JS 44C/SDNY

REV. 4/2014

CIVIL COVER SHEET /

i $jygj$(er sheet and the information contained heraiiBaeit|tepfeplace noTisup$lement,Sie>filiiiO/apd

JUDfa
pleadings or otherpapersas required bylaw, exceptas provided bylocal rules ofcourt. This form, approved bftjteiV
Judicial Conference of the UnitedStates in September 1974, isrequiredfor use of the Clerk of Court for the purpose of

<d15

initiating the civil docket sheet.

PLAINTIFFS

DEFENDANTS

MFMnG Productions, LLC

Young Money Entertainment, LLC

Cash Money Records, Inc.

ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER

The Law Office of Lloyd Z. Remick
One Liberty Place, 1650 Market Street, 56th Floor
Philadelphia, PA 19103

ATTORNEYS (IF KNOWN)

Young Money Entertainment, LLC
c/o Law Offices of Ronald E. Sweeney

(215)575-3820

NfiwYork NY 10025

Cash Money Records, Inc.

c/o Edward R. Grauer, Esq.
1755 Broadway, 2nd Floor

222 Riverside Drive, PH5A

New York. NY 10019

CAUSE OF ACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE A BRIEF STATEMENT OFCAUSE)
(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)

Pursuant to 28 U.S.C. 1332(a), this is a civil action seeking damages for a material breach of contract.

Has this action, case, or proceeding, or one essentially the same been previously filed in SDNY atany time? NcEVesQludge Previously Assigned
If yes, was this case Vol. | | Invol. |~| Dismissed. NoQ Yes [~j If yes, give date
IS THISAN INTERNATIONAL ARBITRATION CASE?

No 0

Yes
NATURE OF SUIT

(PLACE AN [x] INONEBOXONLY)

TORTS

CONTRACT

&Case No.

ACTIONS UNDER STATUTES

PERSONAL INJURY

PERSONAL INJURY

FORFEITURE/PENALTY

BANKRUPTCY

OTHER STATUTES

[ ] 625 DRUG RELATED

[ ] 422 APPEAL

( ] 400STATE

[ ] 367 HEALTHCARE/
[
[
[
[

]110
]120
]130
]140

[ ]150

[ ] 151
[ 1152

[ ] 310 AIRPLANE
[ ] 315 AIRPLANE PRODUCT

INSURANCE
MARINE

MILLER ACT
NEGOTIABLE
INSTRUMENT
RECOVERY OF
OVERPAYMENT &
ENFORCEMENT
OF JUDGMENT
MEDICARE ACT
RECOVERY OF
DEFAULTED

STUDENT LOANS

LIABILITY

[ ] 320 ASSAULT, LIBELS

SLANDER

[ ] 330 FEDERAL
EMPLOYERS'

[ 1160
M190
[ ]195

RECOVERY OF
OVERPAYMENT
OF VETERAN'S
BENEFITS
STOCKHOLDERS
SUITS
OTHER
CONTRACT

CONTRACT
PRODUCT

LIABILITY

[ ] 350 MOTOR VEHICLE

[ ] 355 MOTOR VEHICLE

REAL PROPERTY

t 1210

[ ]240
[ ]245

[ ] 362 PERSONAL INJURY MED MALPRACTICE

[ ] 368 ASBESTOS PERSONAL

SEIZURE OF PROPERTY
21 USC 881

[ ] 423 WITHDRAWAL
28 USC 157

I ] 690 OTHER

INJURY PRODUCT
LIABILITY

PROPERTY RIGHTS

[ ] 820 COPYRIGHTS
[ ] 830 PATENT

PERSONAL PROPERTY

REAPPORTIONMENT

[
[
[
[
[

J 410
] 430
] 450
] 460
] 470

ENCED & CORRUPT

ORGANIZATION ACT

[ ] 370 OTHER FRAUD

[ ] 371 TRUTH IN LENDING

I 1 840 TRADEMARK

SOCIAL SECURITY

[ ] 850 SECURITIES/

[ ] 380 OTHER PERSONAL

[
[
[
[
[

PROPERTY DAMAGE

[ ] 385 PROPERTY DAMAGE

[ ] 710 FAIR LABOR

STANDARDS ACT

[ ] 720 LABOR/MGMT
PRISONER PETITIONS

[ ] 463 ALIEN DETAINEE

[ ] 510 MOTIONS TO
ACTIONS UNDER STATUTES

VACATE SENTENCE
28 USC 2255

CIVIL RIGHTS

[ ]440 OTHER CIVIL RIGHTS

(Non-Prisoner)

LAND

FORECLOSURE
RENT LEASE &
EJECTMENT
TORTS TO LAND
TORT PRODUCT
ALL OTHER
REAL PROPERTY

[ ] 441 VOTING
[ ] 442 EMPLOYMENT
[ ] 443 HOUSING/
ACCOMMODATIONS

[ ] 445 AMERICANS WITH

DISABILITIES EMPLOYMENT

ANTITRUST
BANKS & BANKING
COMMERCE
DEPORTATION
RACKETEER INFLU

(RICO)
[ ] 480 CONSUMER CREDIT
[ ]490 CABLE/SATELLITE TV

PRODUCT LIABILITY

LIABILITY

[ ]290

PRODUCT LIABILITY

PRODUCT LIABILITY
INJURY

CONDEMNATION

[ ]220
[ ]230

[ ] 365 PERSONAL INJURY

I 1 375 FALSE CLAIMS

28 USC 158

[ ] 360 OTHER PERSONAL

LIABILITY

[ ] 196 FRANCHISE

INJURY/PRODUCT LIABILITY

LIABILITY

[ ] 340 MARINE
[ ] 345 MARINE PRODUCT

(EXCL VETERANS)
[ ]153

PHARMACEUTICAL PERSONAL

[ ] 530 HABEAS CORPUS

[ ] 535 DEATH PENALTY
[ ] 540 MANDAMUS & OTHER

HIA(1395ff)
BLACK LUNG (923)
DIWC/DIWW (405(g))
SSID TITLE XVI
RSI (405(g))

COMMODITIES/
EXCHANGE

] 890 OTHER STATUTORY

RELATIONS

ACTIONS

[ ] 740 RAILWAYLABOR ACT

[ ] 751 FAMILY MEDICAL
LEAVE ACT (FMLA)
[ ] 790 OTHER LABOR
LITIGATION

[ ] 791 EMPL RET INC

SECURITY ACT
IMMIGRATION

PRISONER CIVIL RIGHTS

[ ] 462 NATURALIZATION
[ ] 550 CIVIL RIGHTS
[ ] 555 PRISON CONDITION
[ ] 560 CIVIL DETAINEE

]861
] 862
] 863
] 864
] 865

APPLICATION

[ ] 465 OTHER IMMIGRATION

] 891 AGRICULTURAL ACTS

FEDERAL TAX SUITS

[ ] 870 TAXES (U.S. Plaintiff or

Defendant)
[ ] 871 IRS-THIRD PARTY

[ ] 893 ENVIRONMENTAL
MATTERS

[ ] 895 FREEDOM OF
INFORMATION ACT

26 USC 7609

[ ] 896 ARBITRATION
[ ] 899 ADMINISTRATIVE
PROCEDURE ACT/REVIEW OR
APPEAL OF AGENCY DECISION

[ J 950 CONSTITUTIONALITY OF
STATE STATUTES

ACTIONS

CONDITIONS OF CONFINEMENT

[ ]446 AMERICANS WITH

DISABILITIES -OTHER

[ ] 448 EDUCATION

Checkifdemanded in complaint:

CHECK IF THIS IS ACLASS ACTION

UNDER F.R.C.P. 23

DEMAND

OTHER

D.0 YOU CLAJM THIS CASE IS RELATED TOA CIVIL CASE NOW PENDING IN S.D.N.Y.?
JUDGE

DOCKET NUMBER

Check YES onlyifdemanded incomplaint

JURY DEMAND: S YES LNO

NOTE: You must also submit at the time of filing the Statement of Relatedness form (Form IH-32).

(PLACEAN x INONEBOXONLY)

[X] 1 Original

Proceeding

ORIGIN

LJ 2 Removed from
state Court

| | 3. all parties represented

I' 3 Remanded LZZI 4 Reinstated or

from

fj 5 Transferred from 6 Multidistrict

Reopened

(Specify District)

Litigation

7 Appeal to District
Judge from

Magistrate Judge
Judgment

Appellate
Court

I I b. Atleast one
party is pro se.

