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Case3:12-cv-00559-RS Document110 Filed11/26/14 Page1 of 33

11 UNITED STATES DISTRICT COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13

14 IN RE: WARNER MUSIC GROUP CORP. CASE NO. 12-CV-0559-RS DIGITAL DOWNLOADS LITIGATION 15 NOTICE OF MOTION AND MOTION FOR FINAL APPROVAL OF CLASS 16 ACTION SETTLEMENT

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 Date: January 8, 2015 PEARSON, SIMON & WARSHAW, LLP Time: 1:30 p.m. 18 Crtrm.: 3, 17th Floor Judge: Hon. Richard Seeborg 19 20 21 22 23 24 25 26 27 28

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1 TO THE COURT AND TO ALL PARTIES AND THEIR ATTORNEYS OF RECORD: 2 PLEASE TAKE NOTICE that on January 8, 2015, at 1:30 p.m. or as soon thereafter as the 3 matter may be heard in the Courtroom of the Honorable Richard Seeborg, United States District 4 Court, Northern District of California, San Francisco Division, Plaintiffs Kathy Sledge Lightfoot, 5 Ronee Blakley, and Gary Wright (collectively, “Plaintiffs”) will and hereby do move the Court, 6 pursuant to Federal Rule of Civil Procedure 23(e), for an order finally approving the class action 7 settlement in this case. 8 This motion is made on the grounds that the proposed settlement is fair, adequate, and 9 reasonable; that the Notice Plan complied with applicable legal standards; and that the Settlement 10 Class satisfies the requirements for class certification. 11 This motion is based upon this Notice of Motion, the accompanying Memorandum of 12 Points and Authorities, the declarations of Class Counsel, the pleadings and papers on file herein, 13 and upon such additional evidence or argument as may be accepted by the Court at or prior to the 14 hearing on this motion. 15 16 DATED: November 26, 2014 PEARSON, SIMON & WARSHAW, LLP

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 By: /s/ Daniel L. Warshaw DANIEL L. WARSHAW 19 Attorneys for Plaintiffs and the Class 20 21 22 23 24 25 26 27 28

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1 TABLE OF CONTENTS

2 Page 3

4 I. INTRODUCTION ...... 1 5 II. BACKGROUND ...... 3

6 A. Negotiation of the Settlement ...... 3 7 B. SETTLEMENT TERMS ...... 4

8 1. Past Settlement Relief ...... 4 9 2. Prospective Settlement Relief ...... 5 10 3. Release ...... 7

11 C. Class Notice ...... 7 12 D. Claims Administration ...... 8

13 1. Work Completed To Date ...... 8 14 2. Work To Be Completed If Final Approval Is Granted ...... 9

15 E. Estimated Results ...... 10

16 1. Claim Forms Associated With Class Contracts ...... 10

SAN FRANCISCO, CALIFORNIA 94104 17 2. Past Relief Analysis ...... 10 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 III. FINAL APPROVAL OF THE SETTLEMENT IS APPROPRIATE ...... 11

19 A. Standard for Final Approval ...... 11 20 B. The Settlement Was Not Procured by Fraud, Overreaching, or Collusion and Is Therefore Entitled to a Presumption of Fairness ...... 12 21 C. The Settlement Is Fair, Adequate, and Reasonable ...... 13 22 1. The Strength of Plaintiffs’ Case Compared to the Risk, Expense, 23 Complexity, and Likely Duration of Further Litigation ...... 13 24 2. The Risk of Maintaining Class Action Status Throughout the Trial ...... 14 25 3. The Amount Offered in Settlement ...... 14 26 4. The Experience and Views of Counsel ...... 16 27 5. The Reaction of Class Members to the Settlement ...... 17

28 D. THE NOTICE PLAN COMPLIED WITH APPLICABLE LEGAL

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1 STANDARDS ...... 19

2 1. Implementation of Notice ...... 19 3 2. Form and Content of Notice ...... 20

4 E. The Claims Process Is Fair, Necessary, and Reasonable ...... 21

5 1. Claim Forms are a Common and Appropriate Feature of Class Action Settlements ...... 21 6 2. The Claim Form Was Simple and Easy To Submit ...... 23 7 F. Claim Forms are Equally Valid For Forward-Looking Relief ...... 24 8 IV. THE SETTLEMENT CLASS SATISFIES THE REQUIREMENTS OF RULE 23 ...... 25 9 V. CONCLUSION ...... 26 10 11 12 13 14 15 16

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 19 20 21 22 23 24 25 26 27 28

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1 TABLE OF AUTHORITIES 2 3 Page(s) CASES 4 Amchem Prods., Inc. v. Windsor, 5 521 U.S. 591 (1997) ...... 19

6 Churchill Vill., L.L.C. v. Gen. Elec., 361 F.3d 566 (9th Cir. 2004) ...... 2, 11, 12 7 8 Class Plaintiffs v. City of Seattle, 955 F.2d 1268 (9th Cir. 1992) ...... 11 9 F.B.T. Prods., LLC v. Aftermath Records, 10 621 F.3d 958 (9th Cir. 2010) ...... 3

11 Kirkorian v. Borelli, 695 F.Supp. 446 (N.D. Cal. 1988) ...... 16 12 Lane v. Facebook, Inc., 13 696 F.3d 811 (9th. Cir. 2012) ...... 1, 11 14 Marshall v. Holiday Magic, Inc., 15 550 F.2d 1173 (9th Cir. 1977) ...... 17

16 Mullane v. Central Hanover Bank & Trust Co., 229 U.S. 306 (1950) ...... 19

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP Nat’l Rural Telecomm. Coop. v. DIRECTV, Inc., 18 221 F.R.D. 523 (C.D. Cal. 2004) ...... 1, 12, 17 19 Torrisi v. Tucson Elec. Power Co., 20 8 F.3d 1370 (9th Cir. 1993) ...... 12 21 Van Bronkhorst v. Safeco Corp., 529 F.2d 943 (9th Cir. 1976) ...... 11 22 Weinberger v. Kendrick, 23 698 F.2d 61 (2d Cir. 1982) ...... 16 24 STATUTES 25 Fed. R. Civ. Proc. 23(c)(2)(B) ...... 2, 19, 20 26 Fed. R. Civ. Proc. 23(e)(2) ...... 1 27 Fed. R. Civ. Proc. 23(e) ...... 11 28

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1 OTHER AUTHORITIES

2 MANUAL FOR COMPLEX LITIG., § 21.632 (4th ed. 2004) ...... 3, 26

3 Conte & Newberg, Newberg on Class Actions, § 11.41 (4th ed. 2011) ...... 12 4 5 6 7 8 9 10 11 12 13 14 15 16

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 19 20 21 22 23 24 25 26 27 28

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1 MEMORANDUM OF POINTS AND AUTHORITIES

2 I. INTRODUCTION 3 This motion represents the final step in resolving litigation between recording artists and 4 music producers (collectively, “Artists”) and Defendant Warner Music Group Corp. (“WMG”) 5 involving allegations that WMG failed to properly credit royalties to Artists for exploitation of 6 their music in the form of digital downloads or mastertones (“Downloads/Mastertones”). Rather 7 than spend valuable party and judicial resources litigating this case for an extended period into the 8 future, the parties to this action engaged in early settlement negotiations to try to reach a class- 9 wide settlement. After over a year of hard fought, arm’s-length negotiations featuring multiple in- 10 person mediation sessions with the Honorable Daniel Weinstein (Ret.) and numerous in-person 11 and telephonic conferences of counsel, the parties reached the Settlement Agreement1 on 12 December 27, 2013. (Dkt. No. 96-1, Ex. A.) 13 This Court granted preliminary approval to the Settlement Agreement on January 23, 2014. 14 (Dkt. No. 101.) The Court found that the Settlement Agreement fell within the necessary range of 15 reasonableness and certified a Settlement Class defined as: “All persons and entities (and their 16 successors-in-interest, assigns and heirs) that are parties to a Royalty Rate Contract, dated on or

SAN FRANCISCO, CALIFORNIA 94104 17 prior to December 31, 2001, with a WMG U.S. Label.” (Id.) Following a successful notice 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 campaign and robust claims period, Plaintiffs now move the Court to finally approve the 19 Settlement Agreement and conclude this litigation. 20 The Settlement Agreement is fair, adequate, and reasonable, as required by Federal Rule of 21 Civil Procedure 23. Fed. R. Civ. P. 23(e)(2); Lane v. Facebook, Inc., 696 F.3d 811, 818 (9th. Cir. 22 2012). As an initial matter, the settlement was not reached through fraud, overreaching, or 23 collusion by the negotiating parties, and therefore is entitled to a presumption of fairness. Nat’l 24 Rural Telecomm. Coop. v. DIRECTV, Inc., 221 F.R.D. 523, 528 (C.D. Cal. 2004). On the merits, 25

26 1 The “Settlement Agreement” refers to the Stipulation and Agreement of Settlement filed as Dkt. 27 No. 96-1, Ex. A. All capitalized terms herein shall have the definitions given to them in the Settlement Agreement, unless otherwise stated. 28

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1 the settlement directly addresses the Class Members’ concerns with WMG’s royalty treatment of 2 their Downloads/Mastertones by: (1) providing past relief to eligible Class Members in the form 3 of a pro rata share of the Settlement Fund; and (2) providing eligible Class Members prospective 4 relief in the form of a permanent future increase in their royalties. This is an exceptional result for 5 the Class, especially in light of WMG’s considerable defenses in this case. 6 The settlement has seen an overwhelmingly positive reaction from the music community, 7 with 2052 claims being filed and only 40 opt outs, (not all of which exclusion requests were even 8 filed by Class Members). Further, there has been only one objection to the settlement, brought by 9 disappointed former class representatives unhappy with their individual take, which objection was 10 not perfected. See Declaration of Daniel L. Warshaw (“Warshaw Decl.”) ¶¶ 16-20. In light of the 11 factors courts must weigh when evaluating the fairness of a settlement, see Churchill Vill., L.L.C. 12 v. Gen. Elec., 361 F.3d 566, 575 (9th Cir. 2004), final approval of the Settlement Agreement in 13 this case is warranted. 14 The Notice plan approved by the Court also constituted “the best notice that is practicable 15 under the circumstances.” Fed. R. Civ. Proc. 23(c)(2)(B). It involved direct mail notice by way of 16 the royalty statements and payments WMG normally sends to Class Members, as well as

SAN FRANCISCO, CALIFORNIA 94104 17 publication in major industry magazines and newspapers in major music markets. Class Counsel 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 also provided notice beyond the Notice Plan by sending a postcard to over 26,000 royalty 19 recipients reminding potential Class Members to file a claim as the claims period was closing. 20 The claims process is also appropriate here. While the Class is well-defined and 21 ascertainable based upon objective criteria (a royalty rate contract with a WMG U.S. Label prior 22 to 2002), identifying each particular Class member and the relief due that Class member requires a 23 time-intensive process. WMG sends out royalty statements to over 26,000 royalty recipients. 24 Many of those royalty recipients are not in the Class for a variety of reasons, including because 25 their contract is beyond the date range, they receive royalties based upon a letter of direction2 their 26

27 2 It is not uncommon for Artists to allow others, most often producers, to share in their royalty stream based upon a letter of direction to WMG instructing WMG to pay out some of the royalties 28 (footnote continued)

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1 contract is not with a WMG U.S. Label, or they have individually settled the issue in this lawsuit 2 with WMG. Specifically identifying precisely which of the over 26,000 royalty recipients is in the 3 Class would literally take tens of thousands of hours of work. Likewise determining the relief due 4 an Artist under the settlement requires a detailed revenue inquiry for past relief and a time- 5 consuming royalty rate analysis and adjustment for prospective relief. It is in exactly these types 6 of situations that courts routinely approve the use of a claims process for a class member to obtain 7 the settlement relief. 8 Finally, in granting preliminary approval, the Court inherently found that the Class could

9 be certified for settlement purposes. See MANUAL FOR COMPLEX LITIG., § 21.632 (4th ed. 2004). 10 Plaintiffs submit that the Class satisfies all the requirements for certification under Rule 23 and 11 request that the Court grant final approval on behalf of the Class.

12 II. BACKGROUND

13 A. Negotiation of the Settlement 14 Plaintiffs and Class Members in this case are Artists who entered into contracts with WMG 15 that provide for the payment of royalties upon WMG’s exploitation of the Artists’ music. 16 Plaintiffs alleged that WMG systematically breached these contracts by underpaying Artists

SAN FRANCISCO, CALIFORNIA 94104 17 royalties owed from WMG’s licensing of the Artists’ music to digital content providers, such as 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Apple and Amazon. Specifically, Plaintiffs alleged that WMG improperly treated the retail 19 distribution of Artists’ Downloads/Mastertones as “sales” instead of “licenses,” and paid Artists 20 royalties based upon the lower sales royalty rate rather than the licensing royalty rate. See F.B.T. 21 Productions, LLC v. Aftermath Records, 621 F.3d 958 (9th Cir. 2010). WMG has at all times 22 vigorously denied these allegations and contested the applicability of F.B.T. to its contracts. 23 Following the Court’s appointment of Interim Class Counsel (Dkt. No. 48) and an early 24 pleadings challenge by WMG (Dkt. No. 23), the parties began initial settlement discussions. 25

26 due the Artist to a third party on the Artist’s behalf. In this situation, the third party typically has 27 an agreement with the Artist but not with WMG and WMG typically has no input into or control over how much the Artist has agreed to pay the third party. 28

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1 Significantly, Class Counsel in this case are also counsel of record in two similar class actions 2 against WMG’s competitors, UMG Recordings, Inc. and EMI Group Limited, which helped 3 inform Class Counsel’s litigation strategy and settlement negotiations. Warshaw Decl., ¶ 4. Class 4 Counsel’s experience in the UMG litigation was particularly valuable, as that case has seen 5 thousands of recording contracts produced and reviewed, numerous depositions taken, and 6 multiple dispositive motions filed since it was initiated in the spring of 2011. Id., ¶ 4. 7 The parties first participated in a face-to-face meeting at defense counsel’s office to discuss 8 a potential resolution of this case on October 10, 2012. Id., ¶ 5. That meeting led the parties to 9 engage the Honorable Daniel Weinstein (Ret.) of JAMS to serve as a third party neutral and 10 oversee a mediation process. Id., ¶ 5. Over the next several months, the parties held three in- 11 person mediation sessions and multiple in-person and telephonic smaller sessions. Id., ¶ 5. Over 12 the course of more than one year, the parties engaged in extensive, hard-fought settlement 13 negotiations that were often contentious. At times, it appeared that no resolution would be 14 reached, but those negotiations ultimately resulted in the settlement now before the Court. Id., ¶ 5.

15 B. SETTLEMENT TERMS 16 The Settlement Agreement provides substantial and meaningful relief to the Class. It

SAN FRANCISCO, CALIFORNIA 94104 17 consists of both past relief that requires WMG to pay eligible Class Members for past exploitation 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 of their Downloads/Mastertones and prospective relief that changes the way WMG calculates 19 royalties for Downloads/Mastertones in the future. The material terms of the Settlement 20 Agreement are:

21 1. Past Settlement Relief 22 WMG made available up to $11,500,000 to pay Class Members’ claims, administrative 23 and notice expenses, attorneys’ fees and costs, and incentive awards. Pursuant to the Settlement 24 Agreement, WMG placed the $11,500,000 into a “Fund” from which it will pay claims on a 25 claims-made basis (and any residual funds, after deducting necessary fees and expenses, will be 26 used to pay Class Members prospective relief, as explained further below). To be clear, however, 27 WMG will continue paying future relief even after the initial $11,500,000 fund is depleted. With 28 respect to Past Settlement Relief, the Settlement Agreement provides in relevant part:

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1 x Class Members who submit a valid Claim Form will receive their per capita share 2 of the Fund Payout. Class Members’ share will be based on a formula calculated as 3 the ratio of the revenue they generated for a WMG U.S. Label from U.S. 4 exploitation of Subject Masters as Downloads/Mastertones between January 1, 5 2009 and December 31, 2012 (the “Period”) to the total U.S. sales by WMG of 6 Subject Masters as Downloads/Mastertones for the Settlement Class for the Period. 7 The parties stipulated that the total U.S. sales figure for the Period for the 8 Settlement Class was $381,510,000 (“Class Revenue”).

9 x All past relief owed to Class Members will be automatically credited by WMG 10 U.S. Labels through WMG’s royalty systems to the Class Members’ royalty 11 accounts, and will first be applied in recoupment of any unrecouped balances3 in 12 those royalty accounts.

13 x Any Class Members who are Included Other Royalty Recipients (e.g., record 14 producers, mixers, remixers, engineers, and other royalty recipients) and who make 15 a valid claim will receive prorated past relief based on the ratio of their current 16 Basic U.S. Rate to the applicable recording artist’s current Basic U.S. Rate.

SAN FRANCISCO, CALIFORNIA 94104 17 See Settlement Agreement, ¶¶ 16(a) and 1 (for definitions). 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 2. Prospective Settlement Relief 19 In addition to paying the past relief as outlined above, WMG will also make changes in the 20 way it pays royalties going forward in perpetuity. Generally speaking, all Class Members who 21 submit a valid Claim Form will be eligible to receive a permanent 5 percentage point increase in 22 their Basic U.S. Royalty Rate for exploitation of their Downloads/Mastertones, with a floor of 23 10% and a cap of 14% as well as a percentage point increase in their foreign royalty rates. With 24 respect to Prospective Settlement Relief, the Settlement Agreement provides in relevant part: 25 3 26 An Artist is “unrecouped” when certain sums have been paid on behalf of, or to, the Artist (such as sums for recording the album or sums paid to the Artist) as advances against future royalty 27 payments and those sums are greater than the royalty payments earned by the Artist under the applicable contract. 28

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1 x U.S. Exploitation. Settlement Class Members who submit a valid Claim Form will 2 receive a 5 percentage point increase in their Basic U.S. Rate for U.S. exploitation 3 of Subject Masters as Downloads/Mastertones. In no event will Settlement Class 4 Members’ Basic U.S. Rate be increased to exceed the Royalty Cap (14%) or fall 5 below the Royalty Floor (10%). If royalties are paid based upon a Basic 6 Worldwide Rate (i.e., a single Royalty Rate applied to the full-priced sale of 7 records through normal retail channels on a worldwide basis, rather than a U.S.- 8 only basis), then 5 percentage points will be added to that Royalty Rate for U.S. 9 exploitation of Subject Masters as Downloads/Mastertones, subject to the Royalty 10 Cap and Royalty Floor. For any Settlement Class Member whose royalties are 11 already being calculated based on a Basic U.S. Rate that exceeds the Royalty Cap, 12 that Basic U.S. Rate will remain in place and will not be altered.

