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Case 2:20-cv-01218-RSL-MLP Document 139 Filed 12/18/20 Page 1 of 29

1 THE HONORABLE RICHARD A. JONES 2 THE HONORABLE MARY ALICE THEILER 3 4 5 6 DISTRICT COURT 7 WESTERN DISTRICT OF AT 8

9 VICKY CORNELL, individually, and in No. 2:20-cv-01218−RAJ−MAT her capacity as the Personal Representative 10 of the Estate of Christopher John Cornell SECOND AMENDED COMPLAINT a/k/a , 11 JURY DEMAND Plaintiffs, 12 v. 13 , a purported 14 Washington General Partnership, KIM A. THAYIL, MATT D. CAMERON, 15 HUNTER BENEDICT SHEPHERD, RIT VENERUS and CAL FINANCIAL 16 GROUP, INC., 17 Defendants. 18

19 Plaintiff Vicky Cornell, individually and in her capacity as the Personal Representative of 20 the Estate of Christopher John Cornell (collectively, “Plaintiffs”), hereby files Plaintiffs’ First 21 Amended Complaint against defendants Soundgarden, , , Hunter 22 Benedict Shepherd, Rit Venerus, and Cal Financial Group, Inc. (collectively, “Defendants”). 23 24 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–1 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 I. INTRODUCTION

2 “Everybody out for my blood, everybody want my percent ... 3 They just want to take what is mine, how much more can they get.”

4 - Sweet Revenge 5 1. In 2009, Chris Cornell penned these lyrics about his former Soundgarden 6 bandmates after they unlawfully (and unsuccessfully) attempted to deprive him of his rights in 7 connection with the valuable musical works that he created for the . A decade later, and after 8 Chris’ untimely passing, these lyrics hauntingly resonate as his former bandmates, once again, 9 attempt to “take what is his” – or, more aptly, attempt to steal from his widow and minor children. 10 This wrongful conduct shamefully started shortly after Chris’ untimely death and ultimately left 11 his widow, Vicky Cornell, with no choice but to bring this lawsuit. 12 2. This case arises out of the disgraceful conduct of Chris’ former Soundgarden 13 bandmates – Kim Thayil, Matt Cameron, and – who, along with their business 14 manager, Rit Venerus, have wrongfully withheld hundreds of thousands of dollars indisputably 15 owed to Chris’ widow and minor children in an unlawful attempt to strong-arm Chris’ Estate into 16 turning over certain audio recordings created by Chris before he passed away. 17 3. The contents of the disputed audio recordings vary. However, as relevant here, the 18 disputed recordings consist of Chris’ vocal recordings for the musical works presently titled: 19 “Ahead of the Dog,” “Mermass,” “Cancer,” “Stone Age Mind,” “Road Less Traveled,” “At 20 Ophion’s Door,” and “Orphans.” Chris’ vocal recordings for these seven musical works were 1 21 recorded separately from the band (collectively, “Chris’ Vocal Recordings”). 22 4. In addition to exerting this financial pressure, Chris’ former band members have 23 menaced Chris’ family with false media statements intended to rile the cyber-stalkers who have

24 1 In their sworn interrogatory responses, the band members concede that – with the exception of one version 25 of “Cancer” – Chris’ Vocal Recordings were performed and recorded outside of their presence and were sent to them, upon completion, via demos. Moreover, there is no dispute between the parties as to who wrote the underlying 26 compositions. See Ex. A (conceding that Chris wrote all seven songs, in whole or in part); see also Dkt. 43 (noting that the band does not deny Chris’ authorship of the underlying compositions).

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–2 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 been making vile online accusations, as well as the real-life stalker, who was recently released 2 from federal prison after being incarcerated for threatening Vicky’s life. The former band members 3 have publicly broadcast, as well as leaked, misinformation regarding Vicky to intensify the hateful 4 targeting of Chris’ family, in an attempt to weaken Vicky’s resolve and have her relinquish 5 Plaintiffs’ rights in Chris’ Vocal Recordings. The band members have encouraged and fomented 6 these cyber-stalkers despite: (i) having been shown examples of the online hate directed towards 7 Chris’ children; (ii) pleas from Chris’ minor children to quell the online harassment; and 8 (iii) knowing that Chris’ family has needed FBI protection and remains susceptible to physical 9 harm. By knowingly imperiling Chris’ family – including his children, who are still grieving from 10 their father’s death – with such callous cruelty, the former band members have revealed their 11 monstrous avarice for Chris’ Vocal Recordings. 12 5. The band members’ shameful conduct towards Chris’ family is consistent with their 13 animus towards Chris, displayed when they failed to so much as turn around their tour bus upon 14 learning of Chris’ death and when they failed to check in with Chris’ grieving family.2 15 6. All of Chris’ copyright interests, including those embodied in Chris’ Vocal 16 Recordings, were bequeathed to Chris’ Estate for the benefit of his widow, Vicky, and their minor 17 children. Similarly, all of the rights in Chris’ name, likeness, voice, portrait, photograph, and other 18 indicia of his identity (“Name and Likeness”) are personal rights that belong to Chris and which 19 were bequeathed to Chris’ Estate for the benefit of his widow, Vicky, and their minor children. 20 7. Vicky long ago offered to share Chris’ Vocal Recordings with the band, provided 21 that the final recordings were released in a way that would respect her late husband’s legacy and 22 wishes (including to have his trusted producer involved in the process). The band refused, 23 however, on the erroneous contention that Chris’ Vocal Recordings are somehow the sole property 24

25 2 The band members’ disdain for Chris’ family was confirmed in their Counterclaim, in which they emphasized that they would not have performed at Chris’ Tribute Concert unless all proceeds were devoted to a 26 charitable foundation (which they indisputably were), suggesting that the band was otherwise unwilling to lend support to Chris’ family.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–3 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 of the Soundgarden partnership and that the band is entitled to unilaterally dictate how Chris’ 2 Vocal Recordings should be utilized and commercially exploited. In the band’s words, Chris’ 3 family possesses zero rights in Chris’ Vocal Recordings. (See Ex. A). 4 8. After rejecting Vicky’s offer to share Chris’ Vocal Recordings according to Chris’ 5 wishes, Defendants resorted to the above-described strong-arm tactics by withholding royalties 6 undeniably owed to Chris’ Estate (on which Chris’ three surviving children are dependent) and 7 rallying public animosity against Chris’ family. 8 9. Vicky brings this action as a last resort, as numerous attempts to work with the band 9 to ensure that Chris’ Vocal Recordings are released in a manner that honors Chris’ legacy and 10 wishes have failed. The band members insist that – the absence of any written agreement 11 notwithstanding – they solely own Chris’ Vocal Recordings and can use the recordings and Chris’ 12 Name and Likeness in any manner that they deem fit. 13 10. Through this action, Vicky seeks to vindicate her late-husband’s rights in the 14 disputed recordings, to recover the substantial sums of money and personal property that are being 15 unlawfully withheld by Venerus and the band, and to emphatically answer the lyrical question her 16 husband raised about his former bandmates, “how much more can they get?” NOTHING.

