U.S. COPYRIGHT OFFICE LIBRARY OF CONGRESS

Designation of Mechanical Licensing Collective and Digital Licensee Coordinator Docket No. 2018-11

EXHIBITS 11 TO 11-X TO THE DESIGNATION PROPOSAL OF MECHANICAL LICENSING COLLECTIVE

PRYOR CASHMAN LLP Frank P. Scibilia Benjamin K. Semel 7 Times Square New York, New York 10036-6569 Attorneys for Mechanical Licensing Collective EXHIBIT 11 Before the U.S. COPYRIGHT OFFICE LIBRARY OF CONGRESS Washington, D.C.

. In the Matter of: Docket No. 2018–11 DESIGNATION OF MECHANICAL LICENSING COLLECTIVE AND DIGITAL LICENSEE COORDINATOR

DECLARATION OF DAVID M. ISRAELITE

1. My name is David M. Israelite. I am President and Chief Executive Officer of the National Music Publishers’ Association (“NMPA”). I submit this declaration in support of the submission of Mechanical Licensing Collective (“MLC”) to be designated as the mechanical licensing collective pursuant to the Music Modernization Act (the

“MMA”).

About NMPA

2. For more than a century, NMPA has served as the leading voice representing all American music publishers and their songwriting partners before

Congress, in the courts, in the music, entertainment and technology industries, and to the listening public. NMPA’s membership includes music publishers affiliated with a record label or a larger entertainment company (so-called “majors”) as well as independently- owned and operated music publishers (so-called “independents” or “indies”) both large and small, of all catalog and revenue sizes. Taken together, compositions owned or controlled by NMPA members account for the vast majority of musical compositions licensed for mechanical uses in the United States, including reproduction and distribution in the form of interactive streams, downloads and physical phonorecords (i.e., “covered activities” under Section 115 of the Act). Every commercially relevant music publisher of which we are aware is a member of NMPA.

3. NMPA’s primary objective is to protect and enhance the value of the intellectual property rights of musical work copyright owners, and to shape a business environment that will foster their creative and financial success. We seek to do so through legislative, litigation and regulatory efforts, and industry negotiations. We played an instrumental role in the negotiations and legislative efforts that led to the creation and passage of the MMA. We have also presented the position of copyright owners in all

Section 115 royalty rate-setting negotiations, proceedings and related hearings, including most recently the Phonorecords III proceeding to determine the rates and terms for the making and delivery of phonorecords, including in covered activities subject to the blanket licenses to be obtained from the mechanical licensing collective.

About MLC

4. MLC was created by musical works copyright owners, including songwriters and major and independent music publishers, with the assistance of their trade groups NMPA, the Nashville Songwriters Association International (“NSAI”) and

Songwriters of North America (“SONA”), acting under the authority of their copyright owner boards and members.

5. MLC was created with the input of other experienced professionals and stakeholders across the music industry, including other songwriter groups, major and independent music publishers, performing rights organizations, digital streaming services, and technology vendors. MLC is the product of collaboration between and among constituencies with unique interests, who came together to create an entity that is uniquely

2 situated to carry out the collective’s responsibilities and to solve the challenges of mechanical licensing in the digital space.

6. MLC’s submission for designation is the result of an open process that included input from all of these constituencies. It is, in my view, the most comprehensive, competitive, transparent and representative plan to execute successfully the statutory missions of the collective.

MLC Board and Committee Member Selection

7. As required by the MMA, MLC’s board of directors includes ten voting members that are representatives of music publishers to which songwriters have assigned exclusive rights of reproduction and distribution of musical works with respect to Section

115 covered activities, and four professional songwriters who have retained and exercise exclusive rights of reproduction and distribution with respect to Section 115 covered activities with respect to musical works they have authored.

8. The individuals selected to MLC’s initial board and statutory advisory committees were chosen in an open, competitive process. The music publisher board and committee members were selected by music publishers, and the songwriter board and committee members were selected by songwriters.

9. The music publisher board and advisory committee members were selected by a panel comprised of individuals who are extremely well-respected in the music publishing community, each of whom is associated with an independent music publisher:

Caroline Bienstock, the CEO of Bienstock Empire, Inc., and a board member of the

Association of Independent Music Publishers (“AIMP”), NMPA, ASCAP, and the

Songwriter’s Hall of Fame; Teri Nelson Carpenter, the president and CEO of Reel Muzik

3 Werks, LLC and the National Chair and President of the L.A. Chapter of AIMP; Julie

Lipsius, the owner of Lipservices publishing who also served on the board of AIMP; Kenny

MacPherson, the founder and President of indie publisher Big Deal Music and who is widely considered a passionate advocate for the rights of songwriters; John Ozier, the

General Manager, Creative at ole (and soon to be at Reservoir), who is himself a songwriter who has penned multiple top ten hits; and Matt Pincus, the founder and former CEO of

Songs and a leading voice of the independent publishing community and in defining best practices in the evolving digital music business.

10. The music publisher board and committee member selection panel searched for, selected, and carefully vetted all of the candidates to ensure that the candidates selected to serve on the board (a) have the requisite expertise and experience to govern the collective; (b) individually and together faithfully reflect the entire music publishing community; and (c) are motivated to serve on the Board and understand and do not underestimate the serious responsibilities entrusted to them.

11. The individuals that comprise MLC’s initial board and advisory committees are a highly qualified and varied group that together bring to the enterprise years of relevant experience, including technological and operations experience and experience in creating musical works, licensing them (including in the digital space), collecting revenue, identifying the relevant royalty payees, and distributing royalties and accounting to those payees. They include a diverse group of songwriters and represent a wide range of publishers, both large and small, some of who are members of NMPA or AIMP and some of who are not members of any industry trade organization.

4 MLC Is The Only Entity That Satisfies The Statutory Endorsement Requirement

12. MLC is the only entity that is endorsed by and that enjoys substantial support from musical work copyright owners that represent the greatest percentage of the licensor market for uses of such works in covered activities over the preceding three years, as required by the MMA.

13. As of the date of this declaration, 132 musical work copyright owners (the

“Supporting Copyright Owners”) owning the U.S. mechanical rights to millions of works have confirmed that they exclusively endorse MLC to be the collective, and have pledged to provide substantial support to MLC. (Many have already provided substantial support and pledge to continue to do so.) Such endorsement and support is documented in the letters annexed as Exhibits A through W hereto. These letters include individual letters of endorsement and support from a diverse group of 22 musical work copyright owners, including major and independent music publishers of all sizes, as well as a group letter of endorsement and support that includes an additional 110 musical work copyright owners.

14. We have confirmed that the Supporting Copyright Owners represent the vast majority of the licensor market for uses of musical works in covered activities in the

U.S. during the preceding 3 full calendar years, i.e., from 2016 through 2018 (the “Covered

Period”). That is, the Supporting Copyright Owners together received the vast majority of total mechanical royalties for uses of musical works in covered activities in the U.S. during the Covered Period. This is, of course, more than the plurality that is required of the collective.

15. We confirmed this by first examining industry information, including revenue information that NMPA collects from its members on an annual basis, and publicly

5 available data. That data demonstrates that the Supporting Copyright Owners represent between 85% and 90% of the licensor market for all uses of musical works during the

Covered Period.

16. Billboard Magazine , for example, calculates and publishes on a quarterly basis the top ten music publishers by overall industry market share. While the publishers in the Billboard quarterly top ten rankings did not remain static during the Covered Period,

NMPA verified that during the Covered Period, with one exception, every music publisher that ranked in the Billboard top ten by overall industry market share is a Supporting

Copyright Owner. 1 For example, as reported by Billboard in its Q4 2018 report, the top ten publishers by market share during that quarter were all Supporting Copyright Owners and they had a combined market share of 87.86%. Using Billboard’s market share calculations, the combined industry market share of Supporting Copyright Owners appearing in the Billboard top ten during each of the twelve calendar quarters of the

Covered Period was relatively consistent with the Q4 2018 figure, as follows:

2016 Q1 87.62%

2016 Q2 89.43%

2016 Q3 87.17%

2016 Q4 87.10%

2017 Q1 84.68%

2017 Q2 88.00%

2017 Q3 85.10%

1 The lone exception appeared one time (in Q1 2017) and represented just 1.35% of the market during that quarter.

6 2017 Q4 85.81%

2018 Q1 88.56%

2018 Q2 91.73%

2018 Q3 90.87%

2018 Q4 87.86%

Average 87.83%

Of course, these percentages underestimate the total industry market share of

Supporting Copyright Owners because they include only the market share of Supporting

Copyright Owners appearing in the Billboard top ten during the Covered Period, and there are 132 Supporting Copyright Owners, many of whom did not appear in the Billboard top ten during the Covered Period.