13 x Foreign (ex-U.S.) Exploitation. Settlement Class Members who submit a valid 14 Claim Form will receive an increase in their Basic Foreign Rates for foreign (ex- 15 U.S.) exploitation of Subject Masters as Downloads/Mastertones, as follows: 16 (1) Only for the purposes of calculating the new Basic Foreign Rates, the

SAN FRANCISCO, CALIFORNIA 94104 17 currently used Basic U.S. Rate will be increased by 2.5 percentage points, 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 subject to the Royalty Cap (but not the Royalty Floor), and multiplied by 19 the ratio of the currently applied Basic Foreign Rate to the currently applied 20 Basic U.S. Rate. 21 (2) If a Class Contract contains a Basic Worldwide Rate, then 2.5 percentage 22 points will be added to the currently used Basic Worldwide Rate, subject to 23 the Royalty Cap (but not the Royalty Floor), for the calculation of the new 24 Basic Worldwide Rate to be applied to foreign exploitation of Subject 25 Masters as Downloads/Mastertones.

26 x Penny Rates. For those Class Members who are paid royalties on a Penny Rate 27 Basis, the U.S. Exploitation and Foreign (ex-U.S.) Exploitation provisions above 28 will be applied after conversion of the Penny Rate to an equivalent Royalty Rate, as

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1 set forth in Paragraph 16(b)(3) of the Settlement Agreement. 2 See Settlement Agreement, ¶¶ 16(b) and 1 (for definitions).4

3 3. Release 4 The settlement provides that all Class Members release any claim that (1) transactions 5 involving Downloads/Mastertones are not sales; and/or (2) compensation for transactions 6 involving Downloads/Mastertones should not be paid on a Royalty Rate Basis or a Penny Rate 7 Basis as applicable under the so-called “Records Sold” provision of the applicable Class Contract; 8 and/or (3) royalty recipients should receive differing royalty treatment for Downloads/ 9 Mastertones depending on the nature of WMG’s contractual relationship with digital music 10 retailers such as Apple’s iTunes Store. Id., ¶ 1(ee). Class members are not releasing any other 11 claim as to the adequacy of their royalties in the past or going forward. Id., ¶ 1.

12 C. Class Notice 13 WMG was responsible for paying all of the expenses associated with administering the 14 settlement and providing Notice to the Class from the Fund. The Court-approved Settlement 15 Administrator was Rust Consulting, one of the leading class action settlement administrators in the 16 country. See Settlement Agreement, ¶1 (mm). The Class Notice involved two phases: (1) direct

SAN FRANCISCO, CALIFORNIA 94104 17 mail notice by WMG with its regularly scheduled royalty statements and payments sent to Class 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Members; and (2) notice by publication in major industry magazines and newspapers in major 19 music markets implemented by Rust Consulting. Beyond the official Notice plan, Class Counsel 20 voluntarily paid for and sent 26,838 postcard reminders notifying Class Members in May 2014 to 21 make a claim before the deadline. Declaration of Melissa D. Eisert (“Eisert Decl.”), ¶ 15. 22 For the purposes of disseminating class notice, WMG could not determine the exact 23 identity or number of all Class Members from among its thousands and thousands of royalty 24 recipients. See Section III.E.1, infra. For this reason, the Notice plan was by design overbroad 25 4 The remaining settlement provisions regarding prospective relief—such as further contractual 26 reductions, the manner of crediting the prospective relief through Class Members’ royalty 27 accounts, and payments to Included Other Royalty Recipients—are detailed in Paragraphs 16(b)(4)-(8) of the Settlement Agreement. 28

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1 and provided for notice of the settlement to everyone who receives U.S. royalty statements from 2 WMG except for a small subset of Artists.5 As a result, WMG sent notice in royalty statements to 3 over 26,000 royalty recipients. Declaration of Ellen Hochberg (“Hochberg Decl.”), ¶ 4. Over 4 26,000 royalty recipients also received the reminder postcard. Eisert Decl., ¶ 15. Some portion of 5 those royalty recipients, although it is not certain exactly how many without a detailed and time- 6 consuming analysis (see Sections II.D and E, infra and Hochberg Decl, ¶¶ 7(a)-(e)), are artists 7 with contracts signed within the last 12 years and not part of the Class. Hochberg Decl., ¶ 4. 8 Others are excluded from the Class for various other reasons, including but not limited to: they 9 have already resolved the issue with WMG; WMG does not have the right to sell the 10 Downloads/Mastertones of the Artists’ recordings; or the Artist is not compensated pursuant to 11 royalty provisions. Id. The exact identity of producer Class Members is even more difficult to 12 identify. Many producers are paid under letters of direction from the recording artist and not 13 under contract with WMG, excluding them from the Class. Id.

14 D. Claims Administration

15 1. Work Completed To Date 16 The claim submission period opened after the Court granted preliminary approval of the

SAN FRANCISCO, CALIFORNIA 94104 17 settlement on January 23, 2014 and continued for four months through May 31, 2014. Id., ¶ 5. 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Ultimately, 2,052 claim forms were submitted. Eisert Decl., ¶ 6. Over 130 of those claim forms 19 were submitted after the May 31, 2014 deadline, but all claim forms that were filed were 20 processed, including the late claim forms; WMG waived the claim submission deadline through 21 the filing of this motion for final approval to be as inclusive as possible. Hochberg Decl. ¶ 5. 22 The processing of the claim forms was an arduous and time consuming task that is 23 ongoing. Id., ¶ 6. Six analysts hired especially for this project by Rust Consulting worked on the 24

25 5 WMG did not send notice to its “on roster” U.S. artists with agreements dated after January 1, 2002 (which is a very limited group for which contract information could be readily obtained) and 26 certain individuals or entities with non-royalty rate contracts which are paid through a different 27 process (another very limited group), and could also readily be identified as outside the Class. Hochberg Decl, ¶ 3. “On roster” artists are those actively recording for WMG. Id. 28

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1 process for over 2,700 hours. Id. This is the equivalent of one person working full time for over 2 one year and four months. All of that work was reviewed by WMG’s in-house counsel, which 3 hours are not captured in the 2,700 hour total. Id. Significant hours by WMG’s outside counsel in 4 overseeing the process are also not captured in this hour total. Id. This work included a search of 5 WMG’s electronic and paper files for all contracts and amendments related to the claimant; 6 discography and internet research if a connection to WMG could not readily be identified from the 7 claim form; review of all contracts to determine whether they were prior to 2002, with a WMG 8 U.S. Label and provided for compensation through a royalty structure (that is, a “Class Contract”); 9 determination as to whether all necessary signatories had completed a claim form; review of 10 WMG files to determine whether the claimant was outside of the Class by result of an audit or 11 litigation settlement; and identification of relevant revenue related to the claimant. A detailed 12 outline of the work completed is set forth in Paragraphs 7(a)-(e) of the Hochberg Decl.

13 2. Work To Be Completed If Final Approval Is Granted 14 Additional work will be required for each claimant after final approval. Specifically, 15 WMG will need to conduct:

16 x A detailed analysis of the revenue associated with each Class Contract to determine

SAN FRANCISCO, CALIFORNIA 94104 17 the exact amount of payout to each Claimant (see further discussion at § II.2.E.(2) 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 infra); and

19 x A detailed analysis and implementation of the increased royalty rates for each 20 Claimant going forward consistent with the Settlement Agreement. This work will 21 require WMG analysts to determine the current U.S. and foreign rates for all of the 22 Authorized Claimants, on an artist-by-artist basis, which rates often vary by album 23 such that an individual band or artist can have four or five (or more) different rates 24 for both U.S. and foreign sales, and then accurately apply the appropriate rate 25 increases under the Settlement Agreement and manually modify WMG’s royalty 26 system accordingly on an artist-by-artist and rate-by-rate basis. 27 WMG estimates that it will take two analysts working full time up to a year to implement 28 the past and future relief for each Claimant. Hochberg Decl., ¶ 11.

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1 E. Estimated Results

2 1. Claim Forms Associated With Class Contracts 3 WMG’s claims processing is ongoing, but to date it estimates the following results:

4 x Of the 2052 claim forms submitted: 5 i ~130 were filed late but still included in the review process and deemed an 6 Authorized Claimant if the claimant is a Class Member. Hochberg Decl., ¶ 8.

7 i ~1069 are associated with one or more Class Contracts and are not excluded 8 from the Class by means of a settlement (“Authorized Claimants”). Id.

9 i ~45 are still under review but will be fully processed by the time of the hearing. 10 i ~938 are not associated with a Class Contract or are excluded from the Class by 11 means of an individual settlement with WMG. Id. 12 Given the simplicity of the claim form, a number of recording artists, producers and even 13 many music publishers and songwriters (who would not be part of the Class in any event) 14 submitted claim forms just in case they would be deemed part of the Class, resulting in the high 15 number of claim forms not associated in any way with a Class Contract. Id., ¶ 9.

16 2. Past Relief Analysis

SAN FRANCISCO, CALIFORNIA 94104 17 WMG reports that, based on its analysis to date, it anticipates paying out ~$3.5 million in 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 past relief. Id., ¶ 12. This is equivalent to a Class take rate of ~40%; that is claims have been filed 19 by Class Member representing ~40% of the total Class Revenue (a high claims rate in a class 20 settlement). To be clear, the analysis of the past relief payout is not a precise calculation of the 21 amount that will be paid. Id. Certain categories of Authorized Claimants require a detailed and 22 further time-consuming analysis to determine exactly what past relief payout they will receive. 23 For example, for those Authorized Claimants with one or more Class Contracts and one or more 24 non-Class Contracts, the exact amount of Class-related revenue needs to be calculated and utilized 25 in the payout formula. Id. This will require WMG to determine which recordings are subject to 26 the in-Class contracts and which recordings are subject to the out-of-Class contracts, determine the 27 revenue per album subject to the in-Class contracts, and then calculate the past relief. That 28 detailed work will take significant time and has not been done with precision at this point. WMG

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1 estimates that, on average for these Authorized Claimants, 75% of the revenue will be associated 2 with a Class Contract. Id. 3 Likewise, a producer’s past relief is a fraction of the amount that would be paid to the 4 Artist based upon the same revenue. Id., ¶ 13. This fraction is calculated by comparing the 5 producer’s royalty rate (often 3%) to the Artist’s royalty rate. Again, this is a detailed calculation 6 that will require careful review of the applicable royalty rates that will take much time. At this 7 juncture, WMG has estimated the past relief for producers at 30% of the payout to the Artist for 8 the same revenue. Id.6

9 III. FINAL APPROVAL OF THE SETTLEMENT IS APPROPRIATE

10 A. Standard for Final Approval 11 The law favors the compromise and settlement of class action lawsuits. See Churchill 12 Vill., 361 F.3d at 576; Class Plaintiffs v. City of Seattle, 955 F.2d 1268, 1276 (9th Cir. 1992). 13 Indeed, “there is an overriding public interest in settling and quieting litigation” and this is 14 “particularly true in class action suits.” Van Bronkhorst v. Safeco Corp., 529 F.2d 943, 950 (9th 15 Cir. 1976). The decision to approve or reject a settlement is committed to the sound discretion of 16 the trial court because it “is exposed to the litigants and their strategies, positions and proof.”

SAN FRANCISCO, CALIFORNIA 94104 17 Lane, 696 F.3d at 818 (9th. 2012) (quoting Hanlon v. Chrysler Corp., 150 F.3d 1011, 1026 (9th 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Cir. 1998)). However, in exercising such discretion, the trial court should give “proper deference 19 to the private consensual decision of the parties.” Hanlon, 150 F.3d at 1027. “[T]he court’s 20 intrusion upon what is otherwise a private consensual agreement . . . must be limited to the extent 21 necessary to reach a reasoned judgment that the agreement is not the product of fraud or 22 overreaching by, or collusion between, the negotiating parties, and that the settlement, taken as a 23 whole, is fair, reasonable and adequate to all concerned.” Id. 24 In determining whether a class action settlement is fair, adequate, and reasonable, district 25 courts in the Ninth Circuit balance the following factors: 26 27 6 WMG made other like assumptions in calculating the estimated payout. Id. 28

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1 (1) the strength of the plaintiff’s case; (2) the risk, expense, complexity, and likely duration of further litigation; (3) the risk of 2 maintaining class action status throughout the trial; (4) the amount offered in settlement; (5) the extent of discovery completed and the 3 stage of the proceedings; (6) the experience and views of counsel; (7) the presence of a governmental participant; and (8) the reaction 4 of the class members to the proposed settlement. 5 Churchill Vill., 361 F.3d at 575; see also Torrisi v. Tucson Elec. Power Co., 8 F.3d 1370, 1375 6 (9th Cir. 1993). This list is not exclusive, and different factors may predominate in different 7 factual contexts. Torrisi, 8 F.3d at 1375-76 (citing Officers for Justice v. Civil Serv. Comm’n of 8 San Francisco, 688 F.2d 615, 625 (9th Cir. 1982)).

9 B. The Settlement Was Not Procured by Fraud, Overreaching, or Collusion and Is Therefore Entitled to a Presumption of Fairness 10 Before approving a class action settlement, the trial court must be satisfied that the 11 agreement is not the product of fraud, overreaching, or collusion. Where a settlement is reached 12 following discovery and arm’s-length negotiations, it is presumed to be fair. Conte & Newberg, 13 Newberg on Class Actions, § 11.41 (4th ed. 2011); Nat’l Rural Telecomm., 221 F.R.D. at 528. 14 The settlement here was achieved following numerous arm’s-length negotiations between 15 the parties. These negotiations spanned the course of more than one year and included three in- 16 person mediation sessions with Judge Weinstein and multiple in-person and telephonic smaller

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 sessions. Warshaw Decl., ¶ 5. The negotiations also included hundreds of hours of independent PEARSON, SIMON & WARSHAW, LLP 18 discussions between experienced counsel. Id., ¶ 6. While the parties did not exchange formal 19 discovery, significant information was exchanged as part of the mediation process. Id., ¶ 7. Class

20 Counsel requested and reviewed internal WMG documents in order to evaluate the strengths and 21 weaknesses of Plaintiffs’ claims and determine the fairness of the settlement. Id., ¶ 7. In addition, 22 Class Counsel engaged a forensic accounting firm to assist in confirmatory discovery of the 23 information and materials produced by WMG. Id.; see also Declaration of Joseph Rust. The 24 Settlement Agreement was achieved only after many months of intensive work and corroboration 25 by counsel. It was not the product of fraud, overreaching, or collusion by the parties, and as a 26 result, is presumptively fair. Warshaw Decl., ¶ 6. 27 / / / 28

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1 C. The Settlement Is Fair, Adequate, and Reasonable 2 In evaluating the Settlement Agreement, the Court must balance the factors set forth in 3 Churchill Village, 361 F.3d at 575. As shown below, consideration of the relevant Churchill 4 factors supports final approval of the Settlement Agreement in this case.

5 1. The Strength of Plaintiffs’ Case Compared to the Risk, Expense, Complexity, and Likely Duration of Further Litigation 6 Plaintiffs brought this action based in large part on the Ninth Circuit’s decision in F.B.T. 7 Productions, LLC v. Aftermath Records, 621 F.3d 958, 964-66 (9th Cir. 2010), that 8 Downloads/Mastertones should generally be treated as “licenses,” not “sales.” While Class 9 Counsel were confident in their legal theory, WMG argued from the outset that its contracts 10 contained different language that would compel a different result. Notably, to prevail in this case, 11 Class Counsel would have had to establish specific facts and prove their legal theory both on the 12 merits and on a class-wide basis. Based on WMG’s argument and Class Counsel’s experience in 13 the UMG and EMI cases, this would have been a difficult task. The UMG action in particular— 14 filed almost a year before this action—has seen multiple dispositive and non-dispositive motions 15 filed, the production of thousands of recording contracts, and the taking of numerous depositions, 16 while not yet reaching the class certification stage. Warshaw Decl., ¶ 4. Plaintiffs would have

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 likely gone through a similar path in this litigation, with no guarantee of success following years PEARSON, SIMON & WARSHAW, LLP 18 of hard work and thousands of hours. For example, recently a court in New York granted 19 summary judgment to Sony Music—rejecting the artist’s claims— in a similar case brought by the 20 band, Toto. See, Warshaw Decl., Ex. C (Toto Inc., v. Sony Music Entm’t, 12-cv-01434-RJS 21 (S.D.N.Y.), Dkt. No. 117). 22 Moreover, before the parties engaged in settlement discussions, WMG brought a motion to 23 dismiss several causes of action in Plaintiffs’ complaint. (Dkt. No. 23.) Plaintiffs prepared, but 24 did not file, an opposition to WMG’s motion to dismiss, and the outcome of this motion could 25 have limited the amount or type of relief Plaintiffs ultimately obtained. That Class Counsel were 26 able to achieve the results they did for the Class despite the risks they faced speaks to the level of 27 skill and preparation they brought to this case. Proceeding with this litigation would not guarantee 28

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1 an increased benefit to the Class, but would guarantee additional time and resources spent by both 2 parties. Given the balance of the strength of Plaintiffs’ case and the risks and expenses they faced 3 in continuing to litigate, this factor weighs in favor of final approval.

4 2. The Risk of Maintaining Class Action Status Throughout the Trial 5 As they detailed in their Motion for Preliminary Approval (Dkt. No. 96), Plaintiffs contend 6 that this action could be maintained as a class action. (Id., at 13-16.) Plaintiffs believe this case 7 satisfies the requirements of Rule 23(a)—numerosity, commonality, typicality, and adequacy of 8 representation—and 23(b)(2) and (3)—appropriateness of injunctive relief and predominance. At 9 the same time, Plaintiffs recognize that there are challenges in this case to class certification, 10 particularly under Rule 23(b)(3). WMG’s primary argument against class certification would be 11 that variations among the Class Contracts raise substantial individualized questions that preclude 12 predominance of common questions of law or fact. Aside from the merits, this issue would likely 13 be one of the most critical in the case. Although Plaintiffs are confident they could prevail on this 14 issue, the risk of maintaining class action status in this case is significant.