(PLACEAN x INONEBOXONLY)

1 U.S. PLAINTIFF

BAS|S QF JURISDICTION

2 U.S. DEFENDANT 3 FEDERAL QUESTION

IFDIVERSITY, INDICATE

\x\4 DIVERSITY

CITIZENSHIP BELOW.

(U.S. NOT A PARTY)

CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)

(Place an [X] in one box for Plaintiff and one box for Defendant)
PTF

DEF

CITIZENOF THIS STATE

[ ]1

[ ]1

CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY

[ ]3[]3

CITIZEN OF ANOTHER STATE

[ ]2

[ ]2

INCORPORATED or PRINCIPAL PLACE

[ ] 4 [ 4

PTF DEF

INCORPORATED and PRINCIPAL PLACE

PTF

DEF

[x] 5

[ ]5

[]6

[ ]6

OF BUSINESS IN ANOTHER STATE

FOREIGN NATION

OF BUSINESS IN THIS STATE

PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)

MFMnG Productions, LLC

11703 Branch Mooring Drive

Tampa, FL 33635
Hillsborough County
DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)

Young Money Entertainment, LLC

c/o Law Offices of Ronald E. Sweeney
222 Riverside Drive, PH5A
New York, NY 10025

New York County

Cash Money Records, Inc.

c/o Edward R. Grauer, Esq.
1755 Broadway, 2nd Floor
New York, NY 10019

New York County

DEFENDANT(S) ADDRESS UNKNOWN

REPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN
RE9I0ENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:

Check one:

THIS ACTION SHOULD BE ASSIGNED TO:

fj WHITE PLAINS

MANHATTAN

(DO NOT check either box if this a PRISONER PETITION/PRISONER CIVIL RIGHTS
COMPLAINT.)

DATE 04/09/2Q1>? S1GNATURftT)F^TTORNEY OF RECORD

ADMITTED TO PRACTICE IN THIS DISTRICT

[ ] NO

M YES (DATE ADMITTED Mo.J

RECEIPT*

Attorney Bar Code # K02688

Magistrate Judge is to be designated by the Clerk of the Cou

Magistrate Judge

Ruby J. Krajick, Clerk of Court by

*5

Deputy Clerk, DATED.

UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)

is so Designated.

Yr. 2014

w*

1$@0&

,*>.

UNITED STATES DISTRICT COURT

^w

,-r~-

'O ^

--v.

^:

SOUTHERN DISTRICT OF NEW YORK

MFMNG PRODUCTIONS, LLC

Civil Action No.

Plaintiff
COMPLAINT FOR
BREACH OF CONTRACT

vs.

YOUNG MONEY ENTERTAINMENT, LLC,

and

CASH MONEY RECORDS, INC.,

Defendants

DEMAND FOR TRIAL

BY JURY

NATURE OF ACTION

1.

This is a civil action seeking damages for breach of written agreements,

unjust enrichment, declaratory relief and an accounting stemming from, inter alia,
Defendants' breach of written agreements relating to the inclusion of sampled sound
recordings in new musical sound recordings distributed by Defendants for Defendants'
benefit, and Plaintiff having the right to receive payments from Defendants relative to the
inclusion of such sampled sound recordings and such distribution for Defendants' benefit.

2.

Plaintiff is owed substantial sums of money from Defendants Young

Money Entertainment, LLC ("Young Money") and Cash Money Records, Inc. ("Cash
Money") in connection with the aforementioned written agreements.
PARTIES

3.

Plaintiff, MFMnG Productions, LLC, is a limited liability company

organized and existing under the laws of the State of Florida, with its principal place of
business in Tampa, Florida.

4.

Upon information and belief, Defendant Young Money is an American

record company and in ajoint venture with Defendant Cash Money. Defendant Young
Money is organized under the laws ofthe State of Louisiana, with a principal place of
business in the City, County and State of New York. During time periods relevant

hereto, Defendant Young Money, regularly conducted its business activities in the City,
County and State of New York, and maintained and continues to maintain offices at 222
Riverside Drive, PH5A, New York, NY.

5.

Upon information and belief, Defendant Cash Money is an American

record company that is incorporated under the laws of the State of Louisiana, with a

principal place of business in the City, County and State of New York. During time
periods relevant hereto, Defendant Cash Money, regularly conducted its business
activities in the City, County and State of New York, and maintained and continues to

maintain offices at 1755 Broadway, 2nd Floor, New York, New York.
JURISDICTION AND VENUE

6.

This Court has subject matter jurisdiction over this action pursuant to 28

U.S.C. 1332(a), as the amount in controversy is in excess of $75,000.00, exclusive of

interests and costs, and there is complete diversity of citizenship between the Plaintiff and
all of the Defendants.

7.

Venue isproper inthis Judicial District pursuant to 28 U.S.C. 1391(a)(2)-

(d) because a substantial part of the events giving rise to the claim occurred in the District

and the corporate Defendants regularly conduct business in the State, County and City of
New York.

FACTUAL BACKGROUND

8.

On October 20, 2011, DMG Clearances, Inc., a music clearance and

licensing company, on behalf of Defendants, entered into written sample clearance

agreements with recording artist Cedric Hill (the "Sample Agreements") whereby Mr.
Hill agreed to license his interests in recordings that he owned entitled "Swanging and
Banging" and "Sailing Da South" (collectively, the "Sampled Recordings") for inclusion
in the new sound recordings entitled "Over My Dead Body" and "H.Y.F.R. (Hell Yeah

Fucking Right)" (collectively, the "New Recordings") that were originally recorded and
performed by the recording artist Aubrey Drake Graham professionally known as
"Drake" ("Artist"). Copies of the Sample Agreements are attached hereto as Exhibit A.
Artist is signed to a recording agreement with Defendants whereby Defendants own the
master sound recordings that Artist records, and are thereby responsible for paying
royalties when such soundrecordings are exploited.

9.

The Sampled Recordings licensed by Mr. Hill were used directly or

indirectly by the Defendants and their affiliates in the creation of the New Recordings,
which were thereafter exploited and sold by Defendants when in November 2011,

Defendants Young Money and Cash Money, Republic Records a/k/a Universal Republic,
and Universal Records a division of UMG Recordings, Inc. commercially released

Artist's "Take Care" album (the "Album"); embodying the New Recordings containing
samples of the Sampled Recordings.
10.

Under the terms of the Sample Agreements, Defendant Cash Money

agreed to pay Mr. Hill specified royalties resulting from the use of the Sampled
Recordings in the New Recordings and Album.

11.

Specifically, pursuant to the Sample Agreements, Defendant Cash Money

expressly agreed to remunerate Mr. Hill with a two and a half percent (2.5%) royalty
"price per dealers" (pro-rated by the number of tracks on a particular configuration) on
exploitations of the New Recordings in physical products, digital downloads and

ringtones in all media or configurations now known or hereinafter devised, which applies
on both audio and audio visual uses ofthe New Recordings (the "First Royalty"), as well
as a ten percent (10%) royalty on Artist's net receipts relative to the exploitation of the

New Recordings in ringbacks, streaming, third-party licensing and any other flat fee

income directly attributable to the exploitation of the New Recordings in all media or
configurations now known or hereafter devised, which applies to both audio and audio

visual uses ofthe New Recordings (the "Second Royalty"). See Exhibit Aat Paragraphs
3 and 4.

12.

On June 25, 2013, Plaintiff entered into an Assignment Agreement with

Mr. Hill (the "Assignment Agreement") whereby Mr. Hill irrevocably and perpetually
assigned to Plaintiff the entire right, title and interest in and to the First Royalty, the
Second Royalty and all rights that Mr. Hill received under the terms of the Sample
Agreements throughout the universe (the "Territory"). A copy of the Assignment
Agreement is attached hereto as Exhibit B.

13.

Pursuant to the Assignment Agreement, Mr. Hill granted to Plaintiff the

sole and exclusive right, throughout the Territory, to collect all monies earned with

respect to the First Royalty and Second Royalty, and all monies that Mr. Hill is eligible to
receive and earn under theterms of the Sample Agreements.

14.

Upon information and belief, Defendants have sold over 2,500,000 total

copies of the Album and individual downloads of the New Recordings on iTunes - all of
which contain samples of the Sampled Recordings - and have received millions of
dollars in gross income in connection with such sales.

15.

