Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 1 of 80
Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & FOR COURT USE ONLY Email Address DAVID L. NEALE (SBN 141225)
KRIKOR J. MESHEFEJIAN (SBN 255030) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email: [email protected]; [email protected]
Individual appearing without attorney Attorney for: Reorganized Debtors UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - LOS ANGELES DIVISION DIVISION
In re: CASE NO.: 2:13-bk-24363-WB EVEN ST. PRODUCTIONS LTD. CHAPTER: 11 In re: MAJOKEN, INC.
NOTICE OF SALE OF ESTATE PROPERTY
Debtor(s).
Sale Date: 10/18/2018 Time: 10:00 am
Location: Courtroom "1375", 255 East Temple Street, Los Angeles, CA 90012
Type of Sale: Public Private Last date to file objections: October 4, 2018
Description of property to be sold: ______Certain assets of the Reorganized Debtors free and clear of all liens, claims, encumbrances and other interests. See attached Asset Purchase Agreement for further information.
Terms and conditions of sale: ______See attached Asset Purchase Agreement.
Proposed sale price: ______$13,000,000.00
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.
December 2012 Page 1 F 6004-2.NOTICE.SALE Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 2 of 80
Overbid procedure (if any): ______Not Applicable/None
If property is to be sold free and clear of liens or other interests, list date, time and location of hearing:
Date: October 18, 2018 Time: 10:00 a.m. Place: Courtroom "1375" 255 East Temple Street Los Angeles, CA 90012
Contact person for potential bidders (include name, address, telephone, fax and/or email address):
Not Applicable
Date: 09/27/2018
This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.
December 2012 Page 2 F 6004-2.NOTICE.SALE Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 3 of 80
ASSET PURCHASE AGREETENT ThisAGREEMENT(this"AgreqEed)datedasof--t2018ismadebyand between Even St. Productions Ltd., a New York corporation formerly knorn as Stone Fire Productions Ltd. ("Even St."), and Majoken, lnc., a New York corporation ('Maioken'), (Even St., Majoken and their respective Affiliates (as herclnafter defined) arc sometimes herelnafter individually and jointly refened to as'$!!91"), on the one hand, and Pdmary Wave Music lP Fund 1, LP ("Purchasef), on the other hand.
RECITALS
WHEREAS, Even St. and Majoken are cunently being joinfly administered ln their respective bankruptcy cases (collectively, the "Bankruptcv Cases') filed under Chapter 11 of 11 U.S.C. SS 101, et seq. (the'Bankruotcv Code") in the Central District of Califomia, Los Angeles Division (the "Bankruotcv Courf).
WHEREAS, pur€uant to Section 363 the Bankruptcy Gode, Sellerwishes to sellto Purchaser, and Purchaser wishes to purchase from Seller, all of Selle/s right, title and interest in and to the Transferred Assets (as herelnafter detined), upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements hereinafter set forth, Seller and Purchassr agree as followe:
ARTICLE I
DEHMflONS; INTERPRETIVE PROVISIONS
Secton 1.01 Definitions.
The following deffned terms shall have the meanings ascribed to them in this Section 1.01 for all purposes of this Agreement:
"2016 Settlement Aoreemenf shallmean the Settlement and Mutuat Release Agreement dated effeciive as of September 2A,20'16 among Steuart, on the one hand, and Even St., Majoken, Goldsteln, Audio Msual Entertrainment, lnc. d/b/a Avenue Records, Far Out Productions, lnc., Jerry Goldstein Music, lnc., TMC Music, lnc., T.A.G. Management, lnc., Glenn Stone, and Gradstein & Marzano, P.C., on the other hand.
"f,g!!g4'shallmean any action, claim, demand, arbitration, investigation, audit, examination, lndlctment, litigation, suit or other cMl, criminal, adminlsbatlve or investigatve proceeding, in each case, by or before a Govemmental Authority.
'A!va!ce" shall mean any amounts paid to any Seller Related Entity or other Entity on Selle/s behalf as a prepayment, advance or loan against fufure Royalties.
'Affi!!q!g'shall mean with respect to any Entity, any othar Entity controlling, conkolled by or under common control with such Entrty. As used in this definition, the term 'contol' (including the terms "controlso, "controlled by' and 'under common controlwith") means possession, direc{ly or indirectly, including through one or more intermediaries, of the power to Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 4 of 80
direst or cause the direction of the management or policies of an Entity, whether through the ownership of voting securities, by Contract, or othenrise. "@sha!lmeantheaverageannualnetRoyaltiesreceivedby (or credited to the account of) Seller durlng the Base Period.
oElgruln shallmean the musicalgroup known as Sly and The Family Stone.
"Eg.EtIUpE@g' shall have the meaning set forth in the recitals.
"Eg1hgdgg@D'shall have the meaning setforth in the recitals,
"[email protected]!' shall have the meaning set forth in the recitals.
"EggqPg1ig4!'shallmean the period commencing January 1,2012 and oontinuing through December 31, 2017.
"fl[" shall mean Broadcast Music, lnc. and ib successors and Affiliates.
"EU!_Ag@g'shallmean any and allagreements by and between Stewart, any sucoessor or Affliate of Stewart or any Seller Related Entity, on the one hand, and BMl, on the other hand, relating to the Compogitions, including the agreement between Stewart and BMI executed by Stewart and dated May 26, 2018.
'EU|BgE!!!q" shall mean any and allcredits, monies, fees, royalties, revenueE, amounts and sums of any kind or descrlpton payable or becoming payable by BMI pursuant to the BMI Agreements or othenrise with respect to the public perbrmance of the Compositions in connection with Stewart's capacity as an author, songwriter, lyricist, composer or amanger of the Compositlons,
"BoxlSe], shall mean the five (5) compact disc (or equivalent in other audio configurations) compilation album entltled Sly & The Family Sfone.' Higher!as previously released by Sony Entertainment pursuant to the Sony Entertainment Agreement.
"EUgJ@-Ey" shallmean shallmean any day otherthan a Saturday, a Sunday, legal holiday or other day on whlch commercial banks in the United Strates are authorized or requlrcd by Law to close.
'Qggh-Da]e'shallmean July 1, 2018.
'E-@!g'shall mean CBS Records, a Division of Columbia Broadcasting Systems, lnc.
"CBS Records Aoreements" shall mean each of (l) the agreement dated June 6, 1967 between Stone Flourer Produc{ions and CBS Records, (ii) the agreement dated June 7, 196l between Gerald L. Martini, Fredrick Stewart, Stewart, Lawrence Graham, Jr., Gregory Enrlco and Cynthia Robinson, on the one hand, and CBS Records, on the other hand, (iii) the memorandum of agreement dated September 15,1972, between Stewart, Fresh Productions, Inc., Stone Florer Productions, !nc., Stone Flower Music Co., Daly City Muslc Co., lllili Entities, lnc., llllll Music Company and David Kapnalik, on the one hand, and CBS Records, on the other hand, and (iv) the memorandum of agreement dated December 1, 1977, between Stewart, Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 5 of 80
Fresh Productions, lnc., Stone Flower Productions, lnc., Stone Flower Music Co., Daly Clty Music Co,, llliliEntitles, lnc., lllili Music Company and David Kapralik, on the one hand, and CBS Records on the other hand, as any such CBS Records Agreements have been amended or extended.
u9!9,!4qo shall have the meaning set forth in Article X.
"Q!ggi!g' shall have the meaning set bilh in Sedion 4.02(a).
'9.!99!ng-89!g' shall have the meaning sot forth in Section 4.02(a).
"Qomoosition Assets" shall mean an undivided one hundred percent (1oOo/ol interest in and to all of Selle/s r(;ht, title and interest in and to the Composition Royalties and BMI Royalties payable or becoming payable from and after the Cash Date pursuant to Ore Even St. Agreements or othenrise.
'Comoosition Rolralties'shall mean any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description derived in connection with the Compositions payable or becoming payable to Seller, as successor-in{nterest to Steraart by any Publisher pursuant to the Publlshing Agreements or othenrise with rcspect to the use or exploitation of the Compositions in connection with Stawart's capacity as an author, songwriter, lyricist, composer or aranger of the Compositions. "@!g'shallmeanallmusica!compositionsandmusicalworkswrifteninwtrole or in part by Stewart on or before December 31, 1988, whefier the same were originally claimed or registered as a musical composition or as a musical part of a dnamatico+nusical wo* and any music, lyrics, titles or cues of the Compositions, whether domestic orforeign, or direct or indlrect interests therein or other rights arising therefnom, respecting whlch any Seller Related Entlty owns or controls any right, tiUe or interest anywhere in the world (whether resulting frcm a Confact grantlng a right to participate in the proceeds or exploitatlon thereof, or otherwise), as well as any DerivaUve Works based on the Compositions now existing or hereafter created, in each instance to the extent of Selle/s current or future interest therein. The Compositions shall include the Compositions listed on Schedule A.
"99!Sg!ti4glggg" shall mean any and allcredits, monies, fees, royalties, revenues, amounts and sums of any klnd or desoiption payabte or becorning payable pursuant to the Sony Consulting Agreement.
"Contemplated Tran " shall mean the transactions contemplated by this Agreement.
"@@!" shallmean any contract, agreement, indenture, note, bond, loan, lea6e, sublease, conditionalsales contract, mortgage, li@nse, sublicense, franchise agreement, obligation, promise, undertaking, commltment or other binding arrangement (in each case, whether written or oral).
'Qgpy!$h.$" shall mean all rights under United States federal or state copyright or foreign copyright, including all renewale, extenslons, continuations, restorations, revivals and revercions thereof (whether vested, contingent or inchoate, whether registered or unregistered and whether such renewals, extensions, continuations, restorations, revivals and reversions ar€ now in exlstence or come into existence for any rBason, including as a resuh of future legislation Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 6 of 80
or the interpretation thereof), in all countries of the world or othenrise throughout the universe, as well as all United States or forelgn applbations for copyrlght regisfration and all causes of action, including those for infringement, arising fiom the date of crcation of the work subject to such Copyrlght, whether now known or unknown b Seller or Purchaser in all errents.
'pgllvatlve WolB" shall mean, wtth respect to any musical composition, musical work or sound recording, any arrangement, adaptation, edition, translation, interpolation or sample thereof or any other derivatlve work based thereon, and all right, title and interest in and to such Derivative Work provided, ho\,vever, that any re-recording by Stewart of any musbal composition included in a Master which re.recordlng is created on or after January 1, 1989 shall not be deemed to be a derivative work of the Master (as opposed to the Composition) for purposes of thls Agreement. .EE!M'shall mean any individual, corporation, partnership, association, trust or any other organized group of persons or legal successors or reprosentatives of the foregoing. ..M,shal!mean(i)theassignmentdatedFebruary27,1989trom Stewart to Stone Fire Productions Ltd., and (li) fie 2016 Settlement Agreement. .E@,sha!lhavethemeaningsetforthinSedion2.02(a).
