisher to preview the Commitment for such first Option

Period before opting for same. In no event shall the Initial

Period subsist for less than one (1) year.

(b) Owner grants Publisher three (3) separate options to

extend that Term for additional Contract Periods ( Option Periods )

on the same terms and conditions except as otherwise provided.

Publisher may exercise each of those options by sending Owner a

notice not later than the expiration date of the Contract Period

which is then in effect (the current Contract Period ). Each

Option Period will begin immediately after the end of the current

Contract Period, and will continue for a period ending thirty (30)

days after the date when Owner completes fulfillment of the Minimum

Delivery Commitment for the succeeding Option Period; except that

the last Option Period will continue for a period ending three (3)

months after Owner's fulfillment of the Commitment for such last

Option Period. No Option Period (other than such last Option

Period) shall subsist for less than one (1) year. As used herein,

a Contract Period means the Initial Period or any Option Period

(as herein defined), as applicable.


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(c) If Publisher fails to exercise its rights for an Option

Period within the thirty (30) day period concerned, the Term will

terminate as of the end of that thirty (30) day period, and

Publisher shall have no rights in the Compositions Delivered in

reduction of the Minimum Delivery Commitment for the Contract

Period for which Publisher did not exercise the option, but

Publisher shall retain all other rights acquired during the Term.

3.2 Notwithstanding the expiration of the Term, Publisher shall

retain all rights acquired by it under this agreement for life of

copyright in each Composition in each respective country of the

Territory and all renewals and extensions thereof (the Retention

Period ), except that the later of (a) ten (10) years post-Term, or

(b) the end of the semiannual period during which all advances are

recouped, Owner shall assume administration of their half

copublisher share and entire songwriter share of royalties.

3.3 With respect to all monies earned or accrued in connection

with the use and exploitation of the Compositions during the Term

and Retention Period (and without limitation of whatever other

rights Publisher may have after the Term), Publisher shall have the

right to collect and receive such monies not only during such Term

and Retention Period but also after expiration of such Retention

Period. Publisher (or its print licensee) shall additionally have

the right to sell-off individual sheet music printed editions of

the Compositions manufactured during the Term and Retention Period

for a period of one (1) year after the expiration of the Retention

Period and, with respect to all other printed editions of the

Compositions, until stock is depleted.

4. MINIMUM DELIVERY COMMITMENT

4.1 During each Contract Period, Owner shall deliver to Publisher

newly written and entirely original Compositions written by Owner

and constituting no less than two-thirds (2/3) control (by number

of Compositions and parts thereof) of one (1) album (including

multiple record sets which count as one album) commercially

released in the United States on a major label and embodying

entirely the performances of Owner performing as the group p/k/a

MOBB DEEP (the Minimum Delivery Commitment ). For the purposes

of such Minimum Delivery Commitment, if an album is 1/3 or more

controlled by Owner then such album shall be deemed an album in

satisfaction of such Commitment (but shall be subject to advance

reduction as provided below). However, if an album is less than

1/3 controlled by Owner, then such album shall not satisfy such

Commitment but the Compositions therein shall nonetheless be

subject to Publisher's rights hereunder. Concert , live ,

greatest hits , or best of albums or other compilations shall

not apply in satisfaction of such Commitment but shall nonetheless


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be subject to Publisher's rights hereunder. Such delivery shall be

in the form of the final mix for the album concerned as approved by

the record company. Without limitation of Publisher's rights, if

the first such album release does not occur within one (1) year

after the date of this agreement, or if any subsequent album is not

released within one

1)

year after the prior album release,

Publisher shall have the right, by giving Owner notice, to

terminate the Term of this agreement.

5.

ADVANCES

5. l Publisher shall pay to Owner the following non-returnable

advances recoupable from all royalties payable hereunder:

(a) For the Initial Period:

90,000,

one-quarter of which

Owner acknowledges receipt, one-quarter of which shall be payable

on execution hereof, and one-half of which shall be payable

promptly after Release of first album of Owner's Minimum Delivery

Commitment.

(b) For the Option Periods:

An

amount equal to two-thirds

(2/3) of.the U.S. mechanical royalties credited to Owner's account

hereunder, for either (i) the average per statement of the four

accounting statements rendered hereunder preceding the due date of

the relevant option period advance (or if four statements have not

been rendered, the average per statement of the statements

rendered) multiplied by two, or (ii) the average per statement of

the two such preceding statements multiplied by two, whichever is

less, with minimums and maximums as follows:

First Option Period

Second Option Period

Third Option Period

Minimum

' 70,000

85,000

95,000

Maximum

140,000

170,000

190,000

(c) Advances for Option Periods shall be payable one-half

(1/2) no later than Publisher's exercise of its option for the

album containing the Compositions constituting the Minimum Delivery

Commitment for the Contract Period concerned and one-half (1/2) no

later than Release of such album (provided all samples are

cleared).