After months of requesting information from counsel for Defendants as to

when the payments due and owed to Plaintiff under the terms of the Sample Agreements

would be paid, and such requests going unanswered, on October 31, 2013, counsel for
Plaintiff sent the Cure Notice, attached hereto as Exhibit C, to counsel for Defendant

Cash Money. Defendant Cash Money failed to respond to such notice.

16.

As a result of failing to respond to the Cure Notice, Defendant Cash

Money was in material breach of the Sample Agreements under the terms of the same.
Counsel for Plaintiff sent counsel for Defendant Cash Money confirmation of the
material breach on November 13, 2013 (the "Confirmation of Material Breach," Exhibit
D hereto).
17.

Defendants have both failed and/or refused and continue to fail and/or

refuse, despite numerous requests, to pay Plaintiff the amounts owed to Plaintiff as a
result of the Sample Agreements and Assignment Agreement, and, instead, have retained
a vast bulk of all profits from exploiting the Album and New Recordings for Defendants'
own account.

18.

In fact, on October 8, 2014, Defendant Cash Money informed Plaintiffs

counsel that Defendants owed Plaintiff $117,364.72 in royalties via electronic mail which
is attached hereto as Exhibit E (the "Email Statement"). According thereto, Defendants
owed Plaintiff $117,364.72, but did not send Plaintiff its payment in connection with the

Email Statement.

19.

All conditions precedent to the bringing of this action have occurred, been

waived, or been performed.

20.

Plaintiff has retained the services of the undersigned law firm and has

agreed to pay said law firm a reasonable fee and all expenses incurred in regard to this
lawsuit.

FIRST CAUSE OF ACTION

(As Against All Defendants: Material Breach of Contract)

21.

Plaintiff re-alleges and incorporates by reference paragraphs 1 through 20

of this Complaint.

22.

All agreements referenced herein are valid and binding on the parties.

23.

Defendants' pervasive and continued failure to pay compensation owed

under the explicit terms of the Sample Agreements constitutes material breaches of the
same.

24.

This failure has resulted in Defendants breaching numerous provisions of

the Sample Agreements.

25.

As a direct and proximate result of Defendant's numerous breaches of the

Sample Agreements, Plaintiff has suffered significant and extensive damages and
financial injury; and will continue to do so.

26.

Plaintiff therefore seeks a declaration that Defendants must pay all sums

due and owed under the Sample Agreements, and that Plaintiff is entitled to the payment

of those amounts and all future amounts that may become due pursuant to the Sample
Agreements.

SECOND CAUSE OF ACTION

(As Against All Defendants: Unjust Enrichment)

{In the Alternative)

27.

Plaintiff re-alleges and incorporates by reference paragraphs 1 through 26

of this Complaint.

28.

Defendants have directly and substantially benefited from samples of the

Sampled Recordings being incorporated into the New Recordings, and have failed to pay
royalties under the Sample Agreements for the same.

29.

Given Defendants' failure to make payments for the outstanding monies

due to Plaintiff, Defendants would be unjustly enriched to Plaintiffs detriment unless

judgment is entered against them for the full balance of monies due to Plaintiff.

30.

As set forth above, Defendants have been unjustly enriched to Plaintiffs

detriment.

31.

Plaintiff has suffered damages as a consequence of Defendants' breaches

in an amount to be proven at trial.

32.

In view of the foregoing, Plaintiff is entitled to judgment against

Defendants for unjust enrichment in an amount to be determined at trial, plus court costs
and prejudgment interest.
THIRD CAUSE OF ACTION

(As Against AH Defendants: Accounting)

33.

Plaintiff re-alleges and incorporates by reference paragraphs 1 through 32

of this Complaint.

34.

After licensing the Sampled Recordings for incorporation into the New

Recordings, which are embodied by Defendant Young Money in the Album pursuant to

certain agreements between Defendant Cash Money and Defendant Young Money,

Defendants, despite demand, and despite the clear contractual language requiring them to
do so, have failed to provide Plaintiff with an accounting of royalties to date.
35.

Pursuant to the Sample Agreements, Defendants are required to provide

royalty statements and other accountings for the use of the Sampled Recordings.
36.

Upon information and belief, Defendants have received, and continue to

receive, profits from the sale of and contracts related to the Album and New Recordings.
37.

Accordingly, Plaintiff seeks a declaration that Defendants provide Plaintiff

with a full accounting for all sales of the New Recordings and Album to date.
PRAYER FOR RELIEF

WHEREFORE, Plaintiff, MFMnG Productions, LLC demands judgment in its

favor and as against Defendants Young Money Entertainment, LLC and Cash Money
Records, Inc., jointly and severally, as follows:

(1)

A declaration that, pursuant to Defendants' obligations under the Sample

Agreements, Defendants must compensate Plaintiff for all sums currently due and owed
relative to the exploitation of the New Recordings and Album, and that Plaintiff is
entitled to the payment of all future amounts that may become due when such sums
become due, and an order giving effect to that declaration;

(2)

Further, an award of compensatory, consequential and/or equitable

damages, and any other damages to be proven at trial, for Defendants' pervasive and

material breaches of the Sample Agreements and frustration of the parties' bargain;
(3)

For a full and updated accounting;

(4)

An award of prejudgment interest at the statutory rate; and

(5)
Any other and further relief that the Court deems just and proper,
including attorney's fees and costs of this action.

JURY DEMAND

Plaintiff hereby demands a trial by jury for all issues so triable as a matter of
right.

Dated: April 9, 2015

Respectfully submitted,
THE LAW OFFICE QRUL0YD Z. REMICK

By: XJ (WwP/juJAOj
(Any. I.D. NdTK02688)
One Liberty Place

1650 Market Street, 56th Floor

Philadelphia, PA 19103
Tel: (215) 575-3820
Fax:(215)575-3801
koneill@braverlaw.com
Attorneysfor Plaintiff
To:

Young Money Entertainment, LLC

c/o Law Offices of Ronald E. Sweeney
222 Riverside Drive, PH5A
New York, NY 10025

Cash Money Records, Inc.

c/o Edward R. Grauer, Esq.
1755 Broadway, 2nd Floor
New York, NY 10019

EXHIBIT A

Sample Agreements

10

It is acknowledged that royalties Khali Only be payable for uses of the N&w Recording that

actually ^corporate the Sampled Sound Kccoidtojg mid that ho rights hav been granted
to license stonpte* of the New Recording.that contain s&hlplc* of the .Sampled Sound
Kcc0$m&

Itis my understanding that Licensor warrants und represents that they are authorize^
empowered, and able to eater into end fully perfomi its obligation? under these tciras. If
this Is to your understanding plea.se sign below n.d fax back to me at (302) 239-5875.
Best regards,

Deborah Manrtk-Oardnet

Agreed and approved{

IiU^it.

Dalodagof:

IQ-l^l-l)

4-

ding

Jw

Music Cltftioncei Tor Flirt. TvteWitmt. Samptat aid>WTechnology

DMGGlc*mne.lnc,

Octoner20f20U
ta RWn Otivo

H0CKsM,D tW7

CedricHill

E and B Dream
302.239 6873 fax

vtWidfnatkifuKttxam

fie: Drake"Over Myftsad Body" cotrtatos samples from "Sailm*

Da South*7 as performed by DJ Sfaew (SFLEntertainment)

DfeftrCedric,

Iahi writing to confirm your.quote whereby SR Entertainment (''Licensor'') has agreed

to license theaforementioftcd Sampled Sound Recording "Sailm' Da South" as
performed by DJ Screw (the 'Sampled Sound Recording") for inclusion in(he New
Recording tentatively entitled '-OverMy DeadBody" (die"New Recording") as
performed by Drake ("Artist").

For the right toincorporate element* ofthe Sampled Souud Recording into die New
Recording, Licensor has agreed toa quote oonsistbig ofanadvance fee ofTwo-Thousand
Frye-ftundred ($2,500) reoqupable against a royalty ofwo and a half (2,5%) percent, It

fe my understanding that die grants ofrights provided for by Licensor hereunder shall be
granted throughout the World inperpetuity, and shall include without limitation the
following rights;

1. Uses in allaudio configwations now known orhereinafterdevised

(including' but not limited to, physical configurations (i.o. CD's), digital downloads,
.streaming, .ringbacks and ring tones); and

2. All audio-visual configurations now known orhereinafter devised (including but not
limited to a music video and gratis promotional uses thereof, aswell as permanent digital
downloads and streaming); and

3. Any other third partylicensing requests to which Artist has consented (including but
not limited to, master use synchronization licenses).