"fu!g5!9d-Uab!!&9" shallhave the meaning setforth in Section 2.03(a).
"GovemmentalAuthority" shall mean (i) any federal, provincial, state, local, municipal, national or intemational govemment or govemmental authority, regulatory or administrative agency, govemmentalcommission, deparfnent, board, bureau, agency or instrumentality, court tribunal, arbltrator or arbltral body (public or private), or (ii) any self-regulatory organization.
"9gklgQ!O' shal! mean Gerald Goldeteln alUa Jerry Goldstein. .!.0demniteg" shall have the meaning set forth in Article X.
"!.49!emn!to1" shall have fie meaning set forfr in Article X.
'Ebglo shall mean any record label, distributor or other Enti$ authorized to collect and distribute the Master Royalties, including Sony Entertainment and Wamer Bros.
'@" shall mean any law, statute, ordinance, code, regulation, rule, or other requirement of any Governmental Authorfty.
't!gn" shal! mean any lien, claim, charge, mortgage, encumbrance, security lnterest, prory, pledge, equity, tax or other restriction or third party rlght of any kind.
"Llve Albums" shall mean each of (i) the two (2) compact disc (or equivalent in other audio configurations) album comprised of Stewarts live performances at the Woodstock Festival in August of 1969 entitled Sly & The Family Sfone; The Wadstock Experience, and (ii) the four (4) compact disc (or equivalent in other audio configurations) album comprised of Stewarfs live performances at the Filmore East in Oc'tober of 1968 entitled Sly & The Family Stone: Live at the Filmore Easf, as preMously released by Sony Entertainment purcuant to the Sony Entertainment Agreement. Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 7 of 80
'@ig@" shall have the meaning sent forth in the preamble.
'MgstelAssetg'shal! mean an undivided one hundred percent (100%) interest in and to all of Seller's right, tiile and interest in and to the Master Royalties, the SoundExchange Royalties and the Consultlng Fees payable or becoming payable from and after the Cash Date pursuant to the Even St. Agreements.
"Master Rovalties" shallmean any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or descripton derived in connection wilh the Masters payable or becoming payable by any Label pursuant to the Recording Agreements, the Sony Entertrainment Agreement or othenruise with respec't to the use or exploitatlon of the Mastens in connection with Stewart's capacity as a recording artist or performer of the Masters, specifically excluding (i) any monies, fees, royaltles, revenues or other consideration payable to Stewart, or any Entity owned or controlled by Stewart, for Stewarfs services as a producer of the Masters, and (ii) the Reserved Product Royalties,
"Masters'shall mean all audio-only and audiovisual recordings, master recordings, sound recordings and phonorecords (i) embodying the performance of Stewart (individually or together with other recording artists, including as a member of the Band), (ii) origlnally recorded on or before December 31, 1988, and (iii) respecting which any Seller Related Entity owns or controls any right, title or interest anyrhere in the world, or any direct or indirect interests therein or other rights arising therefrom pursuant to the Recording Agreements, the Sony Entertrainment Agreement or otherwise, to the extent of Selle/s current or future interest therein. Wlthout limiting the foregoing, the Masters ehall lnclude the audioonly and audiovisual recordlngs, master recotdings, sound recordlngs and phonorecords listed on Schedule B.
'MaterialAdverse Effect'shall mean any event, circumstance, change in or efiect on Seller that, individually or in the aggregate, is reasonably likely to be materlally adverse to (i) the business of Seller taken as a whole, or (ll) the ability of Seller to perform its obligations under this Agreement or to consummate the Contemplated Transactions.
'U!i4'shall mean MichaelJackson, individualty and doing business as MiJac Music, and Miran Publishing Corp. and each of their respective prcdecessors, suc@ssors and Affiliates, including Stone Florer Music, Stone Flower Productions, lnc., Daly City Music, Magic Mlnor Management and Daedalus Productlons, lnc. n@lis" shallhave the meaning setforth in Sec.tion 8.01.
'Notices of Termination" shall mean any and all notices of termination heletofore served by Stewart, orwhich may in the future be served by Stewart or his Statutory Heirs, pursuant to the United States Copyright Ad.,17 U.S.C. Sectlons 203 or 304(c), in connection with one or morc of the Compositions or Masters.
"@pg, shall have the meaning set forth in Section 4.01(d). .@,sha!lmean,withrespecttoanyEntitythatisnotanatural person, such Entity's charter, certificate or articles of incorporation or formation, bylaws, memorandum and artlcles of lncorporation or association, operating agreement, limited liability company agreement, partnershlp agreement (whether limited or general) or otherconstituent or organizational document of such Entity. Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 8 of 80
ufubllg@f'shallmean any music publisher, subpublisher, administrator or other Entity authorized to collect and distribute fie ComposiUon Royalties, including Milac, Wamer/Chappell, Sony/ATV and, from and after the effectlve date of termination with respect to any Composition respecting which Stettart or Steurart's Statutory Heirs serue Notice of Termination, Stewart, Stewarfs Heirs, or any of their designees.
'Publishefs Share of Recaofured Revenues' shall have the meanlng set forfi in Section 2.02(bl.
'Publisher Non-Performance Rolalties'shallmean any and all monies, fees, royalties, revenu€s, amounts and sums of any klnd or description payable or becoming payable by any Entity anywhere in the universe in respect of the use or exploitation of the Composltions, excluding only the Publisher Performance Royaltles and frre Songwriter Royalties.
'Publisher Performanco fu 'shall mean any and all monies, fees, royalties, revenues, amounts and sums of any kind ordescription payable or becoming payable by any EnUty anywhere in he universe in resped of the public performance of the Compositions, excluding only the Songwrlter Performance Royalties, but including the so-called publishe/s share of public performance oedlts, monies, fees, royalties, revenues, amounts and sums of any kind or description payable or becoming payable by BMI or any other perbrmlng rights organization or society throughout the wodd or any other Entlty in connection with the public performance of any of the Compositions.
"Publisher Rowltles' shall mean the Publisher Non-Performance Royalties and the Publisher Performance Royaltles.
"Publishino Aoreemeft" shall mean any and all agreements between Stewart, any suc@ssor or Affiliate of Steuaart or any Seller Related Entity, on the one hand, and M[ac, on the other hand.
".@@_EdE" shallhave the meaning setforth in in Section 3.01.
'Purchasef shall have the meaning set forth in the preamble.
'Recording Agreements'shallmean any and allagreements between Stawart, any suoosssor or Affiliate of Stewart or any Seller Related Entity, on the one hand, and Sony Entertainment, on the other hand, relating to Stewarfs services as a performer on the Masters, whether alone or as a member of the Band, includlng the CBS Records Agreemente specifically excluding Steuart's services as a producer of the Masters.
"Remi41!h@'shallmean the single compact disc (orequivalent in otheraudio configurations) album entitled Sly Stone; l'm Back! Family and Friends comprised of remixes of the Masters as previously released by Sony Entertalnment pursuant to the Sony Entertainment Agreement.
"@re!LPggg!gg!'shall mean the Box Set, Live Albums and Remix Album.
"Reserved Product Rovalties" shall mean any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description derlved from the use or exploitation of the MasterE in connection wtth the sale of the Reserved Product payable or becoming payable by Sony Entertalnment pursuant to the Sony Entertainment Agreement. Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 9 of 80
"Reserved Product Rovalties 'shall have the meaning set forth in Section 2.02(al.
"Rovalties'shallmean the Composition Royalties, the BMI Royalties, the Master Royalties, the Consulting Fees and the SoundExchange Royalties.
"@!g_St" shall mean any list of prohibited individuals or entities enacted under any economic, financial or trade sanctions larrs, executive orders, resolutions or regulatlons, including sanctions enacted under the laws and regulations of the European Union, United Kingdom, United Nations or United States, including the Office of Foreign Assets Control.
'Se!!gl' shall have the meaning set forth in the preamble.
'S!!q[g!glgd-StM shall mean, individually and collectively, Seller and any predecessor or Affillate of Seller, with the specific exception of Stewart. For purposes of clarification, references to and use of the term "Seller Related Entit/ in this Agreement shall in each instance include, encompass and apply both jointly to all and severally to each such Seller Related Entity.
"S,e!!glg-K0gg!gdg" shall mean the actua! knowledge of Goldstein or Glenn Stone.
"Sonowriter Non-Performance Rovalties" shall mean any and all monies, fees, royahies, rlevenues, amounts and sums of any klnd or desoiption, excluding only the Songwriter Performance Royalties, payable or becoming payable by any Publlsher anyrvhere in the universe in respect of Stewarfs capacity as a songwriter, lyricist, @mposer or aranger of the Gompositions in connection with the use or exploitatlon of the Compositions, whether pursuant to the Publishing Agreements or otherwise. To th6 extent any of the foregoing amounls are not allocated into separate songwrlter and publisher shares by the Entity collecting or distrlbuting the same, the Songwriter Non-Performance Royalties shallbe deemed fifty percent (50%) of such gross income.
"Sonowriter Performance R shall mean any and al! public performance credits, monies, fees, royaltles, revenues, amounts and sums of any kind or description payable or becoming payable by any Entity anywtrere in the universe in respect of Stewarfs capacity as a songwriter, lyricist, compos€r or arranger of the Compositions in connection with the public performance of any of the Compositions, lncluding al! of the Stewart share as a songwriter, lyrlclst, composer or ananger only of public performance credits, monies, fees, rcyatties, revenues, amounts and surns of any kind or desoiption payable or becoming payable by BMI or any other performing dghts oryanization or society throughout the world or any other Entity in connection with the public performance of the Compositions, whether pursuanl to the BMI Agreements or othenrise. To the extent any of the foregoing amounts are not allocated into separate songwriter and publisher shares by the Entlty collecting or distributing the same, the Songwrlter Performance Royalties shall be deemed ftfiy percent (50%) of such gross income.
"@ shallmean the Songwriter Performance Royaltles and the Songwriter Non-Performance Royalties.
"SlyAIf shallmean Sony/ATV Music Publishing, LLC and lts successors and Affiliates. Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 10 of 80
"@ shall mean the consultatlon agreement dated as of December 18,2002 by and between Even St. and Sony Entertainment.