15 3. The Amount Offered in Settlement 16 The Settlement Agreement provides substantial past and prospective relief to Class

SAN FRANCISCO, CALIFORNIA 94104 17 Members who make a valid claim (Authorized Claimants). As detailed above, WMG created a 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Fund of up to $11,500,000 to pay Authorized Claimants’ claims, administrative and notice 19 expenses, attorneys’ fees and costs, and incentive awards. Settlement Agreement, ¶¶ 16(a) and 1. 20 WMG will pay claims for past relief from the Fund on a claims-made basis, then use residual 21 funds to pay Authorized Claimants prospective relief. Thus, the Fund is in many ways a “hybrid” 22 common fund and claims-made fund: while WMG will first pay claims from the Fund on a 23 claims-made basis, the remaining amount (after deducting necessary fees and expenses) will be 24 ultimately paid to Authorized Claimants through future royalty payments. Warshaw Decl., ¶ 10. 25 WMG’s future obligation is not limited to the remaining amount in the Settlement Fund, however; 26 it is obligated to pay the increased rates for as long as it pays royalties on Downloads/Mastertones, 27 which WMG anticipates will exceed the remaining funds in the Settlement Fund. Hochberg Decl., 28 ¶ 12.

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1 The value of the Fund is particularly outstanding when compared to the settlement 2 approved in the Sony Music digital downloads case,7 which involved essentially the same issues 3 as this case (the “Sony Music Settlement”). The Sony Music Settlement created a fund of $7.65 4 million, less attorneys’ fees of $2.65 million for a net sum of $5 million and payout of increased 5 royalties. Even after subtracting Class Counsel’s proposed fee award and all other administrative 6 and legal expenses, the net value of the Fund in this case is approximately $8 million plus the 7 payout of any additional increased royalties beyond the Settlement Fund. Warshaw Decl., ¶ 13. 8 This is a better result than the Sony Music Settlement, especially in light of Sony’s larger market 9 share (its share of the digital music market in 2013 was 22.3% compared to WMG’s 17.1%).8 10 The settlement also provides for prospective relief. WMG will provide a permanent 11 increase in eligible Class Members’ future royalty rates for both U.S. and foreign exploitation of 12 Downloads/Mastertones. For Downloads/Mastertones in the U.S., Authorized Claimants will 13 receive a 5 percentage point increase in perpetuity in their Basic U.S. Rate, with a floor of 10% 14 and a cap of 14%. See Settlement Agreement ¶ 16(b)(1). For Downloads/Mastertones outside the 15 U.S., Authorized Claimants will receive an increase in their Basic Foreign Rate, calculated by 16 increasing their Basic U.S. Rate by 2.5 percentage points then multiplying it by the ratio of their

SAN FRANCISCO, CALIFORNIA 94104 17 current Basic Foreign Rate to their current Basic U.S. Rate. Id., ¶ 16(b)(2). Included Other 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Royalty Recipients who submit a valid Claim Form will also receive a prorated increase in their 19 U.S. and foreign royalty rates based on the percentage increase due to the applicable recording 20 artist. Id., ¶ 16(b)(5). 21 This prospective relief is similarly outstanding when compared to the Sony Music 22 Settlement. There, artists with at least 28,500 total U.S. downloads on iTunes that filed a valid 23

24 7 This refers to the settlements reached in Shropshire v. Sony Music Entm’t, No. 06-CV-3252- 25 GBD (S.D.N.Y.) and Youngbloods v. BMG Music, No. 07-CV-2394-GBD (S.D.N.Y.). True and correct copies of the settlement agreements in these cases are attached as Exhibits A and B, 26 respectively, to the Warshaw Decl. 8 27 See http://musicandcopyright.wordpress.com/2014/05/06/umg-and-wmg-see-gains-in-recorded- music-market-share-in-2013-while-sonyatv-dominates-music-publishing/#more-1166. 28

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1 claim form received a 3 percentage point increase in their applicable royalty rate, with no cap or 2 floor (so many artists’ future rates were likely still under 10% even with the increase). See Exs. A 3 and B to Warshaw Decl., Artists with under 28,500 total U.S. downloads on iTunes could only 4 obtain prospective relief if they had at least $18,000 in royalty earnings within two consecutive 5 royalty accounting periods and notified Sony in writing of their right to prospective relief. Id. 6 Finally, the Sony settlement provided no prospective relief for foreign sales. Id. The following 7 chart illustrates the material differences between the relief offered in the Sony settlement and here:

8 Sony Settlement WMG Settlement

9 Net Value of Fund Available for $5 million $8,000,0009 Past Relief 10 Royalty Rate Increase for 3% for artists with at least 5% for all artists up to a 11 Prospective Relief (U.S.) 28,500 total U.S. 14% cap downloads on iTunes 12 Royalty Rate Increase for None 2.5% added to the U.S. 13 Prospective Relief (Foreign) Basic rate x the ratio of current U.S. Basic Rate to 14 current Foreign Rate for all Artists 15 Royalty Rate Floor (minimum None 10% 16 future royalty rate)

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 On its own, and compared to the amount of relief provided in the Sony Music Settlement, 19 the amount offered in settlement here strongly supports final approval. 20 4. The Experience and Views of Counsel 21 When counsel recommending approval of a settlement is competent and experienced, their 22 opinion should be given significant weight. See Kirkorian v. Borelli, 695 F. Supp. 446, 451 (N.D. 23 Cal. 1988); Weinberger v. Kendrick, 698 F.2d 61, 75-76 (2d Cir. 1982) (affording great weight to 24 opinion of competent and experienced counsel in favor of settlement approval). In the instant 25 case, Class Members were represented by counsel with extensive experience in complex class 26 27 9 This amount is an estimate due to ongoing costs of administration and case management. 28

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1 action litigation, who have negotiated numerous class action settlements in various courts across 2 the country. See Declarations of Class Counsel in support of Plaintiffs’ Motion for Attorneys’ 3 Fees, Litigation Costs, and Incentive Awards (Dkt. Nos. 103-1 – 103-8). Class Counsel in this 4 case include attorneys highly experienced in music and entertainment litigation. Id. As 5 previously discussed, Class Counsel are also counsel of record in two other cases involving nearly 6 identical factual and legal issues, and their experience in those cases guided them here. 7 Class Counsel were satisfied with the Settlement Agreement only after conducting 8 extensive negotiations and thorough investigation into the factual and legal issues raised in this 9 case. Warshaw Decl., ¶ 6. They reviewed informal discovery and internal documentation 10 provided by WMG as part of the mediation process. Id., ¶ 7. They also engaged a forensic 11 accounting firm to assist in confirmatory discovery of the information and materials produced by 12 WMG. Id.; see also Declaration of Joseph Rust. Even after the parties executed the settlement, 13 Class Counsel continued to work diligently on the case, monitoring the Settlement Administrator 14 and helping Class Members make claims to maximize the amount of the settlement. Warshaw 15 Decl., ¶ 15. Class Counsel worked tirelessly to achieve the best possible result for the Class and 16 believe that the Settlement Agreement was an excellent result. Based on their experience and

SAN FRANCISCO, CALIFORNIA 94104 17 expertise, Class Counsel view the Settlement Agreement very favorably. Id. ¶ 9. 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 5. The Reaction of Class Members to the Settlement 19 A court may appropriately infer that a class action settlement is fair, adequate, and 20 reasonable when few class members object to it or opt out. See Marshall v. Holiday Magic, Inc., 21 550 F.2d 1173, 1178 (9th Cir. 1977); Nat’l Rural Telecomm., 221 F.R.D. at 528. Here, over 1,000 22 Class Members10 made claims under the settlement, while only 40 requested exclusion, (not all of 23 which exclusion requests are even from Class Members). Eisert Decl., ¶ 7; and Hochberg Decl., ¶ 24 19. This is half the number that opted out of the Sony Music Settlement. See, Warshaw Decl., ¶ 25 10 It is hard to translate claim forms into the number of people represented by those claim forms. 26 Some claim forms were filed by multiple individuals together while some were filed by 27 individuals. Some claimants also filed multiple claim forms either by mistake or to cover different contracts. Hochberg Decl., ¶ 14. 28

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1 12 and Ex. C. Hundreds of successful WMG artists that are household names thought the 2 settlement sufficiently fair, adequate and reasonable and they chose to participate. Hochberg 3 Decl., ¶ 19. 4 The current class representatives, all prominent musicians in their own right support this 5 settlement11. Further, there was only one objection filed and that objection is suspect and invalid. 6 The only Class Members to object to the settlement were former class representatives Debra 7 Sledge, Joan Sledge, and Kim Sledge Allen (the “Sledge Three”).12 The basis for their objection 8 was: (a) the settlement is not fair because it “undervalues” Class Members’ claims; (b) Class 9 Counsel “wrongfully inflated Plaintiffs’ expectations of what damages Plaintiffs would receive”; 10 and (c) they adopted Ms. Lightfoot’s already withdrawn objection. (See Dkt. No. 107.) 11 The Sledge Three’s objection has no basis in fact and should not be considered. First, it is 12 entirely conclusory with no support for the Sledge Three’s statements that the settlement 13 “undervalues” Class Members’ claims or that Class Counsel “wrongfully inflated” their 14 expectations. Without any evidence or even examples to support such claims, Class Counsel 15 cannot substantively respond to them.13 Second, with respect to the Sledge Three’s expectations, 16 Class Counsel declare that they made no misrepresentations to the Sledge Three. Warshaw Decl.,

SAN FRANCISCO, CALIFORNIA 94104 17 ¶ 18. In fact, during settlement negotiations, Class Counsel had multiple discussions and met in- 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 person with the Sledge Three’s personal attorney, Mark Weiss, to explain the process and the 19 settlement. Id., ¶ 18. The Sledge Three also retained additional independent counsel—who filed 20 their objection for them—with whom Class Counsel spoke on multiple occasions. Id., ¶ 19. 21 Third, the fact that the Sledge Three inserted a “catch-all” objection that simply latched onto an 22 23 11 See Declarations of Kathy Sledge Lightfoot, Gary Wright and Ronee Blakley, filed concurrently 24 herewith. 12 25 Class representative Kathy Sledge Lightfoot initially filed an objection, but subsequently withdrew it, declaring under penalty of perjury that the “statements contained in the objection 26 were based upon a misunderstanding on my part.” (Dkt. No. 106.) 13 27 For example, what do the Sledge Three think is the proper value of Class Members’ claims? What representations did Class Counsel make that inflated their expectations? 28

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1 already withdrawn objection speaks volumes about their commitment and participation in this 2 case. The Sledge Three’s objection makes clear that they are more interested in their individual 3 damages than they ever were in representing the Class as a whole. 4 Moreover, the objection is now invalid. The Sledge 3 failed to file a claim form to 5 accompany the claim form filed by Kathy Sledge Lightfoot. They were given an opportunity to 6 cure that defect and chose not to do so. Eisert Decl., ¶ 10 and Ex. C. Under the terms of the 7 Settlement Agreement, they are now excluded from the class and do not have standing to file an 8 objection. Settlement Agreement, ¶ 21(a). See Moore v. Verizon Communications Inc., 2013 WL 9 4610764 (N.D. Cal 2013) (“[i]t is well-settled that only class members may object to a class action 10 settlement.”); see also, In re Vitamins Antitrust Class Actions, 215 F.3d 26, 28-29 (D.D.C.2000). 11 In sum, this settlement was highly publicized and closely watched by the major players in 12 the industry—artists, music lawyers, music royalty accountants and others. In the end, very few 13 Artists opted out and no one raised a legitimate objection.

14 D. THE NOTICE PLAN COMPLIED WITH APPLICABLE LEGAL STANDARDS 15 1. Implementation of Notice 16 Under Rule 23(e)(1), “[t]he court must direct notice in a reasonable manner to all class

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 members who would be bound by a proposed settlement, voluntary dismissal, or compromise.” PEARSON, SIMON & WARSHAW, LLP 18 Notice to the class must be “the best notice that is practicable under the circumstances, including 19 individual notice to all members who can be identified through reasonable effort.” Fed. R. Civ. P.

20 23(c)(2)(B); Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 617 (1997); Mullane v. Central 21 Hanover Bank & Trust Co., 229 U.S. 306, 314 (1950). This Court and other courts in this district 22 have found that notice by direct mail and publication easily satisfies these standards. See, e.g., In 23 re Optical Disk Drive Antitrust Litig., 2013 WL 2289977, at *2 (N.D. Cal. Mar. 22, 2013); Burden 24 v. SelectQuote Ins. Servs., 2013 WL 1190634, at *6 (N.D. Cal. Mar. 21, 2013). 25 The Notice here included direct, individual notice to all Class Members who receive 26 royalty statements from a WMG U.S. Label. WMG mailed the Notice and Claim Form to all such 27 individuals with their regular royalty statement for the royalty period ending December 31, 2013. 28

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1 Hochberg Decl., ¶ 4. Next, the parties engaged the Settlement Administrator to implement notice 2 by publication in several major magazines and newspapers. The Publication Notice appeared once 3 in Billboard magazine (in one-quarter page size), once in Rolling Stone magazine (in one-half 4 page size), once in the Chicago Tribune (in one-sixth page size), twice in the Los Angeles Times 5 (in one-sixth page size), twice in the New York Times (in one-sixth page size), and twice in the 6 Nashville Tennessean (in 3 columns x 7 in/cm size). Eisert Decl., ¶¶ 12-13. 7 To further implement the Notice, Rust Consulting issued a press release containing the 8 Publication Notice through major media outlets. Id., ¶ 14. Rust Consulting also created and 9 maintained a Settlement Website, and WMG placed a link to the website on its homepage, 10 www.wmg.com. Id., ¶ 3(j) and Hochberg Decl., ¶ 5. Pursuant to the Class Action Fairness Act, 11 28 U.S.C. § 1715, Rust Consulting sent notice to the proper entities within 10 days after the 12 Settlement Agreement was filed with the Court. Eisert Decl., ¶ 4. 13 In addition to the above manners of notice, Class Counsel paid for and sent a postcard 14 reminder to Class Members before the claims deadline. Id., ¶ 15 This was not part of the original 15 Notice plan, but was voluntarily done by Class Counsel as an additional benefit to the Class. Id., ¶ 16 15 and Warshaw Decl., ¶ 15. These methods of notice complied with—and actually exceeded—

SAN FRANCISCO, CALIFORNIA 94104 17 the Court’s preliminary approval Order (Dkt. No. 101) and were unquestionably the best notice 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 practicable under the circumstances.

19 2. Form and Content of Notice 20 Regarding the form and content of notice, Rule 23(c)(2)(B) requires that: 21 The notice must clearly and concisely state in plain, easily understood language: (i) the nature of the action; (ii) the definition 22 of the class certified; (iii) the class claims, issues, or defenses; (iv) that a class member may enter an appearance through an attorney if 23 the member so desires; (v) that the court will exclude from the class any member who requests exclusion; (vi) the time and manner for 24 requesting exclusion; and (vii) the binding effect of a class judgment on members under Rule 23(c)(3). 25 26 The Court-approved Notice satisfied the above requirements. It provided a clear and concise 27 explanation of the case, the Class definition, a summary of the lawsuit, the rights of Class 28 Members to retain an attorney, the rights and procedures for Class Members to exclude

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1 themselves, and the binding effect of the settlement on the Class Members. See Settlement 2 Agreement, Ex. 2.

3 E. The Claims Process Is Fair, Necessary, and Reasonable

4 1. Claim Forms are a Common and Appropriate Feature of Class Action Settlements 5 Courts routinely approve class action settlements that require class members to submit a 6 claim form to obtain recovery under the settlement. See, e.g., Shames v. Hertz Corp., 2012 WL 7 5392159 at 9 (S.D. Cal 2012) (courts “routinely approve claims made settlements”); Pelletz v. 8 Weyerhaeuser Co., 255 F.R.D. 537, 544 (W.D. Wash 2009); Morales v. Stevco, Inc., 2012 WL 9 1790371 (E.D. Cal 2012); Gascho v. Global Fitness Holdings, LLC, 2014 WL 1350509 at *9 10 (S.D. Ohio 2014). When this occurs, class members who do not submit claim forms remain 11 members of the class, and are bound by the judgment, but do not receive the settlement relief. See 12 id. 13 Claim forms are deemed necessary, fair and appropriate in a number of circumstances, 14 including use for class identification purposes and to streamline recovery calculations. See 15 DeHoyos v. Allstate Corp., 240 F.R.D. 269, 277 (W.D. Tex. 2007) (use of claim form appropriate 16 to identify class members); Gascho 2014 WL 1350509 at *9 (S.D. Ohio 2014) (same); Schulte v.