17. NMPA believes that the industry market share of Supporting Copyright

Owners as described in the preceding paragraph is a fair proxy for estimating the

Supporting Copyright Owners’ market share for uses of musical works in covered activities, as there is no reason to believe that the Supporting Copyright Owners’ market share for uses of their musical works in covered activities should deviate significantly from their market share for their uses of musical works generally. Nevertheless, and despite having restricted access to revenue information reported by digital music services (“DSPs”) to rights owners, NMPA was able to confirm that the Supporting Copyright Owners have together received the substantial majority of total mechanical royalties for uses of musical works in covered activities in the U.S. during the Covered Period. NMPA confirmed this from information regarding the U.S. mechanical royalties paid by Apple Music and Spotify

– the largest and most popular services in the market – during the Covered Period.

7 18. NMPA provided a list of all of the Supporting Copyright Owners to Apple and asked Apple to confirm, using its own internal data regarding mechanical royalty payments made for the use of musical works, that the Supporting Copyright Owners had together received the majority of total mechanical royalties for uses of musical works in covered activities on Apple Music in the U.S. during the Covered Period. Apple confirmed that they had.

19. NMPA also received from a sampling of 14 of the 132 Supporting

Copyright Owners (representing both small and large publishers) a statement of the revenues that they had been paid by Spotify for uses of their musical works in Spotify’s covered activities during the Covered Period, and the total revenues paid out by Spotify to all musical works rights owners for the uses of all musical works in those activities during that period. (The total revenues are as reported by Spotify to such rights owners, which

Spotify is required under Section 115 and its implementing regulations to provide as part of its accountings to rights owners to verify that Spotify has accurately calculated the royalties paid.) A review of even this limited sample of Supporting Copyright Owners

(which did not include all of the major publishers) confirmed that the Supporting Copyright

Owners together received the substantial majority of total mechanical royalties for uses of musical works in covered activities on Spotify in the U.S. during the Covered Period.

20. While NMPA believes that market share as explained above is the only appropriate metric to demonstrate endorsement and support from the “greatest percentage of the licensor market,” I also note that a partial count of information obtained from less than half of the Supporting Copyright Owners shows that together they own (now and over the preceding 3 full calendar years) the right to reproduce and distribute over 7.3 million

8 musical works in Section 115 covered activities in the U.S. The number of recordings offered by DSPs that embody these musical works is even a far greater number, as many works are recorded or “covered” multiple times by different artists and/or are also embodied in multiple live, remixed or remastered recordings.

21. Finally, in addition to the Supporting Copyright Owners described in paragraph 13 above and identified in the letters annexed as Exhibits hereto, MLC is also exclusively endorsed and supported by nearly the entire music industry, as demonstrated in the letter of endorsement and support of 29 (non-musical work copyright owner) groups and entities annexed hereto as Exhibit X. These entities include all four musical work performing rights organizations (ASCAP, BMI, SESAC and GMR); major U.S. music associations such as A2iM, AIMP, the American Composers Alliance, the Americana

Music Association, AMRA, Church Music Publishers Association, Copyright Alliance,

Gospel Music Association, NMPA, NSAI, the Recording Industry Association of America,

SONA, and SoundExchange; and several record labels. While such support is not statutorily required by the MMA, that MLC is supported by virtually the entire music industry – including those with diverse and competing interests – bodes well for its ability to broker compromises between and among industry stakeholders, and to meet the statutory requirements and objectives of the collective.

I declare under penalty of perjury that the foregoing testimony is true and correct to the best of my knowledge, information and belief.

Dated: March 21, 2019

David Israelite

9 EXHIBIT 11-A Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear U.S. Copyright Office,

We, the undersigned entities and individuals, write to express our exclusive endorsement of and support for the nonprofit corporation Mechanical Licensing Collective (“MLC”) to be designated as the mechanical licensing collective pursuant to the MMA. The undersigned entities and individuals all own, and have during the preceding three years owned, exclusive rights to license musical works for use in covered activities in the United States and have licensed those rights to digital music providers.

MLC was created by musical works copyright owners (including songwriters and major and independent music publishers), with the assistance of their trade groups and with input from other experienced professionals and stakeholders across the music industry. MLC is the product of collaboration between and among industry constituencies with diverse interests and perspectives, who came together to create an entity that is uniquely situated to carry out the collective’s responsibilities and to solve the challenges of mechanical licensing in the digital space. MLC’s submission for designation is the result of an open process that included input from all these constituencies and is, in our view, the most comprehensive, competitive, transparent and representative plan to execute successfully the statutory missions of the collective.

The expertise of the Board of Directors and Advisory Committees chosen to run MLC is, in our opinion, unparalleled. The Board and Committees are comprised of, among others, professional songwriters and veteran music publisher representatives who possess a keen understanding of what it takes to execute and administer mechanical licenses for musical works, and those with substantial experience in operations, including, particularly, the technologies required to manage copyrights and collect and pay royalties.

The signatories to this letter have supported and/or intend to support MLC. We are participating in and look forward to helping implement the processes laid out in MLC’s submission and believe that the duties and responsibilities of the statutorily mandated collective will be best carried out by the individuals selected to MLC’s Board and Committees and the procedures and technology MLC proposes. MLC is indisputably the industry-consensus choice for selection as the collective.

Please contact us if you have any questions about our official endorsement of MLC for designation as the collective.

Sincerely, ABKCO | AdRev | Alfred Music Publishing | Altadena | Angry Mob Music | APM Music | Atlas Music Publishing | Bethel Music | Bienstock Empire, Inc | Big Deal Music | Big Machine Music | Big Yellow Dog Music | Black River Entertainment | Blanjie Records Entertainment | BMG | Bocephus Music | Bourne Co. | busbee | Canticle Distributing | Casablanca Media Publishing | Co Co Head Music Publishers | Combustion Music | Concord Music | Curb | Word Entertainment | Demi Music | Disney Music Publishing | Domino Music Publishing | Downtown Music Publishing | Duchamp, Inc | Earth Mama/Rouse House | Emack Music Publishing | Emily Music | Entity Productions | ECS Publishing | Featherbed Music | Flea Market Music, Inc. | Fluid Music Revolution | Fox Music | Glassbeat Music | Great Big River Music | HD Music Now | HoriPro Entertainment | Hurewitz and Company | Indigi Music | Integrity Music | Italian Book Corp. | Jamaica Marlana Music | Kobalt Music | Leeds Music | Levosia | Linfaldia | Linz Music | Linzer Music | Lipservices | Lost Square Music (A Division Of Brasstacks) | Major Bob Music | M’Bubba Music | Materia Collective | Maxwood Music | Me Gusta Music | Megatrax | Melodic Gold Music | Midnight Syndicate | Missing Link Music | Money Made Publishing | MorningStar Music | Morris Music, Inc. | MPL | Music Asset Management | Music Copyright Consultant Group, LLC | New Au Courant Music | North Music Group | Notable Music | Notewrite Music | Nunn Publishing Company | Okin Music | ole | Pavane Publishing | peermusic | PEN Music Group | Polido Lake Publishing | Position Music | Pulse Music Group | Raleigh Music Publishing | Rarespark Media | Reach Music Publishing | Reel Muzik Werks, LLC | Reservoir | Rio Nuevo Entertainment | Roryn Parti Music | Ross Golan | Round Hill Music | Sea Gayle Music | Sean C Smith Music | Secret Road Publishing | Shapiro Bernstein & Co. | Sickface Music | Soljak Publishing | Somerset Songs Publishing, Inc. | Songtrust | Sony/ATV, EMI | Sound Oasis Productions | Spirit Music Group | Spobs Music, Inc | SSGM Records | Superior Music Corporation | Talbot Music Publishing, Inc. | Ten Ten Music Group | The Administration MP, Inc. | The Royalty Network | Third Side Music | Thorpe Music Publishing | TKO Artist Management & Tokeco Tunes | Tresóna | Triad Productions | Trillenium Music Company | TRO Essex Music Group | tunecore | Tyranny Ink Music | U2X Productions | United Methodist Publishing House | Universal Music Publishing Group | Victoria N Music LLC | Vox Tigris Publishing | Walter Kent Music | Warner/Chappell | Warp Publishing | Watershed Music Group | Whooping Crane Music, Inc. | Wixen Music Publishing | Wonderlous Music | Wrensong citNgie anal SEAGA= 111111111,1bl ~ tyNe IPMUORKEMISCI Demi Music Corp. ATLAS