"&!11!dp!!g!nmen1f shallmean Sony Music Group, a Group of Sony Music Entertainment lnc., and lts predecessois, successors and Affiliates, including CBS Records.
" shall mean the letter agreement dated December 18, 2002 between Even St. and Sony Enteftalnment.
"SoundExchanqe'shallmean SoundExchange, !nc. and its successors and Afiiliates.
"@ shallrnean any and allagreements between Stewart, any sucoessor or Affillate of Stewart or any Seller Rehted Entity, on the one hand, and SoundExchange, on the other hand.
'SoundExchanos Rovalties" shall mean any and allcredits, monies, hes, royalties, revenues, amounts and sums of any kind or descrlption payable or becoming payable by SoundExchange pursuant to the SoundExchange Agreements or otherwise with respect to the public performance of the Masters in connection with Stewarfs capacity as a recording artlst or performer of the Masters only and not as a producer of the Masters, whether accorded pursuant to the laws and regulations cunently ln effect or hereinafier enacted in any country of the world or under any applicable collectlve bargalning or industrywide agrcement.
'Statutorv Heirs' shall mean the surviving spouse, children or grandchildren of a deceased author or, in the event any of tha foregoing are not living, the author's executor,
adm I n lstrator, persona I representative or trustee.
"@ shall mean the rlght of Stewart or his Statutory Heirs to service Notices of Termination in connection with any one or more of the Compositlons orthe Masters pursuant the United States Copyright Act, 17 U.S.C. Sections 203 or 30a(c).
'SlE Eg]' shall mean Sylvester Stewart p/Ua Sly Stone.
"Stel^lal]g&!E'shallmean Stewart's StaMory Heirs, or, with respectto rights in any one or more of the Compositions or Masters respecting which Stewart served Notlce of Termination but did not suruive untilthe respec{ive effective date of termination, Stewart's testamentary heirs.
"EX' or "@" shall mean all past, present and future federal, state, local and foreign taxes, including alllevies, duties, imposts, deductions, charges, ass€ssments, f€es, liens or withholdings and all liabilities (includlng all interest, fines, asseosments, penalties and additions to tax lmposed in connection therewith or with respect thereto) lmposed by any Govemmental Authority.
"Transferred Assets" shall mean the Composition Assets and the Master Assets.
'ldamelBros.'shall mean Wamer Bros. Music, a division of Wamer Bros. lnc., and its sucoossors and Afffliates.
"Wgg!gQ@pl!' shall mean Wamer/Chappell Music, lnc. and its successors and Affiliates, Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 11 of 80
Section 1.02 lnteroretative Provisions.
Unless the express context othenruise requires:
(a) the words'hereof, "herein'and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
(b) words defined in the singular shall have a comparaHe meaning when used in the plural, and vice versa;
(c) the words "Dollars' and "$' mean United States dollars;
(d) references hereln to a specific Afticle, Section, Subsectlon, Clause, Recltal, Schedule or Exhibit shall rgfer, respectively, to Articles, Sections, Subsecdons, Clauses, Recitals, Schedules or Exhibits of or to thls Agreement;
(e) wherever the word "include", "includes' or'including' is used in thls Agreement, it shall be deemed to be followed by the words \rvithout limitation';
(0 reference to any gender shall include each other gender;
(g) references to any Entity shall include such Entitfs heirs, executors, personat representatlves, administrators, successors and permitted ass(;ns; provided, however, that nothing contained ln this dause (g) is intended to authorlze any assignment or transfer not otherwise permitted in thls Agreement or create any third party beneflciaries;
(h) with respect to the determination of any period of time, the word 'from' means 'Trom and including" and the words to" and "until' each mean to but excluding';
(i) the word "or" shall be disiunctive and inclusive;
(j) references hereln to any Law shall be deemed to refer to such Law as amended, reenac'ted, supplemented or superseded in whole or in part and also to all rules and regulations promulgated thereunde4
(k) references herein to any Contract means such Contact as amended, supplemented or modified (including any waiver thereto) in acordance wfth the terms thereot
(l) the headings contained in this Agreement are for reference purposes only and shal! not affect in any way the meaning or interpretratlon of this Agreement:
(m) Seller and Purchaser have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreernent shall be construed as if drafted jointly by the partles thereto and no presumpUon or burden of proof shall arlse favoring or burdening either party by virtue of the authorship of any of the provisions in the Agreement;
(n) any referen@ to "days" means calendar days unless Business Days are expressly specified; and Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 12 of 80
(o) when calculating the period of time before urhich, within which or following wtrich any act is to be done or step taken pursuant to thls Agreement, the date that is the reference date in calculating such period shall be excluded, and lf the last day for the giving of any notice or the performance of any act required or permifred under this Agreement is a day that is not a Buslness Day, then the time ficr the giving of such notice of the performanoe of such action shall be extended to the next succeeding Business Day.
ARTICLE II
SALE AND PURCHASE OF TRANSFERRED ASSETS
Section 2.01 Grant of Riohts.
Effective as of 12:01 A.M. on the Closing Date, conditioned on payment of the Purchase Price, Seller sells, assigns, transfers and conveys to Purchaser, and Purchaser hereby agrees to purchase ftom Seller, all of Selleds right, tiUe and interast in and to the Transferred Assets.
Section 2.02 Reserved Riohts.
(a) For the avoidance of any ambigui$, the Transfened Assets shall not lnclude, and Purchaser shall have no rights in and to, (i) any musica! composltions or sound recordings created by or on behalf of Stewart on or after January 1, 1989 other than Derivative Works, (ii) any monies, revenues, royalties or other amounts payable or becoming payable to Stewart or his succ€ssors or Affiliates by AFM, AFTM, SAG, Talent Partners, Public Performance Malaysia Sdn Bhd for live public performances ln Malaysia, or by any Entity other than the Publlshers, the Labels, BMI and SoundExchange, (ill) any monies, nevenues or royalties payable or becomlng payable to Stewart or his Afiiliates or successors in connec{on wlth services rendered by Stewart as a producer of any of the Mastors, or (iv) the Reserved Product Rolelties to which all right, tftle and interest in and to and the right to collect the Reserved Product Royalties are payable to Stewart or hls assignees pumuant to the terms of this Agreement (individually and collectively, the "Excluded Assets'). Notwithstanding the foregoing, in the eventthat on or before the date that is five (5) Business Days following the Closing Date (the 'Reserved Product Rovaltie '), Seller elects to assign to Purchaser the Reserved Product Royalties, then the Reserved Product Royalties shallbe deemed to be included in Transferred Assets and excluded ft,om the Excluded Assets. The parties agree that in the event that Seller does not elec{ to asslgn the Reserved Produc't Royaltles to Purchaser on or beforc Reserved Product Royalties Assignment Date, then frcm and after the Reserved Product Royalties Assignment Date the Reserved Product Royaltles shallbe deemed to be Excluded Assets solely owned by and payable to Stewart.
(b) lt is understood and agreed that nothing contained in this Agreement shall limit the rlght of Stewart or hls Statutory Heirs to exercise any Statutory Termination Rlghts and, except as set forth in Section 2.02(cl, Purchaser shall have no rights in and to the rlghts recaptured by Stewart or Stewarts Heirs ln connec'tion with such Statutory Termination Rights, including the Publisher Royalties derlved ln connection with such dghts (the "Publisher's Share of Recaptured Revenues").
(c) NottMthstanding anything herein to the contary, the Publlsher's Share of Recapfured Revenues shall not include the monies, revenues, royaltles and other amountB that Purchaser uould have received pursuant to the Publishing Agreements, the Recording Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 13 of 80
Agreements, the Sony Entertainment Agreement, the Sony Consulting Agreement, the SoundExchange Agreements and the BM! Agreements if the exercise of the Statutory Terminatlon Rlghts had not occuned, calculated on a no less favorable basis than such royalties are payable as of the Closing Date.
Section 2.03 Excluded Liabilitkls.
(a) Purchaserwlll not assume or be obligated to pay, perform, or otherwise discharge any liabilities or obllgatons of Seller ln connection wth the Transfened Assets, whether direct or indirect, known or unknown, absolute or contingent, to the extent arlslng from or relatlng to periods prior to the Closing Date or othenruise with respect to the Bankruptcy Cases (collectlvely, the'Excluded Liabillties').
(b) Allof the Excluded Liabilities shallbe retained by Seller and shall remain Sette/s sole and exclusive obllgations.
,,;'i::=;,.=
Section 3.01 Purchase Price.
!n consideration of the sale of the Tnansbned Assets, the rlghts granted in Articte ll above, the wananties and representations of Seller hereunder and Seltei's performance of atl oll[ationstercunder, Purchaser shall pay to Seller Thirteen Million Dollars ($13,000,000) (the "Purchase Price") in accordance with the payment instructions attached hereto as Exhibit 1.
Section 3.02 Purchase Prlce Basis.
It is understood and agreed that fie Purcfiase Price is calculated based on the Average Annual Net lncome equaling One Million Sixty Thousand Seven Hundred Fofi€ix Dollars ($1,060,746).
ARTICLE IV
CONoffiONS To CLOSING; THE CLOSTNG
Section 4.01 Condlffons to Closino.
Purchase/s obligation to enter into the Contemplated Transactions shallbe conditioned upon:
(a) Seller delivering to Purchaser, on or before the Closing Date, Stewart's written acknowledgement and agmement, in a form attached hereto as Exhibit 2;
(b) Seller delivering to Purchaser, on or before the Closing Date, a duly executed agreement between Starart and SoundExchange with respect to Stewart's services as a performer on Ute Masters and evidence of SoundExchange's acceptance of instruc'tions ftom Stewart directing all Sound Exchange Royalties to an account designated by Purchaser, in a brm acceptable to Purchase[
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(c) Seller delivering to Purchaser, on or before the Closing Date, a duly executed affiliation agreement between Stewart and BMI;
(d) Entry of an order of the Bankruptcy Court approving the Motion (the "Ordef), rrrhich provides that Purchaser is acquiring the Transfen:ed Assets from Seller pursuant to Sec'tion 363(0 of the Banlauptcy Code fiee and clear of any Liens and that Purchaser is a 'good hith'purchaser (as such term is used in Section 363(m) of the Bankruptcy Code); and
(e) Purchaser being reasonably satisfied that all material representatlons and wanantles of Seller pursuant to this Agrcement are true and accurate on the Closing Date.
Section 4.02 The Closino.