SAN FRANCISCO, CALIFORNIA 94104 17 44 MONTGOMERY STREET, SUITE 2450 Fifth Third Bank, 805 F.Supp.2d 560 593-594 (N.D. Ill. 2011) (use of claim form appropriate PEARSON, SIMON & WARSHAW, LLP 18 where there are detailed recovery calculations). Claim forms are also necessary, fair and 19 appropriate where the costs of not using a claims process significantly outweigh the benefit to the 20 class. See, Saccoccio v. JP Morgan Chase Bank, N.A., 297 F.R.D. 683, 696 (S.D. Fla. 2014) 21 (without claim form identification of class members and implementation of settlement would 22 require individualized review of company accounts and take thousands of hours). Courts also 23 recognize that class action settlements, including the use of a claims process, are the result of 24 arm’s length negotiations. See, Moore v. Verizon Communications Inc., 2013 WL 4610764 at *13 25 (N.D. Cal 2013) (acknowledging that settlement was not the “ideal” result the Federal 26 Communications Commission supported but was the result of hard fought negotiations that 27 ultimately included the use of the claims process); Schulte, 805 F.Supp.2d at 593 (rejecting the 28

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1 objectors’ arguments against the claims process and stating “perhaps most importantly, the claims 2 process is a negotiated facet of this settlement”). 3 Here, the use of a claim form serves the important purposes outlined by the courts for use 4 of the claims-made process. First, WMG cannot readily identify the specific names of the 5 members of the Class without a time-consuming process. In order to determine who is in the 6 Class, WMG would have to go through the steps identified in Paragraph 7(a)-(e) of the Hochberg 7 Declaration for most of its royalty recipients. WMG sends out over 26,000 royalty statements 8 every six months to U.S. artists that are not “on roster” or do not have alternative compensation 9 arrangements. Hochberg Decl., ¶ 15. Without claim forms, WMG would have to pull all of the 10 contracts relating to each of these statements to determine whether the recipients are signatories to 11 Class Contracts. Id. Reviewing the 2,052 claim forms submitted and determining whether the 12 claimant was in the Class took over 2,700 hours. Id. At this rate, it would take over 34,000 hours 13 to accomplish this same work for the ~26,000 royalty recipients, or one person working full time 14 without vacation for over 16 years. 15 Second, use of the claims process streamlines the recovery calculations. Without the 16 submittal of claim forms, WMG would have to calculate the past and future recovery for all of the

SAN FRANCISCO, CALIFORNIA 94104 17 Class members identified, which analysis alone—separate from the work of identifying valid 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 Class members—would be a time-consuming endeavor. To calculate the past relief, WMG would 19 have to identify the Downloads/Mastertones revenue associated with Class Contracts (and 20 excluding revenue not associated with Class Contracts) for thousands of artists and apply it to the 21 past relief formula. Id., ¶ 16. Moreover, to calculate the future relief would require WMG 22 analysts to determine the current U.S. and foreign rates for thousands of artists on an artist-by- 23 artist basis, which rates often vary by album such that an individual band or artist can have four or 24 five (or more) different rates for both U.S. and foreign sales, then accurately apply the appropriate 25 rate increases under the Settlement Agreement and manually modify WMG’s royalty system 26 accordingly on an artist-by-artist and rate-by-rate basis. Id., ¶ 17. WMG anticipates that this will 27 take many months to accomplish for the Authorized Claimants. Id. If WMG was required to do 28 this work for a much larger set of artists, the time would increase dramatically. Id. When WMG

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1 converted to a new U.S. royalty system in 2012, it took nine specialists working full time for over 2 a year to make this transition. Id. A large-scale royalty rate increase for specific artists based on 3 individualized rates and application of the particular settlement terms would take a like effort. Id. 4 Third, the cost of not using a claims process far outweighs the benefit to the Class. All this 5 work, time and resources would be expended to provide a past relief payout and royalty increase 6 to individuals who likely receive very little, if any, in download royalties such that they (and their 7 representatives) did not care enough about the issue to submit a very simple claim form. Even 8 using a claim form process, over 200 of the claim forms that were submitted by Class Members 9 are associated with Downloads/Mastertones revenue for the Period (2009-2012) of less than 10 $10,000 total. Id., ¶ 18. Those who did not bother to submit a claim form are likely to have such 11 minimal Download/Mastertone revenue, if any,14 that the expenditure of resources would 12 outweigh the value to the Class. Indeed, 500 artists generated over 90% of WMG’s 13 Downloads/Mastertones revenue for the Period, most of them outside the Class definition. Id. 14 Several federal courts have approved the use of claim forms in similar circumstances. By 15 way of example only, in Saccoccio, the court held the claim form requirement to be fair, 16 reasonable and adequate when an individual inquiry into thousands of company files taking

SAN FRANCISCO, CALIFORNIA 94104 17 thousands of hours would need to be performed to determine class membership and payout 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 without the use of the claim form. Saccoccio, 297 F.R.D. at 693; see also Casey v. Citibank, N.A., 19 2014 WL 4120599, *2-3 and fn. 3 (N.D.N.Y. 2014) (claims process appropriate where company 20 files did not track information necessary to readily identify class and it would take substantial 21 hours to manually review accounts and determine class membership and settlement payout).

22 2. The Claim Form Was Simple and Easy To Submit 23 The use of a claim form here is particularly appropriate because the claim form was simple 24 to fill out and easy to submit. See Pelletz v. Weyerhaeuser Co., 255 F.R.D. at 544 (claim form 25

26 14 Many Artists that would be Class Members have little or no Download/Mastertone revenues; 27 their songs recorded decades ago are simply not remembered or purchased today. Hochberg Decl., ¶ 18. 28

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1 process appropriate particularly where claim form was easy to fill out and submit). Notably, no 2 one has raised the content of the claim form or the existence of a claim form process as an issue 3 with the settlement. 4 Here, the claim form was sent directly to all potential class members with their royalty 5 statements, in which their royalty payments are enclosed, and was available online—the greatest 6 possible accessibility. It only asked the Claimant to include their name, contact information and 7 connection to an artist. See Warshaw Decl., Ex. E. Claimants were further asked to make only 8 their best effort to fill out the form and no forms were excluded for failure to fill out the form 9 properly. Id. The claim form could be submitted by mail or by email directly to the Settlement 10 Administrator. Id. Indeed, the claim forms were so easy to submit that hundreds of artists without 11 a connection to the Class filed claims. Hochberg Decl., ¶ 9.

12 F. Claim Forms are Equally Valid For Forward-Looking Relief 13 Where a claim form is validly utilized, the settlement benefits—past and forward- 14 looking—properly flow to the claimants and the entire class grants a release. While there are very 15 few settlements where part of the settlement involved future benefits to individual claimants, for 16 those few settlements that we could located that address individualized future benefits and the use

SAN FRANCISCO, CALIFORNIA 94104 17 of claim forms—each involved a class-wide release and each received final approval. 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 For example in Turner v. General Electric Company, the court held that a settlement was 19 fair, reasonable and adequate when it provided, only to claimants, an extended one-year 20 refrigerator warranty and the ability to obtain, in the future when certain criteria were met, 21 replacement refrigerators (or reimbursement of repair/replacement costs). 2006 WL 2620275 at 22 *5-7 (M.D. Fla. Sept. 13, 2006). If a class member did not submit a claim form, that class 23 member could not obtain the new refrigerator even if the circumstances giving rise to the new 24 refrigerator developed, even though the class member provided a full release. Likewise, a class 25 member that did not file a claim did not get the benefit of the extended warranty even though the 26 class member had released all future claims. The court approved the settlement—determining that 27 the claim form was reasonable and warranted— for both past and prospective relief. 28 Unlike here, in Turner, objectors specifically raised issues about the claim form

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1 requirement, asserting that it “only serve[d] to cut off the rights” of the class members to the 2 settlement benefits. Id. The court rejected this objection stating that the claim form “is clear and 3 simple, and is a reasonable administrative requirement. While the requirement could have been 4 negotiated away, the nature of arms-length bargaining results in some provisions which are not as 5 favorable as conceivably possible for each side.” Id. 6 Likewise, in DeHoyos v. Allstate Corp., the court issued final approval for a settlement that 7 required class members to complete a claim form in order to receive monetary payments for past 8 relief and to be eligible for the re-pricing of their insurance policy for the future using a new 9 insurance scoring algorithm to determine the premium. 240 F.R.D. 269, 313-314 (W.D. Tex. 10 2007). Once again, the court approved the settlement—determining that the claim form was 11 reasonable and warranted—for past and prospective relief and all class members granted a release. 12 Id. 13 There is also the Sony Music Settlement discussed above involving the same claims 14 against a different record company. That settlement involved a more onerous claim submission 15 process, requiring submittal of the claimant’s contracts, in order to be eligible for past relief and 16 future royalty increases. Warshaw Decl., Exs. A and B. All class members granted a full release

SAN FRANCISCO, CALIFORNIA 94104 17 for past and prospective claims. Id., Ex. A, §§1(q) and 2; see also, Ex. B, §§1(r) and 2. The court 44 MONTGOMERY STREET, SUITE 2450 PEARSON, SIMON & WARSHAW, LLP 18 determined the Sony Music Settlement was fair, reasonable and adequate, including the use of a 19 claims process for future relief. Id., Ex. C. 20 Fundamentally, the courts do not distinguish between past and future relief. The real 21 question is whether the claim form is warranted. If the use of the claim form is reasonable, as 22 discussed above, then only claimants are entitled to the settlement relief—past and future—and 23 defendants are entitled to a class-wide release under the law.

24 IV. THE SETTLEMENT CLASS SATISFIES THE REQUIREMENTS OF RULE 23 25 In its preliminary approval Order, this Court certified the Settlement Class as: “All persons 26 and entities (and their successors-in-interest, assigns and heirs) that are parties to a Royalty Rate 27 Contract, dated on or prior to December 31, 2001, with a WMG U.S. Label.” (Dkt. No. 101.) In 28 so doing, the Court made a preliminary determination that the Settlement Class satisfied the

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1 requirements of Rule 23. See MANUAL FOR COMPLEX LITIG., § 21.632 (4th ed. 2004). Plaintiffs 2 now submit that the Settlement Class may finally be certified for settlement purposes, as it 3 continues to meet all the requirements of Rule 23(a) and at least one of the requirements of Rule 4 23(b).

5 V. CONCLUSION 6 For all the foregoing reasons, Plaintiffs respectfully request that the Court grant final 7 approval to the Settlement Agreement. 8 9 DATED: November 26, 2014 /s/ Daniel L. Warshaw

10 Clifford H. Pearson (Bar No. 108523) Daniel L. Warshaw (Bar No. 185365) 11 Alexander R. Safyan (Bar No. 277856) 12 PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400 13 Sherman Oaks, CA 91403 Telephone: (818) 788 8300 14 Facsimile: (818) 788 8104 15 [email protected] [email protected] 16 [email protected]

SAN FRANCISCO, CALIFORNIA 94104 17 Bruce L. Simon (Bar No. 96241) 44 MONTGOMERY STREET, SUITE 2450

PEARSON, SIMON & WARSHAW, LLP PEARSON, SIMON & WARSHAW, LLP 18 44 Montgomery Street, Suite 2450 19 San Francisco, California 94104 Telephone: (415) 433-9000 20 Facsimile: (415) 433-9008 [email protected] 21 Michael D. Hausfeld (pro hac vice) 22 James J. Pizzirusso (pro hac vice) 23 Nathaniel D. Giddings (pro hac vice) HAUSFELD LLP 24 1700 K Street, NW Suite 650 Washington, D.C. 20006 25 Telephone: (202) 540-7200 Facsimile: (202) 540-7201 26 [email protected] 27 [email protected] [email protected] 28

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1 Michael P. Lehmann (Bar No. 77152) Bruce J. Wecker (Bar No. 78530) 2 Arthur N. Bailey, Jr. (Bar No. 248460) HAUSFELD LLP 3 44 Montgomery Street, Suite 3400 4 San Francisco, CA 94104 Telephone: (415) 633-1908 5 Facsimile: (415) 358-4980 [email protected] 6 [email protected] [email protected] 7 8 Paul R. Kiesel (Bar No. 119854) Jeffrey A. Koncius (Bar No. 189803) 9 KIESEL LAW LLP 8648 Wilshire Boulevard 10 Beverly Hills, California 90211 11 Telephone: (310) 854-4444 Facsimile: (310) 854-0812 12 [email protected] [email protected] 13 David M. Given (State Bar No. 142375) 14 Nicholas A. Carlin (State Bar No. 112532) 15 Alexander H. Tuzin (State Bar No. 267760) PHILLIPS, ERLEWINE & GIVEN LLP 16 50 California Street, 35th Floor San Francisco, CA 94111

SAN FRANCISCO, CALIFORNIA 94104 17

44 MONTGOMERY STREET, SUITE 2450 Tel: 415-398-0900 PEARSON, SIMON & WARSHAW, LLP Fax: 415-398-0911 18 [email protected] 19 [email protected] [email protected] 20 Michael W. Sobol (Cal. Bar No. 194857) 21 LIEFF CABRASER HEIMANN & BERNSTEIN, LLP 22 275 Battery Street, 29th Floor 23 San Francisco, California 94111 Telephone: (415) 956-1000 24 Facsimile: (415) 956-1008 [email protected] 25 Attorneys for Plaintiffs and the Class 26 27 28

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1 '$1,(//:$56+$: %DU1R GZDUVKDZ#SVZODZFRP 2 PEARSON, SIMON & WARSHAW, LLP 9HQWXUD%RXOHYDUG6XLWH 3 6KHUPDQ2DNV&$ 7HOHSKRQH 4 )DFVLPLOH 5 -$0(6-3,==,58662 DGPLWWHGSURKDFYLFH MSL]]LUXVVR#KDXVIHOGOOSFRP 6 HAUSFELD, LLP .6WUHHW1: 7 :DVKLQJWRQ'& 7HOHSKRQH 8 )DFVLPLOH 9 $WWRUQH\VIRU3ODLQWLIIVDQGWKH&ODVV 10

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EXHIBIT D WMG DOWNLOADCase3:12-cv-00559-RS CLASS SETTLEMENT Document110-1 Filed11/26/14 Page101FOR OFFICIAL of 102 USE ONLY PO BOX 8094 FARIBAULT, MN 55021-9494 01 IMPORTANT LEGAL MATERIALS

*0123456789* Page 1 of 2 CLAIM FORM WARNER MUSIC GROUP DOWNLOAD CLASS SETTLEMENT If you do not return this Claim Form, you may lose valuable rights under this Settlement. You May Be Eligible for Increased Royalties for Downloads or Mastertones as Part of this Settlement of a Class Action Lawsuit If you wish to receive benefits from this Settlement, please complete, sign, and return this Form, postmarked by May 31, 2014 to: WMG Download Class Settlement PO Box 8094 Faribault, MN 55021-9494 or by email to: [email protected] This Settlement includes certain people who have signed or who have rights under a contract with any U.S. record label that is now a part of Warner Music Group (“WMG”) or its subsidiaries. All of these record labels are referred to on this form as “WMG.” If you receive royalty statements from WMG, then you may be included. Note: only contracts signed on or before December 31, 2001, by which WMG accounts to you on a royalty rate or penny rate basis, are the subject of this Settlement; other contracts (such as joint ventures, profit splits, pressing and distribution deals) are not eligible. Complete the information below to the best of your ability to ensure your claim can be processed. All of the people that are parties to your contract with WMG need to submit a Claim Form for the claim to be valid (you can submit a single Claim Form together or separate Claim Forms individually as long as all parties submit a claim). If some but not all of the parties to your contract with WMG file a Claim Form, you will not be able to receive the benefits from this Settlement and you will be treated as if you had all filed a request for exclusion. If you are not sure how to answer any question on this Claim Form or have questions about your rights or this Settlement, please contact Class Counsel at: PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400 Sherman Oaks, CA 91403 Email: [email protected] (818) 788-8300 WARNER MUSIC GROUP DOWNLOAD CLASS SETTLEMENT WMG Download Class Settlement PO Box 8094 Faribault, MN 55021-9494 Please complete the information below to the best of your ability. 1. Please provide your contact information. Name: Address: City: State: Zip Code: Email: If more than one person is submitting this claim, please provide the names, postal addresses and email addresses for each claimant on an additional page. 2. Please identify the artist (individual or band), producer, or company that signed a recording contract with WMG and on whose behalf you are responding:

Name:

3. Do you think you may have a contract with a WMG U.S. Label dated prior to January 1, 2002 Yes No (If you are unsure, you can still submit the claim but you may not be eligible for the beneﬁts of the settlement)?

*4182* *CF* *RUST* *0123456789*Case3:12-cv-00559-RS Document110-1 Filed11/26/14 Page102 of 102

4. Do you think that you may have a contract with a WMG U.S. Label pursuant to which WMG Yes No accounts to you based on a royalty rate or a penny rate and not one that is a joint venture, proﬁt share, or other arrangement (If you are unsure, you can still submit the claim but you may not be eligible for the beneﬁts of the settlement)?

5. Are you a “successor-in-interest” (e.g., the heir, estate, or assignee) to the artist or company Yes No that signed a recording contract with WMG, or an authorized representative of a successor- in-interest to the artist or company that signed a recording contract with WMG?

6. Are you a producer that signed a contract directly with WMG, or an authorized representative Yes No of such a producer? If you only receive a share of an artist’s royalties under a letter of direction or a contract between you and an artist, check “No. “

7. Are you a successor-in-interest (e.g., the heir, estate, or assignee) to a producer that signed Yes No a contract directly with WMG, or an authorized representative of such a successor? If you only receive a share of an artist’s royalties under a letter of direction or a contract between your predecessor-in-interest and a producer or artist, check “No. “

Signature: Date: / / * Your contact information is conﬁdential and will be shared only with the court-appointed claims administrator, WMG, its lawyer and the lawyers for the plaintiffs in the case. If more than one person is submitting this claim, please print name and sign below:

Print Name:

Signature: Date: / /

Print Name:

Signature: Date: / /

Print Name:

Signature: Date: / /

Print Name:

Signature: Date: / /

Print Name:

Signature: Date: / /

Print Name:

Signature: Date: / / QUESTIONS? CALL (877) 690-7098 TOLL-FREE, OR VISIT WWW.WMGDOWNLOADSETTLEMENT.COM

Page 2 of 2 Case3:12-cv-00559-RS Document110-2 Filed11/26/14 Page1 of 9

GLENN D. POMERANTZ (State Bar No. 112503) 1 [email protected] TAMERLIN J. GODLEY (State Bar No. 194507) 2 [email protected] MELINDA E. LEMOINE (State Bar No. 235670) 3 [email protected] MUNGER, TOLLES & OLSON LLP 4 355 South Grand Avenue Thirty-Fifth Floor 5 Los Angeles, California 90071-1560 Telephone: (213) 683-9100 6 Facsimile: (213) 687-3702 7 Attorneys for Defendant WARNER MUSIC GROUP CORP. 8

9 UNITED STATES DISTRICT COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN FRANCISCO DIVISION 12

13 IN RE: WARNER MUSIC GROUP CORP. Case No. 12-cv-0559-RS DIGITAL DOWNLOADS LITIGATION 14 DECLARATION OF ELLEN HOCHBERG IN SUPPORT OF PLAINTIFFS’ MOTION 15 FOR FINAL APPROVAL 16 Judge: Hon. Richard Seeborg 17 Date: January 8, 2015 Time: 1:30 p.m. 18 Crtrm.: 3, 17th Floor Judge: Hon. Richard Seeborg 19 20 21 22 23 24 25 26 27 28

861420.1 12-cv-0559-RS DECLARATION OF ELLEN HOCHBERG IN SUPPORT OF PLAINTIFFS’ MOTION FOR FINAL APPROVAL Case3:12-cv-00559-RS Document110-2 Filed11/26/14 Page2 of 9

1 DECLARATION OF ELLEN HOCHBERG 2 I, Ellen Hochberg, hereby declare as follows: 3 1. I am Vice President of Litigation for Warner Music Group (“WMG”). I 4 have personal knowledge of the matters stated herein, and if called and sworn as a witness, I could 5 and would testify competently thereto. I have directed the litigation in the above captioned matter 6 for WMG, including management of the claims processing work done by WMG pursuant to the 7 parties’ settlement agreement. 8 2. Rust Consulting hired six claims analysts specifically to review the claim 9 forms submitted by potential Class Members and WMG’s internal records to determine whether

10 each claim form was associated with one or more Class Contracts.1 I supervised and reviewed 11 their claims processing work. 12 3. For the purpose of implementing direct mail notice, WMG cannot readily 13 determine the exact identity or number of Class Members from among its thousands and 14 thousands of royalty recipients. Pursuant to the Notice plan, WMG sent notice of the settlement to 15 everyone who receives U.S. royalty statements from WMG except for WMG’s “on roster” U.S. 16 artists with agreements dated after January 1, 2002 (which is a very limited group for which 17 contract information could be readily obtained) and certain individuals or entities with non-royalty 18 rate contracts, which are paid through a different process (another very limited group) and could 19 also readily be identified as outside the Class. “On roster” artists are those actively recording for 20 WMG. 21 4. WMG sent notice in royalty statements to ~26,000 royalty recipients. 22 Those same individuals received a follow-up postcard reminding them about the claim-filing 23 deadline at the end of May 2014. Some portion of those royalty recipients, although WMG cannot 24 readily identify how many or which ones, are artists with contracts signed within the last 12 years 25 and not part of the Class. Other royalty recipients are excluded from the Class for various 26 27 1 My declaration incorporates the definitions outlined in the Stipulation of Settlement. 28

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1 additional reasons, including but not limited to: they have already resolved the claims at issue in 2 this lawsuit directly with WMG; WMG does not have the right to sell Downloads/Mastertones of 3 the artist’s recordings; or the artist is not compensated on a royalty rate basis. Producer royalty 4 recipients are even more difficult to identify as Class Members. Many producers are paid under 5 letters of direction from the artist and not under contract with WMG, excluding them from the 6 Class. 7 5. The claim submission period opened after the Court granted preliminary 8 approval of the settlement on January 23, 2014 and continued for four months through May 31, 9 2014. Throughout this time, WMG placed a link to the settlement website on www.WMG.com.