17 II. PARTIES, JURISDICTION, AND VENUE 18 A. The Parties. 19 11. Plaintiff Vicky Cornell (hereinafter, “Vicky”) is the widow of rock icon 20 Christopher John Cornell (né Boyle) (“Chris”), and the Personal Representative of the Estate of 21 Christopher John Cornell. Vicky married Chris in 2004, is the mother of their two minor children, 22 and the primary source of financial support for Chris’ first daughter from a prior marriage. Vicky 23 and Chris moved to the State of Florida in 2013. Even though Vicky and Chris have owned or 24 rented other properties since 2013 (including a home in New York),3 Florida has been Vicky’s 25

26 3 A certificate of occupancy for the New York home was not issued until October of 2016. Even after this date, flooding issues prevented the Cornell family from using their New York home.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–4 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 permanent and principal home since 2013. Vicky presently resides in Florida, is domiciled in 2 Florida, and intends to remain domiciled in Florida. 3 12. Plaintiff the Estate of Christopher John Cornell (the “Estate”) is Chris’ estate. Chris 4 was an internationally-renowned musician, singer, and – best known as the lead vocalist 5 for the rock bands Soundgarden and – with an octave-scaling voice and a signature 6 vocal belting technique. Chris’ last will and testament bequeathed his property, including his 7 intellectual and personal property rights, to Vicky for the benefit of her and their children. The 8 Estate has been probated in Florida, as Chris was domiciled in Florida at the time of his passing. 9 13. Defendant Soundgarden is a Washington General Partnership, with its principal 10 place of business in the State of Washington (“Partnership”). The Partnership was never 11 memorialized in a signed written agreement, and was created for the purpose of providing financial 12 benefits. Soundgarden is also the name of the band (“Band”) formed in Seattle, Washington in 13 1984. The Partnership claims to be the owner of many of the Band’s intellectual property rights, 14 as well as many of its musical works. The Partnership, either directly or through authorized agents, 15 sells, markets, promotes, streams, licenses, distributes, and otherwise exploits the Band’s musical 16 works through a variety of media. 17 14. Defendant Kim Thayil (“Thayil”) is an original Band member. Thayil was the lead 18 guitarist and played in the Band from 1984 until the Band dissolved in 1997, and then again when 19 the Band reformed in 2010 to the present date. Thayil is a partner in the Partnership. 20 15. Matt Cameron (“Cameron”) became the Band’s full-time drummer in 1986, and 21 played with the Band through the balance of its first stint, and then again from 2010 to the present 22 date. Cameron is a partner in the Partnership. 23 16. Ben Shepherd (“Shepherd”) formally joined the Band in 1990 as a , replacing 24 original Band member, . Shepherd was a Band member from 1990 through 1997, 25 and has been with the Band continuously since it regrouped in 2010. Shepherd is a partner in the 26 Partnership.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–5 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 17. Rit Venerus (“Venerus”) has at all relevant times served as the Band’s business 2 manager. After Chris’ passing, and prior to unlawfully withholding monies owed to Plaintiffs, 3 Venerus also rendered services to Plaintiffs, and continues to collect, oversee, and safeguard 4 amounts owed to Chris for Plaintiffs’ benefit. 5 18. Cal Financial Group (“Cal Financial”) is Venerus’ financial management firm, and 6 purports to provide “comprehensive financial management for clients in the fields of entertainment 7 and sports as well as high net worth individuals.” (See https://www.calfinancialgroup.com/).

8 B. Jurisdiction and Venue. 9 19. This Court possesses subject matter jurisdiction over this action because this action 10 arises, in part, under the Declaratory Relief Act, 28 U.S.C. § 2201 et seq., and requests a 11 declaration of rights arising under federal law. Specifically, Plaintiffs seek a declaration as to their 12 copyright ownership, rights, and interests in connection with Chris’ Vocal Recordings pursuant to 13 17 U.S.C. § 501 et seq., over which federal courts have original jurisdiction. This action presents 14 an actual case or controversy under Article III of the United States Constitution and serves the 15 essential purpose of clarifying and settling the legal rights at issue. 16 20. This Court possesses supplemental subject matter jurisdiction over the remaining 17 claims in this action pursuant to 28 U.S.C. § 1367(a) because these claims are so related to claims 18 in the action over which the Court has original jurisdiction that they form part of the same case or 19 controversy. 20 21. This Court additionally possesses diversity jurisdiction over this action pursuant to 21 28 U.S.C. § 1332 because, at all pertinent times, Vicky has been domiciled in Florida; the Estate, 22 which has been probated in Florida, is domiciled in Florida; Defendants are domiciled in different 23 states (Washington and ); and the amount in controversy exceeds $75,000.00, exclusive 24 of attorneys’ fees and costs. 25 22. This action was transferred to this Court from the United States District Court for 26 the Southern District of Florida upon motions filed by: (i) the Partnership, as well as Thayil,

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–6 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 Cameron, and Shepherd (collectively, the “Surviving Band Members”), and (ii) Venerus and Cal 2 Financial Group (collectively, the “Financial Defendants”). In their Motion, the Financial 3 Defendants expressly consented to this Court’s exercise of jurisdiction over them. (See Dkt. 40). 4 23. All conditions precedent to the prosecution of this action have been satisfied, 5 fulfilled, extinguished, waived, or otherwise executed.

6 III. FACTUAL BACKGROUND 7 A. Chris Creates the Seattle-Centric Movement. 8 24. In 1984, Chris (as vocalist and drummer) formed the Band alongside Thayil (guitar) 9 and Hiro Yamamoto (bass). In 1985, Scott Sundquist joined the band as a drummer to enable Chris 10 to concentrate on his vocals and rhythm guitar. 11 25. Chris quickly emerged as the Band’s chief songwriter, authoring virtually all of the 12 compositions, including the lyrics and melodies for the Band. 13 26. With Chris at the helm as its front man and chief songwriter, the Band became the 14 first grunge act to sign with legendary independent , and then earned the 15 distinction of being the first grunge band to sign with a major label, inking a deal with A&M 16 Records in 1989. The Band’s major label debut, , charted on the 17 chart, and the Band’s videos from the album received substantial rotation on MTV. 18 27. In 1991, after Shepherd replaced Hiro Yamamota as the Band’s bassist, the Band 19 recorded and released ,4 contemporaneously to Nirvana’s and Pearl 20 Jam’s Ten.5 Anchored by Chris’ unique vocals and compelling songwriting, Badmotorfinger 21 eclipsed the platinum sales mark and quickly rose up the Billboard 200. 22 23

24 4 Before Shepherd joined the Band, the Band members equally split all writing credits in four even shares, even though Chris was the primary author of the compositions. This practice changed after Shepherd’s arrival. 25 5 “[W]hile Nirvana was the band that the roof off the 90s rock movement, Soundgarden were the ones 26 that did the legwork.” Greg Prato, “Soundgarden: ‘We Never Got Used to the Success,’” Classic Rock (, 2005).