(a) Provided Selle/s obligations under Section 4.01 above have been fulfilled or Purchaser notifies Seller in wrlting that ft elects to waive any applicable unfulfilled oblQation(s), the closing of the Contemplated Transactions (the'9!gg!!9") shal! take place no later than five (5) Business Days afterthe issuance of the Order by the Bankruptcy Court on a date to be agreed by the parties (the "ftg!!@gQ") at the ofrices of Loeb & Loeb, 10100 Santa Monica Blvd., Suite 2200, Los fupeles, CA, 90067 or remotely or electronically as the parties may jointly elect in writing. Notwithstandlng anything to the contary herein, in the event that the Closing does not occurwithin sixty (60) days following the date of fullexecution of this Agreement, Purchaser shall have the right but not the obligation to terminate this Agreement.
(b) At the Closing, Seller shall deliver or cause to be delivered to Purchaser the following:
(i) a duly executed General Letter of Dimction in the form of Exhibit 3;
(ii) a duly executed BMI Letter of Dlrectlon ln the form of Exhibft 4;
(ill) a duly executed Mijac Letter of Direction in the form of Exhibit 5;
(iv) a duly executed Sony/ATV Letter of Direction in the form of Exhibit 6;
(v) a duly executed Wamer/Chappell Letter of Direction in the form of Exhibit Z;
(vi) a duly executed Sony Entertainment Letter of Direction in the form of E:dtibit 8;
(vll) a duly executed Wamer Bros. Letter of DlrecUon in the form of Exhibit 9;
(viii) a duly executed SoundExchange Account Authorization and Change of Address lnsbuction in the form of Exhibit 10;
(ix) a duly executed Asset Assignment in the form of Exhibit 11;
(x) any other assignments and other good and sufficient instruments of @nveyance and transfer, in a form satlsfactory to Purchaser, as shall be necessary to vest in Purchaser one hundred percen! (100%) of Selle/s right, title and interest in and to the Transfened Assets;and
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(xi) all consents neoessary, if any, to authorize Seller to enter into tris Agreement and perform allof its obligations hereunder,
(c) At the Closing, Purchaser shalldeliver or cause to be delivered to Seller payment of the Purchase Prlce by wire transfer of immediately available funds in the amounts and to the accounts set forth in the payment instructions attrached hereto as Exhibit 1.
ARTICLE V
OURATION OF RIGHTS
Purchaser shall have the worldwirje benefrt of the Tnansfened Assets and all claims, demands, Actions and causes of action relating thereto forthe full term of the Copyright therein, including all claims, demands, Actions and causes of action arising from the date of creatlon of each Composition or Master, as the case may be, whether now known or unknown to Seller or Purchaser, in each instiance.
ARNCLE VI
REPRESENTATIONS AT{D WARRANTIES OF SELLER
Seiler jointly and severally represents and wanants to Purchaser as follows:
Section 6.01 Even St. Oroanization: Standlno and Power.
Even St. ls a duly formed corporation, validly existing and ln good standing under the Laws of the state of New York and has all requisite pou/er and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standlng in each judsdiction where the ownership, leasing, or operation of its assets or properties or conduc't of its business requires such qualificatlon, except where the failure to be so organized, quallfled, or in such good standing, or to have such power or authority, would not, indMdually or in the aggregate, prevent, delay or impair the ability of Seller to carry out or consummate the Contemplated Transac.tions and enter into and carry out its obligations underthis Agreement.
Sectlon 6.02 Maioken Oroanization: Standino and Power.
Majoken is a duly formed corporation, validly existing and in good standing under the Laws of the state of New York and has all requisite power and authority to own, lease, and operate its properties and asseb and to carry on its business as presently conducted and is qualified to do business and is in good standing in each Jurlsdiction where the ownership, leaslng, or operatlon of its assets or properties or conduc't of its buslness requires such qualification, except where the failure to be so organized, qualified, or ln such good standlhg, or to have such power or authority, would not, lndividually or in the aggregate, prevent, delay or impair the ability of Seller to carry out or consummate the Contemplated Transactlons and enter into and carry out its obligations underthis Agreement.
Section 6.03 Ownership of Transfened Asseh: Sellefs lnterest.
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(a) Seller has good and maketable title to the Transfened Assets, ftee and clear of allLiens.
(b) Seller has the unrestricted right to eell, transfer and assign to Purchaser all of the Transferred Assets throughout the universe.
(c) The delivery to Purchaser of the Transfened Assets in accordance with the terms and provlslons of this Agreement willtransferto Purchaser valid title thereto.
(d) Selle/s interest in each of the Compositions is set forth on Schedule A.
(e) Seller's interest in each of the Masters is set forth on Schedule B.
Section 6,O4 Due Authorization.
(a) The execution and delivery by Seller of this Agreement and the consummation of the Contemplated Transactlons have been duly and validly authorized and approved by all necessary organizationa! actlon on the part of Seller and its respectlve equtty holders.
(b) This Agrcement has been duly and valklly executed and delivered by Seller and, assuming due authorization, execution and delivery by the other parties hereto, constitutes and will constftute legal, valid and binding obligations of Seller, enforceable against Seller in accordance wfth lts terms.
Section 6.05 No Conflict.
The execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions by Seller do not and will not:
(a) violate or confllct wlth the Organizational Documents of Seller;
(b) materially breach, violate, conflic'twlth or result in a default under, or constitute an evsnt that, after notice or lapse of time or both, would
(D result in a breach, violation, conflic{ or default under, or
(ii) require any consent, approval or authorlzatlon under, or
(lll) give rise to a r(7ht of acceleration, termination or cancellation of
any Conhact to which any Seller Related Entlty ls a party or by wtrich any Seller Related Entity is bound, in each case, in a manner that would materlally lmpair the ability of Purchaser to enjoy the economic benefits of such Contact after Closing;
(c) breach, vlolate, confllct wiUr or result in a default under, or constltute an event that, after notice or lapse of time or both, would result ln a breach or violation of or conflict or default under, in each case in any material respect, any Law or any order of any Govemmental Authorlty blnding upon or applicable to Sellen or
(d) result ln the creatlon or imposition of any Lien on the Transfened Assets or any other Lien that: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 17 of 80
(i) impairs the ability of Purchaser to use the Transfened Assets following the Closing ln any materialrespect; or
(ii) materlally lmpairs the ability of Seller to perform its obligations hereunder.
Sec'tion 6.06 Reouired Notices. Auhorizatlons and Congents.
(a) Except as may be required by the Bankruptcy Court ln connedion with the Bankruptcy Cases as setfor$ herein, Seller is not required to provide any notice to, obtain any consent, approval or authorization ol or make any designation, declaration orfiling with any GovemmentalAuthority or any other Entity wlth respect to Selle/s execution and delivery of this Agreement orthe consummatbn of the Contemplated Tmnsac'tions.
(b) No Entity has the right of flrct negotiatbn, first or last refusal or matching or similar right with respect to the sale, transfer, assignment and conveyance of the Transfened Assets or the consummatlon of the Contemplated Transactlons.
(c) Wlthout llmltation of the foregoing and notwithstanding anghing to the contrary set forth herein, Stewart is not entltled to any right of consent or approval with respect to the sale, transfer, assignment and conveyance of the Transfened Assets or the consummation of the Contemplated Transactions oher than as an equlty owner of Seller as mandated by Section 6.oa(a).
Section 6.07 Absence of Certain Chanoes or Events.
Sine January 1,2018:
(a) there has been no event or occurrence that has had oruould, individually or in the aggregate, have a MaterialAdverse Effec*;and
(b) Seller has conducted fts business only in the ordinary course of business consistent with past practice.
Sec'tion 6.08 No Audits.
Except as set forth on Schedule C, there are no royalty claims, requests for audits, audits or royalty disputes pending or, to Selle/s Knowledge, threatened in writing Sgainst any Seller Related Entity relating to the Transfened Assets.
Section 6.09 No Lltloatlon.
(a) Other than the pendlng motlon for sanctlons by Stewart against T.A.G. Management, lnc. in the Bankruptcy Court ln connectlon with the Bankruptcy Cases, there are no Actions pending orthreatened (i) against any Seller Related Entity, or (ii) against Stewart or any Entity otherthan any Seller Related Entity relating to the Transfened Assets.
(b) The litigation pending in the Los Angeles Superior Gourt as of the date of the 2016 Settlement Agreement regarding, among other things, the right to receive the Royalties, has been dlsmissed as of the date hereof.
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(c) Seller and Stewart have filed a stipulation with the Bankruptcy Court jointly dismissing the adversary proceeding commenced by Seller on or about ltrlay 29, 2015 to, among other things, avoid and recover allegedly fraudulent transfers made by Seller to Stewart, assigned Adv. Pro. No. 2:1$ap01284-WB, a copy of whlch stipulation is attached hereto as Exhibit 12.
Sectlon 6.10 Outstrandino Advances.
Except as set forth on Schedule D, there arE no outstanding Advances heretobre received by Seller or Stewart wttlch are recoupable from earnings of the Compositions or the Masters.
Sec{ion 6.11 Rolaltv Statements.
(a) All of the royalty statements previously delivered to Purchaser accurately and completely present the Royalties derived by Seller during the Base Period.
(b) From January 1,2018 through the Closing Date, Seller has not dlsposed of or agreed to dispose of all or any portion of any Composldon Assets, Master Assets or any other material assets which other assets if held by Seller on the Closing Date would have constltuted Transfe ned Assets hereu nde r.
Section 6.12 Averaoe Net lncome.
The Avenage Annual Net lncome equals One Million Sixty Thousand Seven Hundred Fofi€ix Dollars ($1,060,746). Seller recognizes that thls Btatement is a materia! representatlon made by Seller to Purchaaer in inducing Purchaser to enter into fris Agreement.
Sec*ion 6.13 Existino 9ontracts.
(a) A true and complete copy of all Publishlng Agreements is attached hereto as Exhibit 13.
(b) A true and complete copy of all BMI Agreements is attached hereto as E*ribit 14.
(c) A true and complete copy of all Recording Agreements is attached hereto as Exhibit 15.
(d) A true and complete copy of the Sony Entertainment Agreement is attached hereto as Exhibit 16
(e) A fue and complete copy of the Sony Consulting Agreement is attached hereto ae Exhlblt 17.
(0 A true and complete copy of all SoundExchange Agreements ls attrached hereto as Efribit 18,
(g) A true and complete copy of all Even St. Agreements is attached hereto as Exhibit 19.