10 Claimants were asked to make only their best effort to fill out the form and no forms were 11 excluded for failure to fill out the form properly. The claim form could be submitted by mail or 12 by email directly to the Settlement Administrator. Ultimately, 2,052 claim forms were submitted. 13 Approximately 130 of those claim forms were submitted after the May 31, 2014 deadline, but all 14 claim forms that were filed were processed, including these late claim forms. 15 6. The processing of the claim forms was an arduous and time-consuming task 16 that is ongoing. The six analysts hired especially for this project worked on the process for over 17 2,700 hours. This is the equivalent of one person working full time for over one year and four 18 months. I reviewed all of that work, which hours are not captured in the 2,700 hour total. Outside 19 counsel also spent significant hours assisting with the process; these hours also are not captured in 20 the total. 21 7. For each claim form, the following work was conducted: 22 a. A search of WMG’s records to see if the artist or producer had one 23 or more contracts in the contract database and/or paper files. 24 (1) Often the claimant identified on the form was an heir or a 25 representative of an artist or producer. Where it was unclear 26 from the claim form what connection the claimant had to 27 WMG, if any, the analyst would conduct Internet and 28

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1 discography research to determine if the claimant was related 2 to an artist or producer with a WMG contract. Once a 3 connection was identified, a renewed contract search was 4 initiated. 5 (2) If no connection with WMG could be identified, the claimant 6 was sent a cure letter informing the claimant that no 7 connection with WMG could be established and asking for 8 further information. These claimants received a second 9 chance to establish a connection to WMG. 10 b. Once all the contracts related to the claim form were located (and 11 most artists had multiple contracts and amendments in the files), 12 each contract had to be reviewed to determine whether one or more 13 of the contracts (1) were dated prior to January 1, 2002; (2) were 14 between the claimant(s) or the claimant(s)’ family member and a 15 WMG U.S. entity; and (3) were of the type that provided for 16 payment of royalties (rather than some other form of 17 compensation)—contracts that meet these three requirements are 18 Class Contracts. 19 (1) In certain instances (most notably where WMG had acquired 20 another recording company with inadequate record keeping), 21 WMG had no contracts but there was indicia from Internet 22 and discography research that the claim form was associated 23 with a Class Contract. In those instances, WMG had to turn 24 to another database to try to determine whether the claimant 25 was paid pursuant to a Class Contract, even if WMG did not 26 have the Class Contract in its possession. 27 (2) In many instances, artists were members of multiple bands 28

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1 over the years that formed, broke up, and formed again, with 2 multiple contracts, different band members, and sometimes 3 different band names. Parsing through each claimant’s 4 contractual history was difficult and time-consuming. 5 c. For all Class Contracts, the analyst then needed to determine 6 whether all of the signatories to the Class Contract had filed a claim 7 form. The Settlement Agreement requires that all signatories to a 8 recording contract file a claim for a claim to be valid. The consent 9 of all the parties to the contract is required to change the terms of the 10 contract, which is the result of a claim form filing. If all signatories 11 do not agree to file the claim, then the band becomes an opt-out. 12 (1) Where one or more of the Class Contract signatories had not 13 filed a claim form, the claimant was sent a cure letter 14 identifying the additional signatories that were needed. 15 WMG has been assisting band members in locating further 16 signatories, which follow-up work is continuing. 17 (2) Certain claim forms were also signed by representatives on 18 behalf of a group or by one band member on behalf of the 19 group. WMG is in the process of confirming that these 20 representatives are authorized representatives, which process 21 will take additional follow-up work. 22 d. Where the claim form was associated with at least one Class 23 Contract, the analyst then consulted separate records to determine 24 whether the Claimant had released the claims at issue in this lawsuit 25 in an audit or lawsuit settlement. 26 e. Once a claim form was identified with one or more Class Contracts 27 not excluded on the basis of a settlement, WMG then turned to yet 28

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1 another database to determine the Downloads/Mastertones revenue 2 related to the Class Contract(s) to estimate the past relief due the 3 claimant under the Settlement Agreement. 4 8. WMG’s claims processing is ongoing, but to date it estimates the following 5 results: 6 a. Of the 2052 claim forms submitted: 7 (1) ~130 were filed late but still included in the review process. 8 (2) ~1069 are associated with one or more Class Contracts and 9 are not excluded from the Class by means of a settlement 10 (“Authorized Claimants”). 11 (3) ~45 are still under review. 12 (4) ~938 are not associated with a Class Contract or are 13 excluded from the Class by means of a settlement. 14 9. It was apparent from WMG’s review that, given the simplicity of the claim 15 form, a number of artists, producers and even many music publishers and songwriters (who would 16 not be part of the Class in any event) submitted claim forms just in case they would be deemed 17 part of the Class, resulting in the high number of claim forms not associated in any way with a 18 Class Contract. 19 10. Additional work will be required for each claimant after final approval. 20 Specifically, WMG will need to conduct: 21 a. A detailed analysis of the revenue associated with each Class 22 Contract to determine the exact amount of payout to each Claimant; 23 and 24 b. A detailed analysis and implementation of the increased royalty 25 rates for each Claimant going forward consistent with the Settlement 26 Agreement. This work will require WMG analysts to determine the 27 current U.S. and foreign rates for all of the Authorized Claimants, 28

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1 on an artist-by-artist basis, which rates often vary by album such 2 that an individual band or artist can have four or five (or more) 3 different rates for both U.S. and foreign sales. The analyst will then 4 have to accurately apply the appropriate rate increases under the 5 Settlement Agreement and manually modify WMG’s royalty system 6 accordingly on an artist-by-artist and rate-by-rate basis. 7 11. WMG estimates that this work will take two analysts working full time up 8 to a year to implement the past and future relief for each Claimant. 9 12. Based on WMG’s analysis to date, WMG anticipates paying out ~$3.5 10 million in past relief. This is equivalent to a Class take rate of ~40%; that is claims have been 11 filed by Class Members representing ~40% of the total Class Revenue (a high claims rate in a 12 class settlement). The remaining amounts in the Settlement Fund (after payment of past relief, 13 attorneys’ fees, incentive awards and administrative costs) will be used by WMG to pay the 14 increased royalty payments going forward. WMG’s future obligation is not limited to the 15 remaining amount in the Settlement Fund, however; it is obligated to pay the increased rates for as 16 long as it pays royalties on Downloads/Mastertones, which WMG anticipates will exceed the 17 remaining funds in the Settlement Fund. The analysis of the past relief payout is not a precise 18 calculation of the amount that will be paid. Certain categories of Authorized Claimants require a 19 detailed and further time-consuming analysis to determine exactly what past relief payout they 20 will receive. For example, for those Authorized Claimants with one or more Class Contracts and 21 one or more non-Class Contracts, the exact amount of Class-related revenue needs to be calculated 22 and utilized in the payout formula. This will require WMG to determine (a) which recordings are 23 subject to the in-Class contract(s) and which recordings are subject to the out-of-Class contract(s); 24 and (b) the revenue per album subject to the in-Class contract(s) that should be used to calculate 25 the past relief. That detailed work will take significant time and has not been done with precision 26 at this point. For its current analysis, WMG estimates that, on average, 75% of these claimants’ 27 revenue will be associated with a Class Contract. 28

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1 13. Likewise, a producer’s past relief is a fraction of the amount that would be 2 paid to the artist based upon the same revenue. This fraction is calculated by comparing the 3 producer’s royalty rate to the artist’s royalty rate. Again, this is a detailed calculation that will 4 require careful review of the applicable royalty rates that will take much time. At this juncture, 5 WMG has estimated the past relief for producers at 30% of the payout to the artist for the same 6 revenue. WMG made other like assumptions in calculating the estimated payout. 7 14. It is hard to translate claim forms into the number of people represented by 8 those claim forms. Some claim forms were filed by multiple individuals together while some 9 were filed by sole individuals even though they were a member of a band. Some claimants also 10 filed multiple claim forms either by mistake or to cover different contracts. 11 15. Without the use of claim forms, WMG would have to locate and review all 12 of the contracts relating to each of the ~26,000 statements it sends out to determine whether the 13 recipients are signatories to Class Contracts as outlined in Paragraph 7. As noted above, 14 reviewing the 2,052 claim forms submitted and determining whether the claimant was in the Class 15 took over 2,700 hours. At this rate, it would take WMG over 34,000 hours to accomplish this 16 same work for the ~26,000 royalty recipients, or one person working full time without vacation for 17 over 16 years. 18 16. Without the submission of claim forms, WMG would also have to spend 19 significant time and resources to calculate the past and future recovery for all of the Class 20 members identified. To calculate the past relief, WMG would have to identify the 21 Downloads/Mastertones revenue related to thousands of artists’ Class Contracts (but excluding 22 any revenue related to out of Class contracts) and apply the total revenue to the past relief formula. 23 17. To calculate the future relief would require WMG analysts to determine the 24 current U.S. and foreign rates for thousands of artists, which rates often vary by album such that 25 an individual band or artist can have four or five (or more) different rates for both U.S. and foreign 26 sales on an artist-by-artist basis, and then accurately apply the appropriate rate increases under the 27 Settlement Agreement and manually modify WMG’s royalty system accordingly on an artist-by- 28

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1 DANIEL L. WARSHAW (Bar No. 185365) [email protected] 2 PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400 3 Sherman Oaks, CA 91403 Telephone: (818) 788-8300 4 Facsimile: (818) 788-8104 5 JAMES J. PIZZIRUSSO (admitted pro hac vice) [email protected] 6 HAUSFELD, LLP 1700 K Street NW 7 Washington, DC 20006 Telephone: (202) 540-7200 8 Facsimile: (202) 540-7201 9 Attorneys for Plaintiffs and the Class 10 UNITED STATES DISTRICT COURT 11 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 12 CASE NO. 12-CV-0559-RS 13 CLASS ACTION 14 15 DECLARATION OF GARY M. WRIGHT IN SUPPORT OF PLAINTIFFS’ MOTION 16 FOR FINAL APPROVAL OF IN RE: WARNER MUSIC GROUP CORP. SETTLEMENT AND PLAINTIFFS’ DIGITAL DOWNLOADS LITIGATION 17 MOTION FOR ATTORNEYS’ FEES, LITIGATION COSTS, AND INCENTIVE 18 AWARDS 19 (Assigned to the Honorable Richard Seeborg) 20 [Complaint Filed: February 2, 2012] 21 Date: January 8, 2015 Time: 1:30 p.m. th 22 Crtrm.: 3, 17 Floor Judge: Hon. Richard Seeborg 23 24 25 26 27 28

861419.1 CASE NO. 12-CV-0559-RS DECLARATION OF GARY M.WRIGHT Case3:12-cv-00559-RS Document110-3 Filed11/26/14 Page2 of 6

1 I, Gary M. Wright, declare as follows: 2 1. I am a named plaintiff and proposed Class Representative in this consolidated class 3 action. I make this declaration upon my personal knowledge, unless otherwise indicated. If called 4 upon as a witness, I could and would competently testify to these matters. 5 2. I submit this declaration in support of Plaintiffs’ Motion Final Approval of 6 Settlement reached in this case, as well as in support of Plaintiffs’ Motion for Attorneys’ Fees, 7 Litigation Costs, and Incentive Awards. For the reasons laid out below, I believe that these 8 Motions should be approved.

9 Personal Information 10 3. I presently reside in Southern California. 11 4. I signed a recording agreement with Warner Brothers Records in 1975. Warner 12 Brothers Records is now owned by the Defendant, Warner Music Group Corp. (“WMG”). Under 13 this agreement, I recorded extremely successful sound recordings, including (among others): 14 a. “Dreamweaver”, which has sold more than 1,000,000 copies since its 15 release and was awarded a gold disc by the Recording Industry Association of America (“RIAA”) 16 in March 1976; and 17 b. “Love Is Alive” which hit number 2 on the Hot 100. 18 5. My recording agreement (Clause 5(b)(4)) provides that for the royalties owed for 19 “masters licensed” to other parties, I would be paid “a royalty equal to fifty percent (50%) of 20 Distributor’s net receipts derived from the masters hereunder,” but I was not paid royalties for 21 digital downloads on this basis. Thus, I believe I am a member of the proposed class and a 22 suitable Class Representative.

23 Risks from Joining This Lawsuit 24 6. Through the success of my sound recordings, I have gained national and 25 international prominence as a recording artist. This prominence continues through today. 26 27 28

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1 7. My current music and entertainment related activities include touring, recording, 2 and publishing my autobiography, Dream Weaver: Music, Meditation, and My Friendship with 3 George Harrison. 4 8. At the time I decided to serve as a class representative in this class action lawsuit 5 against WMG, I was concerned that bringing such a high-stakes class action lawsuit against a 6 major record label had the potential to jeopardize my future in the music industry including 7 licensing income (controlled by the label), as well as future projects requiring the label’s co- 8 operation. 9 9. I nonetheless decided to pursue this litigation on behalf of myself and other 10 recording artists because I felt that my status in the industry could assist in bringing national 11 attention to the digital downloads issue and the plight of artists, particularly those from my era, 12 and could also help to facilitate a successful resolution in this matter for other recording artists. 13 10. If the case was unsuccessful, I not only risked alienating a major label, but also the 14 entire industry upon which I owed a significant portion of my livelihood. It was not an easy 15 decision, but one which I proudly made to stand up for other recording artists like myself.

16 Involvement in the Lawsuit 17 11. As a named plaintiff, I have actively participated in this action from its inception. 18 12. I have been in regular contact with my counsel concerning the progress of this 19 litigation, including the settlement negotiations with WMG. This included the participation of my 20 music transactional attorney, whose time I paid for in this. 21 13. Initially, I was interviewed about my role in the music industry, my knowledge of 22 digital download royalty scales, and other information relevant to the lawsuit. Together with my 23 music transactional attorney, I searched my legal and business records and provided my counsel in 24 this case with relevant documents, including royalty statements. I estimate I spent approximately 25 three to four hours on these specific communications and the initial investigation. 26 14. After these discussions, I decided to pursue legal action against WMG to force it to 27 change its business practices and compensate artists like myself. I was well aware of the risk that 28

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1 an unsuccessful action could lead to a judgment against me and potential liability for costs in the 2 event of an adverse outcome in addition to the professional risks I discussed above. 3 15. Nevertheless, I reviewed and approved the filing initial Complaint and provided 4 feedback to my counsel that the allegations therein were true and correct based on my information 5 and belief. My best estimate is that meetings and various communications with my counsel in this 6 matter as well as my music transactional attorney regarding the filing of the legal action and 7 reviewing the Complaint took about two to three hours. 8 16. After the filing of the Complaint, when my counsel in the case had questions about 9 various issues related to the music industry or the case, they would often call me and we would 10 discuss these issues. I estimate I spent about two to three hours on these other communications and 11 tasks. 12 17. My counsel informed me about the prospect for resolution and the potential for 13 settlement. I was very involved in the settlement discussions. I stayed informed of developments, 14 including the mediations before Judge Weinstein and subsequent meetings and discussions with 15 WMG. 16 18. I have continued to keep informed about the settlement process. Throughout the 17 settlement negotiations, I communicated my views of the various settlement proposals with my 18 counsel, including giving my counsel authority to eventually enter into this settlement with WMG. 19 This included the participation of my music transactional attorney. I believe that my efforts 20 significantly contributed to the settlement and WMG’s eventual agreement to change its business 21 practices. I estimate my music transactional attorney and I spent approximately three to four hours 22 on assisting with and discussing settlement with my counsel. 23 19. All in all, I estimate that I spent approximately 10 hours total on this case, 24 exclusive of the time spent by my music transactional attorney, which could easily have been 25 another four to five hours at his customary hourly rate. In the entertainment field, for example, I 26 am often compensated $7,500 for a single night’s performance, which from start to finish requires 27 approximately two to three hours of my time. 28

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1 Support for Settlement, Attorneys’ Fees, and Incentive Awards 2 20. I am familiar with and wholeheartedly support final approval of the settlement 3 reached with WMG in this case. I understand that this settlement provides for pro rata payments 4 for past downloads and an increase in the digital download royalty rate for members of the class 5 who make claims. I believe that this will assist many artists like me. 6 21. I am familiar with and also support approval of the proposed plan to allocate the 7 settlement fund among the members of the class. I understand that class members will receive a 8 share of the settlement fund in proportion to the number of digital downloads they had in the 9 relevant time period and that any remainder will be used to pay future royalty increases going into 10 the future. I believe that this is a fair and efficient method of distribution and that the future 11 payments will continue to benefit artists as long as their music is downloaded. 12 22. I am familiar with and also support the application for attorneys’ fees and 13 reimbursement of expenses by counsel. I understand that counsel are seeking a fee equal to 25% of 14 the overall settlement amount (including future relief), plus interest and expenses. If I were 15 pursuing this matter individually, this is a fee arrangement that I would have approved. 16 23. I also believe that counsel for the class provided high quality services. I had the 17 opportunity to experience and assess the quality of those services first-hand, in particular, during 18 the numerous discussions I had with my counsel about the case and especially its resolution. 19 24. I am also familiar with and also support the application for incentive awards for 20 each of the named plaintiffs, including myself. I understand that WMG has agreement to pay me, 21 as a Class Representative in this action, the sum of $10,000.00 for my time and effort in 22 prosecuting this case, as well as for the risk involved, both financial and professional. I 23 understand that, only after the parties had agreed to all substantive terms relating to class 24 compensation, were the incentive awards agreed to through arm’s-length negotiations. As 25 described herein, I have personally dedicated a substantial amount of time and effort in 26 representing the class. 27 28