(d) (i) The advances provided in this paragraph 5 .1 apply

only to studio albums containing at least two-thirds (2/3) new

Compositions subject to exclusive exploitation hereunder ·(or

fractional shares constituting such 2/3 control in the aggregate),

i.e. resulting in at least

.44

of mechanical income. If any album

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is not so constituted, Publisher shall pay, in lieu of the

applicable advance, an advance equal to the product of (A) the

otherwise applicable advance, and (B) a fraction, the numerator of

which is the per unit mechanical income actually paid to Publisher

on the album concerned, and the denominator of which is $.

44) .

(The foregoing dollar amounts shall be increased proportionately as

and when the minimum statutory mechanical royalty rate is increased

from

$.066).

In no event shall such fraction exceed one

(1).

(ii) There shall be no reduction in advances except as

provided under this agreement. There shall be no reduction of

royalties by operation of Section 5.l(d) (i) above in any event.

6. ROYALTIES AND ACCOUNTINGS

6 .1

Publisher shall credit to Owner's account

amount equal to the following percentages of

Income:

royalties in an

Publisher's Net

(a) With respect to uses of the Compositions in the United

States:

( i)

(ii)

(iii)

(iv)

v)

Publisher's share of

public performance income:

Mechanical royalty income

(other than income derived

from Cover Records):

Cover Records:

Synchronization income

(i.e., synchs secured by

Publisher; otherwise treated as

Other Income ) :

All other Income:

SO%

75%

65%

65%

(b) With respect to uses of the Compositions outside the

United States:

(i) Publisher's share of

public performance income:

(ii) Mechanical royalty income

(other than income derived

from Cover Records):

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(iii)

{ v)

{v

Cover Records:

Synchronization income

(i.e., synchs secured by

Publisher; otherwise treated as

11

Other Income

11

:

All other Income:

65%

65%

75%

(c) In the event Publisher is or shall be a party to any

subpublishing, collection, or administration agreement for any

country of the world with a subsidiary or affiliate that is not

managed by a third party, the fee retained by such subsidiary or

affiliate shall, for the purposes of calculating royalties

hereunder, be twenty percent (20%) of gross income computed at the

source.

6. 2 The amounts provided as payable to Owner by Publisher as

royalties in paragraph 6 .1 above are inclusive of all fees and

royalties becoming due to the Authors and Composers,

t

being the

parties' express intention that Publisher shall have no obligation

to account for or to pay any royalties. to the Authors and

Composers, such obligation to be solely and exclusively that of

Owner.

6.3 Publisher will compute Owner's royalties as of each June 30th

and December 31st for the prior six (6) months. (Publisher

reserves the right to alter such accounting periods without notice,

but in no event shall Publisher account less frequently than every

six months.) On the next September 30th or March 31st (or if

Publisher alters the accounting periods, on the date ninety (90)

days following the period concerned) Publisher will send Owner a

statement covering those royalties and will pay Owner any net

royal ties which are due after deducting unrecouped advances or

other recoupable and/or deductible amounts hereunder. Each

Composition shall be accounted for separately on the statement.

Publisher will not be required to send Owner a royalty payment for

any period in which the royalties payable to Owner will be 25.00

or less (but a statement shall nonetheless be rendered) ; such

royalties shall be held and paid along with the next statement

requiring payment in excess of 25.00. Publisher shall only hold

reserves against Owner's royalties n instances where there s a

possibility of a charge, credit or return, e.g. if Publisher

entered the business of distributing printed editions. Such

reserves shall be reasonable and shall be liquidated by the end of

the third accounting period after they are taken. If Publisher

makes any overpayment to Owner, Owner will reimburse Publisher •for

it; to the extent not immediately reimbursed, Publisher may also

deduct it from any payments due or becoming due to Owner.