Section 6.14 Notices of Termination. Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 19 of 80
A true and complete copy of all Notlces of Termination received by Seller as of the Closing Date in connection with any of the Composltlons or the Masters is attached hereto as Exhlbit 20.
Section 6.15 Comollance with Laws.
Seller is not ln vlolatlon of any Lavvs applir:able to its business or by which Selbr or the Transferred Assets are bound, None of the transfers contemplated by this Agreemeril, whether being made concunently with the executlon hereof or subsequent hereto, constitutes or shall constitute a fraudulent transfer or preference wlthln the meaning of the Bankruptcy Code, as said Bankruptcy Code may have at such time been amended, supplemented, modifled or replaced.
Section 6.f 6 Taxes.
Therc are no Liens on any of the TransfeflBd Asseb arising in connection with any failure (or alleged failure) by any Seller Related Entity to pay any Tax.
Sectlon 6.17 Sanctions Listrs.
None of the Entltles constituting Seller or any of their respectlve offtcers, directors, beneftcial ownens, ffiliates or employees is on any Sanc-tions List nor located, oryanized or resident in a country or tenitory that is, or whoge govemment is, the target of an embargo or countrfMde sanctions.
Section 6.18 Brokere.
Except as set forth on Schedule E, there are no claims for brokerage, flnders' or other advisory fees, @sts, expensos, commlsslons or other similar payments in connection with the Contemplated Transac.tions based on any Contract made by any Seller Related Entlty.
ARTICLE VII
REPRESENTANONS AND WARRANTIES OF PURCHASER
Purchaser represents and wanrants to Seller as follows:
Section 7.01 Comorate Oroanization.
Purchaser has been duly organized and ls validly existing as a limited partnership in good standing under the Laws of the state of Ddawarc and has all requisite corporate power and authority to own, lease and openate its properties and assets and to carry on its buslness as presently conducted and ls qualifled to do business and is in good standlng as a forcign corporation in each jurisdiction where the ownership, leasing or operation of ltre assets or properdes or conduct of its business requires such quallflcation, except where the fallure to be so organlzed, qualified or in such good standing, or to have such porver or authority, would not, individually or in the aggrcgate, reasonably be likely to prevent, materlally delay or materlally impair the ability of Purchaser to carry out or consummate the Contemplated Transactions and enter into and carry out its obligations under this Agreement.
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Sec*ion 7.02 Due Authorization.
(a) The execution and delivery by Seller of thls Agreement and the consummation of the Contemplated Transactions have been duly and validly authorized and approved by alt necessary acUon on the part of Purchaser.
(b) This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorlzatlon, execution and delivery by the other parties hercto, constitutes and will constitute, legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except to the extent that their enforceability may be limited by public policy, bankruptcy, lnsolvency, reorganization, ftaudutent conveyanc€, moratorium, receivership and other similar Larrc afiectlng the enforcement of creditors' rights in general and genera! principles of equlty (regardless of whether such enforceability is oonsldered ln a proceeding in equrty or at !aw).
Sec{ion 7.03 No Conflict.
The execution and delivery by Purchaser and the performance of thls Agreoment by Purchaser and the consummation of the Contemplated Transactlons by Purchaser do not and willnot:
(a) violate or confllct with the Organizational Documents of Purchaser;
(b) breach, violate, conflict with or result ln a default under, or constitute an event that, after notice or lapse of time or both, would:
(i) result ln a breach or violation of or conflict or default under, or
(ii) . rcquire any @nsent, approval or authorization under, any Contract to which Purchaser is a pafi or by which any of Purchaser's assets are bound, in each case, in a manner that would materially impair the abillty of Purchaser to perform its obligations hereunder; or
(c) breach, violate, confllct wlth or result in a default under, or constitute an event that, after notice or lapse of time or both, would result in a breach or violation of, or conflict or default under, in each case ln any matadal respect, any Law or any order of any Govemmental Authorlty bindlng upon or applicable to Purchaser.
Section 7.04 No Authorlzation or Consents Reouired.
Purchaser is not requircd to provide any notice to, obtaln any @nsent, approval or authorlzation of, or make any designation, declaration orfiling wlth, any Govemmental Authority or any other Entity with respect to Purchase/s execution or delivery of this Agreement or the consu mmation of the Co ntemplated Transac,tions.
Section 7.05 No Litiqation.
There are no Actions pending or, to Purchase/s knowledge, threatened in writing against Purchaser that would reasonably be expected to adversely affect the ability of Purchaser to enter into and perform Purchase/s obligations under this Agreement.
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Sestion 7.06 Brokers:
There are no claims for brokerage, finders' or other advisory fees, costE, expenses, commissions or other similar payments in connection with the Contomplated Transactions based on any Contract made by Purchaser.
ARTICLE VIII
COVENAI{TS OF SELTER
Section 8.01 Motion to Aoorove Contemolated Transactlons.
Withln ffve (5) Business Days afterthe fullexecution of thls {greement, Sellerwillfile a motion in the Bankruptcy Court for approval of the sale of the Tnansfened Assets hereunder (the "@!&2O1 pursuant to Section 363 of the Bankruptcy Code and the applicable Federal Rules of Bankruptcy Procedure, local bankruptcy rules and orders entered in the Bankruptcy Cases.
Sec*ion 8.02 Notices of Termination,
Seller shall promptly fumish to Purchaser copies of any and al! Notkps of Termlnation received by any Seller Related Entity relating to any of the Compositlons or Masters fom and afier the Closing Date.
Section 8.03 lncome After Cash Date.
All Royalties paid or rcceived by Seller on or after the Cash Date shall be the property of Purchaser and shall be held by Seller in trust for Purchaser. lf any such sums are received by or on behalf of Seller afrer the Cash Date, Seller shall tansmit the same to Purchaser within fifteen (15) days after receipt thereof together wfth all statements with respect to such Royalties.
Sectlon 8.04 Third Partv Audits.
Seller hercby agrees that, if forany reason any Entity, includlng any Publisher, Label, BMI or SoundExchange, shall refuse to allow Purchaser to exercise any audit right granted to Seller or Stewart pursuant to the Publishing Agreements, the BMI Agreements, the Recodlng Agreements, the Sony Entertainment Agreement, the Sony Consulting Agreement or the SoundExchange Agreements, with respect to the Royalties, Seller shall, at Purchaser's request and at Purchase/s sole cost and expense, undertake any and all audits as direded by Purchaser in Selle/s name. Without limiting the foregoing, at Purchaser's request, Seller shall provide notice of audit in the form deslgnated by Purchaser, engage auditors and attomeys selected by Purchaserto undbrtake such audlts and, lf ne@ssary, commence lltigation in connection therewith (provided that Purchaser shall be solely responsible fior any fees and expenses payable ln connection with any such audit or rcsulting litigatlon); provkled that, as between Seller and Purchaser, Purchaser shall have the sole right to make any and all decisions in connection with any such audlts and any resuhing litigation orthe settlement or resolution thereof. Seller further agr€es that any monles payable in connection therewith shalt inure to the gole benefit of Purchaser and Purchaser shall have no obligation to Seller whatsoever in connectlon therewith.
Section 8.05 Aooroval Riohts.
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Seller hereby agr€es that, if for any reason any Entity, including any Publisher, Label, BM! or SoundExchange, shall rerfrJee to allow Purchaserto exercise any approval right granted to Seller pursuant to the Publishing Agreements, the BMI Agreements, the Recording Agreements, the Sony Entertainment Agreement, the Sony Consulting Agreement or the Sound Exchange Agreements, with respect to the Royalties, Seller shall, at Purchaser's request, grant or deny any and allapprovals as directed by Purchaser in Selle/s neme. \Mthout limiting the foregoing, Seller shal! forward to Purchaser any and all such requests for approval within twenty-four (24) hours after such request is sent to Seller, and hereby authorlzes Purchaser to respond to any such request in Selle/s name and on Sellels behalf.
ARTICLE IX
COVENAT{TS OF PURGHASER
Purchaser acknowledges and agrees that it is the e$enco of this Agreement that from and after the Closing Date Goldstein shall not have any interest in or to the Transfened Assets or any revenues, royalties or other amounts derived therefrom, other than any consideration paid to Goldstein by T.A.G. Management, lnc., as an equlty owner of Seller. Moreover, Goldstein shal! not be involved in any way with the management, marketing, exploitation, or promotion of the Transfened Assets frcm and after the Closing Date.
ARTICLE X
INDEilNITY
Each par$ (for these purposes, 'lndemnitof) shall indemnfi, defend and hold the other paff ('lndemnltee") harmless against and in respect of any third party claims, Aclions, demands, losses, @sts, expenees, obligations, liabilities, damages, rccoveries, and deficiencies, including reasonable out-of-pocket attorneys' fees and litigation expenses (each a '@h"), that lndemnitee may acfually incur or suffer, which arise from or relate to, directly or indirecdy (i) any breach of, or failure by lndemnitor to perform any of lndemnito/s representations, wananties, or covenants in this Agreement or in any schedule, certificate, exhlblt, or other instrument fumished or to be fumished by lndemnitor under this Agreement or (ii) the Excluded Liabllltles, and which, in each case, such Claim is reduced to flnaljudgment or settled with lndemnitor's priorwritten consent as provided herein. lndemnitee shallnotfi lndemnitor of any Claim presented to lndemnitee by a third pafi. lndemnitor shall defend any Claim, at its sole expense, with counsel reasonably approved by lndemnltee, and shallconsult wlth lndemnitee as to the conduct of the proceeding. No Claim may be settled by lndemnitee without lndemnitor's prior written consent (such consent not to be unreasonably withheld or delayed), provided Indemnitor is actlvely defendlng such Claim in a manner conslstent with industry norms. Notwithstanding the foregoing, if lndemnitor does not approve a settlement proposed by lndemnitee, lndemnitee may nonetheless settle the matter unless, within ten (10) Business Days after notice to lndemnitor, lndemnitor fumishes to lndemnltee a surety bond or letter of credit ftom a national surety company or bank, or other financial assurance instrument (e.9., copyright litigation insunance) in brm and content satlsfactory to lndemnitee, lnsuring lndemnitee against the amount of the Claim, in addition to reasonable out-of-pocket attomey's fees and litigation expenses expended in connection with the Claim, and a reasonable estlmate of such fees and costs required to continue the defense.