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25 MADISON AVENUE NEW YORK NY 10010

PETER BRODSKY EXECUTIVE VICE PRESIDENT, BUSINESS AND LEGAL AFFAIRS

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Sony/ATV Music Publishing LLC ("Sony") to express Sony's exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act (the "MMA").

Sony is the largest music publisher in the United States and in the world. Sony owns the exclusive rights to license millions of musical works written by tens of thousands of songwriters, including for use in Section 115 covered activities. Sony has for well over the last three years licensed these rights to digital services through the Section 115 compulsory licensing process and, in some cases, through voluntary licenses.'

Sony owns the exclusive rights to license many of the most successful and valuable musical work catalogs of all time, including Jobete (Motown), Lennon/McCartney, Leonard Cohen, Bob Dylan, Duke Ellington, Leiber/Stoller and Carole King, and songs written by countless contemporary artists such as Lady Gaga, Miranda Lambert, Pharrell Williams, Sara Bareilles and Taylor Swift. The works to which Sony owns such exclusive rights includes many of the world's best known and most popular songs, including "Ain't No Mountain High Enough," "All You Need Is Love," "Blue Moon," "Bohemian Rhapsody," "Can't Take My Eyes Off You," "Daydream Believer," "Every Breath You Take," "Have Yourself A Merry Little Christmas," "Hey Jude," "How Sweet It Is," "I Heard It Through The Grape Vine," "The James Bond Theme," "Let's Get It On," "Let It Be," "Mamma Mia," "Maggie May," "Over The Rainbow," "Shout," "Singin' In The Rain," "Start Me Up," "That's The Way (I Like It)," "The Loco-Motion," "We Are The Champions," "We Will Rock You," "What's Going On," "Wild Thing," "Yesterday," "You've Got A Friend" and "You've Lost That Loving Feeling," to name just a few.

Sony believes that MLC is the entity best suited to fulfill the statutory obligations of the collective. MLC was created by musical work copyright owners with assistance and input from their trade groups and other experienced professionals and stakeholders across the music industry. The

' Sony has, and since 2012 has had, in addition to its other rights in musical works, the exclusive rights to license (and has licensed to digital services for use in covered activities) the rights to musical works owned by EMI Music Publishing. EMI Music Publishing is now wholly-owned by Sony's parent company, Sony Corporation. individuals chosen to serve on MLC's board of directors and advisory committees are particularly well-suited to the task of running the collective, as they have the requisite operational and technological expertise, including expertise in the administration of mechanical licenses for musical works and the technologies required to identify rights holders, manage copyrights, and collect and pay royalties.

Sony has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. I have been selected to serve as one of the music publisher members of MLC's initial board of directors, and my colleague Bill Starke, our company's Chief Technology Officer who has worked in the industry for over twenty-five years and whose operational expertise is, in my view, unrivaled, has been named to MLC's initial Operations Advisory Committee. Sony intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about Sony's support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

eter S. Brodsky

2 EXHIBIT 11-C Kobalt' Kobalt Music Publishing America, Inc. 2 Gansevoort Street, 6 1h Floor New York, NY 10014 United States

Tel: +1(212) 247-6204 www.kobaltmusic.com

March 18, 2019

Karyn A. Temple Acting Register of Copyrights U.S. Copyright Office 101 Independence Ave., S.E. Washington, DC 20559-6000

Dear Ms. Temple:

I am writing on behalf of Kobalt Music Publishing America, Inc ("Kobalt") regarding the Copyright Office's notice of inquiry seeking public comment regarding the designation of a mechanical licensing collective for administering the blanket licensing system set forth in the Music Modernization Act ("MMA"). Specifically, I write to inform you that Kobalt exclusively endorses and supports Mechanical Licensing Collective ("MLC") for designation as the collective.

Kobalt, a division of Kobalt Music Group, is an independent music publisher • that provides administrative and creative services and represents on average more than 40% of the top 100 songs and albums in the US and UK. Kobalt has the exclusive right to license musical works by Childish Gambino, Miles Davis, Dave Grohl (of the Foo Fighters), Enrique Iglesias, Lauv, Lorde, Zayn Malik, Bob Marley, Marshmello, Max Martin, Paul McCartney, Elvis Presley, The Weeknd, among many others, including in Section 115 covered activities in the United States.

Kobalt's mission is to make the music industry more fair and rewarding for creators, emphasizing freedom and transparency. Kobalt has been an industry-leader in the development and implementation of innovative technology that serves that mission, including the Kobalt Portal, which provides data to creators and allows them direct and continuously-updated access to their royalty accounts; KTech, which manages rights, and tracks, collects and pay royalties across disparate markets, with the collected data accessible through the Kobalt Portal; and ProKlaim, an advanced detection platform that detects uses of musical works and sound recordings on YouTube and that has resulted in significantly increased songwriter and artist revenue from that platform.

Kobalt believes that the Copyright Office should designate MLC because it is in the best position to fulfill the goals of the MMA and ensure that the creators and licensors of music receive fair and efficient payment when their works are streamed digitally. In our view, there is no other organization that can match MLC's commitment to the MMA's goals and its ability to meet the challenges of licensing mechanical rights in musical works in the digital era. MLC was created by copyright owners in collaboration with numerous stakeholders throughout the music and technology industries. The board of directors and advisory committees chosen to run MLC are experienced professionals with varied backgrounds including with operational, technological, K 1 Kobalt Music Publishing America, Inc. Kobalt® 2 Gansevoort Street, 6th Floor New York, NY 10014 United States

Tel: +1(212) 247-6204 www.kobaltmusic.com rights, royalty management, and songwriting expertise; they are uniquely equipped to ensure MLC achieves its vital statutory objectives.

Kobalt has supported and endorsed MLC from its inception, and will continue to support it going forward. I was chosen to serve on MLC's initial board of directors as a music publisher representative, and Scott Farrant, Kobalt's Head of Global Publishing Operations, was chosen as an member of MLC's initial Operations Advisory Committee. Scott has over thirty years of music publishing experience, and has worked for major and independent publishers in operations, international, copyright, licensing, creative, and business development roles. His wealth of experience, operational skills, and knowledge of industry issues and technology will serve the Operations Advisory Committee and MLC well. I believe that my role as Kobalt's point of contact with digital services and my extensive experience negotiating publishing transactions, coupled with my long-term experience running a mechanical licensing group on the licensee side at at major record label for years, will assist me in serving MLC on its board. Kobalt intends to license musical works through MLC, and is committed to working with MLC to integrate its musical work data into MLC's musical works database and to providing other assistance to MLC as needed.

Please do not hesitate to contact me if you have any questions regarding Kobalt's endorsement of MLC.

Sincerely,

an Executive Vice President, Global Digital Partnerships

K 2 EXHIBIT 11-D March 18, 2019 Peel Muzik Werks, LLC Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Reel Muzik Werks to express Reel Muzik Werk's exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Reel Muzik Werks believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC's board of directors and advisory committees have expertise required to run the collective.