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,·

6. 4 Royalties for the exploitation of Compositions outside the

United States shall be converted from the national currency

concerned (on the date actually credited to Publisher s account) at

the same rate of exchange that Publisher uses to convert the

accountings from its subpublishers and shall be computed and paid

in U.S. Dollars. Such royalties shall not be due and payable by

Publisher until payment therefor has been received by Publisher in

the United States in United States Dollars. If Publisher shall not

receive payment in the United States, or in United States Dollars,

and shall be required to accept payment in

a

foreign country or in

foreign currency, Publisher shall deposit to the credit of Owner

(at Owner s request and expense), in such currency in a depository

in the country in which Publisher is required to accept payment,

Owner s share of royalties due and payable to Owner with respect to

such exploitations. Deposit as aforesaid shall fulfill the

obligations of Publisher as to exploitations to which such royalty

payments are applicable. Such royalties shall be subject to any

taxes applicable to royalties remitted by or received from foreign

sources. Further, if any law, government ruling or any other

restriction affects the amount of the payments which Publishers s

licensee can remit to Publisher, Publisher may deduct from Owner s

royalties an amount proportionate to the reduction in such

licensee s remittances to Publisher.

6.5 (a) Publisher will maintain books and records which report·

exploitation of Compositions for which royalties are payable to

Owner. Owner may, at Owner s own expense, examine those books and

records, as provided in this paragraph only. Owner may make those

examinations only for the purpose of verifying the accuracy of the

statements sent to Owner under paragraph

6.3.

Owner may make such

an examination for

a

particular statement only once, and only

within one year after the date when Publisher is required to send

Owner that statement under paragraph 6.3. Owner may make those

examinations only during Publisher s usual business hours, and only

at the place where it keeps the books and records to be examined.

If Owner wishes to make an examination Owner will be required to

notify Publisher at least

30

days before the date when Owner plans

to begin it, and to make an appointment with Publisher at a time

reasonably convenient to Publisher. Owner will not be entitled to

examine any records that do not specifically report exploitation o

Compositions as to which royalties are payable to Owner. Only

an

independent certified public accountant may make such an

examination for Owner, but not a particular accountant if he or his

firm has begun an ex min tion of Publisher s books nd records for

any person or entity except Owner, unless the examination has been

concluded and any applicable audit issues have been resolved. Such

accountant must execute a confidentiality agreement relating• to

Publisher s books and records before proceeding with any audit.


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.

·,

(b) Notwithstanding subparagraph 6.S(a) above, if Publisher

notifies Owner that the representative so designated by Owner to

conduct an examination of Publisher's books and records is engaged

in an examination on behalf of another person or entity ( Other

Examination ), Owner may nevertheless have Owner's examination

conducted by its designee, and the running of the time within which

such examination may be made shall be suspended until Owner's

designee has completed the Other Examination, subject to the

following conditions:

(i) Owner shall notify Publisher of its election to that

effect within fifteen

(15)

days after the date of Publisher's said

notice to Owner;

(ii) Owner's designee shall proceed in a reasonably

continuous and expeditious manner to complete the Other Examination

and render the final report thereon to the client and Publisher;

and

(iii) Owner's examination shall not be commenced by

Owner

1

s designee before the delivery to Publisher of the final

report on the Other Examination, shall be commenced within thirty

(30) days thereafter, and shall be conducted in a reasonably

continuous manner.

6. 6 If Owner has any objections to a royalty statement, Owner will

give Publisher specific notice of that objection and Owner's

reasons for it within two

2)

years after the date when Publisher

sends owner that statement under paragraph 6.3. (For the purposes

of this Article 6, such statement shall be deemed to have been sent

to Owner on the due date prescribed in paragraph 6.3 unless Owner

gives Publisher notice of non-receipt within 3

O

days after such due

date.) Each royalty statement will become conclusively binding on

Owner at the end of that two-year period, and Owner will have no

further right to make any other objections to it. Owner will have

no right to sue Publisher in connection with any royalty

accounting, or to sue Publisher for royalties derived from

exploitation of Compositions during the period a royalty accounting

covers, unless Owner commences the suit within that two-year period

and Owner hereby waives any longer statute of limitations that may

be permitted by law. If Owner commences suit on any controversy or

claim concerning royalty accountings rendered to Owner under this

agreement, the scope of the proceeding will be limited to

determination of the amount of the royalties due for the accounting

periods concerned; and the court will have no authority to consider

any other issues or award any relief except recovery of any

royalties found owing. Owner's recovery of any such royalties.will

be the sole remedy available to Owner or the Authors and Composers

by reason of any claim related to Publisher's royalty accountings.

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Without limiting the generality of the preceding senten·ce, neither

Owner nor the Authors and Composers will have any right to seek

termination of this agreement or avoid the performance of Owner's

obligations under it by reason of any such claim.