For the avoidance ofdoubt, the royalty rate of2.59b ofPPD (pro-rated by the number of

tracks on >i particular configuration) shall apply to che exploitation of tbe New Recording

in physical products, digital downloads androigtortes in all media or configurations now

known orhereinafter devised. This royalty rate snail apply to both audio and audio-visual
uses.

The royally rate of 10% of artist net-receipts shall apply to the exploitation oftbe New
Recording in ringbacks. streaming, third-party licenses and any other flat fee income

directly attributable to the exploitation ofthe New Recording, in all media or

configurations now known or hereinafter devised. This royalty rate shall apply to both
audio and audio-visual use*,

It is acknowledgedthat royalties shall only bepayable for uses of the Now Recording that

actually incorporate the Sampled Sound Recording and that no tights have been granted
to tfcense-samples ofthe New Recording that contain samples ofth* Sampled Sound

Recording,

It is my understanding that Licensor warrants and represents that they are authorized,

empowered, and able to titter into and ftdly perform its obligations wide* these ternis. IF

this is to yourunderstanding, please sign below and fax back to me at (302) 239-6875,

Best regards,

Deborah Mannis-Gardner

^t.L*m>~*f\ M , Dated as of: JpM/ti

Agreedand approved

EXHIBIT B

AssignmentAgreement

11

ASSIGNMENT AGREEMENT

This Assignment Agreement ("Agreement") is made and entered into as of this 25th day

of June 2013 by and between MFMnG Productions, LLC ("MFMNG") located at c/o
Christopher J. Cabott, Esq., One Liberty Place, 1650 Market St, 56m Floor, Philadelphia PA
19103 and Cedric D. Hill ("you" or "your") located at 10707 Sorsby Lane, Houston, TX 77047.
RECITALS

A. According to those certain agreements (the "Sample Agreements") attached

hereto and made apart herewith as Schedule 1that you signed on October 27, 2011 relative to
the use of samples of the sound recordings that you represent to MFMNG hereunder that you
own titled "Swanging and Banging" and "Sailing Da South" (collectively the "Sampled
Recordings") in the sound recordings titled "Over My Dead Body" and "H.Y.F.R. (Hell Yeah
Fucking Right)" (collectively the "New Recordings") respectively that were originally recorded
and performed by the recording artist professionally known as "Drake" and released
commercially through Young Money Entertainment, LLC, Cash Money Records, Inc., Republic
Records a/k/a Universal Republic, and Universal Records a division ofUMG Recordings, Inc.,

you have atwo and ahalf percent (2.5%) royalty price per dealers (pro-rated by the number of
tracks on a particular configuration) on exploitations of the New Recordings in physical
products, digital downloads and ringtones in all media or configurations now known or
hereinafter devised, which applies on both audio and audio visual uses ofthe New Recordings

(the "First Royalty"), as well as aten percent (10%) royalty on Artist's net-receipts relative to
the exploitation ofthe New Recordings in ringbacks, streaming, third-party licensing and any
other flat fee income directly attributable to the exploitation ofthe New Recordings in all media
or configurations now known or hereafter devised, which applies to both audio and audio-visual
uses of theNew Recordings (the"Second Royally").

B.
Subject to the terms set forth below, you hereby irrevocably and perpetually
assign to MFMNG your entire right, tide and interest in and to the First Royalty, the Second
Royalty and all rights that you received under the terms ofthe Sample Agreements.

Now, inconsideration ofthe mutual promises set form below, and intending to be legally
bound hereby, MFMNG and youhereby agree asfollows:
1.

GRANT OF RIGHTS

1.01

Assignment. You hereby irrevocably and perpetually assign to MFMNG your

entire right, title and interest in and to the First Royalty, the Second Royalty and all rights that
you received .under the terms of the Sample Agreements throughout the universe (the
"Territory"). You shall execute and deliver to MFMNG all mstruments oftransfer and other
documents regarding such right, title and interest as MFMNG may reasonably request to carry

out the purposes ofthis Agreement, (including, without limitation, die Exhibits, Schedules and

Acknowledgements attached hereto), and MFMNG may sign such documents hi your name.
Notwithstanding the foregoing, but subject to the next two sentences, MFMNG shall give you

five (5) calendar days' written notice before signing any document in your name. MFMNG may
1

Cs*

dispense with that waiting period when necessaiy, in MFMNG's reasonable judgment to protect
or enforce MFMNG's rights. MFMNG shall use reasonable efforts to provide you ^e of
any such documents that MFMNG signs in your name pursuant to this article but-MF*dNOs
failure to do so shall not constitute abreach hereof. You hereby grant to MFMNG the sole and
exclusive right, throughout the Territory, to collect all monies earned with respect to the First
Royalty and Second Royalty, and all monies that you are eligible to earn under the terms of the
Sample Agreements.

102 Pnwer ofAttorney. You hereby irrevocably authorize, empower, and appoint
MFMNG as your true and lawful attorney, for all purposes related to the Sample Agreements,
the First Royalty, the Second Royalty, the collection of both, and all items related to the rights
granted hereunder for your and MFMNG's benefit, initiating and compromising any claim or
action with respect to the Sample Agreements, the rights that you received thereunder, the First
Royalty and the Second Royalty, including, without limitation, any claim or action against
infringers of MFMNG's or your rights in the Sample Recordings, the New Recordings, the
Sample Agreements and/or this Agreement, and executing in your name any and all documents
and/or instruments necessary or desirable to accomplish the foregoing, to evidence MbMNGs

ownership of the rights that you are granting to MFMNG hereunder, and/or to effectuate
MFMNG's rights hereunder. You further irrevocably and perpetually authorize, empower, and
appoint MFMNG as your true and lawful attorney to sign any agreements or other documents
necessary for MFMNG to recoup the Advance (as defined in Article 2.01 below) from any and
all third parties that owe you money. Notwithstanding the foregoing, but subject to the next two
sentences, MFMNG shall give you five (5) calendar days' notice to sign any such document
before signing any document in your name. MFMNG may dispense with that waiting period
when necessary, in MFMNG's sole discretion, to protect or enforce MFMNG's rights. MFMNG
shall not be required to notify you before signing documents that convey any of the rights
granted in this Agreement. The power of others granted herein is coupled with an interest and is
irrevocable.

1.03 Name and Likeness. MFMNG shall have the right and may grant to others the

right to reproduce, print, publish, or disseminate in any mediiun your legal or professional
name(s), pre-approved portrait, pre-approved picture and pre-approved likeness (including,
without limitation, all professional, group, and other assumed or fictitious names that you use),
and biographical material concerning you, as news or information, for purposes of trade, or for

advertising and marketing purposes solely in connection with the exploitation of the rights
granted to MFMNG hereunder.
2.

CONSIDERATION

2.01 MFMNG shall pay you seventy-five percent (75%) of all Net Income that
MFMNG receives from and collects relative to the First Royalty and the Second Royalty. Any

direct payments to you with respect to the First Royalty and/or the Second Royalty shall be
immediately reported and turned over to MFMNG for accounting. MFMNG shall pay you an
advance of seven thousand five dollars ($7,500, the "Advance"), which shall be recoupable
against the amounts payable to you hereunder, unless otiierwise provided herein. The Advance
shall be payable upon all parties' execution ofthis Agreement.

a-

2.02 In the event that you request that the Advance or any amounts owed to you
hereunder be wired to a business manager or other representative, you hereby agree that

MFMNG doing so shall be as an accommodation to you alone, and that such business manager

or other representative is not a beneficiary hereunder. You further represent, warrant and agree

that MFMNG shall have no liability to you hereunder if MFMNG wires the Advance or any
amounts owed to you hereunder to a business manager or other representative at your request.

You hereby agree to indemnify and hold MFMNG harmless from and against any and all

damages, losses and/or expenses (including attorneys' fees and Utigation expenses) that
MFMNG incurs or is exposed to as a direct orindirect result ofany potential or actual claims,
actions or suits asserted against MFMNG by a business manager or other representative in
connection with the wiring ofthe Advance toeither ofthem pursuant to your instruction.
3.