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–7 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 28. Unlike the creative process employed by most bands, Soundgarden’s was 2 not created by Band members jamming in a studio. Instead, Chris worked separately from his Band 3 members, sending them demos, which would include his vocal recordings or, at times, Chris’ vocal 4 recordings, together with Chris’ playing the guitar or a rendition of the musical expression that he 5 wished for his Band members to mimic. 6 29. Indeed, as Thayil has acknowledged, “a lot of the album [Badmotorfinger] was 7 initiated by demo tapes that Chris sent to the band.” Badmotorfinger was nominated for a Grammy 8 Award for Best Metal Performance in 1992, charted as one of the 100 top-selling of the 9 year, and has been hailed as one of the greatest rock albums of all time and as a genre-defining 10 grunge album.6 11 30. At the same time Badmotorfinger was climbing the charts, Chris also recorded an 12 album with his , called . Featuring seven solo compositions by Chris 13 (including the hit single “Hunger Strike”), and grounded in Chris’ distinctive vocal stylings, the 14 album went on to sell more than a million copies. 15 31. The confluence of the success of Badmotorfinger, Chris’ Temple of the Dog side 16 project, and the widespread public interest in the Seattle grunge movement (as memorialized in 17 ’s Gen X film, Singles) transformed the Band into a commercial phenomenon.7 18 By 1992, there were three Chris-related albums on the Billboard charts: Badmotorfinger, Temple 19 of the Dog, and the Singles movie-soundtrack. Following Badmotorfinger, Chris led the Band on 20 a series of immensely successful tours – first with 90s rock legends Guns N’ Roses, then with Skid 21 Row, and then at the 1992 festival. 22 23 24

25 6 In April 2019, Badmotorfinger was ranked No. # 2 on ’s “50 Greatest Grunge Albums.”

26 7 Singles featured a soundtrack containing previously unreleased cuts from the Band, , , , plus solo recordings from Chris under the name, Poncier.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–8 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 B. Driven By Songs Written Solely By Chris, the Album Launches the 2 Band to Massive Critical and Commercial Success. 3 32. In March of 1994, the Band released the album Superunknown. Superunknown 4 debuted at number 1 on the Billboard 200, was praised by the critics, and went on to sell more 8 5 than nine million copies worldwide. Notably, the two biggest singles on Superunknown – 6 “” and “” – were penned solely by Chris (as were most of the songs on 7 the album). 8 33. In 1996, following the success of Superunknown, the Band released the album 9 Down on the Upside. Once again, the biggest singles from that album – “,” 10 “,” and “Blow Up The Outside World” – were written solely by Chris. 11 C. Chris’ Success Transcends the Band Through His Work as a Solo Artist and with Audioslave. 12 34. In April of 1997, the Band announced that it was disbanding. However, Chris 13 continued to realize critically-acclaimed success as both a songwriter and vocalist, both through 14 his work as a solo artist and through his work as the lead singer of Audioslave. 15 35. As a solo artist, Chris released three albums, including , which 16 has been described as an “an alt-rock masterpiece.”9 Chris also composed and performed the 17 critically-praised theme song to the 2006 film Casino Royale – the first and only 18 American male solo artist to ever be commissioned to pen a theme song for the franchise. 19 36. As he had done with the Band, Chris led Audioslave to great success. In fact, due 20 in no small part to Chris’ resonance as a vocalist and songwriter, Audioslave (which was also 21 comprised of , , and ) released numerous hit singles, 22 including the songs “,” “Show Me How To Live,” and “Be Yourself.” 23 24

25 8 Superunknown has been lauded by Rolling Stone as one of the “Greatest Albums” of all time.

26 9 Corey Deiterman, “Euphoria Morning, Chris Cornell’s Unexpected Masterpiece,” Houston Press (Sept. 23, 2014).

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–9 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 D. Soundgarden Reunites While Chris Also Continues to Pursue His Successful Solo 2 Career. 3 37. In 2010, after a decade-plus hiatus (during which Chris was the only member of the 4 Band to maintain the level of success he had had as part of the Band), the Band regrouped and 5 headlined the Lollapalooza festival. A month later, “Black Rain,” the Band’s first single since 6 1997 – with lyrics authored solely by Chris – was released. That single, which was featured in the 7 video game : Warriors of Rock, went platinum. 8 38. Over the next few years, the Band released a number of additional albums, while 9 Chris also continued to perform as a solo act. However, due to competing commitments, the Band 10 did not tour again until 2017. 11 39. In early 2017, the Band announced its return to the road, with a mixture of 12 headlining gigs and previously announced festival sets. The 2017 tour launched on April 28 in 13 Tampa, Florida. However, in the early morning of May 18, 2017, after the Band’s performance at 14 the in , Michigan, Chris was tragically found dead in his hotel room. 15 40. Upon hearing the news of Chris’ tragic passing, the Surviving Band Members did 16 not see the need to turn the tour bus around, or reach out to support Vicky or console Chris’ 17 children. Instead, they flew home, collected their money from the tour, and showed up for the 18 funeral to shed crocodile tears and falsely promise, “we’ll always be there for the kids.” 19 41. In September of 2017, Cameron told Billboard that the Band’s surviving members 20 had not yet made a decision about the Band’s future. 21 42. A year later, Thayil reiterated to Billboard that the Surviving Band Members were 22 still uncertain about the Band’s future, as they were sensitive to honoring and preserving Chris’ 23 legacy and not cheapening the Band’s brand. 24 E. Chris Solely Creates His Vocal Recordings Prior to His Death. 25 43. In approximately 2015, Chris started recording his Vocal Recordings. 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–10 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 44. Prior to his passing, Chris created a number of recordings from his home studio in 2 Florida, including the unreleased and disputed Vocal Recordings.10 As evidenced by countless 3 documents, including emails in which the Surviving Band Members acknowledged hearing Chris’ 4 Vocal Recordings for the first time, Chris created the vocal recordings separate and apart from the 5 Band. By way of example, upon receiving a demo containing the vocal recordings that Chris 6 singularly created for the musical work now titled, Ahead of the Dog, Thayil wrote: “I love the 7 verse vocals! I’m getting a feel for the shorter .” 8 45. Critically, there was never any agreement between Chris and the Band to treat 9 Chris’ Vocal Recordings as property of the Band or the Partnership. Nor was there ever any writing 10 assigning any of Chris’ interest in Chris’ Vocal Recordings to the Band, the Surviving Band 11 Members, and/or the Partnership. Rather, Chris was the sole and exclusive owner and copyright 12 holder of Chris’ Vocal Recordings, which he created and fixed in a tangible medium of expression. 13 46. As the legal beneficiaries of Chris’ copyright interests, Plaintiffs are now the sole 14 and exclusive owners of Chris’ Vocal Recordings.