6A. LOSS OF RECORDING AGREEMENT

6A:1 The parties acknowledge that the Recording Agreement

constitutes an important consideration for Publisher in entering

into this agreement. It is anticipated that at

all

times during

the Term Owner shall be subject to the Recording Agreement and that

the term of the Recording Agreement shall be in effect. If at any

time during the Term hereof the term of the Recording Agreement

shall have expired or been sooner terminated, then Owner shall give

Publisher prompt notice thereof, it being understood that this

paragraph GA shall not apply if Owner promptly executes a new

recording agreement with RCA or an RCA-affiliated label. Publisher

shall have the right to either (a) terminate the Term, or (b)

extend the Term until another major-label recording agreement is

secured which is acceptable to Publisher (and if not acceptable

Publisher may then terminate the Term) for up to three ( 3)

consecutive six (6)-month periods, by paying to Owner an advance of

$3,000 at the start of each such six (6)-month period (in lieu of

any other advance specified hereunder), or (c) continue this

agreement as modified by paragraph 6A.2 below. All such options

shall be exercisable by notice to Owner within sixty (60) days

after receipt of Owner's notice or after the end of the additional

period concerned, as applicable. Any failure by Publisher to so

opt shall be deemed an exercise of the option specified in

subparagraph 6A. l (b) . If Publisher terminates the Term pursuant to

this paragraph 6A.l, all parties will be deemed to have fulfilled

all their obligations under this agreement, except those

obligations which survive the end of the Term, and Owner shall

immediately repay to Publisher the amount, not then recouped, of

any advance hereunder relating to Compositions which have not been

delivered (or, as applicable, released on an album if the Minimum

Delivery Commitment so provides), e.g., a prepaid advance.

6A.2 If Publisher elects to continue this agreement as provided in

subparagraph 6A.l(c) above, then this agreement shall convert to an

exclusive copublishing agreement in the form hereof subject to the

following: (a) a new Contract Period shall commence on the date of

Publisher's election under subparagraph 6A.l(c), with new Option

Periods equal to the number of Option Periods remaining prior to

such election; (b) Owner's Minimum Delivery Commitment shall be ten

(10) Compositions written

by

the Owner concerned for each Contract

Period; one-half {1/2) of such Compositions shall be delivered

within the first nine (9) months of the Contract Period and the

balance within three (3) months thereafter; (c) each Contract


- 13 -

BM ? 95-12.3


14/30

·

Period shall subsist for the longer of one (1) year or ilntil sixty

(60) days after completion of the applicable Minimum Delivery

Commitment; and (d) Publisher shall pay Owner an advance of $10,000

in each Contract Period, payable monthly (in lieu of any other

advances specified hereunder). Such advances shall be reduced by

the amount of any advance previously paid by Publisher in the

Contract Period concerned, prior to Publisher's election under

suoparagraph 6A.l(c).

7. REPRESENTATIONS. WARRANTIES AND INDEMNITIES

7.1 Owner represents and warrants to Publisher that:

(a) It has the full right, power and authority to enter into

this agreement and to grant to Publisher all of the rights

purported to be granted to Publisher hereby;

(b) The Compositions (i.e., only Owner's share thereof) are

and will be wholly original with the Authors and Composers. and

protectable by copyright in the Territory, and the administration,

control, use and exploitation thereof by Publisher hereunder will

not subject Publisher to liability of any kind to any third party

(including, without limitation, the Authors and Composers).

Publisher acknowledges that certain Compositions shall contain

samples or be co-written with Owner and Owner will not necessarily

control such samples or co-written materials, however, such

Compositions are nevertheless subject to the provisions hereunder

relating to advance reduction, indemnity and otherwise.

(c) Without limitation of paragraph (a) above, there are and

will be no liens or encumbrances upon the Compositions and Owner

has not heretofore and will not hereafter solicit or accept any

advance from any third party which would in any manner diminish the

monies available to Publisher in connection with the use,

administration or exploitation of the Compositions; nor are the

Compositions subject to any controlled composition clause or

other agreement which purports to fix the compensation payable with

respect to any uses of the Compositions, other than the Controlled

Composition clause in the Recording Agreement, a copy of which is

annexed hereto as Exhibit 7.l(c).

(d) Owner has and will have valid and enforceable written

exclusive songwriter agreements with the Authors and Composers

under which the Compositions are and will be the sole and exclusive

property of Owner; and

(e) During the Term hereof Owner shall conscientiously pursue

their songwriting and recording career and shall not materially

alter their professional status in effect as of the commencement of

BMPS/071095/SHS/JP/mm - 14 -

BMP 95-12.3


15/30

,.

this agreement. Without limitation of Publisher's other remedies

hereunder, any material change in such status shall allo~ Publisher

the right to terminate such Term.