Reel Muzik Werks is an independent music publisher, meaning that Reel Muzik Werks is not owned by or affiliated with a record label. We provide full service Music Rights Management. We specialize in Global Writer/Publisher Administration, Licensing & Clearance and Music Supervision for all Media. RMW services include management of Performance, Mechanical, Neighboring and Secondary Rights. Our clients include American Greetings, ITV America, Richie Ramone and SeaWorld just to name a few. We received a Grammy Nomination this year for our song Amiga Mia by Los Van Van, this song is part of a 10,000 Cuban music genre catalogue that Reel Muzik Werks publishes.

Reel Muzik Werks is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Reel Muzik Werks has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Reel Muzik Werks has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. In my capacity as President & CEO of Reel Muzik Werks and as the National Chair of the Association of Independent Music Publishers, I served on the selection committee who were responsible for helping identify the candidates for the MLC board and committees. I am an industry veteran. My executive experience includes a background in performing rights management and overseeing major studio and network television music departments. Additionally, my experience in creating, protecting and monetizing music copyrights is well known and has earned me the highest level of respect worldwide. VIOD`S)itiBMAIZ11W1]3d

1 1 1 1 1 1 1 1 1 1 1 1 1 1 2321 Posecrans Avenue Suite 1255 El Segundo. California 90245 t: 310.321.5621 f: 310.321.5629 [email protected] Register of Copyrights March 18, 2019 Page 2

Reel Muzik Werks intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about Reel Muzik Werks' support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

( -- L Teri Nelson Carpenter President & CEO

Offer Letter-Samantha Schilling Robinson EXHIBIT 11-E reach

publishing 4201 West Burbank Blvd., Burbank CA 91505 * Tel 818-841-8222 »[email protected]

March 15,2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington. DC 20540

Dear Register,

I write on behalf of Reach Music Publishing, Inc. to express Reach's exclusive endorsement of and support for Mechanical Licensing Collective (“MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Reach believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC ’s board of directors and advisory committees have expertise required to run the collective.

Reach is an independent music publisher. I founded Reach in 1993 in New York City. Reach has always taken a hands-on, grass roots approach to music publishing, cultivating and supporting some of the world's most talented songwriters. Our roster includes such diverse talents as Common. John Mayer. Jack Johnson. Lisa Loeb and Public Enemy's Chuck D whose musical works copyrights we represent and administer in the US and throughout the world. Our representation of these songwriters includes facilitating collections from major digital sources in the US, including Spotify, YouTube, Amazon, and Apple Music

Reach is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Reach has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Reach has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. Reach intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and afier the license availability date.

Please contact me if you have any questions about Reach's support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

President/Founder Reach Music Publishing, Inc. EXHIBIT 11-F t-- I -z %,peermusrc--G42. a-

March 15,2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I am writing on behalf of peermusic to convey its exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated by the Copyright Office as the entity that will administer the new blanket mechanical license created by the Music Modernization Act of 2018 ("MMA").

The largest independent music publisher in the world, peermusic was founded over ninety years ago by Ralph S. Peer and is led today by Ralph Peer, II, and his daughter Mary Megan Peer. It now represents interests in over 450,000 compositions, and has the exclusive right to license those works for use in Section 1 15 covered activities in the United States. Over the decades, peermusic's roster has penned such hits and classics as "You Are My Sunshine," "Georgia On My Mind," "Besame Mucho," "Stardust," "Not Fade Away," "Old Time Rock and Roll," "Walk Like An Egyptian," "Ri.rg My Bell," "I Have Nothing," "Mambo No. 5 (A Little Bit Of...)," "Come On Over Baby," "Me Against The Music," "You Raise Me LJp," "Firework," "(Jmbrella," "single Ladies (Put A Ring On It)," and 'oJealous," in addition to works by great American classical composers such as Charles Ives, Lou Harrison, and Morten Lauridsen.

MLC has peermusic's full support because MLC is the entity that is uniquely and best equipped and positioned to carry out the duties and requirements of the statutory collective and a primary purpose of the MMA - identifring owners of rights in musical works and getting digital royalties into the hands of those to whom those royalties rightfully belong.

MLC was created and will be run by songwriters and copyright owners who understand every aspect of the business. MLC's board and committees are comprised of people with varied and diverse skills, backgrounds and viewpoints, including many of the industry's leading experts in music licensing, operations, royalty distribution, and technology. As an independent publisher, peermusic is excited that so many independent publishers have chosen to endorse, support, and provide their viewpoints and expertise to MLC. Representatives of independent publishers as unique and diverse as ABKCO, Atlas, Big Machine, Concord, Downtown, PEN, Pulse, Reservoir, Round Hill, The Royalty Network, Third Side, and TRO have seats on MLC's board and committees. Many other independent publisher representatives served on the publisher advisory panel that selected, vetted and interviewed the initial slate of MLC's board and committee member candidates.

From our top executives to our creative, copyright, and royalty teams, peermusic has supported and intends to continue providing support to MLC. I have been selected and would be honored to

901 West Alameda Avenue, Suite 108, Burbank, California 91506 Register of Copyrights March 15.2019 serve as one of the music publisher members of MLC's initial board of directors. All of us at peermusic intend to work with MLC to ensure that our musical work data is incorporated into the musical works database, and we further intend to license musical works through MLC once it is designated as the collective and after the license availability date.

If you have any questions about peermusic's endorsement of MLC, please feel free to contact me.

Sincerely,

Timothy A. Cfhan

Legal and Business Affairs EXHIBIT 11-G MUSIC, INC. a co85 FIFTH AVENUE, NEW YORK, NY 10003

March 15, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

write on behalf of ABKCO Music, Inc. ("ABKCO"), one of the world's leading independent music publishing companies, to express ABKCO's exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the statutory collective pursuant to the Music Modernization Act.

Founded over 50 years ago, ABKCO is home to the songwriter catalogs of Sam Cooke, Mick Jagger and Keith Richards, Ray and Dave Davies, Pete Townshend, Bobby Womack, and more. As the owner or exclusive administrator of these catalogs, ABKCO exclusively licenses the rights to engage and to licenses others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of m usical works in the United States), and it has, prior and during the last three full calendar years, licensed its rights in and to musical works to digital music providers for use in activities covered under Section 115.

As part of the committee that helped to draft the MMA, ABKCO appreciates the value of collective licensing and strongly believes that MLC is best suited to fulfill the statutory obligations of the collective, a nd that the individuals chosen to serve on MLC's board of directors and advisory committees have the expertise to operate the collective. ABKCO has already provided substantial support to MLC and intends to continue to provide support to MLC in the future. ABKCO intends to incorporate our musical works information into MLC's musical works database and to license musical works through MLC.

a m proud to have been selected to serve as one of the music publisher members of MLC's initial Board of Directors. I have worked at ABKCO since 1985 and currently serve as its C00. I oversee all operations, business development, and global licensing. I also serve as President of the Association of Independent M usic Publishers' New York Chapter and on the board of the RIAA.

Please contact me if you have any questions about ABKCO or its support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

Alis of n Chie ating Officer

cc: Jody Klein EXHIBIT 11-H Songtrust

March 20th, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I am the co-founder and Chief Strategy Officer of Songtrust, the world's largest digital rights management platform. I write to convey Songtrust's exclusive endorsement of and support for Mechanical Licensing Collecting ("MLC") be designated by the Register as the statutory licensing collective responsible for, inter alia, administering the blanket mechanical license pursuant to the Music Modernization Act.

Songtrust® is a digital solution that automates the music publishing administration process, including the collection of royalties from digital music providers. Songtrust was created by music publishing and technology experts with the goal of making music publishing administration available to anyone, anywhere. Songtrust empowers songwriters to take complete ownership of their publishing royalties. Our automated, cloud-based, self-service platfoitii allows them to save time, lower the cost of administration, and maximize their returns. Over the years, Songtrust has maintained successful relationships with more than 150,000 songwriters and tens of thousands of publishers because we offer complete transparency into royalty collection and income tracking.