15 F. The Surviving Band Members Inquire About Chris’ Vocal Recordings. 16 47. In July 2017, the Surviving Band Members reached out to Vicky regarding the 17 prospect of producing Chris’ Vocal Recordings and releasing them as part of a new Band album. 18 48. In response, Vicky offered to voluntarily share Chris’ Vocal Recordings with the 19 Band, provided that Chris’ vision and music legacy were preserved. Specifically, Vicky requested 20 that: (i) a producer that Chris trusted (“Trusted Producer”) be involved in the production of the 21 album, and (ii) she, as had historically been the case, be kept apprised of the marketing strategy 22 for any forthcoming album. For Vicky, it was important that any album containing Chris’ Vocal 23 Recordings be held to the same high standards that Chris demanded for all of his vocal recordings. 24 25

26 10 While Chris’ New York home also had a recording studio, that studio was not finished until late January 2017.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–11 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 49. The Band initially agreed to both of these requests, and the Trusted Producer and 2 Cameron engaged in preliminary discussions about producing the new Band album which would 3 incorporate Chris’ Vocal Recordings. In connection with these discussions, Vicky made the 4 recordings available to the Trusted Producer. 5 50. The Band never requested that the Trusted Producer provide Chris’ Vocal 6 Recordings. In fact, the Band made no immediate attempt to secure Chris’ Vocal Recordings. 7 51. Instead, approximately a year later, the Band reneged on its agreement. 8 Specifically, on February 5, 2019, Cameron wrote to Vicky advising that the Band: (i) was 9 unwilling to commit to the Trusted Producer, (ii) would bring in musicians and producers of the 10 Band’s choosing, and (iii) was not willing to go “through any type of approval process.” 11 52. After the Band reneged on its agreement to preserve and respect Chris’ vision and 12 legacy, the Band’s shared legal counsel, Peter Paterno, suggested that, as a compromise, the Band 13 should pick five proposed producers, from which Vicky could choose three. However, the Band 14 rejected the compromise suggested by its own longtime (and shared) legal counsel. 15 53. Although Vicky recommended that the parties meet to further discuss a potential 16 resolution, the Band declined, and has since refused to engage in any meaningful discussions with 17 Vicky that might provide for the mutually-agreeable use of Chris’ Vocal Recordings. 18 54. In March of 2019, the Partnership and Surviving Band Members announced a July 19 2019 release of the Band’s episode of Live from the Artists Den, which presented the entirety of 20 the Band’s February 2013 concert at ’ Wiltern Theater. Live from the Artists Den was 21 released on CD, LP, and Blu-ray.

22 G. Defendant Thayil Fabricates a Story About Chris’ Vocal Recordings. 23 55. In the summer of 2019, Thayil first claimed – falsely – that the Band had 24 requested Chris’ Vocal Recordings from Vicky but had been rebuked: 25 We’ve asked nicely, we’ve suggested that this will benefit all parties, if the 26 band could just have these files, and we could finish the songs we were

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–12 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 working on. But there seems to be some confusion amongst various parties 2 as to what that would entail and how that works, and who that would benefit. And it’s been tiring, you know. And we can’t move on until some future 3 date when someone realizes the value of allowing the creative partners to 11 4 have access to the material. 5 Contrary to the specious reference to “songs we were working on,” the Band did not contribute in 6 any way to Chris’ performance of the Vocal Recordings. As to the referenced “confusion amongst 7 various parties,” Thayil was well aware that Chris singularly created the disputed Vocal 8 Recordings, and was likewise aware that Vicky had already offered to make these recordings 9 available to the Band so long as they would be used pursuant to Chris’ wishes and with respect for 10 his legacy. 11 56. In a November 1, 2019 interview on Sirius XM’s Trunk Nation, Thayil continued 12 to broadcast his false rhetoric, stating that it was “entirely possible” that another Soundgarden 13 album would be released, as the Band “definitely has another record in us,” and could easily finish 14 an album based on the vocals written by Chris. “It would be ridiculous if [the Band] didn’t [release 12 15 a new album].” When asked if there was an “obstacle stopping” the completion of the alleged 16 unfinished Soundgarden album, Thayil frustratingly expressed: “There shouldn’t be ... other than 17 the fact that we don’t have those files.” Thayil then added: “But, you know, these difficult things. 18 Partnerships and property.” The “property” to which Thayil referred is Plaintiffs’ property. The 19 “partnership” to which Thayil referred is an entity to which Chris never assigned his copyright 20 interests. The “definite” likelihood of “another record” to which Thayil referred is anything but 21 definite: by the Band’s own account, there are at most seven songs, not enough for a full album. 22 23