{f) Owner is, and at all times during the Term shall be,

a

member in good standing of ASCAP and BMI pursuant to an affiliation

agreement dated July 14, 1992 for Kejuan Muchita (ASCAP) and May

31; 1991 for Albert Johnson (BMI}. In the event that Owner is not

affiliated with such society and/or such affiliation lapses during

the Term, Publisher shall have the right to register a one hundred

percent {100%} interest in the Compositions with such society in

Publisher's name, subject to the payment of royalties to Owner

hereunder.

7.2 Publisher represents and warrants to Owner:

(a) Publisher is, and will be during the term, active in the

United States and, through licensees or collection agents or

societies elsewhere in the Territory, in the business of music

publishing; and

(b) Publisher has the full right, power and authority to

enter into this agreement and to grant to Owner all of the rights

purported to be granted to Owner hereunder.

7.3 Owner represents, warrants, covenants and agrees that they

will write (musical compositions and scores) exclusively for

Publisher during the Term of this agreement.

7.4 (a) If any bona fide claim shall be lodged with Publisher or

any bona fide action commenced having as its basis a claim which,

if proved, would constitute a breach by Owner of any of Owner's

representations, warranties, or covenants contained herein,

Publisher, in addition

to

any other right or remedy otherwise

available, may withhold from any payments otherwise due to Owner

hereunder an amount equivalent to that claimed or sued for plus

reasonable costs and reasonable attorney's fees relating thereto.

Any amount so withheld shall be held y Publisher in an interest

bearing account for the benefit of Owner and shall be released to

Owner (after deduction of any amounts Publisher may retain under

subparagraph 7. 4 (b) below) when Publisher shall have received

reasonable assurances that the claim or action has been finally

settled or fully adjudicated and the judgment satisfied, or that

the statute of limitations on such claim has run,

or

when

reasonable and adequate security for the claim has been provided by

Owner to Publisher.

(b) Each party hereto ( for these purposes,

shall indemnify, defend and hold the other party


- 15 -

Indemnitor )

( Indemnitee

11

)

BMP 95-12.3


16/30

harmless against and in respect of any claims, losses, ·damages or

expenses (including, without limitation, reasonable attorneys' fees

and litigation costs), that Indemnitee may incur, which arise from

or relate to any alleged breach of, or failure by Indemnitor to

perform, any of Indemnitor's representations, warranties, or

promises in this agreement or in any schedule, certificate,

exhibit, or other instrument furnished or to be furnished by

Indemnitor under or in connection with this agreement. Indemnitee

shall notify Indemnitor of any claim presented to Indemnitee by a

third party. Indemnitor shall defend any third party claim, at its

sole expense, with counsel approved by Indemnitee, except that, at

Indemnitee's option, Indemnitee may defend the claim (at

Indemnitor's sole expense) and shall consult with Indemnitor about

choice of counsel and the conduct of the proceeding. No such claim

asserted by a third party may be settled by Indemnitee without

Indemnitor's prior written consent (such consent not to be

unreasonably withheld or delayed), so long as Indemnitor is

actively defending such claim in a manner consistent with industry

norms, unless Indemnitee shal~ agree not to seek indemnity from

Indemnitor for any settlement payment made by Indemnitee to the

claimant and further subject to the following. If Indemnitor does

not approve a settlement proposed by Indemnitee, Indemnitee may

nonetheless settle the matter unless, within twenty (20) business

days after notice to Indemnitor, Indemnitor furnishes to Indemnitee

a surety bond or letter of credit from a national surety company or

bank, in form and content satisfactory to Indemnitee, insuring

Indemnitee against the amount of the claim in addition to

reasonable attorney's fees and litigation costs expended in

connection with the claim and a reasonable estimate of such fees

and costs required to continue the defense.

7A. GROUP ARTIST

7A. l If any member of Owner ( leaving member ) ceases to perform as

a member of the group MOBB DEEP :

(a) (i) Owner will so notify Publisher promptly. If the

leaving member is replaced by a new member, Owner shall use its

best efforts to have each such new member substituted as a party to

this agreement in the place of the leaving member and Owner will

cause the new member to execute and deliver to Publisher such

instruments as Publisher, in its judgment, may require to

accomplish that substitution. Thereafter, Owner will have no

further obligation to furnish the songwriting services of the

leaving member under this agreement, but Owner (and the leaving

member individually) will continue to be bound by the other

provisions of this agreement, including, without limitation,

subparagraph 7A.l(b) below. Owner will not permit any musician to

perform in place of the leaving member in making recordings of


- 16 -

BMP 95-12.3


17/30

Owner, unless that musician has executed and delivered to Publisher

the substitution instruments referred to in the second sentence of

this section ?A.l(a) (i).