ARTICLE XI
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PUBLIC ANNOUNCEMENT
Seller wil! not issue or cause the publication of any press release or other public announ@ment with respect to thls Agreement or the Contemplated Transactions wlthout the prior written consent of Purchase6 provlded, however, that nothing herein will prohibit Seller ftom issuing or causing publicatlon of any such press release or public announoament to the extent that such disclosure is required by Law, in which case Sellerwill use its commerclally reasonable efforts to allow Purchaser reasonable time to comment on such release or announ@ment in advance of its issuance or publication and seek an order or other rernedy for confldentlal treatment or defernalof any release or announc€ment; provided, further, that the foregoing shall not restrlct (l) confidential communications between the Seller and those Entities who are required to execute Conhacts or carry out any action in order for Seller to fulfill a condition set out in this Agoement, or (ll) conlldential communicatbns between Purchaser and the investors or potential investors of Purchaser ln the ordlnary @urse of business consistent with past practice. The filing of copyright asslgnments, letters of direction and other documents in the ordinary course of business and the enforcement by Purchaser of its rights in the Transferred Assets shall not be a violation of the restrictions contalned in this Article Xt. Purchaser shall have the right lo issue a press release or other public announcement in oonnec{lon ttvih the acquisition of he Transfened Assets, wtrich press release orother publlc announcement shall be subiect to Seller's prior approval, not to be unreasonably wihheld or delayed.
ARTICLE XII
MISCELLANEOUS
Section 12.01 Exoenses.
Except as otheruise exprcssly provided herein, each party hereto shal! pay allof lts own fees, costs and expenses (lncluding attomeys'and accountiants'fees, costs and expenses) in connectlon wlth the negotiation of this Agreement, the performance of thelr obligations hereunder, and the consummatlon of the Contemplated Transactions.
Section 12.02 Mtlces.
Any notice, request, demand, instruction, payment or other communication given under or in connection with this Agrcemont shall be deemed to have been duly given and made if (a) in writing and served by personal dellvery upon the pafi for whom it is intended, or (b) delivered by certified mail, registered mail, or courler servic€, return receipt requested, to the party at the address set forth below to the Entities indicated:
lf to Sellen Even Street Productions Ltd. & Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul Email: [email protected] ; [email protected]
Wifrt copies to: Loeb & Loeb 10100 Santa Monlca Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Attschul
21 Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 24 of 80
Email: [email protected] ; [email protected]
lf to Purchaser: Primary Wave Music !P Fund l, LP 116 East 16th Street,9th Floor NewYork, NY 10003 Attention: Lawrence S. Mesteland Ramon Villa Email: [email protected] ;
rvi I [email protected]
With copies to: Aher, Kendrkrk & Baron, LLP 156 Fifth Avenue, Suite 1208 NewYork, NY 10010 Attentlon: Lisa Alter and Katie Baron Email: [email protected] ; [email protected]
Sectlon 12.03 No Third Partv Beneficiaries.
This Agreement shall be binding upon and inure solely to the benefit of Purchaser and Seller and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shal! be construed to confer upon any other Entity any legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may be amended or termlnated, and any provision of this Agreement may be waived, in ac,cordance with the terms hereof wlthout the consent of any Entity other than Purchaser or Seller.
Section 1 2.04 Assionment.
Followlng the Closing, Purchaser may fully assign, license and transfer all or any portion of the Transferred Assets acqulred pursuant to this Agreement or any of Purchaser's rights or obligations hereunder. ln no event may Seller encumber, sell, assign, license or transfer, in whole or in part, any of its rights or contractual obligations under this Agreement without the prior written consent of Purchaser, and any purported assignment or delegation of any such contractual benefits or contractual obligations ln contravention of this Section 12.04 shall be null and vold and of no force and effect. This Agreement shall be blnding upon, shall inure to the benefit of and shall be enforceable by the parties and their respectlve sucoessors and permitted assigns.
Section 12.05 Entire Aoreement.
This Agreement (including all Exhibits and Schedules) contalns allof the terms, conditions, representations, and warranties agreed to by the parties relatlng to the subject matter of this Agreement and supersedes all prior and contemponaneous agrcements, negotiations, conespondence, undertakings, and communications of the partles or their representatives, oral or written, respecling such subJect matter.
Section 12.06 Waiver.
Waiver of any term or condition of this Agreement by any pafi shall only be effective if ln wrltlng and shall not be construed as a waiver of any subsequent breach or failure of the same term or condltlon or a waiver of any otherterm or condition of thls Agreement.
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Section 12.07 Goveminq Law.
This Agreement and all claims or causes of action (whether in confract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of, or related to any representation or wananty made in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by the Law of the State of New York without regard to the rules of conflict of laws of the State of New York or any other jurisdiction that would require the application of any other jurisdiction's Laws. All claims, disputes or disagreements that may arise out of the Interpretatlon, performance or breach of this Agreement shall be submitted exclusively to the jurisdiction of the state courts of the State of New York or the Federal District courts located in New York County, New York.
Sectlon 12.08 Submission to Jurisdiction.
Each of Purchaser and Seller hereby (i) agrees and irevocably consents to submit itself to the exclusive jurisdictlon of the courts of the State of New York and the federal courts of the United States of America located in the Borough of Manhattan in any legal proceeding arising out of or relating to this Agreement orthe Gontemplated Transactlons; (ii) agrees that all clalms in respect of any such lega! proceeding may be heard and determined ln any such court; (iii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court; (iv) agrees not to bring or support any legal action arising out of or relating to thls Agreement or any of the Contemplated Transactions (whether in contract, tort, common or statutory !aw, equity or othen dee) anyrhere other than any such court; and (v) agrees that a final, non-appealable judgment ln any such legal proceedings shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provlded by applicable Law. Each of the parties waives any defense of inconvenient forum to the maintenance of any such legal proceeding brought in any such court in accordance with this Section 12.08.
Section 1 2.09 Remedies Cumulative: Soecific Performance.
Any and all remedies herein expressly conferred upon a party hereto shall be deemed cumulative with and not exclusive of any other remedy confened hereby, or by law or equity upon such party, and the exercise by a party hereto of any one remedy shall not prcclude the exercise of any other remedy and nothing in this Agreement shall be deemed a waiver by any party of any right to specific performance or injunctive relief. Each party hereto agrees that ineparable damage would o@ur in the event that any of the provisions of this Agreement were not performed by them ln aceordance with the terms hereof or were otherwise breached and that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions hereof and to specific performance of the terms hereof, in addition to any other remedy at law or equity.
Sec*ion 12.10 Relationshio Betrnreen the Parties.
Nothing contained herein will constitute a partnership between or a joint venture by Seller and Purchaser. Neither party hereto wil! hold itself out contrary to the terms of this Sectlon 12.10, and neither party will become liable for any obligations, act or omission of the other party contrary to the provisions hereof. Nothing in this Agreement will constitute Seller, or any other Entity, as Purchaser's partner, agent, employer or employee.
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Section 12.1 1 Severabilitv.
lf any provision of this Agreement is held by a court of competent jurisdiction to be Invalid, void or unenbrceable, the remainder of the provlsions of this Agreement wil! remain in fullforce and efiect and shallin no way be affected, lmpalred or invalidated so long as neither the economic nor the legal substrance of the Contemplated Transactions is affected ln any manner materlally adverse to any party hereto. Upon such a determlnation, Purchaser and Seller shall negotlate ln good faith to modity this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the Contemplated Transactions may be consummated to the fullest extent possible.
Section 1 2.12 Countemarts.
Thls Agreement may be signed in any number of counterparts with the same effoct as if the slgnatures to each oounterpart were upon a single instrument, and all such counterpails together shall be deemed an original of this Agreement. This Agreement shall become effective when, and only when, each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Delivery of an executed counterpart of this Agreement by facsimile or other electronic cornmunication shall be effective as delivery of a manually executed counterpart of this Agreement.
lRemainder of page intentionally left blank. Signaturepages follow.l
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lN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set forth above.
SELLER:
Even St. Productions Ltd.
By:
Its:
Majoken,lnc.
By:
Its:
PURCHASER:
lP Fund 1, LP Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 28 of 80
lN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set forth above.
SELLER:
Even St.
By:
Majoken, lnc.
PURCHASER:
Primary Wave Music lP Fund 1, LP
By:
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 29 of 80 EXHIBIT 1 TO APA FUNDS DISBURSEMENT FROM SALES PROCEEDS
This serves as instructions to Primary Wave Music lP Fund 1, LP to disburse sale proceeds in the amount of Thirteen Million Dollars ($13,000,000) as follows:
$12,465,000 to Even Street Productions, LTD.
Name on Account: Even Street Productions, Ltd 7095 Hollywood Blvd, Ste 810 Los Angeles, CA 90028
Account Number: 179 186 2038 Routing Number: 121 000 248
Account Type: Checking
Bank Name: Wells Fargo Bank Branch: 1600 Vine Street Los Angeles, CA 90028
$365,000 to Loeb & Loeb
Name On Account Beneficiary: Loeb & Loeb LLP – General Account
10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Direct Dial: 310.282.2080 |
Account No: 210-034722
ABA No: 122016066 Swift Code: Cinaus6l Reference: 227982-10001
Bank Name : City National Bank 2029 Century Park East Los Angeles, Ca 90067
Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 30 of 80
$170,000 to Acklen Advisory Services, LLC.
Name on Account: Acklen Advisory Services, LLC 1107 8th Avenue S. Nashville, TN 37203
Account number: 1000199459172 Routing: 061000104 Attn. Dustin Miller
Bank Name: SunTrust Bank 1026 17th Ave. S Nashville, TN 37212 (615) 748-4735 .
Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 31 of 80
EXHIBIT 2
STEWART ACKNOWLEDGMENT AND AGREEMENT Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 32 of 80
ACKNOWLEDGMENT AND AGREEMENT
AGREEMENT dated as of this _ day of ,2018 between Primary Wave Music lP Fund 1, LP ("Purchased') and Sylvester Stewart p/Ua Sly Stone ("Stewart").