24 11 Nina Corcoran, “New Soundgarden Album Delayed Over Rights to Chris Cornell’s Demos,” 25 Entertainment News (July 25, 2019), available at https://consequenceofsound.net/2019/07/soundgarden-new-album- delayed-chris-cornell-demos/. 26 12 See https://www.youtube.com/watch?v=wXY-trY1v24.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–13 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 H. The Partnership Claims It Owns Chris’ Vocal Recordings, and Defendants Attempt 2 to Strong-Arm Vicky by Withholding Money Intended for Chris’ Children. 3 57. On November 14, 2019, counsel for the Partnership sent a demand letter to 4 Plaintiffs claiming that all of Chris’ Vocal Recordings, as well as “any recordings containing only 5 the performances of Chris Cornell,” belong exclusively to the Partnership. (A true and correct copy 6 of the Demand Letter is attached hereto as Exhibit A). 7 58. The Partnership and Surviving Band Members assert that neither Vicky nor the 8 Estate possess any rights, interests, or copyright ownership in Chris’ Vocal Recordings. In their 9 words, Vicky “simply has no ownership rights” in Chris’ Vocal Recordings. 10 59. The Partnership has not produced any partnership documents, much less any 11 documentation signed by Chris, supporting their conclusory claims of ownership. Neither the 12 Partnership nor the Surviving Band Members have, for example, furnished any documents 13 evidencing that Chris transferred his interests in and to his Vocal Recordings to the Partnership, 14 or any other future works bearing Chris’ copyrighted works and expression. 15 60. Further, neither the Partnership nor any Surviving Band Member has – despite 16 Chris’ decorated history of working on solo projects even when he was a Band member – offered 17 any support for their bald conclusion that Chris’ performances contained within Chris’ Vocal 18 Recordings were created with the intention of being used for a Soundgarden project. 19 61. Throughout his career, both while a member and not a member of the Band, Chris 20 produced musical works in his home studio. Consistent with this practice, many of Chris’ Vocal 21 Recordings were recorded, in whole or in part, in Chris’ home studio in Florida. 22 62. Even during his tenure as a Band member, not all of Chris’ songs were created for 23 the Band, as Chris often simultaneously created musical works for different ventures, including 24 solo projects. 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–14 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 63. This autonomy was not unique to Chris, as other Band members worked on musical 2 projects outside of Soundgarden. In fact, due to his involvement with Pearl Jam, Cameron often 3 did not perform at the Band’s concerts. 4 64. Moreover, other Band members provided musical works for the Band’s 5 collaboration and contribution, and then withdrew the musical works under claims of personal 6 property. In fact, throughout their collaboration (particularly after their reunification in 2010), the 7 Band was governed, not by corporate documents, but on the spirit of “unanimity.” The Band 8 famously rejected a “majority” rule. If one Band member did not wish to tour, then the Band would 9 not tour. This core principal governed important and mundane decisions, including whether a 10 musical work, even one that all of the Band members contributed to, was to a “Soundgarden work.” 11 65. By way of example, on February 20, 2017, Shepherd wrote to Chris requesting that 12 the Band “drop” “Mermass” – a song co-authored by Chris and Shepherd – “altogether.” (A true 13 and correct copy of Shepherd’s February 20, 2017 email is attached hereto as Exhibit B). 14 66. Shepherd’s attempt to reclaim “Mermass” as his own personal work occurred after 15 Shepherd presented the work to Soundgarden, after Chris wrote the lyrics, and after Chris had 16 spent substantial time singularly recording countless versions of the vocals. 17 67. This course of conduct demonstrates that each Band member retained the right to 18 withdraw a musical work from the Band’s consideration until the Band had finished producing – 19 and actually released – a musical work. In simple terms, a musical work – even one in which all 20 of the Band members may have contributed – did not become a “Soundgarden work” until all four 21 of the Band members agreed that the musical work was to be Soundgarden property. 22 68. The Partnership’s Demand Letter assumes, wrongfully, that Chris agreed that all of 23 his creations should be treated as Partnership property. Indeed, several years after the Band’s 24 reunification, Chris sent an email in March of 2013 to the Band’s attorney, noting that he (Chris) 25 was supposed to receive “a partnership agreement document to review before signing” but “that 26 document never appeared for review.” Chris further declared with crystal clarity why he would

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–15 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 not sign any such document, as he was no longer willing to allow others to disproportionately 2 profit from his creative labors: “Please proceed with that in mind and not the stupid communist 3 bullshit.” 4 69. Chris never assigned his copyright interests in his Vocal Recordings to the 5 Partnership. Moreover, Chris never assigned the rights to his Name and Likeness to the 6 Partnership. Indeed, the unsigned, four-page 1997 “Soundgarden Partnership Windup” 7 memorandum – upon which the Partnership relies – does not mention, let alone include an 8 assignment of Chris’ copyright interests, Name and Likeness rights, or copyright interests in future 9 vocal recordings.13 To the contrary, the memorandum expressly provides that major issues, such 10 any agreement relating to the Bands’ musical works, should be subject to unanimity. 11 70. Further, Chris’ last words on the topic were a blistering repudiation of the notion 12 that his creative efforts, including his vocal recordings and recordings containing only his 13 performances, were to be treated as Partnership property. Moreover, Chris never transferred his 14 copyright interests to the Partnership in accordance with 17 U.S.C. § 204. The Partnership’s failure 15 to secure a written assignment of Chris’ copyright interests is fatal to its claim of copyright 16 ownership. 17 71. Plaintiffs are the beneficiaries of Chris’ copyright interests and, thus, the lawful 18 owners of Chris’ Vocal Recordings. 19 72. Plaintiffs are the beneficiaries of Chris’ Name and Likeness rights and, thus, the 20 lawful owners of Chris’ Name and Likeness. 21 73. Instead of discussing or negotiating for the right to use Plaintiffs’ property, the 22 Partnership and Surviving Band Members have resorted to pressure tactics, harassment, unlawful 23 conversion of royalties, and extortion. 24 25

26 13 Moreover, the four-page memorandum provides that the “Soundgarden ‘partnership’ agreement” “is currently in draft form,” and that the purpose was to create a “financial” partnership.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–16 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 74. The Partnership and Surviving Band Members have fabricated the false narrative 2 that Vicky wrongfully withheld Chris’ Vocal Recordings. Moreover, during the pendency of this 3 litigation, Cameron falsely accused Vicky of suing him in connection with songs that he co-wrote 4 – even though this lawsuit does not concern who wrote the underlying compositions contained in 5 Chris’ Vocal Recordings. To add insult to injury, the false narratives perpetrated by Cameron and 6 the Surviving Band Members have – as intended – agitated the Band’s fervent fan base, resulting 7 in online harassment of Vicky and Chris’ minor children. The Surviving Band Members have 8 attempted to gain perceived settlement leverage by fomenting online harassment, including vile 9 attacks made against Chris’ minor children, despite knowing that stalkers have threatened the 10 safety of Vicky’s family, resulting in the FBI incarcerating at least one stalker. 11 75. The Partnership and Surviving Band Members have prevailed upon and/or 12 conspired with Venerus and Cal Financial Group to withhold amounts that were approved for 13 distribution and which are indisputably due and owing to the Estate. Amounts attributable to Chris’ 14 share of the earnings have been unlawfully withheld, without explanation or justification. 15 76. The Partnership, Surviving Band Members, Venerus, and Cal Financial Group are 16 wrongfully withholding amounts owed to Plaintiffs as a means of coercion to extort property that 17 lawfully belongs to Plaintiffs. 18 COUNT I 19 (Declaratory Relief – Copyright Ownership) (Plaintiffs Against the Partnership and Surviving Band Members) 20 77. Plaintiffs re-allege and reincorporate the allegations in each of the preceding 21 paragraphs as if fully set forth herein. 22 78. As a result of the Partnership’s pending counterclaim in which it seeks its own 23 declaration as its rights in and to Chris’ Vocal Recordings, there is a real and actual controversy 24 between Plaintiffs, on the one hand, and the Partnership and Surviving Band Members, on the 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–17 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 other hand, as to the parties’ respective ownership, rights, and entitlements to Chris’ Vocal 2 Recordings. 3 79. The Partnership contends that all unreleased “music content,” including “any 4 recordings containing only the performances of Chris Cornell,” belong exclusively to the 5 Partnership, and that Plaintiffs possess no ownership rights in and to any of Chris’ Vocal 6 Recordings. (See Ex. A). 7 80. The Partnership and Surviving Band Members’ position is that Plaintiffs possess 8 no ownership or interest in Chris’ Vocal Recordings, including to “Stone Age Mind,” even though 9 the Surviving Band Members admittedly did not make any contributions whatsoever to that Vocal 10 Recording. 11 81. Prior to his passing, Chris never consented to the final version of any of the 12 unfinished musical works containing his Vocal Recordings. 13 82. Prior to his passing, Chris never consented to having his Vocal Recordings be 14 deemed Soundgarden works. 15 83. Plaintiffs inherited all interests, rights, and title in and to all Chris’ copyrights 16 pursuant to 17 U.S.C. § 201. 17 84. Plaintiffs dispute that Chris ever assigned any of his copyright interests in and to 18 Chris’ Vocal Recordings to the Partnership or the Surviving Band Members. 19 85. Plaintiffs further assert that Chris never assigned any of his copyright interests in 20 and to Chris’ Vocal Recordings to the Partnership or the Surviving Band Members as required by 21 17 U.S.C. § 204. 22 86. Plaintiffs further assert that, to the extent that Chris intended to collaborate with the 23 Band on the musical works embodied in Chris’ Vocal Recordings, Chris retained at all times the 24 right to withdraw his contributions to those musical works from the Band’s consideration and to 25 instead exploit his own creative works (including Chris’ Vocal Recordings) as a solo artist or in 26 other projects. Plaintiffs assert that, upon Chris’ passing, they inherited all of Chris’ rights in and