(ii) Publisher will have the right to terminate the term

of this agreement with respect to the remaining member(s) of Owner

by notice given to Owner at any time before the expiration of

ninety (90) days after Publisher's receipt of Owner's notice. In

the event of such termination, all of the members of Owner will be

deemed leaving members as of the date of such termination notice,

and subparagraph ?A.1 {b) will apply to all of them, collectively or

individually as Publisher elects.

b) Owner grants to Publisher an option to engage the

exclusive songwriting services of each leaving member (

11

Leaving

Member Option

11

) • The Leaving Member Option may be exercised by

Publisher by notice to Owner at any time before the expiration of

thirty (30) days after the date of: {i) Publisher's receipt of

Owner's notice under section ?A.1

a)

i) , or (ii) Publisher's

termination notice pursuant to section 7A.l(a) (ii), as the case may

be. If Publisher exercises that Option, the leaving member

concernetj will be deemed to have executed

a

new agreement with

Publisher containing the same provisions as this agreement except

as follows: (i) the term will commence on the date of Publisher's

exercise of such Leaving Member Option and may be extended by

Publisher, at its election exercisable in the manner provided in

subparagraph

3 .1 (b)

above, for the same number of additional

periods as the number of option periods, if any, remaining pursuant

to subparagraph 3.l(b) at the time of Publisher's exercise of the

Leaving Member Option (but at least two

2)

such additional periods

in any event); (ii) the Minimum Delivery Commitment for each

Contract Period of such term will be the same as that granted to

Publisher hereunder; ( iii) the advance for the first Contract

Period will be one-half (1/2) of the advance for the first Contract

Period of this agreement pursuant to Article 5 and advances for the

next Contract Periods after the first one will be one-half (1/2) of

the advances for the next Contract Periods of this agreement after

the first one; and (iv) a part of the amount of any unrecouped

advance balance hereunder, determined in proportion to the number

of members in the group before and after the departure of the

leaving member (i.e.

1

twenty percent (20 ) of that balance if there

are five (5) members and one of them leaves) will constitute an

advance recoupable from royalties payable under the new agreement

with the leaving member.

8.

MISCELLANEOUS

8 .1 (a) This agreement is personal to Owner and may not be

assigned or transferred in whole or

n

part by Owner

co

any third


- 17 -

BMP 95-12.3


18/30

.

party. Owner shall not sell, transfer, assign, or· otherwise

dispose of or encumber any of its interest under this.agreement,

its earnings therefrom, or its interests in the Compositions

without first offering the same in each instance to Publisher in

writing at the same price and. on the same terms as any such

contemplated sale, transfer, assignment, or encumbrance. If such

offer is accepted by Publisher within thirty

(30)

days after

receipt of a copy of the proposed third party offer, then the

transaction shall be concluded between Owner and Publisher. If

such offer is not accepted by Publisher within such time, Owner

shall be free to sell or assign the interest s) offered to

Publisher upon the same terms and conditions as offered to

Publisher to third parties within six 6) months thereafter. Should

such sale or assignment not be made within such time, the foregoing

first-offer-to-Publisher procedure shall again be applicable to

such sale or assignment as well as any new or different

contemplated sale, transfer, assignment, or encumbrance of the

offered interest.

b) Publisher may sell, assign or license the rights granted

to it hereunder in whole or in part.

8.2

Notices which either party desires or is required to give to

the other hereunder shall be in writing, sent postage prepaid,

certified or registered mail, return receipt requested, or by

telegraph, and shall be addressed as follows:

TO OWNER:

At the address set forth on the first page

hereof.

TO PUBLISHER: BMG Music

1540 Broadway

New York, New York 10036-4098.

Attn: Vice President

I

Legal and Business

Affairs Music Publishing),

with a copy to:

BMG Music Publishing

8370 Wilshire Boulevard

Beverly Hills, CA 90211

Attn: Senior Vice President/

General Manager

or to such other address es) as to which the noticing party shall

have theretofore received written notice. The date of mailing or

deposit with a telegraph company for transmission shall be the date

of the giving of notice.