WHEREAS, reference is made to the Asset Purchase Agreement (the "Definitive Agreement") dated _, 2018 between Even St. Productions Ltd. ("Even St.") and Majoken, lnc. ("Majoken") (Even St., Majoken and their respective affiliates are sometimes individually and collectively referred to herein as "Seller"), on the one hand, and Purchaser, on the other hand, a copy of which is annexed hereto as Exhibit A. Except as expressly set forth herein to the contrary, defined terms as used herein shall have the same meaning as set forth in the Definitive Agreement;
WHEREAS, Even St. and Majoken are currently being jointly administered in their respective Bankruptcy Cases filed under Chapter 11 of the Bankruptcy Code; and
WHEREAS, pursuant to Section 363 of the Bankruptcy Code, Seller wishes to sell to Purchaser and Purchaser wishes to purchase from Seller, all of Seller's right, title and interest in the Transferred Assets; and
WHEREAS, upon entry of an Order of the Bankruptcy Court approving the Motion with respect to the sale of the Transferred Assets pursuant to the terms of the Definitive Agreement, Stewart is entitled to certain benefits arising under the 2016 Settlement Agreement and from the Definitive Agreement;
NOW THEREFORE, Stewart and Purchaser hereby agree as follows:
1. As an inducement for Purchaser and Seller to enter into the Definitive Agreement and Seller to file the Motion for the approval of the Bankruptcy Court in connection with the sale of the Transferred Assets, and in exchange for other good and valuable consideration, receipt of which is hereby acknowledged which includes, but is not limited to, the rights Stewart is entitled to arising from the 2016 Settlement Agreement and the Definitive Agreement, Stewart hereby acknowledges, agrees, covenants, warrants and represents to Purchaser as follows:
(i) Stewart shall be bound by the terms of the Definitive Agreement insofar as the Transferred Assets are concerned and shall execute any necessary documents directing the payor of any Royalties to remit the Royalties to Purchaser from and after the Cash Date;
(ii) Stewart will not solicit or accept any advance(s) against Royalties payable pursuant to the Composition Agreements, the BMI Agreements, the Recording Agreements, the Sony Consulting Agreement or the SoundExchange Agreements, provided, however, that Stewart shall be entitled to negotiate an advance against the Publisher's Share of Recaptured Revenues, provided that no portion of such advance is recoupable from Royalties; Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 33 of 80
(iii) ln the event the Composition Agreements, the BMI Agreements, the Recording Agreements, the Sony Consulting Agreement or the SoundExchange Agreements are modified, expire, or othenruise terminate by operation of law or otherwise, including without limitation by reason of the exercise of Statutory Termination Rights by Stewart or Stewart's Heirs, Purchaser shall be entitled to collect and will continue to receive the revenues, royalties and other amounts Purchaser would have received if the modification, expiration or termination of the Composition Agreements, the BMI Agreements, the Recording Agreements, the Sony Consulting Agreement or the SoundExchange Agreements had not occurred, calculated on a no less favorable basis than such royalties are payable as of the Closing Date;
(iv) Stewart will not authorize SoundExchange to allocate or othenruise direct any portion of the SoundExchange Royalties that are payable by SoundExchange as of the Cash Date with respect to Stewart's services as a performer on any of the Masters to any Entity in connection with such Entity's services as a producer of any of the Masters;
(v) Stewart shall not terminate his affiliation with BMI with respect to the Compositions without the prior written agreement of Purchaser; and
(vi) Without limiting anything set forth herein, Stewart hereby reaffirms the provisions of the 2016 Settlement Agreement pursuant to which in the event that the Statutory Termination Rights are exercised by Stewart or Stewart's Heirs, Stewart and his successors, assigns, heirs, licensees, executors and/or administrators, if any, including without limitation Stewart's Heirs, shall be bound and required to pay any and all Royalties to Purchaser.
2. Stewart agrees that this agreement shall be binding on himself and Stewart's Heirs.
3. This agreement and all claims or causes of action that may be based hereupon, arise out of or relate hereto shall be governed in accordance with the law of the State of New York without regard to the rules of conflict of laws of the State of New York or any other jurisdiction that would require the application of any other jurisdiction's laws. All claims, disputes or disagreements that may arise out of the interpretation, performance or breach of this agreement shall be submitted exclusively to the jurisdiction of the state courts of the State of New York or the Federal District courts located in New York County, New York and Stewart and Purchaser agree and irrevocably consent to submit to the exclusive jurisdictions of such courts.
4. This agreement shall not be modified except in writing signed by all parties hereto. Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 34 of 80
5. This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. This Agreement shall become effective when, and only when, each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Delivery of an executed counterpart of this Agreement by facsimile or other electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement.
lRemainder of Page lntentionally Left Blank; Signature Page to Followl Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 35 of 80
lN W|1-NESS WHEREOF, the parties hereto set their hands as of the date first set forth above.
Primary Wave Music lP Fund 1, LP
By,:
Its Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 36 of 80
EXH!BIT 3
GENERAL LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 37 of 80
Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul
As of July 1,2018
To: All Payors of lncome lncluding But Not Limited To . ALL PERFORMING RIGHTS ORGANIZATIONS OR SOCIETIES o ALL MECHANICAL RIGHTS ORGANIZATIONS OR SOCIETIES . ALL NEIGHBORING RIGHTS ORGANIZATIONS OR SOCIETIES o ALL RECORD LABELS, MANUFACTURERS, DISTRIBUTORS AND LICENSEES . ALL PUBLISHERS, SUBPUBLISHERS AND LICENSEES
RE: Letter of Direction - Even St. Productions Ltd. f/Ua Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Please be advised that effective as of July 1 ,2018 Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. ("Even St.") and Majoken, lnc. ("Maioken") (individually and collectively, "$l!gg") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM") an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common controlwith Seller (individually and collectively, the "Seller Affiliates") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "Bova|!jes,") payable and/or becoming payable to Seller and/or any Seller Affiliates (each, a "Seller Related Entitv") from and after July 1 ,2018 by any person or entity, anywhere in the universe, derived from or otherwise in connection with the following:
(a) any and all musical compositions and musicalworks written in whole or in part by Sylvester Stewart p/kia Sly Stone ("Stewart") on or before December 31, 1988, including, without limitation, the musical compositions and musicalworks listed on Schedule A attached hereto, whether the same were originally claimed or registered as a musical composition or as a musical part of a dramatico-musical work, and any music, lyrics, titles or cues thereof, whether domestic or foreign, and/or any direct or indirect interests therein or other rights arising therefrom, respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, as well as any derivative works based thereon now existing or hereafter created (including, for the avoidance of doubt, any such derivative works created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Compositions"), it being understood that the Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions;
(b) the public performance of the Compositions, including, without limitation, the so-called "writer's share" of Royalties payable by Broadcast Music, lnc. and/or any other performing rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Compositions, in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions; Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 38 of 80
(c) any and all audio-only and audiovisual recordings, master recordings, sound recordings and phonorecords (i) embodying the performance of Stewart (individually or together with other recording artists, including as a member of the musical group known as Sly and the Family Stone), (ii) originally recorded on or before December 31, 1988, and (iii) respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, including, without limitation, the recordings and phonorecords listed on Schedule A-1 attached hereto, and/or any direct or indirect interests therein or other rights arising therefrom, as well as any derivative works based thereon now existing or hereafter created (but not including any re-recording by Stewart of any musical composition previously included in any recording created on or before December 31 , 1988 which re- recording is created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Masters"), it being understood that the Royalties directed to be paid under this clause (c) shall be solely in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Master);
(d) the public performance of the Masters, including without limitation, any so-called "artist share" of Royalties payable by SoundExchange, lnc. and/or any other neighboring rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Masters, whether accorded pursuant to the laws and regulations currently in effect or hereinafter enacted in any country of the world or under any applicable collective bargaining or industrywide agreement, in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters); and
(e) the consultation agreement dated as of December 18,2002 by and between Even St. and Sony Music Group, a Group of Sony Music Entertainment lnc.
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and irrevocably directs the recipient of this letter of direction to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a) through (e) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP c/o Primary Wave Music Publishing LLC 116 E 16th St., 9th Floor New York, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #:021000021 SWIFT: CHASUS33 Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 39 of 80
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to the recipient of this letter of direction by the undersigned in connection with the Royalties described above.
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours,
Even St. Production
ACKNOWLEDGED AND AGREED:
By:
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 40 of 80
EXHIBlT 4
BMI LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 41 of 80
Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd,, Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul
As of July 1,2018
Broadcast Music, lnc. 7 World Trade Center 250 Greenwich Street New York, NY 10007-0030
RE: Letter of Direction - Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Reference is made to any and all agreements by and between Broadcast Music, lnc., its affiliates, and/or any of their respective successors and/or predecessors (collectively, "EMl"), individually and/or together with any one or more additional parties, on the one hand, and Sylvester Stewart p/k/a Sly Stone ("Stewart"), Even St. Productions Ltd. f/kia Stone Fire Productions Ltd. ("EvenlSl."), Majoken, lnc. ("[V!gjg&!"), and/or any of their respective affiliates, successors, and/or predecessors, individually and/or together with any one or more additional parties, on the other hand, including, without limitation, the agreement between Stewart and BMI executed by Stewart and dated May 26, 2018, as of the same may have been amended or extended from time to time (collectively, the "BMl Aqreements").
Reference is further made to the assignment dated February 27,1989 from Stewart to Even St. pursuant to which Stewart assigned to Even St. any royalties or other income due or to become due from BMl.
Please be advised that effective as of July 1 ,2018 Even St. and Majoken (individually and collectively, "Seller") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM") certain assets of Seller, including, without limitation, an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common controlwith Seller (individually and collectively, the "&l!erl\lfil!g!es") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, ) payable and/or becoming payable to Seller and/or any Seller Affiliates (each, a "Seller Related Entitv") from and after July 1 ,2018 by any person or entity, including, without limitation, BMl, anywhere in the universe, pursuant to the BMI Agreements or othenailse, derived from or in connection with the following:
(a) any and all musical compositions and musicalworks written in whole or in part by Stewart on or before December 31 , 1988, including, without limitation, the musical compositions and musical works listed on Schedule A attached hereto, whether the same were originally claimed or registered as a musical composition or as a musical part of a dramatico-musical work and any music, lyrics, titles or cues thereof, whether domestic or foreign, and/or any direct or indirect interests therein or other rights arising therefrom, respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, as well as any derivative works based thereon now existing or hereafter created (including, for the avoidance of doubt, any such derivative works created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Compositions"), it being understood that the Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 42 of 80
Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions; and
(b) the public performance of the Compositions, including, without limitation, the so-called "writer's share" of Royalties payable by BMI and/or any other performing rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Compositions, in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions.
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and inevocably directs BMI to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a) and (b) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP cio Primary Wave Music Publishing LLC 116 E 16th St., 9th Floor New York, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #: O21OO0O21 SWIFT: CHASUS33
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to BMI by the undersigned in connection with the Royalties described above.
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours,
Its: /aa-t
Majoken, lnc.
,L' / urs Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 43 of 80
ACKNOWLEDGED AND AGREED:
Broadcast Music, lnc.