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–18 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 to Chris’ Vocal Recordings, including the right to withdraw his contributions to those musical 2 works from the Band’s exploitation. 3 87. Chris’ Vocal Recordings never became Partnership property. 4 88. Plaintiffs are entitled to a declaratory judgment decreeing that neither the 5 Partnership nor Surviving Band Members possess any interest in Chris’ Vocal Recordings. 6 89. Plaintiffs are entitled to a declaratory judgment decreeing that the Partnership is 7 not, as it claims, the sole owner of Chris’ Vocal Recordings. 8 90. Moreover, in the event that any of Chris’ Vocal Recordings are deemed to be joint 9 works of authorship (or part of a joint work of authorship), Plaintiffs are entitled to a declaratory 10 judgment decreeing that: (i) the Partnership’s position that Plaintiffs do not possess any interest in 11 Chris’ Vocal Recordings is incorrect, and (ii) Plaintiffs possess a copyright interest in Chris’ Vocal 12 Recordings and can exploit these recordings as they deem appropriate and/or Plaintiffs possess the 13 right to share in the profits generated from any such joint works. 14 91. Moreover, in the event that any of Chris’ Vocal Recordings are deemed to be joint 15 works of authorship (or part of a joint work of authorship), Plaintiffs are entitled to a declaratory 16 judgment decreeing the parties’ exact percentage of ownership based on, among other things, the 17 parties’ respective contributions to Chris’ Vocal Recordings, including but not limited to whether 18 any of the Surviving Band members made independently copyrightable contributions to Chris’ 19 Vocal Recordings. 20 92. Plaintiffs are entitled to an award of their attorneys’ fees pursuant to 17 U.S.C. 21 § 504, as the Surviving Band Members’ pre-litigation position that Plaintiffs have no ownership 22 rights in Chris’ Vocal Recordings is legally unsustainable. 23 93. The controversy between the parties is real and substantial (as evidenced by the 24 declaratory relief action sought by the Partnership and Surviving Band Members in their 25 Counterclaim) and demands specific relief through a decree of a conclusive character. 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–19 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 COUNT II 2 (Declaratory Relief – Chris’ Name and Likeness) (Plaintiffs Against the Partnership and Surviving Band Members) 3 94. Plaintiffs re-allege and reincorporate the allegations contained in paragraphs 1-76 4 as if fully set forth herein 5 95. An actual and justiciable controversy has arisen and now exists between Plaintiffs, 6 on the one hand, and the Partnership and Surviving Band Members, on the other hand, as to the 7 parties’ respective rights to use Chris’ Name and Likeness on a going-forward basis. 8 96. Chris never assigned the rights to his Name and Likeness to the Partnership. 9 97. Chris never assigned the rights to his Name and Likeness to any of the Surviving 10 Band Members. 11 98. To the extent that Chris did assign his Name and Likeness to the Partnership or to 12 any third-parties, those licenses terminated upon Chris’ death as a matter of law. To the extent that 13 the Partnership wished to secure the right to use Chris’ Name and Likeness after his death, it could 14 have and should have secured those rights. It failed to do so. 15 99. Plaintiffs are the beneficiaries of Chris’ Name and Likeness and, thus, the lawful 16 owners of Chris’ Name and Likeness. 17 100. As the lawful owners of Chris’ Name and Likeness, Plaintiffs are singularly entitled 18 to grant licenses for the use of Chris’ Name and Likeness. 19 101. During the pendency of this action, the Partnership and Surviving Band Members 20 have secured trademarks in and to the mark, “Nude Dragons.” Nude Dragons is an anagram for 21 Soundgarden, and the name that the Band used when they played their first reunion show in Seattle 22 in 2010. 23 24 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–20 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 104. During the pendency of this action, the Surviving Band Members have used Chris’ 2 Name and Likeness to promote Nude Dragon’s social media accounts, which benefit them 3 individually and to sell trademarked goods for their own personal gain.14 4 105. During the pendency of this action, the Partnership and Surviving Band Members 5 have used Chris’ Name and Likeness to promote Nude Dragons – a “new” band which the 6 Surviving Band Members formed in order to perform future live performances and circumvent 7 their obligations to pay Plaintiffs their twenty-five (25%) interest in the Partnership’s touring 8 revenue.15 9 10 11 12 13 14 15 16 17 18 19 20 21 22

23 14 The Surviving Band Members have secured trademarks in order to sell Nude Dragon duffel bags, 24 scrapbooks, posters, paper products, and ponchos for their own personal benefit. (See U.S. Reg. Nos. 8843968, 88439675 & 88429701). 25 15 While the Surviving Band Members have the right to create a new band, they cannot: (i) promote a “new” 26 band by leveraging the Soundgarden name and using photos that prominently feature Chris, nor (ii) conduct a “Soundgarden tour” by playing Soundgarden music without paying Vicky her share of the Partnership proceeds.