MLC has the backing of Songtrust because we believe MLC is best equipped to tackle the complex technological challenges of music publishing administration. I have been selected as a member of MLC's Operations Advisory Committee, and the other appointed members of this committee are, in my view, among the most experienced and capable professionals in the operations and technology space. Should MLC be selected, I look forward to serving with these talented individuals who are, like me, are committed to ensuring that royalties for digital exploitations of musical works are collected and paid to the music creators to whom they belong.

Please feel free to contact me if you have any questions about Songtrust's support for MLC for designation as the statutory mechanical licensing collective.

Sincerely,

Joe Conyers III Co-Founder and Chief Strategy Officer ST Music LLC ("Songtrust") EXHIBIT 11-I

March 20, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Third Side Music to express Third Side Music’s exclusive endorsement of and support for Mechanical Licensing Collective (“MLC”) to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Third Side Music believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC’s board of directors and advisory committees have expertise required to run the collective.

Third Side Music is an independent music publisher. Third Side Music is a 100% independently owned synchronization licensing & copyright administration company based in Los Angeles & Montreal with worldwide reach, representing a growing catalogue of over 55,000 musical compositions. Represented writers and catalogues include Sofi Tucker, Courtney Barnett, Kurt Vile, Colin Stetson, The Clyde Otis Music Group, Galt MacDermott (composer of Hair musical) and many others.

Third Side Music is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Third Side Music has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Third Side Music has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. I have been selected to serve as one of the music publisher members of MLC’s initial Unclaimed Royalties Oversight Committee, and I am an entertainment lawyer with 20+ years experience handling business affairs at a high level, including negotiating all manner of publishing agreements (admin, co-publishing, sub-publishing, mechanical agreements, sampling, etc.) as well as negotiating agreements with DSPs and MROs in multiple territories. Beyond my participation as an MLC Committee Member, Third Side Music intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

1334 NOTRE-DAME STREET WEST, SUITE 2, MONTREAL, QC H3C 1K7 / 514.904.2757 / THIRDSIDEMUSIC.COM

Please contact me if you have any questions about Third Side Music’s support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

Patrick Curley President & CEO, Third Side Music

1334 NOTRE-DAME STREET WEST, SUITE 2, MONTREAL, QC H3C 1K7 / 514.904.2757 / THIRDSIDEMUSIC.COM

EXHIBIT 11-J

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear U.S. Copyright Office,

On behalf of Pulse Music Publishing (“Pulse”), I write to convey Pulse’s exclusive endorsement of and support for Mechanical Licensing Collective (“MLC”) to be designated as the Section 115 mechanical licensing collective.

Pulse strongly believes that MLC is the organization best suited to carry out the statutory responsibilities of the collective. MLC was created by copyright owners (including songwriters and independent and major music publishers) in collaboration with other music industry stakeholders. The individuals selected to serve on MLC’s board and committees are experienced, industry authorities in, among other areas, the areas of mechanical license administration, royalty collection and disbursement, operations, and technology.

Pulse is an independent music publisher founded in 2007 by two songwriters (including myself) and a record producer with the mission of fostering an environment where songwriters can reach their full artistic potential. Pulse’s family of songwriters include Bonnie McKee, Luke Laird, Natalie Hemby, OZ, Romil Hemnani, Tommy English, Ty-Dolla $ign, OZ, Starrah, 2018 Grammy Award winner, Yebba, and many more. Pulse’s talented cadre of songwriters have worked on many top songs, including titles such as Camilla Cabello’s “Havana feat. Young Thug,” Maroon 5’s “Girl Like You feat. Cardi B,” and Travis Scott’s “Sicko Mode.” Pulse owns or exclusively licenses the rights to use musical works written by its songwriters in Section 115 covered activities in the United States and has licensed these rights to digital music providers during (and prior to) the last three full calendar years.

Pulse enthusiastically supports MLC and intends to continue doing so moving forward. I have been named as one of the music publisher representatives on MLC’s first board of directors, an honor that I will not take lightly. Pulse also intends to work with MLC to incorporate Pulse’s musical work information into MLC’s database, and to license musical works through MLC once it is operational.

I am available for any questions concerning Pulse’s support for and endorsement of MLC for designation as the Section 115 mechanical licensing collective.

Sincerely,

Scott Cutler Chief Executive Officer, Pulse

EXHIBIT 11-K PEN MUSIC GROUP

12456 Ventura Blvd. Ste 3, Studio City, CA 91604-2484 • Phone: 818-766-9200 • Fax: 818-766-9201 • penmusic.com

March 19, 2019

Register Of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC. 20540

Dear Register:

I write on behalf of PEN Music Group, Inc. ("PEN") to express its exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act of 2018.

PEN believes that MLC is the entity best suited to fulfill the statutory obligations of the collec- tive, and that the individuals chosen to serve on MLC's board of directors and advisory com- mittees have the necessary expertise required to run the collective.

PEN is an independent music publisher celebrating its 25th anniversary in 2019. We represent the catalogs of artists such as Don Felder (formerly of The Eagles), Olivia Newton-John, Wendy Waldman, Philippe Saisse, and Gina Schock (of the GoGos), among many others.

PEN is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the U.S.). PEN has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

PEN has already provided considerable support to MLC and fully intends to continue to pro- vide support to MLC in the future. I personally have been selected to serve as one of the music publisher members of MLC's initial Unclaimed Royalties Oversight Committee. For the last 4 years I was President of The Association Of Independent Music Publishers (AIMP) and was Vice President for 2 years before that; I am very familiar with and engage in all issues of importance to independent music publishers worldwide. Beyond my involvement on the Com- mittee, PEN intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me at michael(&penmusic.com or 818-766-9200 if you have any questions about PEN's support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

S. ce

ael Eames President EXHIBIT 11-L

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Round Hill Music to express our exclusive endorsement of and support for Mechanical Licensing Collective (“MLC”) to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Round Hill Music believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC’s board of directors and advisory committees have expertise required to run the collective.

Round Hill Music is an independent music publisher. We offer a wide range of services including creative services, rights management, and production music, with a core focus of our business on music publishing.

Round Hill Music is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Round Hill Music has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Round Hill Music has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. Michael Lau, Round Hill Music’s COO and CTO, has been selected to serve as one of the music publisher members of MLC’s initial Operations Advisory Committee, and will bring his years of experience as head of administration and royalty operation as well as system design to ensure the specifications and responsibilities of the chosen vendor will fulfill the current and future needs of the industry. Beyond Michael’s role on this Committee, Round Hill Music intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about Round Hill Music’s support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

Neil Gillis President, Round Hill Music

Round Hill Music Round Hill Music Nashville Round Hill Music LA / Zync Music Round Hill Carlin 650 Fifth Avenue, Suite 1420 1802 Grand Avenue 1411 5th Street, Suite 305 Clearwater Yard New York, NY 10019 Nashville, TN 37212 Santa Monica, CA 90401 35 Inverness Street 212.380.0080 615.292.5100 310.451.4100 Camden, London, NW1 7HB +44 (0)207 7343251 www.roundhillmusic.com

EXHIBIT 11-M BMG BMG

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of BMG Rights Management (US) LLC ("BMG") to express BMG's exclusive endorsement of, and support for, Mechanical Licensing Collective ("MLC") to be designated as the statutory collective pursuant to the Music Modernization Act (the "MMA"). BMG believes that MLC is the entity best suited to fulfill the statutory mandate of the MMA, including to administer the new blanket mechanical license.