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1 DANIEL L. WARSHAW (Bar No. 185365) [email protected] 2 PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400 3 Sherman Oaks, CA 91403 Telephone: (818) 788-8300 4 Facsimile: (818) 788-8104 5 JAMES J. PIZZIRUSSO (admitted pro hac vice) [email protected] 6 HAUSFELD, LLP 1700 K Street NW 7 Washington, DC 20006 Telephone: (202) 540-7200 8 Facsimile: (202) 540-7201 9 10 UNITED STATES DISTRICT COURT 11 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 12 CASE NO. 12-CV-0559-RS 13 CLASS ACTION 14 15 DECLARATION OF JOSEPH RUST, CPA IN SUPPORT OF PLAINTIFFS’ MOTION 16 FOR FINAL APPROVAL OF IN RE: WARNER MUSIC GROUP CORP. SETTLEMENT AND PLAINTIFFS’ DIGITAL DOWNLOADS LITIGATION 17 MOTION FOR ATTORNEYS’ FEES, LITIGATION COSTS, AND INCENTIVE 18 AWARDS 19 (Assigned to the Honorable Richard Seeborg) 20 [Complaint Filed: February 2, 2012] 21 Date: January 8, 2015 Time: 1:30 p.m. th 22 Crtrm.: 3, 17 Floor Judge: Hon. Richard Seeborg 23 24 25 26 27 28

861388.1 12-CV-0559-RS DECLARATION OF JOSEPH RUST, CPA Case3:12-cv-00559-RS Document110-4 Filed11/26/14 Page2 of 5

1 I, Joseph Rust, declare as follows:

2 3 1. I have been a Partner at Prager and Fenton since 1994 and joined the firm in 1985. 4 I am licensed as a Certified Public Accountant in New Jersey and California. I hold the 5 designation of Certified Financial Planner. I was awarded a Certificate of Education Achievement 6 by the American Institute of Certified Public Accountants for completion of an integrated program 7 in business valuation. My areas of concentration are royalty examinations, special examinations 8 and financial due diligence on behalf of music publishing companies, songwriters, motion picture

9 profit participants and artists. I have been involved in the purchase of copyrights, recording 10 catalogs and corporate stock in corporations engaged in the entertainment industry. I have also 11 valued musical copyrights for estate and gift tax purposes. Attached as Exhibit “A” is my current 12 resume. 13 14 2. I received confidential information for the purpose of verifying the reasonableness 15 of the calculation methodology, assertions and assumptions presented in the January 30, 2013

16 memorandum prepared by Warner Music Group’s counsel to Class Counsel (collectively “Parties”

SAN FRANCISCO, CALIFORNIA 94104 94104 CALIFORNIA SAN FRANCISCO, 17 – the specified parties) in the course of settlement negotiations. I supervised the analysis of the 44 MONTGOMERY STREET, SUITE 2450 2450 SUITE STREET, 44 MONTGOMERY PEARSON, SIMON & WARSHAW, LLP LLP SIMON & WARSHAW, PEARSON, 18 data furnished and found no material discrepancies with Warner Music Group’s calculation 19 methodology, assertions and assumptions. 20 21 3. My engagement was not intended to constitute an audit in accordance with 22 generally accepted auditing standards for the purpose of expressing an opinion on any financial

23 statement of Warner Music Group. The sufficiency of the methodology, assertions and 24 assumptions is solely the responsibility of the specified parties. This declaration is solely limited 25 / / / 26 / / / 27 / / / 28 / / /

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EXHIBIT A Case3:12-cv-00559-RS Document110-4 Filed11/26/14 Page5 of 5

Joseph Rust, CPA, CFP

Partner, Los Angeles, CA (310) 207-2220 [email protected]

Joseph Rust leads Prager and Fenton’s LA - based Profit Participation and Royalty Auditing team and personally supervises all engagements in this area. With over 28 years experience; 18 years as a partner serving clients in creative industries, Joseph brings an impressive level of expertise and experience to his engagements.

Royalties and profit participations can provide significant income for firm clients, however, the complexity of the underlying transactions and calculations can lead to potential underpayment. Joseph leads comprehensive royalty audits for clients in; music recording and publishing, television, motion pictures, theater, merchandising, video games, new media and book publishing that uncover these underpayments and help ensure that clients are compensated in accordance with their contracts.

In addition to royalty and profit participation auditing, Joseph Rust provides additional services to clients including; special examinations, copyright and intellectual property valuations and financial due diligence on behalf of rights holders, and business management services to entertainers and executives.

Mr. Rust is a certified public accountant (CPA) licensed in the states of California and New Jersey, as well as a certified financial planner. He is a member of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants, and the New Jersey Society of Certified Public Accountants.

Joseph Rust earned a Bachelor of Arts in economics from Rutgers University. Case3:12-cv-00559-RS Document110-5 Filed11/26/14 Page1 of 6

1 DANIEL L. WARSHAW (Bar No. 185365) [email protected] 2 PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400 3 Sherman Oaks, CA 91403 Telephone: (818) 788-8300 4 Facsimile: (818) 788-8104 5 JAMES J. PIZZIRUSSO (admitted pro hac vice) [email protected] 6 HAUSFELD, LLP 1700 K Street NW 7 Washington, DC 20006 Telephone: (202) 540-7200 8 Facsimile: (202) 540-7201 9 Attorneys for Plaintiffs and the Class 10 UNITED STATES DISTRICT COURT 11 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 12 CASE NO. 12-CV-0559-RS 13 CLASS ACTION 14 15 DECLARATION OF KATHY SLEDGE LIGHTFOOT IN SUPPORT OF 16 PLAINTIFFS’ MOTION FOR FINAL IN RE: WARNER MUSIC GROUP CORP. APPROVAL OF SETTLEMENT AND DIGITAL DOWNLOADS LITIGATION 17 PLAINTIFFS’ MOTION FOR ATTORNEYS’ FEES, LITIGATION 18 COSTS, AND INCENTIVE AWARDS 19 (Assigned to the Honorable Richard Seeborg) 20 [Complaint Filed: February 2, 2012] 21 Date: January 8, 2015 Time: 1:30 p.m. 22 Crtrm.: 3, 17th Floor Judge: Hon. Richard Seeborg 23 24 25 26 27 28

861401.1 CASE NO. 12-CV-0559-RS DECLARATION OF KATHY SLEDGE LIGHTFOOT Case3:12-cv-00559-RS Document110-5 Filed11/26/14 Page2 of 6

1 I, Kathy Sledge Lightfoot, declare as follows:

2 1. I am a named plaintiff and proposed Class Representative in this consolidated class 3 action. I make this declaration upon my personal knowledge, unless otherwise indicated. If called 4 upon as a witness, I could and would competently testify to these matters. 5 2. I submit this declaration in support of Plaintiffs’ Motion Final Approval of 6 Settlement reached in this case, as well as in support of Plaintiffs’ Motion for Attorneys’ Fees, 7 Litigation Costs, and Incentive Awards. For the reasons laid out below, I believe that these 8 Motions should be approved.

9 Personal Information 10 3. I presently reside in Newtown, Pennsylvania. 11 4. I along with the other members of “Sister Sledge,” signed a recording agreement 12 with Atlantic Recording Corporation in 1974. Atlantic Recording Corporation is now owned by 13 the Defendant, Warner Music Group Corp. (“WMG”). Under this agreement (and later 14 amendments), I recorded extremely successful sound recordings, including (among others): 15 a. The album “We Are Family,” was released in 1979 and certified Platinum1

16 by the Recording Industry Association of America; 17 b. Sister Sledge’s singles “We Are Family” and “He’s the Greatest Dancer” 18 from the We Are Family album are widely considered two of the most popular songs of all time, 19 both hitting #1 on the U.S. R&B Singles Chart,2 and #2 and #9 respectively on the American 20 Billboard Hot 100.3 21 5. My recording agreement (clause 3(j)) provides that for the royalties owed for 22 “masters licensed” to other parties, I would be paid a royalty equal to fifty percent (50%)4 of net

23 amount derived from the licensing of the masters. However, I was not paid royalties for digital

24 25 1 An RIAA-certified Platinum album is one that has sold at least one million copies. 2 http://www.allmusic.com/artist/sister-sledge-p5442/charts-awards/billboard-singles. 26 3 http://www.billboard.com/charts/hot-100#/artist/sister-sledge/chart- history/5682?f=379&g=Singles. 27 4 The royalty amount was originally set at 25% and later amended to 50% in 1979. 28

861401.1 2 CASE NO. 12-CV-0559-RS

DECLARATION OF KATHY SLEDGE LIGHTFOOT Case3:12-cv-00559-RS Document110-5 Filed11/26/14 Page3 of 6

1 downloads on this basis. Thus, I believe I am a member of the proposed class and a suitable Class

2 Representative.

3 Risks from Joining This Lawsuit 4 6. Through the success of my sound recordings, I have gained national and 5 international prominence as a recording artist. This prominence continues through today. 6 7. My current music and entertainment related activities include the recent releases of 7 two singles, “Keep It Movin” and “A Little A Lot”. “Keep It Movin” has reached #3 on the 8 Billboard International Dance Club chart. I am currently planning a tour in England to promote

9 these songs. I am also planning a New Year’s Eve concert in Dubai with Chaka Khan and Nile 10 Rodgers. 11 8. At the time I decided to serve as a class representative in this class action lawsuit 12 against WMG, I was concerned that bringing such a high-stakes class action lawsuit against a 13 major record label had the potential to jeopardize my future in the music industry including 14 licensing income (controlled by the label), as well as future projects. 15 9. I nonetheless decided to pursue this litigation on behalf of myself and other

16 recording artists because I felt that my status in the industry could assist in bringing national 17 attention to the digital downloads issue and the plight of artists, particularly those from my era, 18 and could also help to facilitate a successful resolution in this matter for other recording artists. 19 10. If the case was unsuccessful, I not only risked alienating a major label, but also the 20 entire industry upon which I owed a significant portion of my livelihood. It was not an easy 21 decision, but one which I proudly made in order to stand up for other recording artists like myself.

22 Involvement in the Lawsuit

23 11. As a named plaintiff, I have actively participated in this action from its inception. 24 12. I have been in continuous contact with my counsel concerning the progress of this 25 litigation, including the settlement negotiations with WMG. 26 13. Initially, I was interviewed about my role in the music industry, my knowledge of 27 digital download royalty scales, and other information relevant to the lawsuit. I searched my 28

861401.1 3 CASE NO. 12-CV-0559-RS

DECLARATION OF KATHY SLEDGE LIGHTFOOT Case3:12-cv-00559-RS Document110-5 Filed11/26/14 Page4 of 6

1 records and provided my counsel with relevant documents, including royalty statements. I spent

2 approximately 22 hours on these specific communications and the initial investigation. 3 14. After these discussions, I decided to pursue legal action against WMG in order to 4 force it to change its business practices and compensate artists like myself. I was well aware of the 5 risk that an unsuccessful action could lead to a judgment against me and potential liability for 6 costs in the event of an adverse outcome in addition to the professional risks I discussed above. 7 15. Nevertheless, I reviewed and approved the filing initial Complaint and provided 8 feedback to my Counsel that the allegations therein were true and correct based on my information

9 and belief. Meetings and various communications with my counsel regarding the filing of the 10 legal action and reviewing the Complaint took about 9 hours. 11 16. After the filing of the Complaint, when my Counsel had questions about various 12 issues related to the music industry or the case, they would often call me and we would discuss 13 these issues. I spent about 5 hours on these other communications and tasks. 14 17. My Counsel informed me about the prospect for resolution and the potential for 15 settlement. I was very involved in the settlement discussions. I stayed informed of all

16 developments, including the mediations before Judge Weinstein and subsequent meetings and 17 discussions with WMG. 18 18. I have continued to keep informed about the settlement process. Throughout the 19 settlement negotiations, I communicated my views of the various settlement proposals with my 20 counsel, including giving my counsel authority to eventually enter into this settlement with WMG. 21 I believe that my efforts significantly contributed to the settlement and WMG’s eventual 22 agreement to change its business practices. I spent approximately 15 hours on assisting with and

23 discussing settlement with my Counsel. 24 19. All in all, I estimate that I spent approximately 51 hours on this case. In the 25 entertainment field, I am often compensated $25,000 to $65,000 per hour.

26 Support for Settlement, Attorneys’ Fees, and Incentive Awards 27 20. I am familiar with and wholeheartedly support final approval of the settlement 28 reached with WMG in this case. I understand that this settlement provides for pro rata payments

861401.1 4 CASE NO. 12-CV-0559-RS

DECLARATION OF KATHY SLEDGE LIGHTFOOT Case3:12-cv-00559-RS Document110-5 Filed11/26/14 Page5 of 6

1 for past downloads and an increase in the digital download royalty rate for members of the class

2 who make claims. I believe that this will assist many artists like me. 3 21. I am familiar with and also support approval of the proposed plan to allocate the 4 settlement fund among the members of the class. I understand that class members will receive a 5 share of the settlement fund in proportion to the number of digital downloads they had in the 6 relevant time period and that any remainder will be used to pay future royalty increases going into 7 the future. I believe that this is a fair and efficient method of distribution and that the future 8 payments will continue to benefit artists as long as their music is downloaded.

9 22. I am familiar with and also support the application for attorneys’ fees and 10 reimbursement of expenses by counsel. I understand that Counsel are seeking a fee equal to 25% 11 of the overall settlement amount (including future relief), plus interest and expenses. If I were 12 pursuing this matter individually, this is a fee arrangement that I would have approved. 13 23. I also believe that counsel for the class provided high quality services. I had the 14 opportunity to experience and assess the quality of those services first-hand, in particular, during 15 the numerous discussions I had with my Counsel about the initial investigation of this case, as well

16 as its eventual resolution. 17 24. I am also familiar with and also support the application for incentive awards for 18 each of the named plaintiffs, including myself. I understand that WMG has agreement to pay me, 19 as a Class Representative in this action, the sum of $10,000.00 for my time and effort in 20 prosecuting this case, as well as for the risk involved, both financial and professional. I 21 understand that, only after the parties had agreed to all substantive terms relating to class 22 compensation, were the incentive awards agreed to through arm’s-length negotiations. As

23 described herein, I have personally dedicated a substantial amount of time and effort in 24 representing the class. 25 25. Given my prominence and the risk I faced, as well as the potential financial awards 26 available to class members (both for past damages and going into the future), I believe that the 27 proposed incentive award is fair and reasonable. I leveraged my prominence in the music industry 28

861401.1 5 CASE NO. 12-CV-0559-RS

DECLARATION OF KATHY SLEDGE LIGHTFOOT Case3:12-cv-00559-RS Document110-5 Filed11/26/14 Page6 of 6 Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page1 of 22

12 UNITED STATES DISTRICT COURT 13 NORTHERN DISTRICT OF CALIFORNIA 14

15 IN RE: WARNER MUSIC GROUP CORP. CASE NO. CV 12-0559-RS DIGITAL DOWNLOADS LITIGATION 16 DECLARATION OF MELISSA D. EISERT REGARDING FINAL 17 APPROVAL 18 Date: January 8, 2014 Time: 1:30 19 Crtrm.: 3 Judge: Hon. Richard Seeborg 20 21 22 23 24 25 26 27 28

CV 12-0559-RS DECLARATION OF MELISSA D. EISERT REGARDING FINAL APPROVAL Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page2 of 22

1 MELISSA D. EISERT, hereby declares under oath as follows:

2 3 1. I am a Senior Project Administrator for Rust Consulting, Inc. (“Rust”). I am over 4 twenty-one years of age and authorized to make this declaration on behalf of Rust Consulting. I 5 submit this Declaration to inform the Court of the claims notification process and other 6 administrative duties performed in the above-captioned action. I am fully familiar with, and have 7 personal knowledge of, the matters stated in this declaration. If called as a witness, I could testify 8 to these matters.

9 10 I. EXPERIENCE OF RUST CONSULTING 11 2. Rust specializes in class action notification and claims administration, including 12 telephone and web-based support, direct mail services, claims processing, and settlement fund 13 distribution. Founded in 1976, Rust began its claims administration practice in 1989 and has 14 extensive experience in class action matters, having provided services in class actions ranging in 15 size from 100 to 100 million class members, and has provided notification and/or claims

16 administration services for over 3,500 projects. 17 18 II. OVERVIEW OF RUST CONSULTING’S RESPONSIBILITIES 19 3. Rust’s responsibilities in administering the settlement in this action to date have 20 included the following: 21 a. sending CAFA Notification to the appropriate federal and state officials; 22 b. establishing a post office box and e-mail address to receive and process

23 Claim Forms, objections, opt-out requests, and correspondence form Class 24 Members; 25 c. sending deficiency letters and receiving and processing deficiency 26 responses; 27 28

2 CV 12-0559-RS DECLARATION OF MELISSA D. EISERT REGARDING FINAL APPROVAL Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page3 of 22

1 d. establishing and maintaining a toll-free number for Class Members to

2 obtain information about the Settlement; 3 e. receiving and responding to Claimant inquiries via email and telephone. 4 f. printing and mailing of the Long Form Notice and Claim Form for those 5 Claimants that requested a copy; 6 g. publication of the Summary Notice and Press Release; 7 h. printing and mailing of the reminder Postcard Notice; and 8 i. developing and maintaining a dedicated settlement website for this case.