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–21 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 106. The Partnership and Surviving Band Members have used Chris’ Name and 2 Likeness, without license or authorization. 3 107. Plaintiffs seek a judicial determination and declaration that neither the Partnership 4 nor the Surviving Band Members are entitled to use Chris’ Name and Likeness without obtaining 5 a license from Plaintiffs. 6 108. Plaintiffs further seek a judicial declaration that the Partnership and Surviving Band 7 Members have infringed upon the Plaintiffs’ rights in Chris’ Name and Likeness by using Chris’ 8 Name and Likeness for the purposes of advertising and promoting their products, merchandise, 9 goods, services, and social media accounts in violation of Florida Statute Section 540.08 and/or 10 Washington Personality Rights Acts, RCW 63.60.050 et seq. 11 109. Plaintiffs have been harmed as a direct and proximate result of the Partnership’s 12 and Surviving Band Members’ violations of Florida Statute Section 540.08 and/or RCW 13 63.60.050, and are entitled to recover damages from defendants pursuant to these statutes, 14 including any profits of defendants attributable to their infringement of Plaintiffs’ rights in Chris’ 15 Name and Likeness. 16 110. The controversy between the parties is real and substantial (as evidenced by the 17 declaratory relief action sought by the Partnership and Surviving Band Members in their 18 Counterclaim) and demands specific relief through a decree of a conclusive character. 19 111. A judicial declaration of the parties’ respective rights, entitlements, and obligations 20 with respect to Chris’ Name and Likeness is necessary and appropriate. 21 COUNT III 22 (Conversion – Chris’ Royalties) (Plaintiffs Against All Defendants) 23 112. Plaintiffs re-allege and reincorporate the allegations contained in paragraphs 1 24 through 76 as if fully set forth herein. 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–22 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 113. In a heavy-handed attempt to force Vicky to relinquish custody of Chris’ Vocal 2 Recordings and to accept that neither she, her children, nor the Estate possess any interest in Chris’ 3 Vocal Recordings, the Partnership and Surviving Band Members have either prevailed upon or 4 conspired with Venerus and Cal Financial to withhold amounts that are indisputably due and owing 5 to the Estate. 6 114. Specifically, the Partnership, the Surviving Band Members, Venerus, and Cal 7 Financial have withheld hundreds of thousands of dollars which they acknowledged were owed to 8 Plaintiffs and which they approved for distribution (“Approved Funds”). 9 115. Fearful that the Partnership and Surviving Band Members would resort to ugly 10 heavy-handed tactics and withhold money owed to Chris’ minor children, Vicky wrote to Venerus 11 and other members of Cal Financial in August of 2019: 12 Just one concern – if payments are directed to [the purported Partnership] 13 and somehow mine are held hostage by other band members refusing to allow [Venerus] to pay me then I’m not ok with that[.] [P]lease confirm no 14 will one will hold up my money[.] 15 (A true and correct of the parties’ August 2019 email is attached hereto as Exhibit C). 16 116. Venerus responded: “I don’t see any issue from my end with the estate being paid 17 their [sic] share provided that each party would then be responsible for any commissions due on 18 their share and pro-rata legal costs.” (Id.) 19 117. For his part, Peter Paterno, then the Band’s shared legal counsel, ratified the 20 Partnership’s approval of the distribution of the Approved Funds, confirming on August 20, 2019: 21 “The band understands Vicky must be paid.” (Id.) (emphasis added). 22 118. Despite the Partnership’s approval of the distribution of the Approved Funds and 23 its attorney’s confirmation of the distribution of the Approved Funds, Defendants have wrongfully 24 changed course, exercising wrongful dominion and control over the Approved Funds and refusing 25 to pay Plaintiffs the Approved Funds. 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–23 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 119. Despite their demand, Plaintiffs have not received the Approved Funds, or any 2 other amounts due and owing to them. When last requested, Venerus referred Vicky to the 3 Partnership’s and the Surviving Band Members’ attorneys, including the attorneys that sent the 4 November 14, 2019 demand letter. Worse still, while Venerus has refused to pay Plaintiffs the 5 Approved Funds (claiming that all funds approved for distribution had been frozen), Cal Financial 6 has nevertheless used the same “frozen” funds to pay the Surviving Band Members’ attorneys’ 7 fees in this lawsuit. Thus, rather than segregating and preserving the Approved Funds due and 8 owing to Plaintiffs, and approved to be paid to Plaintiffs, Venerus and Cal Financial have – 9 together with Partnership and Surviving Band Members – converted Approved Funds (as well as 10 other Partnership funds) by paying them, in whole or in part, to the Partnership’s and the Surviving 11 Band Members’ attorneys in order to fund their defense. 12 120. Defendants’ refusal to relinquish the Approved Funds to Plaintiffs have caused 13 injury to Plaintiffs. 14 121. Plaintiffs are entitled to restitution from Defendants of, and imposition of a 15 constructive trust on, Plaintiffs’ share of the Approved Funds as well as all revenues earned by the 16 Partnership and the Surviving Band Members. 17 COUNT IV 18 (Breach of Fiduciary Duty) (Plaintiffs Against Venerus and Cal Financial) 19 122. Plaintiffs re-allege and reincorporate the allegations contained in paragraphs 1 20 through 76, as well as paragraphs 117 through 126, as if fully set forth herein. 21 123. While Chris was alive, Vicky often served as Venerus’ point person in dealing with 22 Soundgarden-related matters. Venerus and Vicky built a relationship of trust, in which Venerus 23 would look out for Vicky’s interests (separate and apart from Chris’ interests). 24 124. Chris passed away on May 18, 2017. 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–24 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 125. Upon Chris’ passing, Venerus assured Vicky that he and Cal Financial could 2 continue to faithfully and dutifully discharge their obligations to the Partnership as well as to Vicky 3 and Chris’ children. 4 126. Based on Venerus’ assurances and Vicky’s prior dealings with Venerus, Vicky 5 reasonably did not issue letters of direction or otherwise take any actions to ensure that funds to 6 be paid to Plaintiffs, including but not limited to revenues from Live from the Artists Den, were 7 segregated or otherwise not entrusted to Venerus and Cal Financial. 8 127. At all times after Chris’ tragic passing, a fiduciary relationship existed between 9 Plaintiffs, on the one hand, and Venerus and Cal Financial, on the other hand, because Plaintiffs 10 depended on Venerus and Cal Financial to properly advise and counsel them and to act in their 11 best interests, with honesty and fairness. Moreover, Venerus and Cal Financial were in a superior 12 position to exert unique influence over Vicky, and Venerus’ and Cal Financial’s unique 13 relationship with Vicky induced Vicky to relax the care and vigilance which she would typically 14 exercise for her own protection. 15 128. Venerus and Cal Financial knew that Vicky was depending on them to safeguard 16 Plaintiffs’ interests and to loyally serve Plaintiffs’ interests without conflict, as they had done 17 during Chris’ lifetime and after Chris’ passing. In particular, Venerus and Cal Financial were 18 aware that Plaintiffs were trusting them to segregate, safeguard, and otherwise preserve the 19 Approved Funds. 20 129. As a result of Venerus’ and Cal Financial’s assurances and actions – and given the 21 nature of the parties’ relationships after Chris’ passing in 2017 – Plaintiffs reposed trust and 22 confidence in Venerus and Cal Financial. 23 130. A fiduciary relationship existed between Plaintiffs on the one hand, and Venerus 24 and Cal Financial, on the other hand. That fiduciary relationship gave rise to a duty of care on the 25 part of Venerus and Cal Financial to Plaintiffs. 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–25 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 131. Venerus and Cal Financial have breached their fiduciary duties to Plaintiffs through 2 numerous acts and omissions, including, among other things: (i) failing to disclose their conflict 3 of interest; (ii) making false assurances to Vicky that they would be able to safeguard the amounts 4 owed to Plaintiffs, including but not limited to the Approved Funds; (iii) failing to properly 5 safeguard the Approved Funds; (iv) falsely claiming that the Approved Funds would be paid to 6 Plaintiffs; (v) falsely claiming that all amounts, including the Approved Funds, had been frozen 7 and then remitting amounts to the Partnership and the Surviving Band Members, without 8 notification; (vi) attempting to conceal their payment of the alleged frozen funds to the Partnership 9 and the Surviving Band Members; and (vii) concealing other relevant and material facts. 10 132. As a direct and proximate result of Venerus’ and Cal Financial’s breaches of their 11 respective fiduciary duties, Plaintiffs have sustained damages in an amount to be determined at 12 trial. 13 COUNT V 14 (Conversion – Chris’ Personal Property) (Plaintiffs Against the Partnership and Surviving Band Members) 15 133. Plaintiffs re-allege and reincorporate the allegations contained in paragraphs 1 16 through 76, as if fully set forth herein. 17 134. After Chris’ passing, the Partnership and Surviving Band Members returned a 18 number of Chris’ personal items, including his guitars and related equipment. 19 135. On several occasions, including as recently as September of 2019, the attorney for 20 the Estate requested that the Partnership and Surviving Band Members provide an inventory of all 21 the personal property that belonged to Chris and which Chris stored at the Pearl Jam warehouse 22 space, together with the Partnership’s other property. 23 136. The Partnership and Surviving Band Members, through their representatives, 24 declined to provide the requested inventory and blithely responded that all of Chris’ personal 25 property had been previously returned to Vicky. 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–26 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 137. Plaintiffs have reason to believe that not all of Chris’ personal property has been 2 returned. Specifically, Plaintiffs believe that the Pearl Jam warehouse space (and possibly other 3 places) contain Temple of the Dog-related items, including archival and video footage that belongs 4 to Chris, as well as other equipment, vintage merchandise, historical point of sale materials, 5 promotional CDs, gold and platinum records, awards, cassette tapes, photos, and related materials 6 which belong exclusively to Chris (collectively, “Chris’ Personal Property”). 7 138. By refusing to provide an inventory of the storage space, the Partnership and 8 Surviving Band Members have exercised wrongful dominion and control over Chris’ Personal 9 Property. 10 139. Despite Plaintiffs’ demand, the Partnership and Surviving Band Members have 11 refused to transfer or relinquish Chris’ Personal Property to Plaintiffs. 12 140. The Partnership and Surviving Band Members refusal to turn over Chris’ Personal 13 Property to Plaintiffs has caused injury to Plaintiffs. 14 141. Plaintiffs are entitled to restitution from the Partnership and Surviving Band 15 Members of, and imposition of a constructive trust on, Chris’ Personal Property.