BMG is a leading international music publishing company with a catalog of over 2.5 million musical works. BMG represents a diverse and talented collection of songwriters, including 21 Savage, Alice in Chains, Billy Idol, Blondie, Bruno Mars, Burt Bacharach, David Bowie, Death Cab for Cutie, Frank Ocean, George Ezra, Hayes Car11, Jeff Tweedy, Johnny Cash, John Legend, Kings of Leon, Kurt Cobain, Kylie Minogue, Lenny Kravitz, Roger Waters, Ringo Starr, Robbie Williams, Sufi an Stevens, Tame Impala, Yusuf/Cat Stevens, and many more. BMG has the exclusive right to license musical works in its catalog works for use in Section 115 covered activities in the United States, which rights it has licensed to digital music providers for well over the preceding three calendar years.

BMG is an industry leader in rights administration and royalty management systems, and its state of the art technologies have been designed to reflect BMG's core values of fairness, transparency and service.

BMG exclusively endorses MLC because it believes MLC is the organization best suited to successfully execute the responsibilities of the statutory collective and the core mission of the MMA: to identify rights owners and ensure that they are timely paid what they are owed by digital services. MLC was created by copyright owners and songwriters themselves, with the help and support of leaders across the music industry. MLC's board and advisory committees consist of a deep bench of individuals with expertise in rights administration, royalty payment, and new and emerging technologies.

BMG RIGHTS MANAGEMENT (US) LLC

1 Park Avenue • 18th floor Phone +1 212 561-3527 Mail keith hauprich@bmg corn New York • NY 10016 Fax +1 212 683-2040 Internet www.bmg.com U.S.A. Bine

Throughout its creation, BMG has supported MLC, and will continue to do so if it is designated us the statutory collective. BMO will work with MI,C to integrate BMG's musical works data into MLC's database, so and intends to license musical works through MLC after the license availability date.

I am available to the Register should you have any questions concerning BMG's endorsement of MLC.

Sincere!

K C [lauprich General Counsel & SVP Business & Legal Affairs, N. America

- 2 - EXHIBIT 11-N WARNER/CHAPPELL MUSIC, INC.

Paul Kahn 777 S. Santa Fe Ave. Executive Vice President and Los Angeles, California 90021 Chief Financial Officer Telephone: (310) 441-8618 [email protected]

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register:

I write on behalf of Warner/Chappell Music, Inc. ("WCM") to convey WCM's exclusive endorsement and support for Mechanical Licensing Collective ("MLC") , and to advocate for its designation as the statutory collective responsible for administering the blanket mechanical license pursuant to the Music Modernization Act (the "MMA").

WCM is a global music publishing company, which owns (and for the preceding three full calendar years has owned) the exclusive rights to license over one million musical compositions for use in covered activities in the United States. Assembled over decades, our award-winning catalog includes songs written by over 70,000 songwriters and composers in a diverse range of genres, including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel. The catalog includes works written by songwriters such as Beyonce, James Brown, Michael Buhl& Eric Clapton, Dr. Dre, George and Ira Gershwin, Green Day, Jay Z, Kool & the Gang, Lady Antebellum, Kendrick Lamar, Led Zeppelin, Little Big Town, Madonna, George Michael, Lin-Manuel Miranda, Van Morrison, Muse, Kacey Musgraves, Katy Perry, Cole Porter, The Ramones, Rihanna, Stephen Sondheim, Chris Stapleton, Barry White, John Williams, and Pharrell Williams, among many others, and both current hits and "evergreen" standards, including "Dream A Little Dream Of Me," "Build Me Up Buttercup," "Ain't No Stopping Us Now," "Layla," "Eye Of The Tiger," "Livin' La Vida Loca," "Crazy In Love," "Uptown Funk," and so many more. WCM believes that MLC is the organization best equipped to carry out the mandate of the MMA. It is uniquely positioned to create a platform that will identify rights owners and ensure that they are paid what they are owed by digital services and in a timely fashion. MLC was created by copyright owners with the assistance of their trade organizations and the advice of technology experts and constituents across the music industry. The members of MLC's board of directors and advisory committees were carefully selected in an open and competitive process, bring to the endeavor varied experiences and perspectives, and include some of the music industry's preeminent leaders in rights administration, royalty management, operations and technology.

WCM is proud to have supported MLC's formation, and intends to continue providing support. I have been selected to serve as an inaugural member of the company's board. WCM further intends to work closely with MLC to incorporate its musical compositions data into MLC's database, and intends to license musical compositions through MLC as soon as possible. WCM is committed to the success of MLC and will provide additional assistance as needed.

I am happy to answer any questions concerning WCM's endorsement of, and support for, MLC.

Sinc ely,

Paul Kahn Executive Vice President and Chief Financial Officer EXHIBIT 11-O DOWNTOWN

March 20, 2019

Register of Copyrights U.5. Copyright Office 101 independence Ave SE Washington, DC 20540

Dear Register,

I am the founder and Chief Executive Officer of Downtown Music Publishing ("Downtown"). I write to express Downtown's exclusive endorsement of and support for the Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Hatch-Goodlatte Music Modernization Act ("MMA").

Downtown is one of the world's premier independent music publishers. Downtown was created in 2007 with the twin goals of fostering the partnership between writer and publisher, and modernizing the publishing industry by embracing technology and digital opportunities.

Downtown owns (and has for the well over the preceding three calendar years owned) exclusive rights to license musical works for use in Section 115 covered activities, and has for well over the preceding three calendar years licensed those rights to digital services. Downtown's musical works catalog spans over seventy years' of popular song, film score, and musical theatre, and includes the works of such diverse and accomplished songwriters as John Lennon & Yoko Ono, Ryan Tedder, The Kinks' Ray Davies, Hans Zimmer, John Prine, Motley Crue's Nikki Sixx, Tori Amos, Shaggy, Santigold, Neon Trees, and One Direction. The success of our songwriters has led Billboard Magazine to repeatedly rank Downtown as one of the top ten music publishers in the United States.

Our in-house technology division, Songtrust, provides a digital rights management platform which helps songwriters and rightsholders collect music publishing royalties throughout the world, servicing over 150,000 creators.

Downtown enthusiastically endorses MLC because it believes MLC is uniquely qualified to accomplish the goals of the MMA. MLC was created by music creators and rights holders who have a clear understanding of the challenges presented, and who sought input and buy-in from interested parties throughout the music and technology

485 Broadway, 3rd Floor, New York. NY 10013 * +1 212.461.1449 ; dmpgroup.com industries. The individuals chosen for the MLC's board of directors and its advisory committees bring to the operation diverse viewpoints, skills and experience, including in technology, operations, rights management, and royalty collection and distribution. It is clear to me that the MLC is the entity most capable of fairly and competently administering the new blanket license and collecting and distributing royalties.

Downtown is proud to include two of its own in those ranks. Sean McGraw, a member of the Dispute Resolution Committee, is our Vice President for Licensing/Administration and has worked at Downtown since its founding. He will lend his expertise in sync licensing protocol and skill in developing proper standards and practices, among other talents. Joe Conyers III, a member of the Operations Advisory Committee, is Downtown's Vice President of Technology and the General Manager and co-founder of Songtrust. His knowledge of product management and technology and his aptitude in digital partnerships and licensing will serve the MLC well.

We have supported the MLC from its founding and intend to continue to do so after its designation by the Register. We also intend to incorporate our musical works information into MLC's musical works database and to license musical works through MLC.

Please contact me if the Copyright Office would like any otherinformation regarding Downtown's support for the MLC. I would be happy to discuss it further.

Sincerely,

Justin Kalifowitz Chief Executive Officer

485 Broadway, 3rd Floor,New York, NY 10013 i +1 212.461.1449 i dmpgroup.com EXHIBIT 11-P Universal A L Pp

Universal Music Publishing Group

DAVID KOKAKIS Chief Counsel

March 21, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Re: MLC — Letter of Endorsement

Dear Register:

On behalf of Universal Music Publishing Group ("UMPG"), I write to inform you that UMPG exclusively endorses the Mechanical Licensing Collective (the "MLC") to be designated as the statutory collective responsible for administering the new blanket licensing system pursuant to the Music Modernization Act (the "MMA").