ACCOUNTINGS

3.01 MFMNG shall compute all amounts due and owed to you hereunder as of each
June 30* and December 31st for theprior six (6) months, in respect ofeach such six (6) month

period. MFMNG reserves the right to alter such accounting periods, without notice (but
MFMNG shall attempt to use reasonable efforts to notify you in the event of such alteration,

provided that inadvertent failure to notify yon shall not constitute a breach hereof), but in no
event shall MFMNG account less frequently than every six(6) months. On the next September
3001 or March 31s1 (or, if MFMNG alters the accounting periods, on the date ninety (90) days
following the end ofthe period concerned), MFMNG shall send you a statement covering those
amounts and shall pay you any amounts that are due after deducting the Advance. MFMNG

shall not be required to send you aroyalty payment for any period inwhich the amounts payable
to you shall be one hundred dollars ($100) or less, butshall send you a statement covering such
amounts; provided, however, that such amounts shall be held and paid along with die next
statement requiring payment in excess of one hundred dollars ($100). If MFMNG makes any
overpayment to you, you shall reimburse MFMNG for that overpayment. MFMNG may also
deduct anyoverpayment from anyamounts due or becoming dueto you.
3.02

MFMNG shall maintain Books and Records, which you may examine at your

expense. You may make those examinations only for the purpose of verifying the accuracy of
the statements. You may make such an examination for a particular statement only once, and
only within three (3) years after thedate when MFMNG sent you thatstatement (MFMNG shall
be deemed conclusively to havesent you each statement on the dateprescribed in Article 3.01

above, unless you notify MFMNG otherwise with respect to any particular statement within
ninety (90) days after that date.) You may make mose examinations through a certified public
accountant only during MFMNG's usual business hows, on reasonable written notice tor a

reasonably convenient time, and at theplace where MFMNG keeps theBooks and Records to be
examined. You shall send MFMNG a copy ofyour audit report concerning your examination of
MFMNG's Books andRecords within forty-five (45) days of yourcompletion thereof, provided
that your inadvertent failure to timely supply MFMNG with a copy of such report shall not
constitute a breach hereof. The rights granted to you above shall constitute your sole and
exclusive rights to examine MFMNG's Books and Records.

3.02.1 Notwithstanding article 3.02 above, if your certified public accountant's

examination has not been completed within three (3) months from the time he or she begins it,
MFMNG may require your accountant to terminate it on seven (7) days' notice to you at any
time; MFMNG will notbe required to permit your accountant to continue the examination after
the end ofthat seven (7) day period.

3.03

Youhereby acknowledge thatMFMNG's Books and Records contain confidential

trade information, and you hereby warrant and represent that neither you noryour representatives
shall communicate to others or use on behalf of any other Person any facts or information
obtained as a result of such examination of MFMNG's Books and Records; provided, however,

that such information may be disclosed by you to the extent required by any governmental
agency or law.

3.04 If you have any objections to a statement, yon shall give MFMNG specific notice
of that objection and your reasons therefor within three (3) years after the date when MFMNG is
deemed to have sent you that statement under this Article 3. Each statement shall become
conclusively binding on you at the end ofthat three (3) year period, and you shall have no right
to make any other objections to the statement. You have no right to sue MFMNG in connection
with any accounting, or to sueMFMNG for amounts due or owed to you hereunder during any
period a royalty accounting covers, unless you commence such suit prior to the end of that three
(3) year period. You hereby consent to the aforesaid limitations period, notwithstanding any
longer limitations period that might beavailable under applicable law. If you commence suit on
any controversy or claim concerning royalty accountings rendered to you under this Agreement,
you shall haveno rightto seek termination of this Agreement Thepreceding four (4)sentences
shall notapply to anyitemin a royalty accounting if you conclusively establish thattheitem was
fraudulently misstated by MFMNG.

3.05 You hereby acknowledge that you are responsible for the payment of all
applicable taxes relative to the portion of the Advance, and any amounts that you receive
hereunder, andthat MFMNG is not responsible for the payment of such taxes.
3.06

Unless MFMNG receives written notice from you otherwise sixty (60) days in

advance ofthe due date of anypayment hereunder, all payments made to youhereunder shall be
madein yournameand sentto you at your respective address first writtenabove.
4,

ADDITIONAL WARRANTIES; REPRESENTATIONS; INDEMNITIES

4.01. You hereby warrant and represent that:

(a)
The Sampled Recordings are your sole property, free from any claims
whatsoever by any Person. Prior to the execution of this Agreement, you have received no
notice of any suohclaim to the contrarynor are you awareofany such claim to the contrary.

(b)
All rights thatyouhavegranted to MFMNG in theNewRecordings, under
the Sample Agreement, in the First Royalty and in the Second Royalty shall be available to
MFMNG throughout the Territory without restriction.

(c)

You have the right and power to enter into and fully perform this

Agreement.

(d)
MFMNGshallnot be requiredto make any paymentsof any nature for, or
in connection with,the acquisition, exercise or exploitation of rights by MFMNG pursuant to this
Agreement except as specifically provided in this Agreement

(e)
There are no advances made by any other" third Persons which are
recoupable from the First Royalty or SecondRoyalty (excluding,for the avoidance ofdoubt, the
recoupable advance previously paid to you under the Sample Agreement in the amount of five
thousand dollars ($5,000) total). You are entitled to be paid and to collectthe First Royalty and
the Second Royalty. On or before your execution of this Agreement you shall deliver to
MFMNG letters in the form attached hereto as Exhibits, Schedules, Acknowledgements and

other documents from other Parties as MFMNGmay reasonably request, in connection with this
Agreement.

(f)

No Materials, as defined, or any use thereof, shall violate any law or

infringe upon or violatethe rights of any Person. "Materials," as used in this Article, means: (i)
the Sampled Recordings, (ii) individual and group names used in connection with the Sampled
Recordings, and (iii) all other musical, dramatic, artistic and literary materials, ideas, and other
intellectual properties, furnished or selected by you and contained in or used in connection with
the Sampled Recordings, the New Recordings or the exploitation thereof

(g)
You are currently a member in good standing of SoundExchange pursuant
to a current and valid membership, and you shall at all times be a member in good standing of
such society. If at any time you fail to be a member of SoundExchange, you shall provide
MFMNG notice promptly thereof and shall, promptly after MFMNG's request, execute
performancesociety letters of direction, or other documentationreasonablyrequired by MFMNG
to allow MFMNG to implement its rights under this Agreement

(h)
You have not, nor has any third party on your behalf, collected any
amounts arising in the Territory in connection with the First Royalty and SecondRoyalty at any
time prior to the date first written above, nor shall you collect or permit the collection of any
such amounts, if any.
(i)

To the extent that you are in breach of any warranty or representation

made hereunder, MFMNG shall, in addition to its other rights, have the right to deduct from the

Advance and/or any amounts due to you hereunder, an amount equal to any monies which
MFMNG is unableto collect by reasonof such amounts having been collected on your behalf.
4,02 You shall not enter into any agreement which would interfere with the terms of
this Agreement Without limitation of MFMNG's exclusive rights hereunder, you shall not grant
to any Person any rights with respectto the First Royalty or SecondRoyalty.

e- &

4.03 Your services and the other exclusive rights granted hereunder are unique and
extraordinary, and the loss thereof cannot be adequately compensated in damages. As a result,
MFMNG shall be entitled to injunctive relief to enforce the provisions of this Agreement. (The
preceding sentence shall not be construed to preclude you from opposing any application for
such relief based upon contest of the other facts alleged by MFMNG in support of the
application.)
4.04 (a) You shall at all times indemnify and hold harmless MFMNG from and
against any and all claims, losses, damages, liabilities, costs and expenses, including, without
limitation, dispute resolution expenses and reasonable counsel fees, arising out of any breach or
alleged breach of any warranty or representation made by you in this Agreementor any other act
or omission by you, provided the claim concerned has been settled or has resulted in a binding
judgment from a court of competent jurisdiction. MFMNG shall notify you of any action
commenced on such a claim. You may participate in the defense of any such claim through
counsel of your selection at your own expense, but MFMNG shall have the right at all times, in
MFMNG'ssole discretion, to retain or resume control of the conduct of the defense, Pendingthe
resolution of any such claim, MFMNG will not withhold monies which would otherwise be
payable to you under tins Agreement in an amount exceeding your potential liability to MFMNG
under this paragraph. If no action or other proceeding for recovery on such a claim has been
commenced within eighteen (18) months after its assertion, MFMNG shall not continue to
withhold monies in connection with that particular claim under this subparagraph unless
MFMNG believes, in MFMNG's sole judgment, that such a proceeding may be instituted
notwithstanding the passage ofthat time.