16 PRAYER FOR RELIEF 17 WHEREFORE, Plaintiffs respectfully request that the Court enter a judgment in their 18 favor and against the Defendants: 19 1. Awarding actual and compensatory damages for Defendants’ respective 20 wrongdoing in an amount to be established at trial, together with pre-judgment and post-judgment 21 interest thereon at the maximum legal rate; 22 2. Declaring that Plaintiffs are the sole and exclusive owners of Chris’ Vocal 23 Recordings; 24 3. Declaring that the Partnership is not the sole and exclusive owner of Chris’ Vocal 25 Recordings and/or that Plaintiffs possesses an ownership interest and entitlement to share in the 26 profits of Chris’ Vocal Recordings as a copyright co-owner;

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–27 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 4. Declaring that Plaintiffs are the sole and exclusive owners of Chris’ Name and 2 Likeness, and enjoining the Partnership, the Surviving Band Members, and their respect agents, 3 servants, employees, officers, attorneys, successors and assigns, and all persons acting in concert 4 with them or on their behalf, in this and other all judicial districts in the United States, 5 preliminarily, during the course of this litigation and permanently from: (a) manufacturing, 6 distributing, selling, offering for sale, holding for sale, or advertising any products or merchandise 7 bearing Chris’ Name and Likeness or any colorable variation thereof (collectively, “Unauthorized 8 Merchandise”); (b) representing that any Unauthorized Merchandise manufactured, distributed, 9 sold, offered for sale, or advertised by them is sponsored or authorized by Plaintiffs in this district 10 or in any other district in which Plaintiffs seek to enforce this Court’s order; and (c) using Chris’ 11 Name and Likeness to promote Nude Dragons, including but not limited to in connection with any 12 Nude Dragons’ social media accounts. 13 5. Ordering the Partnership and the Surviving Band Members to deliver for 14 destruction all Unauthorized Merchandise bearing Chris’ Name and Likeness, to pay to Plaintiffs 15 damages in an amount to be determined based upon Plaintiffs’ loss of income from the 16 Partnership’s and the Surviving Band Members’ unauthorized use of Chris’ Name and Likeness, 17 and to pay Plaintiffs their attorneys’ fees and costs pursuant to RCW 63.60.060(5). 18 6. Ordering the Partnership to permit Plaintiffs to inspect all of the storage units in 19 which Chris’ personal belongings are being held and/or to account to the Estate for these items; 20 7. Disgorging from the Partnership and the Surviving Band Members Plaintiffs’ share 21 of all revenue wrongfully withheld by the Defendants; 22 8. Imposing a constructive trust on Plaintiffs’ share of all revenue and property 23 wrongfully withheld by Defendants; 24 9. Awarding Plaintiffs their costs and reasonable attorneys’ fees; and 25 10. Awarding such other relief as this Court may deem just and proper. 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–28 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000

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1 JURY TRIAL DEMAND 2 Plaintiffs respectfully demand a trial by jury on all claims and issues so triable pursuant 3 to Rule 38 of the Federal Rules of Civil Procedure.

4 DATED: December 18, 2020 By: s/ William C. Rava William C. Rava #29948 5 Alison R. Caditz #51530 Perkins Coie LLP 6 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 7 Telephone: 206.359.8000 Email: [email protected] 8 Email: [email protected]

9 Martin D. Singer David Binder Jonelis 10 Lavely & Singer 2049 Century Park East, Suite 2400 11 Los Angeles, CA 90067 Telephone: 310.556.3501 12 Email: [email protected] Email: [email protected] 13 James George Sammataro 14 Pryor Cashman LLP 201 South Biscayne Blvd., Suite 2700 15 Miami, FL 33131 Telephone: 786.582.3010 16 Email: [email protected]

17 Attorneys for Plaintiffs

18 19 20 21 22 23 24 25 26

SECOND AMENDED COMPLAINT Perkins Coie LLP (No. 2:20−cv−01218−RAJ−MAT)–29 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206.359.8000 Fax: 206.359.9000