UMPG is one of the world's largest music publishing companies. UMPG currently owns, and for decades has owned, the exclusive rights to license millions of musical compositions for use in covered activities in the United States, including licensing those rights to digital music providers. Our catalog includes some of the world's most popular songs. Some of our most widely known and successful songwriters include: ABBA, Adele, Ariana Grande, The Beach Boys, Billy Joel, Britney Spears, Bruce Springsteen, Carly Simon, The Clash, Coldplay, Demi Lovato, Diane Warren, Dua Lipa, Elton John, Eminem, Florence and the Machine, Halsey, Imagine Dragons, Jack White, Justin Bieber, Justin Timberlake, Keith Urban, Mumford & Sons, Mariah Carey, Maroon 5, Neil Diamond, Nick Jonas, Nicki Minaj, Paul Simon, Pearl Jam, Post Malone, Prince, Red Hot Chili Peppers, R.E.M., Sam Hunt, Selena Gomez, Shania Twain, Shawn Mendes, U2 and many others.

UMPG endorses the MLC because we believe it is the organization that is best equipped to fulfill the MMA's statutory obligations and its mission to ensure that musical work copyright owners are paid fairly and efficiently for digital uses of their works, and to solve the challenges of mechanical licensing in the digital age. The MLC was created by copyright owners (including songwriters, major and independent music publishers, and their trade organizations) with input from various stakeholders and coalition members across the music and technology industries. The MLC is governed by a board of directors and advisory committees selected through an open and

2100 COLORADO AVENUE SANTA MONICA, CA 90404-3504 t: 310 235 4948 f: 310 235 4906 e-mail: [email protected] www.umusicpub.com A UNIVERSAL MUSIC COMPANY competitive process by songwriters and music publishers. The MLC's board and committee members are an experienced and uniquely equipped group of individuals with diverse backgrounds and with operational, technological, rights and royalty management expertise.

Over the past several months, UMPG has supported the MLC and will continue to support the MLC going forward. I was chosen as one of the music publisher representatives to serve on the MLC's initial board of directors, and UMPG's Executive Vice President of Global Administration, John Reston, was appointed as an inaugural member of the MLC's Operations Advisory Committee. John has decades of operational experience in the music industry and leads UMPG's rights administration platform, which serves as the backbone of UMPG's business. I am confident his depth of knowledge and skills with rights management, royalty collection and disbursement, and technology will serve the MLC well. UMPG is committed to integrating its musical works data into the MLC's database and further intends to license musical works through the MLC once it is designated as the collective and after the license availability date.

Should the Register have questions about UMPG's endorsement of the MLC, please feel free to contact me. Thank you for your time and consideration.

Sincerely,

David Kokakis EXHIBIT 11-Q

March 19, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Reservoir Media Management (“Reservoir”) to express Reservoir’s exclusive endorsement of and support for Mechanical Licensing Collective (“MLC”) to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Reservoir believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC’s board of directors and advisory committees have expertise required to run the collective.

Reservoir is an independent music publisher founded as a family business in 2007 and today has offices in New York, Los Angeles, Nashville, Toronto, and London. Reservoir’s catalog includes hundreds of #1 releases world-wide and the company represents thousands of songwriters across the globe. Our archives include a range of works, from classics by Hoagy Carmichael and John Denver, to hits performed by major contemporary artists like Migos and 2Chainz.

Reservoir is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Reservoir has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Reservoir has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. I have been selected to serve as one of the music publisher members of MLC’s initial Operations Advisory Committee. Beyond my responsibilities on the Operations Advisory Committee, Reservoir intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about Reservoir’s support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

Rell Lafargue President & Chief Operating Officer

75 VARICK STREET 9TH FL NEW YORK, NY 10013 (P) 212.675.0541 (F) 212.675.0514 WWW.RESERVOIR-MEDIA.COM EXHIBIT 11-R The ROYALTYNETWORK, Inc. 224 W. 30th St. • Suite 1007 • New York, NY • 10001 • Ph: (212) 967-4300 • www.roynet.com

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of The Royalty Network, Inc. to express The Royalty Network's exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

The Royalty Network is an independent music publisher, representing a varied roster of songwriters including Bill Withers, Burt Bacharach, and Michael Render (Killer Mike), with works recorded by a diverse group of artists, such as Beyonce, Drake, Shaggy, Ariana Grande, Kelly Clarkson, J. Cole, Coldplay, and Cardi B.

The Royalty Network believes that MLC is the entity best suited to fulfill the statutory obligations of the collective. Further, the individuals chosen to serve on MLC's board of directors and advisory committees have the requisite expertise to run the collective in the manner most beneficial to rights holders, and in productive cooperation with music licensees.

The Royalty Network has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. I personally am honored to have been selected to serve as one of the publisher members of MLC's Unclaimed Royalties Oversight Committee.

I founded The Royalty Network in 1994 after beginning my career at Harry Fox Agency. I oversee all of the organization's operations. Over the past quarter-century, I have become intimately familiar with the challenges facing songwriters and publishers, and well-versed in the solutions promulgated by our industry in response to those challenges. I can say, without hesitation, that the MLC's committees are comprised of many of the most forward-thinking, technically competent, and conscientious problem-solvers ill our industry. These are the people that rights holders and licensees should want continuing to lead the way.

In addition to my responsibilities in my capacity as an MLC Committee Member, The Royalty Network intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

The Royalty Network is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 1 15 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). The Royalty Network has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Ca Office: 12711 Ventura Blvd. Suite 217 Studio City, Ca 91604 Please contact me if you have any questions about The Royalty Network's support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

Frank Liwall President, The Royalty Network EXHIBIT 11-S = T

March 15, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I am writing in my capacity as General Manager of Big Machine Music ("BMM"), to express BMM's exclusive endorsement of Mechanical Licensing Collective ("MLC") for designation by the Copyright Office as the statutory collective that will, inter alia, administer the new blanket mechanical license created by the Music Modernization Act of 2018 ("MMA").

BMM is an independent music publisher with a roster of hitmaking songwriters whose musical works have been recorded across genres by artists such as Reba, Blake Shelton, Ariana Grande, and Meghan Trainor, among others. BMM owns or exclusively licenses the rights to use musical works written by its songwriters in Section 115 covered activities in the United States, and has licensed these rights to digital music providers during (and prior to) the last three full calendar years.

BMM believes that MLC is the entity that is best able to carry out the responsibilities of the collective as set forth in the MMA, including ensuring that royalties for digital music streaming are paid, accurately and timely, to the correct owners of rights in musical works.

MLC was created and will be run by songwriters and copyright owners with a clear understanding of and experience in every facet of the digital music business. Its board and committees are made up of a diverse group of individuals with varied professional histories and skills, and include experts in the fields of licensing, operations, royalty distribution, and technology. I am excited that I have been asked to do the important work of serving on MLC's board as one of several representatives of independent music publishers tasked to run MLC.

BMM has supported and will continue to support MLC. BMM intends to work with MLC to make sure that its musical works information is integrated into MLC's musical works database, and also intends to license musical works through MLC's blanket license.

Please feel free to contact me with any questions about BMM's endorsement of MLC.