(b)
TfMFMNGpays more than two thousand five hundreddollars ($2,500) in
settlement of any such claim, you shall not be obligated to reimburse MFMNG for the excess
unless you have consented to the settlement, except as provided in the next sentence. If you do
not consentto any settlement proposed by MFMNGfor an amount exceeding two thousandfive
hundred dollars ($2,500), you shall nevertheless be required to reimburse MFMNG for the full
amountpaid unless you make bonding arrangements, satisfactoryto MFMNGin MFMNG'ssole
discretion, to assure MFMNG of reimbursement for all damages, liabilities, costs and expenses
(including, without limitation, dispute resolution expenses and reasonable counsel fees) which
MFMNG may incur as a result ofthat claim.
5.

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below;
5.01 "Books and Records" that portion of MFMNG's books and records which
specificallyreport monies received by MFMNG from the First Royalty, the Second Royalty,the
Sampled Recordings, the New Recordings and the Sample Agreements; provided that the term
"Books and Records" shall not be deemed to include any ofMFMNG's other books or records.
5.02 "Gross Income" - all amounts earned, paid, received by or credited relative or
according to the First Royalty, the Second Royalty, the Sampled Recordings, the New
Recordings, and the Sample Agreements.

o t/

5.03 ."Net Income" - Gross Income, less any amounts that MFMNG deducts from such
Gross Income including, without limitation, actual costs incurred in connection with collection
fees and out-of-pocket fees orcosts incurred to enforce the rights granted toMFMNG hereunder.
5.04

'Terson" - any individual, corporation, partnership, association orother organized

group of pel-sons or legal successors or representatives ofthe foregoing.

6.

NOTICES

6.01 Except as otherwise specifically provided herein, all notices hereunder shall be in
writing and shall begiven by courier or other personal delivery, or byregistered orcertified mail,
atthe respective address listed above orata substitute address designated through written notice
by the party concerned. Notices shall bedeemed given when mailed or, ifpersonally delivered,
when so delivered, except that a notice ofchange ofaddress shall be effective only from the date
ofits receipt.
7.

MISCELLANEOUS

7.01 (a)
The parties hereto agree that: (i) all understandings and agreements
heretofore made between them with respect to the subject matter hereof are merged in this
Agreement, which frilly and completely expresses their agreement with respect to the subject
matter hereof and (ii) except as specifically set forth herein, all prior agreements among the
parties with respect to such subject matter aresuperseded bythis Agreement which integrates all
promises, ancillary or collateral oral or written agreements, arrangements, conditions and
understandings between the parties with respect to such subject matter. In addition, you
acknowledge that neither MFMNG nor any person acting on its behalf (including its agents, its
representatives and its attorneys) has made any promise, representation or warranty whatsoever,
express or implied, oral or written, not contained herein, and you further acknowledge that you
have not executed, and have not been induced to execute, this Agreement in reliance upon any

premise, representation or wan-anty. No change or termination of this Agreement shall be

binding upon MFMNG unless it is made by an instrument signed by an authorized officer of
MFMNG. No change of this Agreement shall be binding on you unless it is made by an
instrument signed by you. A waiver of anyprovision ofthis Agreement in any instance shall not
be deemed or construed as a waiver of such provision, or any other provision hereof, as to any

future instance or occurrence. All remedies, rights, undertakings, and obligations contained in

this Agreement shall be cumulative and none of them shall be in limitation of any other remedy,
right, undertaking, or obligation of either party. The captions of the articles in this Agreement
areincluded for convenience only and shall not affect theinterpretation of anyprovision hereof.
(b)

MFMNG may assign its rights hereunder in whole or in part to any

subsidiary, affiliated or controlling corporation, to any Person owning or acquiring a substantial

portion of thestock or assets of MFMNG, to any partnership orother venture in which MFMNG
paiticipates, and such rights may be similarly assigned by any assignee, or to any thirdparty at
MFMNG's sole discretion.

c-

7.02 Neiflier party shall be entitled to recover damages orto terminate this Agreement

by reason of any breach by the other party ofits material obligations, unless the latter party has
failed to remedy the breach within thirty (30) calendar days following receipt ofnotice thereof.

Ifyou claim that additional monies are payable to you hereunder, MFMNG shall not be deemed

inmaterial breach ofthis Agreement unless such claim isreduced to a final judgment by a court

ofcompetent jurisdiction and MFMNG fails to pay you the amount thereof within thirty (30)
calendar days after MFMNG receives notice ofthe entry ofsuchjudgment.
7 03

THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF

FLORIDA, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS

AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA
APPLICABLE TOCONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN

THE STATE OF FLORIDA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW

PRINCIPLES UNDER FLORIDA LAW). THE FLORIDA COURTS (STATE AND

FEDERAL), ONLY, SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES

REGARDING THIS AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH

INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT IN THOSE COURTS, IN
HILLSBOROUGH COUNTY, AND NOT ELSEWHERE. THE PARTIES WAIVE ANY AND
ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY SUBMIT TO THE
JURISDICTION OF THOSE COURTS.

ANY PROCESS IN ANY SUCH ACTION OR

PROCEEDING MAY, AMONG OTHER METHODS, BE SERVED UPON YOU (AND UPON
ANY PERSON ASSENTING TO THIS AGREEMENT) BY DELIVERING IT ORMAILING

IT, BY REGISTERED OR CERTIFIED MAIL, DIRECTED TO THE ADDRESS FIRST

ABOVE WRITTEN OR SUCH OTHER ADDRESS AS YOU (OR SUCH OTHER PERSON)
MAYDESIGNATE. ANY SUCH PROCESS MAY, AMONG OTHER METHODS, OR ANY
OTHER PERSON WHO APPROVES, RATIFIES, ORASSENTS TO THIS AGREEMENT TO
INDUCE MFMNG TO ENTER INTO IT, BY DELIVERING THEPROCESS OR MAILING
IT BY REGISTERED OR CERTIFIED MAIL, DIRECTED TO THE ADDRESS FIRST
ABOVE WRITTEN OR SUCHOTHER ADDRESS AS THEOTHER PERSON CONCERNED
MAY DESIGNATE. ANY SUCH DELIVERY OR MAIL SERVICE SHALL BE DEEMED
TO HAVE THE SAME FORCE AND EFFECT AS PERSONAL SERVICE WITHIN THE
STATE OF FLORIDA.

7.04 In entering into this Agreement, and in providing services pursuant hereto, you
shall have thestatus of anindependent contractor and nothing herein contained shall contemplate
orconstitute you as MFMNG's agent or employee. Monies tobepaid toyou hereunder shall not

be assignable by you without MFMNG's written consent, which MFMNG may withhold in its
unrestricted discretion, subject tothenext sentence. You may assign amounts to bepaid to you
under this Agreement, provided; (a) no more than one (1) such assignment shall be binding on
MFMNG at any time and, if MFMNG is notified of more than one (1) such assignment,
MFMNG shall have the right to rely conclusively onpriority of notice to MFMNG in according
priority amongst assignments; (b) each such assignment shall be subordinate to MFMNG's
continuing right to apply all such amounts due or becoming due in recoupment of the Advance,
loans and other offsets which may be recoupable from amounts due and owed to youhereunder,

including but not limited to, those made under agreements entered into by MFMNG and you
after the date ofthe assigmnent concerned; and (c) no such assignment shall be effective until it

it
&

p.2

has been accepted inwriting by MFMNG. MFMNG shall not unreasonably withhold acceptance
ofan assignment, which is consistent with the terms and conditions ofthis paragraph, provided
thatMFMNG shall not be obligated to consent to any assignment of monies which is made as
security orcollateral for a loan or other obligation.
7.05

This Agreement shall not become effective until executed byboth MFMNG and

you. Any and all Exhibits, Schedules, Acknowledgements or other documents attached hereto
shallbedeemed to constitnte theAgreement between yonandMFMNG. You hereby represent

and wanant that you have had the opporhinily to read, review and understand this Agreement, and

seek independent counsel with respect to the same, hi the event that yon fail to obtain independent
counsel for purposes ofthis Agreement, you shall have voluntarily waived such right and enters into
this Agreement with full knowledge and understanding ofits terras and conditions. Your initials
after your name atthe end ofthis sentence represent that you acknowledge, understand and agree to

the contents ofthis provision. Cedric D. HiflfUjt

MFMnG Productions, LLC ("MFMNG41

By -jfrT^^jS ,

Cedric D. Hill ("you" or "your")