10 III. CAFA NOTIFICATION 11 4. On January 10, 2014, Rust, on behalf of Warner Music Group Corp., served by 12 Certified Priority Mail on the appropriate federal and state officials, notice of the settlement 13 pursuant to CAFA, 28 U.S.C. § 1715. A sample of the letter that was sent in this notice is attached 14 as Exhibit A. Included in the notice was a CD containing the following documents in portable 15 document format (PDF):

16 a. The complaints, all materials filed with the complaints, and any amended 17 complaints filed in this matter; 18 b. A copy of the Parties motion for preliminary approval of the settlement, 19 including all supporting documents, which include the Settlement 20 Agreement, proposed long-form Notice, short-form notice, and Claim 21 Form; 22 c. The proposed Preliminary Approval Order; and

23 d. The Joint Stipulation to Shorten Time for Hearing Motion for Preliminary 24 Approval. 25

26 IV. CLAIMANT COMMUNICATION 27 5. Rust obtained a mailing address (P.O. Box 8094, Faribault, Minnesota 55021-9494) 28 and established an e-mail address ([email protected]) to receive and process

3 CV 12-0559-RS DECLARATION OF MELISSA D. EISERT REGARDING FINAL APPROVAL Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page4 of 22

1 written communications from Class Members including Claim Forms, opt-out requests, 2 objections, and correspondence, and to send and process deficiency letters. 3 6. As of November 8, 2014, Rust has received and processed 2,052 Claim Forms. 4 7. As of November 8, 2014, Rust has received 40 valid and timely opt-out requests. 5 A list of the 40 opt-out requests is attached hereto as Exhibit B. 6 8. As of November 8, 2014, Rust has not received any objections. 7 9. As of November 8, 2014, Rust has received 48 pieces of correspondence and 626 e- 8 mails. 9 10. As of November 8, 2014, Rust has mailed 697 deficiency letters to claimants. 10 a. On June 11, 2014 Rust sent a deficiency letter, attached as Exhibit C, to 11 attorney Don A. Hernandez for Debra Sledge, Joan Sledge, and Kim Sledge 12 Allen, stating that all signatories to their contract(s) with WMG need to 13 submit a Claim Form to be a member of the class and to ensure that they 14 have standing to file their objection. To date, Rust has not received a claim 15 form or opt-out request from Debra Sledge, Joan Sledge, Kim Sledge Allen. 16 11. On February 14, 2014, a toll-free number (1-877-690-7098) was activated to 17 provide general information on the Settlement, answers to frequently asked questions, and an 18 option to speak to a customer service representative and/or request a Long Form Notice and Claim 19 Form. 20 a. As of November 8, 2014, Rust has received 751 calls of which 26 21 individuals requested a Long Form Notice and Claim Form. 22

23 V. PUBLISHED NOTICE AND PRESS RELEASE 24 12. The Court-approved Publication Notice, attached as Exhibit D, was published in 25 magazines as follows: 26 a. A 1/4-page ad (4.8125” x 6.125”) appeared on page 45 of the February 22, 27 2014 issue of Billboard, which went on sale February 15, 2014. 28

4CV 12-0559-RS DECLARATION OF MELISSA D. EISERT REGARDING FINAL APPROVAL Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page5 of 22

1 b. A half-page ad (3.5” x 10”) appeared on page 63 of the March 13, 2014

2 issue of Rolling Stone, which went on sale February 28, 2014. 3 13. The Court-approved Publication Notice was published in newspapers as follows: 4 a. A 1/6-page ad (4.915” x 7”) appeared on page 9 of the February 20, 2014 5 issue of the Chicago Tribune. 6 b. A 1/6-page ad (4.92” x 7”) appeared twice in the Los Angeles Times as 7 follows: 8 (i) Page A11 of the February 20, 2014 issue.

9 (ii) Page A9 of the February 24, 2014 issue. 10 c. A 1/6-page ad (4.89” x 7”) appeared twice in the Nashville Tennessean as 11 follows: 12 (i) Page 6D of the February 19, 2014 issue. 13 (ii) Page 6A of the February 24, 2014 issue. 14 d. A 1/6-page ad (5.7” x 7”) appeared twice in the New York Times as 15 follows:

16 (i) Page B4 of the February 17, 2014 issue. 17 (ii) Page B7 of the February 24, 2014 issue. 18 14. A press release, attached as Exhibit E, was distributed on February 17, 2014 on PR 19 Newswire’s Full National Circuit. The press release was distributed to approximately 5,500 media 20 outlets and 5,400 websites. 21

22 VI. REMINDER POSTCARDS

23 15. On May 23, 2014, Rust caused 26,838 reminder postcards, attached as Exhibit F, to 24 be mailed to Class Members identified in a list provided by Warner Music Group Corp. The cost 25 for mailing Reminder Postcards was paid for by Class Counsel. 26 27 28

5 CV 12-0559-RS DECLARATION OF MELISSA D. EISERT REGARDING FINAL APPROVAL Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page6 of 22 Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page7 of 22

Exhibit A Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page8 of 22

January 10, 2014

Via U.S.P.S. Priority Certified Mail <> <> <> <> <>, <> <>

In Re: Warner Music Group Corp. Digital Downloads Litigation Case No. CV-12-0559-RS United States District Court; Northern District of California

Dear Sir or Madam:

Rust Consulting, Inc., claims administrator, on behalf of Warner Music Group Corp. (“WMG”), defendant in the above-referenced action, hereby provides your office with this notice under the provisions of the Class Action Fairness Act (“CAFA”), 28 U.S.C. § 1715, to advise you of a proposed class action settlement between WMG and the plaintiffs in the above-referenced action. Please take notice of the following items of information and enclosed materials, which are provided to you pursuant to 28 U.S.C. § 1715(b).

The Parties filed a motion with the United States District Court for the Northern District of California on December 31, 2013, requesting preliminary approval of the proposed settlement. The Court has not granted preliminary approval of the proposed settlement yet, nor has it scheduled a hearing for final approval of the settlement.

As part of this notice, please find copies of the following documents associated with this action on the enclosed CD:

1. The complaints, all materials filed with the complaints, and any amended complaints filed in this matter; Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page9 of 22

2. A copy of the Parties motion for preliminary approval of the settlement, including all supporting documents, which include the Settlement Agreement, proposed long-form Notice, short-form notice, and Claim Form; 3. The proposed Preliminary Approval Order; and 4. The Joint Stipulation to Shorten Time for Hearing Motion for Preliminary Approval.

Due to the nature of the settlement, it is not feasible at this time to provide a list of the names of the members of the class organized by the state in which they reside; a reasonable estimate of the number of potential class members residing in each state is attached as Exhibit A hereto. It is not feasible to provide a reasonable estimate of each states proportionate share of the settlement at this juncture.

There are no contemporaneous agreements between class counsel and counsel for defendant in conjunction with the proposed settlement, other than the enclosed settlement agreement and the confidential supplemental agreement referenced therein. At this time, there has been no final judgment or notice of dismissal, and there are no written judicial opinions relating to the matters detailed in this notice.

If you have questions about this notice, the settlement, or the enclosed materials, or if you did not receive any of the above-listed materials, please contact this office.

Sincerely,

/s/ Missy Eisert Senior Project Administrator Rust Consulting, Inc. 625 Marquette Ave., Suite 880 Minneapolis, MN 55402-2469 Phone: (612) 359-2000 Facsimile: (612) 359-2050

Enclosure Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page10 of 22

EXHIBIT A

State Estimate of Potential Class Members by State

Alabama 28 Alaska 1 Arizona 66 Arkansas 5 California 5,426 Colorado 40 Connecticut 66 Delaware 5 District of Columbia 39 Florida 348 Georgia 354 Hawaii 23 Idaho 8 Illinois 171 Indiana 31 Iowa 7 Kansas 4 Kentucky 15 Louisiana 71 Maine 13 Maryland 71 Massachusetts 153 Michigan 113 Minnesota 47 Mississippi 21 Missouri 35 Montana 5 Nebraska 4 Nevada 68 New Hampshire 15 New Jersey 392 New Mexico 22 New York 2,965 North Carolina 48 Ohio 80 Oklahoma 13 Oregon 50 Pennsylvania 182 Puerto Rico 1 Rhode Island 9 South Carolina 19 Tennessee 782 Texas 197 Utah 14 Vermont 17 Virginia 75 Washington 103 West Virginia 3 Wisconsin 26

22516103.1 Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page11 of 22

Exhibit B Case3:12-cv-00559-RS Document110-6RustConsulting,Inc. Filed11/26/14 Page12 of 22 WMGDownloadClassSettlement ExhibitBͲListofTimelyExclusions

Name 1 NANCYSINATRA&BOOTSENTERPRISESINC(collectively,"Boots") 2 JACKSONBROWNE 3 CROSBY,STILLSANDNASH 4 TOMPETTY 5 FLEETWOODMAC(INCLUDINGMEMBERS:MICKFLEETWOOD,JOHNMCVIE,CHRISTINEMCVIE,LINDSEYBUCKINGHAM,STEPHANIENICKS) 6 RAMONESPRODUCTIONSINC 7 CARLYSIMON 8 CurtomClassicsLLC(INCLUDINGINDIVIDUALALTHEIDA,ONBEHALFOFTHEDECEASEDCURTISMAYFIELD) 9 GOOGOODOLLS 10 LINDSEYBUCKINGHAM 11 CHICAGOMUSICINC(INCLUDINGMEMBERS:WILLIAMBCHAMPLAIN,JAMESCPANKOW,LEELOUGHNANE,WALTERPARAZAIDER,ROBERTW 12 AͲHA(INCLUDINGMEMBERS:MORTENHARKET,MAGNEFURUHOLMEN,PALWAAKTAARͲSAVOY) 13 STEELYDAN(INCLUDINGMEMBERS:DONALDFAGEN,WALTERBECKER) 14 JOEWALSH 15 CELTICMUSIC 16 RUFUS(INCLUDINGMEMBERS:TONYMAIDEN,KEVINMURPHY) 17 BODEONS(INCLUDINGMEMBERS:BARBARANEUMAN,SAMLLANAS,KESHAW,INC,RESOLUTIONRECORDING,INC,SHYSONGSLP,HLAͲMANN 18 RYCOODER/SOOLANDINC 19 SAMMOORE 20 AMERICA(INCLUDINGMEMBERS:GERALDBECKLEY,LEE"DEWEY"BUNNELL) 21 GLENNFREY 22 PETERYARROWANDPETER,PAULANDMARY 23 SONY/ATVMUSICPUBLISHING("SATV"),EMIMUSICPUBLISHING("EMI"),ANDEACHOFSATV'SANDEMI'SSUBIDIARIESANDAFFILIATEDMUSIC PUBLISHINGCOMPANIES 24 DEFTONES 25 DWIGHTYOAKAM 26 RODERICKDAVIDSTEWART 27 WARPRECORDSLTD 28 TRIGGERPRODUCTIONSINC(a.k.a.FOREIGNER.INCLUDINGMEMBERS:MICKJONES,LOUGRAMMATICO,DENNISELLIOT,RICKWILLS,IAN MCDONALD,EDGAGLIARDI,ALANGREENWOOD,UNUSUALHEAT) 29 DISNEYMUSICGROUP(INCLUDINGENTITIES:HOLLYWOODRECORDS,INC;WALTDISNEYRECORDS,ADIVISIONOFABC,INC.;LYRICSTREET RECORDS;MAMMOTHRECORDS;BUENAVISTARECORDS;DISNEYSOUND;DISNEYPEARL) 30 CONCORDMUSICGROUPINC(INCLUDINGENTITIES:TELARCINTERNATIONALCORPORATION,CONCORDRECORDS,SPECIALTYRECORDS) 31 BOYTOYINC.(INCLUDING:MADONNACICCONE) 32 GEORGEBENSON 33 DONALDFAGEN 34 JEWELKILCHER 35 STEPHANIENICKS 36 HIDEOUTRECORDSANDDISTRIBUTORSINC 37 BENNYHESTER 38 TUFAMERICAINC(INCLUDINGARTISTS:SPOONIEG,RAYCHARLES,JIMMYSPICER,JOELIGGINS,DAVYDMX,MARKTHE45KING,JOHNNYOTIS ORCH,LUCKYTHOMPSONQUARTET,JIMMYWITHERSPOON,SLIMGAILLARD&HISBOOGLEREENERS,YZ,FREDDY&THEMIGHTYMICMASTERS) 39 UNIVERSALMUSICGROUP(INCLUDINGENTITIES:A&MRecordsLimited;AftermathJV;CapitolChristianMusicGroup,Inc.;CapitolRecords,LLC; DeutscheGrammophonGesellschaftmbH;DisaLLC;EMI(Malaysia)SdnBhd;EMI(Singapore)Pte.Limited;EMIDiscosMiexico,S.A.deC.V.;EMI GroupCanadaInc.;EMIKentElektronikSan.VeTic.A.S.;EMILimited;EMIMusic(Thailand)CompanyLimited;EMIMusicArabiaFZE;EMIMusicde VenezuelaC.A.;EMIMusicEgyptLtd;EMIMusicMexico,S.A.deC.V.;EMIMusicSouthAfrica(Pty)Ltd;EMIOdeonSociedadAnonimaIndustrialy Comercial;EMIRecordedMusic(Chile)Limited;EMIRecordedMusicAustraliaPytLtd;EMIRecordedMusicColombiaS.A.;EMIRecordedMusic GmbH;EMIRecordedMusicHongKongLimited;EMIRecords(Ireland)Limited;EMIRecordsAustriaGmbH;EMIRecordsBrasilLtda.;EMIRecords NetherlandsB.V.;EMIRecordsNewZealand;EMIRecordsSwitzerlandAG;EMIZeneiKorlatoltFelelosseguTarsasag;Fonovisa,Inc;MercuryRecords B.V.;MercuryRecordsLimited;MinosͲEMIS.A.;OyEMIFinlandAb;OyEMIGroupFinlandAb;PolarMusicInternationalAB;PolydorB.V.;Polydor Limited;PolyGramB.V.;PolyGramPublishing,Inc;PriorityRecords,LLC;PT.UniversalMusicIndonesia;RocͲAͲFellaRecords,LLC;RondorMusic International,Inc;ShowDogͲUniversalMusic,LLC;SongsofUniversal,Inc;UMGRecordings,Inc;UniversalͲPolyGramInternationalPublishing,Inc; UniversalͲPolyGramInternationalTunes,Inc;UniversalͲSongsofPolyGramInternational,Inc;UniversalMusic(Thailand)Limited;UniversalMusic A/S[Denmark];UniversalMusicA/S[Norway];UniversalMusicAB;UniversalMusicAdministracaodeImoveisLtda.;UniversalMusicArgentinaS.A.; UniversalMusicAustraliaPty.Limited;UniversalMusicB.V.;UniversalMusicBulgariaEOOD;UniversalMusicCanadaInc.;UniversalMusicChileS.A.; UniversalMusicColombiaS.A.S;UniversalMusicCorp.;UniversalMusicEcuadorS.A.;UniversalMusicElSalvador,S.A.deC.V.;UniversalMusic EntertainmentGmbH;UniversalMusicEntertainmentLtda.;UniversalMusicFranceS.A.S.;UniversalMusicFranceSMPSARL;UniversalMusicGMBH [Austria];UniversalMusicGmbH[Germany];UniversalMusicGmbH[Switzerland];UniversalMusicGroupInternationalLimited;UniversalMusic GroupSwedenAB;UniversalMusicItalyS.r.l.;UniversalMusicLeisureLimited;UniversalMusicLimited[HongKong];UniversalMusicLtd.[Korea]; UniversalMusicLtd.[Taiwan];UniversalMusicLtd.[Brazil];UniversalMusicMexico,S.A.deC.V.;UniversalMusicMGBLimited;UniversalMusicNew ZealandLimited;UniversalMusicNV/SA;UniversalMusicOy;UniversalMusicPolskaSp.z.o.o;UniversalMusicPortugal,S.A.;UniversalMusicPte Ltd;UniversalMusicPublishing,Inc.;UniversalMusicUKLimited;UniversalMusicUruguayS.A.;UniversalMusicVenezuelaS.A.;UniversalMusica, Inc.;UniversalRecordsSouth,LLC;Universal/SurcoRecordVentures,Inc.;UniversalͲIslandRecordsLimited;UnivisionMusicGroupͲMexicoS.A.de C.V.;VirginRecords(India)Pvt.Ltd.;VirginRecordsAustraliaPtyLtd;VirginRecordsLimited)

40 OPALLIMITED(INCLUDINGINDIVIDUAL:BRIANENO) Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page13 of 22

Exhibit C Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page14 of 22

WMG Download Settlement P.O. Box 8094 Faribault, MN 55021 [email protected]

June 11, 2014

Debra Sledge, Joan Sledge, and Kim Sledge Allen C/O Don A. Hernandez GONZALEZ SAGGIO & HARLAN LLP 2 North Lake Avenue, Suite 930 Pasadena, CA 91101

RE: WARNER MUSIC GROUP (WMG) DOWNLOAD CLASS SETTLEMENT—Notice of Objection Deficiency

Dear Objector:

We have received the Objection you submitted in this Settlement. However, a valid Claim Form was not submitted by all of the signatories to your contract(s) with WMG.

All of the signatories to your contract(s) with WMG need to submit a Claim Form for the claim to be valid, for you to be a member of the class, and to ensure that you have standing to file the Objection. If some but not all of the signatories to your contract(s) with WMG submit a Claim Form, you and the remaining signatories to your contract(s) with WMG will not be eligible to receive the benefits from this Settlement, you will be treated as if you had all filed a request for exclusion, and you are unlikely to have standing to pursue the Objection.

Enclosed is a copy of the Claim Form that must be submitted by all of the signatories to your contract(s) with WMG for the claim to be valid. Signatories can submit a single Claim Form together or separate Claim Forms individually as long as all signatories submit a Claim Form. Please mail or email completed Claim Forms to the address above postmarked or emailed no later than July 10, 2014. If the deficiency in the claim is not cured by emailing or sending by this date, then you will not be eligible to receive the benefits from this Settlement and are unlikely to have standing to pursue the Objection.

If you have questions, please call the WMG Download Settlement Administrator toll free at 1-877-690-7098, or visit our website at www.wmgdownloadsettlement.com.