Sincerely,

Mike Molinar

General Manager EXHIBIT 11-T

NEW YORK · LONDON · LOS ANGELES · BERLIN · NASHVILLE · MIAMI

March 15, 2019

Ms. Karyn Temple Claggett Acting Register of Copyrights United States Copyright Office 101 Independence Avenue S.E. Washington, D.C. 20559

Dear Ms. Temple Claggett, I write on behalf of Concord Music Publishing (“Concord”) to convey Concord’s support for and exclusive endorsement of Mechanical Licensing Collective (“MLC”) to be selected as the organization designated by your office to serve as the mechanical licensing collective pursuant to the Music Modernization Act (the “MMA”). Concord is an independent, worldwide leader in music publishing, which owns or exclusively licenses the rights to engage in Section 115 covered activities in the United States for more than 390,000 musical works. For well over the last three years, Concord has licensed these rights to digital music providers. Concord is home to a diverse group of songwriters that spans generations and musical genres, including Arlo Guthrie, John Fogerty, Brenton Wood, Cyndi Lauper, Andrew Lloyd Webber, Glen Ballard, George Harrison, Ian Fitchuk, Leonard Bernstein, Marilyn Manson, Mark Ronson, M.I.A., Miles Davis, Marvin Hamlisch, Phil Collins, Rodgers & Hammerstein, Trent Reznor/Nine Inch Nails, and many more. Concord exclusively endorses and supports MLC because it is the organization that Concord believes can most successfully execute the MMA’s statutory mandate, including identifying and paying rights owners and administering the statutory blanket license. MLC was created by copyright owners and is run by individuals who understand the music industry ecosystem. MLC’s board and committees are populated with music industry thought-leaders and experts in the areas of operations, technology and license administration. Concord has supported MLC throughout its development and will continue to support it post-designation. I have been selected as one of MLC’s board members, and I greatly value the opportunity, on behalf of Concord, to serve as a voice for independent music publishers, while also representing and serving the interests of all copyright owners and songwriters in this significant and exciting endeavor. Concord will work with MLC to integrate Concord’s musical compositions information into the database established by MLC, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

1201 Demonbreun St, Suite 600 · Nashville, TN 37203 629.401.3906 · concord.com

Should you have any questions, I am happy to further discuss Concord’s endorsement of MLC.

Sincerely,

Evelyn Paglinawan Vice President, Legal & Business Affairs

1201 Demonbreun St, Suite 600 · Nashville, TN 37203 629.401.3906 · concord.com

EXHIBIT 11-U TRO ESSEX MUSIC GROUP

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of TRO Essex Music Group ("TRO Essex") to express its exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

TRO Essex believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC's board of directors and advisory committees have expertise required to run the collective.

TRO Essex is an independent music publisher. TRO Essex was founded 70 years ago and consists of nearly 50 publishing companies with offices around the world. Its catalog has over 25,000 titles written by over 850 songwriters in genres including folk, blues, hip hop, pop, jazz, popular standards, heavy metal, and rock.

TRO Essex is theowner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). TRO Essex has during the last three full calendar years licensed its rights in and to musical works to all digital music providers for use in covered activities.

TRO Essex has already provided considerable support to MLC and fully intends to continue to provide support to MLC in thefuture. Kathryn Ostien, Vice President of Music Publishing Affairs at TRO Essex, has been selected to serve as one of the music publisher members of MLC's initial Unclaimed Royalties Oversight Committee. She has over 20 years of experience in all aspects of the publishing business and has worked directly with all digital music providers since their inception. TRO Essex intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about TRO's support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

INDEPENDENT MUSIC PUBLISHER SINCE 1949 266 West 37th Street. 17th FI.. New York. NY 10018 I 212.594.9795 | troessexmusic.com EXHIBIT 11-V

6 East 39th Street, Suite 1104 New York, NY 10016

March 18, 2019

Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Atlas Music Publishing (“Atlas”) to express Atlas’ exclusive endorsement of and support for Mechanical Licensing Collective (“MLC”) to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Atlas believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC’s board of directors and advisory committees have expertise required to run the collective.

Atlas is an independent music publishing company established in 2013 with a roster of songwriters including Brandi Carlile, Brian Howes, Dan The Automator and Van Halen. Atlas is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Atlas has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Atlas has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. Phil Cialdella, Atlas COO and Partner, has been selected to serve as one of the music publisher members of MLC’s initial Unclaimed Royalties Oversight Committee. Phil has over two decades of music publishing experience. He founded the boutique music publishing company Wonderlous Music, and before that led administration and licensing at indie publishing pioneer Cherry Lane Music Publishing, where he helped to grow the Cherry Lane “back office” into a market-leading global administration platform with a “best-in-class” reputation in music publishing administration. Beyond Phil’s involvement as a Committee Member of the MLC, Atlas intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about Atlas’s support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincerely,

Richard Stumpf CEO / Partner Atlas Music Publishing, LLC EXHIBIT 11-W March 14, 2019

Register of Copyrights Wixen Music Publishing, Inc. U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear Register,

I write on behalf of Wixen Music Publishing, Inc. ("Wixen") to express its exclusive endorsement of and support for Mechanical Licensing Collective ("MLC") to be designated as the mechanical licensing collective pursuant to the Music Modernization Act.

Wixen believes that MLC is the entity best suited to fulfill the statutory obligations of the collective, and that the individuals chosen to serve on MLC's board of directors and advisory committees have expertise required to run the collective. We think it is imperative that this collective be guided and run by music publishers as opposed to organizations who have primarily worked for and with streaming services, or who have dismal track-records at maintaining accurate and complete data matching files.

Wixen is an independent music publisher that was founded in 1978 by myself. Wixen now represents over 2,000 individuals and publishing companies, including, to name a few, Tom Petty, Missy Elliott, Weezer, The Doors, Rage Against the Machine, Journey and Neil Young. By my own estimate, we control roughly 3% (by revenue) of the US music publishing market.

Wixen is the owner or the exclusive licensee of the rights to engage and to license others to engage in Section 115 covered activities (i.e., the making of digital phonorecord deliveries of musical works in the United States). Wixen has during the last three full calendar years licensed its rights in and to musical works to digital music providers for use in covered activities.

Wixen has already provided considerable support to MLC and fully intends to continue to provide support to MLC in the future. If MLC is designated as the mechanical licensing collective pursuant to the Music Modernization Act, Jason Rys, Wixen's Vice President for Copyright and Licensing Administration would serve as one of the music publisher members of MLC's initial Dispute Resolution Committee. Beyond this, Wixen intends to work with MLC to ensure that its musical work data is incorporated into the musical works database, and further intends to license musical works through MLC once it is designated as the collective and after the license availability date.

Please contact me if you have any questions about Wixen's support for and endorsement of MLC for designation as the mechanical licensing collective pursuant to the MMA.

Sincer

r

Randall •. Wixen Founder Wixen Music Publishing, Inc.

24025 Park Sorrento, Suite 130 • Calabasas, CA 91302-4003 • Tel. (818) 591-7355 • Fax. (818) 591-7178 EXHIBIT 11-X Register of Copyrights U.S. Copyright Office 101 Independence Ave SE Washington, DC 20540

Dear U.S. Copyright Office,

We write to express our exclusive endorsement of the nonprofit corporation Mechanical Licensing Collective (MLC) to be designated as the mechanical licensing collective pursuant to the MMA.

MLC was created by musical works copyright owners (including songwriters and major and independent music publishers), with the assistance of their trade groups and with input from other experienced professionals and stakeholders across the music industry, including many of the signatories to this letter. It is the product of collaboration between and among industry constituencies with diverse interests and perspectives, who came together to create an entity that is uniquely situated to carry out the collective’s responsibilities and to solve the challenges of mechanical licensing in the digital space. MLC’s submission for designation is the result of an open process that included input from all these constituencies and is, in our view, the most comprehensive, competitive, transparent and representative plan to execute successfully the statutory missions of the collective.

The expertise of the Board of Directors and Advisory Committees chosen to run MLC is, in our opinion, unparalleled. The Board and Committees are comprised of, among others, professional songwriters and veteran music publisher representatives who possess a keen understanding of what it takes to execute and administer mechanical licenses for musical works, and those with substantial experience in operations, including, particularly, the technologies required to manage copyrights and collect and pay royalties.

MLC is indisputably the industry-consensus choice for selection as the collective.

Please contact us if you have any questions about our official endorsement for the MLC submission.

Sincerely,

A2IM | AIMP (NY, Nashville, LA) | American Composers Alliance | Americana Music Association | AMRA | “And the Writer Is” | ASCAP | believe | BMI | California Copyright Conference | CMPA | Copyright Alliance | Creative Future | Exploration | Gospel Music Association | GMR | LaPolt Law | MPA | NMPA | NSAI | PMA | RIAA | SESAC | SONA | Sony Music | SoundExchange | Strategic Music Partnerships | Universal Music Group | Warner Music Group LAPOLTLAW A2IM [ismnnTN nn WE CREATE MUSIC

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