/^trawhele^EovM, Co-Mdria^tfgMenibet
SSN:
Date of Birth:

a- t

EXHIBIT A

to an Assignment Agreement by and between MFMnG Productions, LLC located at c/o

Christopher J. Cabott, Esq., One Liberty Place, 1650 Market Street, 56th Floor, Philadelphia, PA
19103, andCedric Dormaine Hilllocated at 10707 Sorsby Lane, Houston, TX 77047.
To:

ALL RECORD MANUFACTURERS

LICENSED TO REPRODUCE

To:

ALL OTHER PARTIES

IN INTEREST

RECORDINGS SPECIFIED

HEREINBELOW

I
S'-

Please be advised that effective as of June 25, 2013 I have irrevocably and perpetually granted

world, that I received under the Sample Agreements attached hereto and made apart herewith as

Yeah Fucking Right)," which were both originally performed by the recording artist professional
known as "Drake" (individually and collectively the "Recordings"). As apart ofsuch grant and

i
j

assignment, MFMNG has the right to, among other things:

and assigned to MFMnG Productions, LLC the exclusive right, title and interest, throughout the

Schedule 1relative to the sound recordings titled "Over My Dead Body" and "H.Y.F.R (Hell
^

(i)

administer and grant rights in and to my interests in the Recordings nutter the
terms ofthe Sample Agreements; and

j
I

(ii)

collect all monies payable with respect to myinterests inthe Recordings under the

terms ofthe Sample Agreements.

Date: June 25,2013

SSN: jBBM
Date ofBirth: ^U

10

Cr ^

SCHEDULE 1

SampleAgreements

II

lac

Mvaitt ClwmncM for Film, TclcWjIon, Snrtiplw. and New Technology

DMGCIttruwcMiW.

Octoner20,2011
l3R<*SiDttv->
Hockcwiit.DE 19707

3.(8.23? 6875 hx

Cedric Hill
E and B Dream

He: Drake "HXETft" contains samples from "Swinging and

wwwidoigcleuttnttA.com

Banging* as performed by ESG(SFL Entertainment)

Dear Cedric,

I am writing to confirm yourquote whereby SFL Entertainment ("Licensor") has agreed

to iicensetheaforementioned Sampled Sound Recording "Swanging and Banging" as

performed;by 50 (the "SflmplcdllouhctRecording") for inclusion in tbe New Recording

tentatively entitled HKYFRB (the "NewRecording") as performed byDrake("Artist").

Fortherightto incorporate elements of th& Sampled Sound Recording into theNew

Recording;, Licensor ha$agreed to a quoteconsisting of an advance fee of Two-Thousand
Five-Hundred ($2,50.0) recoupable against a royalty of two and ahalf(15%) percent. It
is myunderstanding thatthegrants ofrights provided forby Licensor hereunder shall be
granted throughout the World in perpetuity, andshall includewithout limitation the
following rights:
1. Uses in all audio configurations nowknown or hereinafter devised

(including but not limited to, physical conflguratiow (Le. CD's), digital downloads,
streaming, ringbacks and ring tones); and

2.All audio-visual configurations now known or hereinafter devised (including butnot

limited toa music video and gratis promotional uses thereof, as well as permanent digital
download^ and streaming); and

3. Any other third party licensing requests to which Artist has consented (including but
not limited to,master use synchrojtfxatiou licenses).

For the avoidance ofdoubt, the royalty rate of 2.5# of PPD (pro-rated bythe number of

tracks on nparticular configuration) shall apply to the exploitation ofthe New Recording

in physical products, digital downloads and ringtones inall media orconfigurations now
known or hereinafter devised. This loyalty rate sh:i apply to both audio and audio-visual
uses.

The royalty rate of.10% pfartist net-receipts shall apply to the exploitation ofthe New
Recording inringbacks, streaming, third-party licenses and any other flat fee income
directly attributable to the exploitation ofthe New Recording, inall media or
configurations now known or hereinafter devised. This royalty rate shall apply to both
audio and audio-visual uses.

O'

ItIs acknowledged that royalties shall onlybe payable for uses ofdie New Recording that

actually incorporate the Sampled Sound ftccordhVtmd that no rights hav been granted
to 1ie$risc sample ofthu New Recording Uiat contain sarhpl&s of the Sampled Sound
Recording,

it is myunderstanding thatLicensor warrants and .^presents that they are authorized,

empowered, and able to eater into end fully perform itsobligations under these terras. If
this is toyour understanding, please sign below and fax back to meat (302) 239-6875.
Best regards,

Deborah Matmis-Qardner

Agreed and approved

ksAl

Pallidas of:

IQ-ll-ll

0'

dmg

ins

Music Cltftrancn f Rlni,Totevuton, $*mpts, aid jWTBclrootogy

DMGGlorwco, Inc.

Octoner 20.2011
13 RM(i Drive
HKesM,DH 1W07

mm mi

Cedric Hill
E and B Dream

302.239 6873 f

l^fimJ'B'^ljtltfiWrWV^.m
wwv.vdmS'CfeMuicctijcom

Re: Drake "Over My Dead Body"containssamplesfrom "Safltn'

Da South*7 as performed by DJ Screw (SFLEntertainment)

Dear Cedric,

Iam writing to confirm your.quote whereby SFL Entertainment ("Licensor") has agreed
to license the aforementioned Sampled Sound Recording "SaihV Da South" as

performed by DJ Screw (the 'Sampled Sound Recording") for inclusion in the Hew
Recording tentatively entitled '-Over My Dead Body1' (the "New Recording") as
performed byDrake ("Artist").

For the right to incorporate elements ofthe Sampled Souud Recording into the New

Recording, Licensor has agreed to aquoto oonsistbig ofan advance fee ofTwo-Thousand
Fjve-Kumlred ($2,500) recoupable against aroyalty ofwo and ahalf (2.5%) percent, It
Umy understanding that die grants of rights provided for by Licensor hereunder shall be
granted throughout the World in perpetuity, and shall include without limitation the
following rights:

1. Uses in all audio com*iguraticww now known orhereinafterdevised

(including but not limited to, physical configuration flue. CD's), digital downloads,
streaming, ringbacks and ring tones); and

2. All audio-visual configurations now known orhereinafter devised (including but not
limited to amusic video and gratis promotional uses thereof, as well as permanent digital
downloads endstreaming); and

3. Any other third party"licensing requests to which Artist has consented (including but
notlimited to, master usesynchronization licenses',.

For the avoidance ofdoubt, the royalty rate of25% ofPPD (pro-rated by the number of

tracks on nparticular configuration) shall apply to At exploitation of die New .Recording

in physicalproducts, digital downloads and ringtones in all media or configurations now

known orhereinafter devlseiL This royalty rate shall apply to both audio and audio-visual
uses.

The royally rate of10% of artist net-receipts shall apply to the exploitation ofthe New
Recording: in ringbacks. streaming, third-party Itoenws and any otherflat fee income
directly attributable to the exploitation of the New Recording, in all media or

configurations now known orhereinafter devised. This royalty rate shall apply to both
audio and audio-visual u$e$,

It is acknowledgedthat royalties shall only bepayable for uses pfthe Now Recording ihat
actually incorporate theSampled Sound Recording and that norigliu have been granted
tolicense samples ofthe New Recording that contain samples oftheSampled Sound
Recording,

It i$ my understanding thatUcenaor warrants and represents thatthey ara authorized,

empowered, andabletoenter Into andfidly perform ita obligations under these terms. If
this isto yourunderstanding, pfea$e sign below and fax back to meat (302) 239-6875.
Best regards,

Deborah MtuuuVGardner

Agreed and approved: L^Jv-^ffi tM

Dated as of: JS^lJlL

ACKNOWLEDGMENT

STATE OF.