Sincerely,

WMG Download Settlement Administrator

Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page15 of 22

Exhibit D Legal Notice se3:12-cv-00559-RS Document110-6 Filed11/26/14 Page16 of If You Receive Royalties from Warner Music Group for Downloads and Mastertones, You Could Beneﬁt from a Class Action Settlement

A settlement valued at a minimum of provides (1) cash payments for past royalties $11.5 million has been reached in a class paid and (2) an increase in download and action lawsuit over how Warner Music mastertone royalties going forward. The Group (“WMG”) calculated royalties for increase in future royalty payments will give downloads and mastertones of recordings. artists an increase of 5 percentage points WMG denies any wrongdoing. in their royalty rate on U.S. exploitations of downloads and mastertones (or more if Who is included in this Settlement? necessary to reach a ﬂoor of 10%, capped You are included in this Settlement if you at a maximum of 14%) and a 2.5 percentage have the right to receive royalties from a point increase on foreign exploitations. contract dated before January 1, 2002 with a WMG U.S. Label that pays on a Royalty How can I get a payment? Rate Basis or a Penny Rate Basis. Go to Submit a claim by May 31, 2014. www.wmgdownloadsettlement.com for more details. What are my rights? Even if you do nothing you will be bound by WMG U.S. Labels include Atlantic Recording the Court’s decisions. If you want to keep Corporation, Bad Boy Records LLC, your right to sue WMG yourself, you must Elektra Entertainment Group Inc., Fueled exclude yourself from this Settlement by By Ramen LLC, Nonesuch Records Inc., May 31, 2014. If you stay in this Settlement, Rhino Entertainment Company, Warner Bros. you may object to it by May 31, 2014. The Records, Inc. and Word Entertainment LLC. Court will hold a hearing on October 2, 2014 to consider whether to approve this What does this Settlement provide? Settlement and a request for attorneys’ fees People included in this Settlement may up to $2,875,000 plus reimbursement of be eligible for increased royalties for costs and expenses. You or your own lawyer exploitations of downloads (like through may appear and speak at the hearing at your iTunes) or mastertones. This Settlement own expense. For More Information and a Claim Form 1-877-690-7098 www.wmgdownloadsettlement.com Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page17 of 22

Exhibit E Case3:12-cv-00559-RS Document110-6 Filed11/26/14 Page18 of 22

MEDIA CONTACT Daniel Warshaw 818-788-8300

Warner Music Group Announces Settlement Involving Royalties for Downloads and Mastertones

San Francisco, CA, February 17, 2013 -- The following is being released by the law firms of Pearson, Simon & Warshaw, LLP, Hausfeld LLP, Kiesel Law LLP, Lieff Cabraser Heimann & Bernstein, LLP, and Phillips, Erlewine & Given, LLP. ())!"#)+!*)"#"*"$7::2="!!$#(#'#!(()$#!,(*)$+' $,'#' *('$*%!*!)'$.!)($'$,#!$(#"()')$#($'$'#(2 '#' *('$*%#(#.,'$#$#2

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Exhibit F Case3:12-cv-00559-RSREMINDER: WARNER MUSIC Document110-6 GROUP DOWNLOAD Filed11/26/14 CLASS SETTLEMENT Page21 CLAIM of 22 FORM DEADLINE IS APPROACHING Previously you were mailed important information about a proposed settlement of at least $11.5 million that has been reached in a class action lawsuit over how Warner Music Group Corp. (“WMG”) calculated royalties for digital downloads and mastertones of sound recordings. You are included in this Settlement if you are a party to and have the right to receive royalties from a contract dated before January 1, 2002 with a WMG U.S. Label that pays on a Royalty Rate Basis or a Penny Rate Basis. Your decision is important; claim forms must be postmarked or e-mailed by May 31, 2014 in order to receive benefits from the settlement. If you do not submit a claim, you will be forever precluded from seeking future relief related to these claims. If you want to receive payment of the past royalties and to be eligible for a potential future royalty rate increase, you must mail or e-mail your completed Claim Form on or before May 31, 2014 to: WMG Download Class Settlement, PO Box 8094, Faribault, MN 55021-9494 [email protected] Claim Forms are available at www.wmgdownloadsettlement.com. Claim Forms are only valid if received on behalf of all of the Class Members subject to the contract (e.g., all members of a particular band). For more detailed information please contact us at 1-877-690-7098 or visit www.wmgdownloadsettlement.com. WMG Download Class Settlement POCase3:12-cv-00559-RS Box 8094 Document110-6 Filed11/26/14 Page22 of 22 Faribault, MN 55021-9494

IMPORTANT LEGAL NOTICE

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1 DANIEL L. WARSHAW (Bar No. 185365) [email protected] 2 PEARSON, SIMON & WARSHAW, LLP 15165 Ventura Boulevard, Suite 400 3 Sherman Oaks, CA 91403 Telephone: (818) 788-8300 4 Facsimile: (818) 788-8104 5 JAMES J. PIZZIRUSSO (admitted pro hac vice) [email protected] 6 HAUSFELD, LLP 1700 K Street NW 7 Washington, DC 20006 Telephone: (202) 540-7200 8 Facsimile: (202) 540-7201 9 Attorneys for Plaintiffs and the Class 10 UNITED STATES DISTRICT COURT 11 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 12 CASE NO. 12-CV-0559-RS 13 CLASS ACTION 14 15 DECLARATION OF RONEE BLAKLEY IN SUPPORT OF PLAINTIFFS’ MOTION 16 FOR FINAL APPROVAL OF IN RE: WARNER MUSIC GROUP CORP. SETTLEMENT AND PLAINTIFFS’ DIGITAL DOWNLOADS LITIGATION 17 MOTION FOR ATTORNEYS’ FEES, LITIGATION COSTS, AND INCENTIVE 18 AWARDS 19 (Assigned to the Honorable Richard Seeborg) 20 [Complaint Filed: February 2, 2012] 21 Date: January 8, 2015 Time: 1:30 p.m. 22 Crtrm.: 3, 17th Floor Judge: Hon. Richard Seeborg 23 24 25 26 27 28

861386.1 CASE NO. 12-CV-0559-RS DECLARATION OF RONEE BLAKLEY Case3:12-cv-00559-RS Document110-7 Filed11/26/14 Page2 of 5

1 I, Ronee Blakley, declare as follows: 2 1. I am a named plaintiff and proposed Class Representative in this consolidated class 3 action. I make this declaration upon my personal knowledge, unless otherwise indicated. If called 4 upon as a witness, I could and would competently testify to these matters. 5 2. I submit this declaration in support of Plaintiffs’ Motion Final Approval of 6 Settlement reached in this case, as well as in support of Plaintiffs’ Motion for Attorneys’ Fees, 7 Litigation Costs, and Incentive Awards. For the reasons laid out below, I believe that these 8 Motions should be approved.

9 Personal Information 10 3. I presently reside in Los Angeles, California. 11 4. I signed a recording agreement with Warner Bros. Records Inc. in 1975. Warner 12 Bros. Records Inc. is now owned by the Defendant, Warner Music Group Corp. (“WMG”). Under 13 this agreement, I recorded the successful album entitled Welcome. 14 5. My recording agreement (Paragraph 5(B)(4)) provides that for the royalties owed 15 for “masters licensed” to other parties, I would be paid “a royalty equal to fifty percent (50%) of 16 Warner’s net receipts for the licensing of masters hereunder,” but I was not paid royalties for 17 digital downloads on this basis. Thus, I believe I am a member of the proposed class and a 18 suitable Class Representative.

19 Risks from Joining This Lawsuit 20 6. Through the success of my acting career and my sound recordings, I have gained 21 national and international prominence as an actress and recording artist. This prominence 22 continues through today. 23 7. My current music and entertainment related activities include composing, 24 recording, and touring as a recording artist; composing and recording soundtracks. 25 8. At the time I decided to serve as a class representative in this class action lawsuit 26 against WMG, I was concerned that bringing such a high-stakes class action lawsuit against a 27 major record label had the potential to jeopardize my future in the music industry including 28 licensing income (controlled by the label), as well as future projects.

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1 9. I nonetheless decided to pursue this litigation on behalf of myself and other 2 recording artists because I felt that my status in the industry could assist in bringing national 3 attention to the digital downloads issue and the plight of artists, particularly those from my era, 4 and could also help to facilitate a successful resolution in this matter for other recording artists. 5 10. If the case was unsuccessful, I not only risked alienating a major label, but also the 6 entire industry upon which I owed a significant portion of my livelihood. It was not an easy 7 decision, but one which I proudly made in order to stand up for other recording artists like myself.

8 Involvement in the Lawsuit 9 11. As a named plaintiff, I have actively participated in this action from its inception. 10 12. I have been in continuous contact with my counsel concerning the progress of this 11 litigation, including the settlement negotiations with WMG. 12 13. Initially, I was interviewed about my role in the music industry, my knowledge of 13 digital download royalty scales, and other information relevant to the lawsuit. I searched my 14 records and provided my counsel with relevant documents, including royalty statements. I spent 15 approximately 25 hours on these specific communications and the initial investigation. 16 14. After these discussions, I decided to pursue legal action against WMG in order to 17 force it to change its business practices and compensate artists like myself. I was well aware of the 18 risk that an unsuccessful action could lead to a judgment against me and potential liability for 19 costs in the event of an adverse outcome in addition to the professional risks I discussed above. 20 15. Nevertheless, I reviewed and approved the filing initial Complaint and provided 21 feedback to my Counsel that the allegations therein were true and correct based on my information 22 and belief. Meetings and various communications with my counsel regarding the filing of the legal 23 action and reviewing the Complaint took about 15 hours. 24 16. After the filing of the Complaint, when my Counsel had questions about various 25 issues related to the music industry or the case, they would often call me and we would discuss 26 these issues. I spent about 15 hours on these other communications and tasks. 27 17. My Counsel informed me about the prospect for resolution and the potential for 28 settlement. I was very involved in the settlement discussions. I stayed informed of all

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1 developments, including the mediations before Judge Weinstein and subsequent meetings and 2 discussions with WMG. 3 18. I have continued to keep informed about the settlement process. Throughout the 4 settlement negotiations, I communicated my views of the various settlement proposals with my 5 counsel, including giving my counsel authority to eventually enter into this settlement with WMG. 6 I believe that my efforts significantly contributed to the settlement and WMG’s eventual 7 agreement to change its business practices. I spent approximately 12 hours on assisting with and 8 discussing settlement with my Counsel. 9 19. All in all, I estimate that I spent approximately 67 hours on this case. In the 10 entertainment field, I am often compensated $1,000 per hour when I work.

11 Support for Settlement, Attorneys’ Fees, and Incentive Awards 12 20. I am familiar with and wholeheartedly support final approval of the settlement 13 reached with WMG in this case. I understand that this settlement provides for pro rata payments 14 for past downloads and an increase in the digital download royalty rate for members of the class 15 who make claims. I believe that this will assist many artists like me. 16 21. I am familiar with and also support approval of the proposed plan to allocate the 17 settlement fund among the members of the class. I understand that class members will receive a 18 share of the settlement fund in proportion to the number of digital downloads they had in the 19 relevant time period and that any remainder will be used to pay future royalty increases going into 20 the future. I believe that this is a fair and efficient method of distribution and that the future 21 payments will continue to benefit artists as long as their music is downloaded. 22 22. I am familiar with and also support the application for attorneys’ fees and 23 reimbursement of expenses by counsel. I understand that Counsel are seeking a fee equal to 25% 24 of the overall settlement amount (including future relief), plus interest and expenses. If I were 25 pursuing this matter individually, this is a fee arrangement that I would have approved. 26 23. I also believe that counsel for the class provided high quality services. I had the 27 opportunity to experience and assess the quality of those services first-hand, in particular, during 28

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7 UNITED STATES DISTRICT COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9

10 IN RE: WARNER MUSIC GROUP CORP. CASE NO. CV 12-0559-RS 11 DIGITAL DOWNLOADS LITIGATION [PROPOSED] ORDER GRANTING 12 MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT 13

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1 The Court, having reviewed the Motion for Final Approval of Class Action Settlement 2 between Plaintiffs Kathy Sledge Lightfoot, Ronee Blakley and Gary Wright (“Plaintiffs”) and 3 Defendant Warner Music Group Corp. (“WMG”), the evidence and argument provided by the

4 parties, and the pleadings and other papers on file in this action, hereby GRANTS final approval 5 to the Stipulation and Agreement of Settlement, as detailed below. 6 NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 7 1. The Court has jurisdiction over the subject matter of this litigation and over the 8 parties to the Settlement Agreement. 9 2. For purposes of this Order, except as otherwise set forth herein, the Court adopts 10 and incorporates the definitions contained in the Stipulation and Agreement of Settlement. 11 3. The Court hereby finally approves and confirms the settlement set forth in the 12 Stipulation and Agreement of Settlement and finds that said settlement is, in all respects, fair, 13 adequate, and reasonable to the Class. 14 4. Pursuant to Federal Rule of Civil Procedure (“Rule”) 23, the Court finds that the

15 Class to satisfies the elements of Rule 23(a), (b)(2), and (b)(3). Pursuant to Rule 23(g), the Court 16 appoints previously-appointed Class Counsel, Pearson, Simon & Warshaw, LLP, Lieff, Cabraser, 17 Heimann & Bernstein LLP, Phillips, Erlewine & Given LLP, Hausfeld LLP, and Kiesel Boucher 18 Larson LLP, as Counsel for the Class. 19 5. The Court finds that the persons identified in Exhibit “A” attached hereto have 20 timely and validly requested exclusion from the Class, and therefore, are excluded accordingly. 21 Such persons are not included in or bound by this Final Judgment. Such persons are not entitled to 22 any recovery from the settlement proceeds obtained through this settlement. 23 6. The Court finds that the objection of Debra Sledge, Joan Sledge, and Kim Sledge 24 Allen (Dkt. No. 107) is invalid because they have been excluded from the class as all Class 25 Members who are parties to the Sister Sledge Class Contract did not submit claims. See, 26 Stipulation and Agreement of Settlement, § 21(a) (Dkt. 96-1); see also Declaration of Melissa

27 Eisert, ¶ 10(a). Only class members have standing to object to a class settlement. In re Vitamins 28 Antitrust Class Actions, 215 F.3d 26, 28-29 (D.D.C.2000); Moore v. Verizon Communications

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1 Inc., 2013 WL 4610764 (N.D. Cal 2013) (“[i]t is well-settled that only class members may object 2 to a class action settlement.”); and Conte & Newberg, Newberg on Class Actions § 13:23 (5th ed. 3 2014). Despite the lack of standing, the Court has considered the objection made to the settlement

4 and hereby overrules such objection, finding that it does not call into question the fairness, 5 adequacy, or reasonableness of the settlement to the Class. 6 7. The Court hereby dismisses on the merits and with prejudice the claims asserted in 7 this litigation by Plaintiffs against WMG, with Plaintiffs and WMG to bear their own costs and 8 attorneys’ fees except as provided for in the Stipulation and Agreement of Settlement. 9 8. Plaintiffs, the Settlement Class, and each Class Member on behalf of themselves, 10 their heirs, executors, administrators, attorneys, successors and assigns, and any persons they 11 represent, shall be deemed to have, and by operation of the dismissal of the Action shall have, 12 fully, finally and forever released, relinquished, and discharged the Released Parties with respect 13 to each and every Released Claim and shall forever be enjoined from prosecuting any of the 14 Released Claims with respect to each and every Released Party and covenant not to sue any of the

15 Released Parties with respect to any of the Released Claims. 16 (a) “Released Parties” means Defendant, including its unincorporated divisions 17 and business units, and any of its past, present, or future parent entities, associates, affiliates, 18 subsidiaries, or licensees and each and all of their past, present and future officers, directors, 19 stockholders, principals, employees, advisors, agents, attorneys, financial or investment advisers, 20 consultants, lenders, insurers, investment bankers, commercial bankers, representatives, affiliates, 21 associates, parents, subsidiaries, joint ventures, general and limited partners and partnerships, 22 heirs, executors, trustees, personal representatives, estates, administrators, trusts, predecessors, 23 successors and assigns. 24 (b) “Released Claims” shall collectively mean any and all actions, suits, claims, 25 demands, rights, liabilities and causes of action, of every nature and description whatsoever, 26 whether individual, class, derivative, representative, legal, equitable or any other type or in any

27 other capacity, or concealed or hidden, that were asserted or that could have been asserted 28 (including without limitation claims for negligence, gross negligence breach of contract, breach of

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1 duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of any 2 state or federal common law, statutes, rules, or regulations), including both known claims and 3 Unknown Claims, that the Plaintiffs, the Settlement Class, any Class Member or any of them in

4 the past had, now has, or might in the future have against the Released Parties or any of them (i) 5 on the basis of, connected with, or in any way arising out of any allegation that any past, present, 6 or future accrual of royalties for transactions involving Downloads/Mastertones anywhere in the 7 world on the ground (whatever the theory and wherever in the world the transaction takes place) 8 that transactions involving Downloads/Mastertones are not sales and/or that compensation for 9 transactions involving Downloads/Mastertones should not be paid on a Royalty Rate Basis or a 10 Penny Rate Basis as applicable under the so-called “Records Sold” provision of the applicable 11 Class Contract and/or that royalty recipients should receive different royalty treatment for 12 Downloads/Mastertones depending on the nature of WMG’s contractual relationship with digital 13 music retailers such as Apple’s iTunes Store; and (ii) as to the adequacy and accuracy of anything 14 contained within WMG’s Settlement Class Relief Report, which will be finally confirmed through

15 the process set forth in Paragraph 21(e), except as otherwise set forth herein. 16 9. The Court finds that the settlement Notice disseminated to the Class was the best 17 notice that was practicable under the circumstances. Said Notice provided due and adequate 18 notice of these proceedings and of the matters set forth therein, including the proposed settlement 19 set forth in the Stipulation and Agreement of Settlement, and fully satisfied the requirements of 20 Rule 23(c)(2) and (e) and due process. 21 10. Without affecting the finality of this Judgment in any way, the Court hereby retains 22 continuing and exclusive jurisdiction over: (a) implementation of the settlement and any 23 distribution to Class Members pursuant to further orders of this Court; (b) hearing and determining 24 Plaintiff’s application for attorneys’ fees, costs, and Named Plaintiffs’ incentive award; (c) WMG 25 until the Final Judgment contemplated hereby has become effective and each and every act agreed 26 to be performed by the parties has been performed pursuant to the Stipulation and Agreement of

27 Settlement; and (d) all parties and Class Members for the purpose of enforcing and administering 28 the Stipulation and Agreement of Settlement.

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[PROPOSED] ORDER GRANTING MOTION FOR FINAL APPROVAL OF CLASS ACTION SETTLEMENT Case3:12-cv-00559-RS Document110-8 Filed11/26/14 Page5 of 7

1 11. In the event the settlement does not become effective in accordance with the terms 2 of the Stipulation and Agreement of Settlement, then the judgment shall be rendered null and void 3 and shall be vacated, and in such event, all orders entered and releases delivered in connection

4 herewith shall be null and void and the parties shall be returned to their respective positions ex 5 ante. 6 12. The Court finds, pursuant to Rule 54(a) and (b), that this Final Judgment should be 7 entered and further finds that there is no just reason for delay in the entry of this judgment as a 8 Final Judgment, as to the parties to the Stipulation and Agreement of Settlement. Accordingly, the 9 Clerk is hereby directed to enter Judgment forthwith.

10 IT IS SO ORDERED. 11 12 DATED: ______, 2015 13 14 Honorable Richard Seeborg 15 UNITED STATES DISTRICT COURT

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EXHIBIT A Case3:12-cv-00559-RS Document110-8RustConsulting,Inc. Filed11/26/14 Page7 of 7 WMGDownloadClassSettlement ExhibitAͲListofTimelyExclusions

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