- 18 - BMP 95-12.3


19/30

8.3 This agreement constitutes the parties entire understanding

and may not be modified except in writing signed by. the party

sought to be charged; shall be construed in accordance with the law

of the State of New York applicable to agreements entered into and

wholly to be performed therein; and, subject to the restrictions on

transfer contained above, shall bind and inure to the benefit of

the parties respective successors and assigns. Only the New York

Courts shall have jurisdiction over this agreement and any

controversies arising out of this agreement shall be brought by the

parties to the Supreme Court of the State of New York, County of

New York, or to the United States District Court for the Southern

District of New York, and they hereby grant sole and exclusive

jurisdiction to such court{s) and to any appellate courts having

jurisdiction over appeals from such court(s).

8.4

Each party shall execute and deliver to the other and to third

parties such other and further instruments and correspondence as

shall be reasonably required to effectuate the intents and purposes

hereof.

8. 5 Publisher shall file copyright applications in all maJor

jurisdictions permitted in accordance with its standard practices.

In addition, Publisher shall file all ASCAP and BMI clearance forms

in accordance with its standard practices. Publisher shall provide

copies of the foregoing to Owner promptly following Owner s written

request therefor.

8.6 The paragraph headings are for convenience only and are of no

legal force or effect.

8.7 In the event of litigation between Owner and Publisher hereon

the prevailing party shall be entitled to recover from the other

reasonable attorneys fees in addition to any and all other costs

and awards.

8.8 Publisher shall not be in default of any term, condition, or

provision of this agreement unless and until Owner shall give

written notice specifying such default in detail and such default,

if curable, shall not have been cured within thirty (30) days after

receipt of such notice. Such 30-day period shall be 15 business

days instead with respect to any default in the payment of money.

It is understood that the foregoing 15-day period shall only apply

to the failure to pay an advance or render an accounting statement;

it shall not apply to any claim concerning the calculation of any

advance or to any claim relating to the underpayment of royalties

or other audit-type claims.

8.9 Owner and Publisher hereby grant and agree to grant to each

other the benefits of all warranties and representations now


- 19 -

BMP 95-12.3


20/30

possessed and hereafter obtained under all agreements af·fecting the

Compositions.

8.10 Nothing contained herein shall be construed or

constituting a partnership, joint venture,

employer/employee relationship between the parties.

is intended to be a third party beneficiary hereof.

interpreted as

agency, or

No third party

8.11 If any clause, sentence, paragraph, part, or provision hereof

or the application thereof to any person or entity shall for any

reason be adjudged by a court of competent jurisdiction to be

invalid, such judgement shall not affect the remainder hereof which

shall continue in full force and effect and such judgement shall

affect only the clause, sentence, paragraph, part, provision,

person, or entity which is directly involved in or the subject

matter of such judgement.

8.12 Owner does hereby irrevocably constitute, authorize, empower,

and appoint Publisher (acting through any of its officers) Owner s

true and lawful attorney-in-fact (with full power of substitution

and delegation), in Owner s name, and in Owner s place and stead,

or in Publisher s name, to take and do such action, and to make,

sign, execute, acknowledge, and deliver any and all instruments or

documents, which Publisher from time to time may deem necessary to

vest in Publisher, or its designees, successors, assigns, and

licensees, all of the rights or interests granted by Owner

hereunder. Notwithstanding the foregoing, Publisher shall not


- 20 - BMP 95-12.3


21/30

execute any document on Owner s behalf unless owner ha~ failed to

execute same within ten ( 10) business days after :i;>ublisher

s

notice.

execution hereof.

Alb

rt

J

nson Date

K~~----Da-te ____ _

Social Security Number or

Federal Tax I.D. Number

s;rANLEV H. SCHNEIDE:R

VICE PRESIDEN-:' EGALAND

BUSINESSAFFAIRS,

MUSICPUBLISHING


- 21 -

Date

Date

BMP 95-12.3


22/30

ASSIGNMENTOF COPYRIGHTS

The undersigned ( Assignor ), for good and valuable consideration,

receipt of which is hereby acknowledged, hereby sells, conveys and

assigns to BMG SONGS/CAREERS-BMG MUSIC PUBLISHING, INC. its

successors and assigns, an undivided fifty percent

(50%)

interest

in the entire right, title and interest throughout the world and

universe which is derived

from

Assignor, in and to the musical

composition(s} listed on the attached Schedule A, including,

without limitation, the copyrights and any other rights relating to

the musical compositions, now known or which may here t ter be

recognized or come into existence, and any and all renewals and

extensions of such copyrights and other rights under applicable

laws, treaties, regulations and directives now or hereafter enacted

or

in effect.

IN WITNESS WHEREOF, Assignor has executed

day of , 1995.

an Muchita (p/k/a Havoc )

all of the above p/k/a Mobb Deep

ACKNOWLEDGEMENTS

ss

On --------------' 1995 before me personally came

Albert Johnson, known to me to be the individual described in and

who executed the foregoing instrument, and acknowledged to me that

he executed it.