IX )
///i

- )ss:

COUNTY OF PJfoJ&s A)

Oin&eS

U<7<V<jf

, 2013, before me, the undersigned, personally appeared, Cedric D. Hill,

personally known to me or proved to me on the basis ofsatisfactory evidence to be the individual

whose name is subscribedto the within instrument and acknowledged to me that he executed the

same in hisjeapacity, and that by his signature on the instrument, the individual executed the
individual made such appearance before the undersigned in

Sworn to before me this 2>

day of \jt/~/-

NotafyPublic

12

2013

EXHIBIT C
Cure Notice

12

Law Office

LLOYD ZANE REMICK

Attorney and Professor of Law

Lloyd Z. Remick
remick@braverlaw.com

Christopher J. Cabott
ccabott@braverlaw.com

Kaitlyn O'Neill
koneill @ braveriaw.com

October 31,2013
VIA CERTIFIED MAIL R/R/R
AND ELECTRONIC MAIL

Cash Money Records, Inc.

c/o Edward R. Grauer, Esq.

1755 Broadway, 2nd Floor

New York, NY 10019
Re:

Notice of Material Breach

Mr. Grauer:

I am counsel to MFMnG Productions, LLC ("MFMnG") and am writing with

respect to the enclosed Sample Clearance Agreement (the "Sample Clearance") dated
October 20, 2011 by and between Cedric Hill and DMG Clearances, Inc. ("DMG"); and
the enclosed Assignment Agreement (the "Assignment") dated June 25, 2013 by and
between MFMnG and Mr. Hill. Under the terms of the Sample Clearance, DMG, on

behalf ofCash Money Records, Inc. ("Cash Money"), cleared the rights to use Mr. Hill's
sound recording "Swanging and Banging" as a sample on Cash Money recording artist
Drake's sound recording "H.Y.F.R" and Mr. Hill's sound recording "Sailing DaSouth"
as a sample inDrake's sound recording "Over My Dead Body." ("H.Y.F.R." and "Over

My Dead Body" are collectively referred to hereafter as the "Recordings"). The

Recordings were embodied on Drake's "Take Care" album (the "Album").

Under the terms of the Sample Clearance, Mr. Hill is to receive a two and a half

percent (2.5%) royalty on the PPD (pro-rated by the number oftracks on a particular
configuration e.g. the Album) and other exploitations of the Recordings in physical
products, digital downloads and ringtones in all media or configurations now known or
hereafter devised, along with a ten percent (10%) royalty ofDrake's net receipts from the

exploitation of the Recordings in ringbacks, strearning, third-party licensing and any

other flat fee income directly attributable to such exploitation. Mr. Hill transferred his

rights to the aforementioned royalties (the "Royalties") to MFMnG under the terms ofthe
Assignment. Mr. Hill had not received payment for the Royalties prior to entering into
the Assignment.

One Liberty Place 1650 Market Street <56th Floor Philadelphia, PA 19103-7334
Tel: 215-575-3803* Fax:215-575-3801 lzr@braverlaw.com
website: zanemanagement.com

To date, MFMnG has not received an accounting or payment for the Royalties. I
have contacted Cash Money numerous times through correspondence with you and other

attorneys in your office ofBusiness and Legal Affairs at Cash Money regarding the same.
Cash Money's failure to remit such payment is a material breach of the Sample
Clearance.

Demand is hereby made that Cash Money cure such breach and send an
accounting and remit payment to MFMnG for the Royalties on or before November 11,
2013. In the event that Cash Money fails to cure such breach by the applicable deadline,

MFMnG will proceed with all available forms of legal recourse against all entities and
individuals involved with this matter.

All rights are hereby expressly reserved. Please be guided accordingly.

Vera truly yours,

Christdplier J. Cabott, Esq.

cc:

Janel Brown, Esq. (via email only)

Deborah Mannis-Gardner (via email only)
Miro Oballa, Esq. (via email only)

Enclosures

EXHIBIT D

Notice ofMaterial Breach

13

Law Office

LLOYD ZANE REMICK

Attorney and Professor of Law

Lloyd Z. Remick
remick@braverlaw.com

Christopher J. Cabott
ccabott braveriaw.com

Kaitlyn O'Neill

koneill @braverlaw.com

November 13,2013

VIA CERTIFIED MAIL R/R/R

AND ELECTRONIC MAIL

Cash Money Records, Inc.

c/o Edward R. Grauer, Esq.
1755 Broadway, 2nd Floor
New York, NY 10019
Re:

Confirmation of Material Breach

Mr. Grauer:

According to the enclosed Notice of Material Breach ("Notice"), Cash Money

Records, Inc. ("Cash Money") had until November 11, 2013 to remit payment to
MFMnG Productions, LLC ("MFMnG") for royalties owed to MFMnG under the Sample
Clearance (as that term is defined in the Notice).
The Notice was sent via electronic mail and certified mail on October 31, 2013.

The foregoing breach described further in the Notice has not been cured to date and was
not cured within the aforementioned deadline. The breach described in the Notice is
therefore confirmed as material.

MFMnG will now move forward with all available means of legal recourse

against all entities and individuals involved with this matter, hi tins case, the material
breach is also willful, which affords MFMnG additional rights. All rights are hereby
expressly reserved. Please be guided accordingly.
Very truly yours,

ChristopHer J. Cabott, Esq.

cc:

Janel Brown, Esq. (via email only)

Deborah Mannis-Gardner (via email only)
Miro Oballa, Esq. (via email only)

Enclosures

One Liberty Place 1650 Market Street 56th Floor Philadelphia, PA 19103-7334
Tel: 215-575-3803 Fax: 215-575-3801 lzr@braverlaw.com

website: zanemanagement.com

*
t

EXHIBIT E

Email Statement

14

Kaitlyn O'Neill

Subject:

Christopher Cabott
Monday, March 09, 2015 12:03 PM
Kaitlyn O'Neill
FW: Ramon Owens_Payment

Importance:

High

From:
Sent:
To:

From: 3anel Brown [mailto:jbrown@egrauerlaw.com]

Sent: Wednesday, October 08, 2014 5:55 PM
To: Christopher Cabott

Subject: RE: Ramon Owens_Payment

Importance: High

Just to keep you up to date I have requested 2 checks:

117,339.00 SOUNDKILLERS LLC
117,364.72 MFMNG PRODUCTIONS INC.
Janel Brown

CASH MONEY RECORDS, INC.

Business & Legal Affairs

1755 Broadway, 2nd Floor
New York, New York 10019
LAW OFFICE OF EDWARD GRAUER, P.C.
**not admitted to bar

1755 Broadway, 2nd Floor

New York, New York 10019

Tel.: (212) 841-5129 E-Mail: jbrownQegrauerlaw.com

Original Message

From: Christopher Cabott [mailto:Cabott@braverlaw.com]

Sent: Tuesday, October 07, 2014 5:53 PM
To:

Janel Brown

Subject: RE: Ramon Owens_Payment

Perfect.

The payee for the Mirror royalties would be "The SoundKillers, LLC

Original Message

From: Danel Brown [mailto:jbrown@egrauerlaw.com]

Sent: Tue 10/7/2014 5:44 PM

To: Christopher Cabott

Subject: RE: Ramon Owens_Payment

Gotcha, will make sure I get those

Danel Brown

CASH MONEY RECORDS, INC.

Business & Legal Affairs

1755 Broadway, 2nd Floor
New York, New York 10019

LAW OFFICE OF EDWARD GRAUER, P.C.

**not admitted to bar

1755 Broadway, 2nd Floor

New York, New York 10019

Tel.: (212) 841-5129

E-Mail: ibrown@egrauerlaw.com

Original Message

From: Christopher Cabott [mailto:Cabott@braverlaw.com]

Sent: Tuesday, October 07, 2014 5:43 PM
To: Danel Brown

Subject: RE: Ramon Owens_Payment

Dust a point of clarification that the royalties on the samples get paid to MFMNG
Productions, LLC. We never received a final tally on those. You sent some numbers on the
singles, but we never received it on the album or mastertones.

-----Original Message
From: Danel Brown [mailto:jbrown@egrauerlaw.com]

Sent: Tue 10/7/2014 5:37 PM

To: Christopher Cabott
Subject: RE: Ramon Owens_Payment

|
|
!

Of course I know you didn't :) but desperate times call for desperate measures and I don't

disagree at all. Would you like to include your other royalties as well on the samples? :)

J
I

Danel Brown

CASH MONEY RECORDS, INC.

Business & Legal Affairs

1755 Broadway, 2nd Floor
New York, New York 10019

!
|
{

LAW OFFICE OF EDWARD GRAUER, P.C.

**not admitted to bar

I
f

1755 Broadway, 2nd Floor

New York, New York 10019

f
f

Tel.: (212) 841-5129

E-Mail: jbrownQegrauerlaw.com