Notary Public


- 22 -

BMP 95-12.3


23/30

ss

On -------------- 1995 before me personally came

Kejuan Muchita, known to me to be the individual described in and

who executed the foregoing instrument, and acknowledged to me that

he

executed it.

Notary Public


- 23 -

BMP 95-12.3


24/30

Title

SCHEDULEA

EXISTING COMPOSITIONS

Songwriter s)

and Share s)

Publisher s)

and Share s)


- 24 -

Copyright

Reg. No. Date

BMP 95-12.3


25/30

04l24/1996 11:50

19087257088

BAKER FRIEDMAN

BXISTIHG'COMPOSITIOHS

Titl :A

See Attached.

Scngwriter(s)

and ~harec,1

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

Publisher ( s)

1nd share cs>

- as -

Copyright

Reg~ No Date

PAGE 04


26/30

04i24/l996 11:50

19087257088

BAKER FRIEDMAN

PAGE 05

ASSIGNMENT r·coeYKIGHT

AND EXCLUSIVEADMINISTRATION IGHTS

IN CONSIDERATIONof the sum of One Dollar

(S1.0C)

and other

good and valuable conslderatlon, receipt of which is hereby

acknowledged, the undersigned does hereby sell, assign, transfer

and set over unto songs Of PolyGram International, Inc., its

successors and assigns, an undivided

fifty

percent

(SOI)

in and to

the

undersigned's percentages as indicated (*J of all right, title

and interest in the copyright of the musical.

composition[s}

entitled:

TITLE

WRITE.R. S J

§KARB

TIME TO CLOSE SHOP

Kejuan Huchita

251,

Albert .1ohnson

25.t*

Paul

Shabazz

25-t

Kerwin Young

25%

~ROJECT HALLWAYS

Kejuan

Muchita.

2St

Albert Johnson

25%*

Paul

Shabazz

25%

Kerwin Young

25%

BITCH ASS NIGQ.C..

Kejuan

Muchita

25%

Albert Johnson

251*

Paul Shabazz

25%

Kerwin Young

25%

LOCKED N

SPOFFOaD

Ke;uan Muchita

25%

Albert jchnson

25%*

Paul

Shabazz

25%

Kerwin Young

25%

HIT IT raoM THE BACK

Xejuan

Muehl ta

50%

Albert

Johnson

SO.\•

KOPPHEI.L

l


27/30

11:50

19087257088

BAKER FRIEDMAN

PAGE 06

and all of the right, tttle and interest o the unde:signed. vested

and contingent,

therein

and

there~o,

subject to

the

terms,

conditions,

restrictions

and limitations o an agreement dated the

9th day of

October,

199l~ between

Island aecords,

Inc. and Kejuan

Huc:hi ta pka. Havoc and

Albert

Johnson pk.a P.::oc:Hgy, c:ol l ec:-t vel

y

pka

"Mobb Deep."

The rights

("Administrator")

followlng:

of songs Of

shall include

PclyG=~

bu : r:.-::>t

International, Inc:.

be limited to the

(1) The right to secure copyright :egistration and renewal

copyrigh~

registration

with respect thereto in the.name of both

parties under any law now in effect

or

he=einafter enacted;

(ii) A.11 rights of

control.

publication, printing,

· performance, mechanical or other re;rod:.:ction, synchroni~ation,

merchandising, sale, exploitation,

:ev1ston, arrangement,

adaptation, dramatization, creation of de~ivative works,

translation, use and disposition, now or ~ereafter known;

{iii) The ri;ht to use the na~e, phc:o~~aph, likeness and/or

biographical material of the Writer(i) o: the Composition for the

puiposes of trade or otherwise in connect on wit~ the Composition;

(iv) All rights to license,

assi;n.a~d

enter into agreements

to or with any person or entity, inclu:in; but not limited to

affiliates of Administrator, with re1pec: to all or part of the

rights contained in this Paragraph; a~d

(v)

All rights

to

collect any

and a:l

monies accruinQ

and/or

earned therefrom other than the writer• s s:-.a.re of perforiilance f~es.

Administrator may exercise any other =i ghts it deems necessary

or desirable in connection with the adm ~istration, exploitation

or protection of the composition.

IN WITN£S5 WHEREOF,

the undersiqned has

he~eunto 5et his/its

hand and seal this lSth day of March, l9SJ.


28/30


29/30


30/30

mobb deep copublishing -w- bmg

Documents