By:
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 44 of 80
EXHIBIT 5
MIJAC LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 45 of 80
Even St. Productions Ltd.flkla Stone Fire Productions Ltd. and Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul
As of July 1,2018
Mijac Music / Miran Publishing Corp. c/o Sony/ATV Songs LLC 8 Music Sq.W. Nashville, TN 37203-3204 RE: Letter of Direction - Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Reference is made to any and all agreements by and between Michael Jackson, Mijac Music, and Miran Publishing Corp., and each of their respective affiliates, successors, and/or predecessors, including, without limitation, Stone Flower Music, Stone Flower Productions, lnc., Daly City Music, Magic Mirror Management and Daedalus Productions, lnc. (individually and collectively, the "Miiac Entities"), individually and/or together with any one or more additional parties, on the one hand, and Sylvester Stewart p/k/a Sly Stone ("Stewart"), Even St. Productions Ltd. f/l
Please be advised that effective as of July 1 ,2018 Even St. and Majoken (individually and collectively, "&!lgf") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM') certain assets of Seller, including, without limitation, an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common control with Seller (individually and collectively, the "Seller Affiliates") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "Rovalties") payable and/or becoming payable to Seller and/or any Seller Affiliates (each, a "Seller Related Entitv") from and after July 1 ,2018 by any person or entity, including, without limitation, the Mijac Entities, anywhere in the universe, pursuant to the Publishing Agreements or othenruise, derived from or in connection with the following:
(a) any and all musical compositions and musicalworks written in whole or in part by Stewart on or before December 31 , 1988, including, without limitation, the musical compositions and musical works listed on Schedule A attached hereto, whether the same were originally claimed or registered as a musical composition or as a musical part of a dramatico-musical work and any music, lyrics, titles or cues thereof, whether domestic or foreign, and/or any direct or indirect interests therein or other rights arising therefrom, respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, as well as any derivative works based thereon now existing or hereafter created (including, for the avoidance of doubt, any such derivative works created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Compositions"), it being understood that the Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions; and Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 46 of 80
(b) the public performance of the Compositions, including, without limitation, the so-called "writer's share" of Royalties payable by Broadcast Music, lnc. and/or any other performing rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Compositions, in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions.
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and inevocably directs the Mijac Entities to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a) and (b) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP c/o Primary Wave Music Publishing LLC 116 E 16th St., 9th Floor New York, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #:021000021 SWIFT: CHASUS33
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to any of the Mijac Entities by the undersigned in connection with the Royalties described above.
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours,
Its: /r,Z<
Its: /tls Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 47 of 80
ACKNOWLEDGED AND AGREED:
Mijac Music
By:
Its:
Mira n Publishing Corp.
By: -
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 48 of 80
EXH!BIT 6
SONY/ATV LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 49 of 80
Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul
As of July 1,2018
Sony/ATV Music Publishing, LLC 8 Music Sq.W. Nashville, TN 37203-3204
RE: Letter of Direction - Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Reference is made to any and all agreements by and between Sony/ATV Music Publishing, LLC, its affiliates, and their respective predecessors and/or successors (individually and collectively, "Sonv/ATV"), individually and/or together with any one or more additional parties, on the one hand, and Sylvester Stewart p/Ua Sly Stone ("Stewart"), Even St. Productions Ltd. f/Ua Stone Fire Productions Ltd. ("Even St."), Majoken, lnc. ("Maioken"), and/or any of their respective affiliates, successors, and/or predecessors, individually and/or together with any one or more additional parties, on the other hand, as any of the same may have been amended or extended from time to time (collectively, the "Sonv/ATV Aqreements").
Please be advised that effective as of July 1 ,2018 Even St. and Majoken (individually and collectively, "SgIE.f") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM") certain assets of Seller, including, without limitation, an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common control with Seller (individually and collectively, the "Seller Affiliates") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "Rovalties") payable and/or becoming payable to Seller and/or any Seller Affiliates (each, a "Sl]gI Related Entitv") from and after July 1 , 2018 by any person or entity, including, without limitation, Sony/ATV, anywhere in the universe, pursuant to the Sony/ATV Agreements or othenrvise, derived from or in connection with the following:
(a) any and all musical compositions and musicalworks written in whole or in part by Stewart on or before December 31, 1988, including, without limitation, the musical compositions and musical works listed on Schedule A attached hereto, whether the same were originally claimed or registered as a musical composition or as a musical part of a dramatico-musical work and any music, lyrics, titles or cues thereof, whether domestic or foreign, and/or any direct or indirect interests therein or other rights arising therefrom, respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, as well as any derivative works based thereon now existing or hereafter created (including, for the avoidance of doubt, any such derivative works created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Comoositions"), it being understood that the Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions; and Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 50 of 80
(b) the public performance of the Compositions, including, without limitation, the so-called "writer's share" of Royalties payable by Broadcast Music, lnc. and/or any other performing rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Compositions, in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions.
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and irrevocably directs Sony/ATV to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a) and (b) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP c/o Primary Wave Music Publishing LLC 116 E 16th St., 9th Floor New York, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #:02100Q021 SWIFT: CHASUS33
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to Sony/ATV by the undersigned in connection with the Royalties described above.
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours,
Its: f a, c1
rts: / btg Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 51 of 80
ACKNOWLEDGED AND AGREED:
Sony/ATV Music Publishing, LLC
By:
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 52 of 80
EXHIBIT 7
WARNERYGHAPPELL LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 53 of 80
Even St. Productions Ltd. f/t
As of July 1,2018
Warner/Chappell Music, lnc. 10585 Santa Monica Blvd. Los Angeles, CA 90025-4921 RE: Letter of Direction - Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Reference is made to any and all agreements by and between Warner/Chappell Music, lnc., its affiliates, and/or any of their respective successors and/or predecessors (individually and collectively, "We.fngl/C[appgl!"), individually and/or together with any one or more additional parties, on the one hand, and Sylvester Stewart p/k/a Sly Stone ("Stewart"), Even St, Productions Ltd. f/k/a Stone Fire Productions Ltd. ("Even St."), Majoken, lnc. ("Maioken"), and/or any of their respective affiliates, successors, and/or predecessors, individually and/or together with any one or more additional parties, on the other hand, as any of the same may have been amended or extended from time to time (collectively, the "Warner/Chappell Aqreements").
Reference is further made to the assignment dated February 27,1989 from Stewart to Even St. pursuant to which Stewart assigned to Even St. any royalties or other income due or to become due from Warner/Chappell.
Please be advised that effective as of July 1 ,2018 Even St. and Majoken (individually and collectively, "Seller") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM") certain assets of Seller, including, without limitation, an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common control with Seller (individually and collectively, the "Seller Affiliates") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "EgEl!€") payable and/or becoming payable to Seller andior any Seller Atfiliates (each, a "Seller Related Entity") from and after July 1,2018 by any person or entity, including, without limitation, Warner/Chappell, anywhere in the universe, pursuant to the Warner/Chappell Agreements or otherwise, derived from or in connection with the following:
(a) any and all musical compositions and musicalworks written in whole or in part by Stewart on or before December 31, 1988, including, without limitation, the musical compositions and musical works listed on Schedule A attached hereto, whether the same were originally claimed or registered as a musical composition or as a musical part of a dramatico-musical work and any music, lyrics, titles or cues thereof, whether domestic or foreign, and/or any direct or indirect interests therein or other rights arising therefrom, respecting which Seller and/or any Seller Related Entity owns andior controls any right, title or interest anywhere in the world, as well as any derivative works based thereon now existing or hereafter created (including, for the avoidance of doubt, any such derivative works created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Qg4pggjjiong"), it being understood that the Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions; and Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 54 of 80
(b) the public performance of the Compositions, including, without limitation, the so-called "writer's share" of Royalties payable by Broadcast Music, lnc. and/or any other performing rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Compositions, in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions.
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and irrevocably directs Warner/Chappell to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a) and (b) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP c/o Primary Wave Music Publishing LLC 116 E 16th St., 9th Floor NewYork, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #:021000021 SWIFT: CHASUS33
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to Warner/Chappell by the undersigned in connection with the Royalties described above,
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours,
''l []"n"" , Its: ,l ltZC Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 55 of 80
ACKNOWLEDGED AND AGREED:
Warner/Chappell Music, lnc.
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 56 of 80
EXHIBlT 8
SONY ENTERTAINMENT LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 57 of 80
Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul
As of July 1,2018
Sony Music Group, a Group of Sony Music Entertainment lnc. 25 Madison Avenue New York, NY 10010
RE: Letter of Direction - Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Reference is made to any and all agreements by and between Sony Music Group, a Group of Sony Music Entertainment lnc., its affiliates, and/or any of their respective successors and/or predecessors, including, without limitation, CBS Records, a Division of Columbia Broadcasting Systems (individually and collectively, "Sonv Entertainment"), individually and/or together with any one or more additional parties, on the one hand, and Sylvester Stewaft p/Ua Sly Stone ("Stewag!"), Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. ("funSl"), Majoken, lnc. ("Maioken"), and/or any of their respective affiliates, successors and/or predecessors, individually and/or together with any one or more additional parties, on the other hand, including, without limitation, the following: (i)the agreement dated June 6, 1967 between Stone Flower Productions and CBS Records, (ii)the agreement dated June 7, 1967 between Gerald L. Martini, Fredrick Stewart, Stewart, Lawrence Graham, Jr., Gregory Enrico and Cynthia Robinson, on the one hand, and CBS Records, on the other hand, (iii) the memorandum of agreement dated September 15, 1972, between Stewart, Fresh Productions, lnc., Stone Flower Productions, lnc., Stone Flower Music Co., Daly City Music Co., lllili Entities, lnc., lllili Music Company and David Kapralik, on the one hand, and CBS Records, on the other hand, (iv) the memorandum of agreement dated December 1, 1977 , between Stewart, Fresh Productions, lnc., Stone Flower Productions, lnc., Stone Flower Music Co., Daly City Music Co., lllili Entities, lnc., lllili Music Company and David Kapralik, on the one hand, and CBS Records on the other hand, (v) the letter agreement between Sony Entertainment and Even St. dated December 18,2002, and (vi) the consultation agreement between Sony Entertainment and Even St. dated as of December 1 8, 2002, as any of the Samemayhavebeenamendedorextendedfromtimetotime(collectively,the..sny-A@,,,).
Reference is further made to the assignment dated February 27 , 1989 from Stewart to Even St. pursuant to which Stewart assigned to Even St. any royalties or other income due or to become due from Sony Entertainment.
Please be advised that effective as of July 1 ,2018 Even St. and Majoken (individually and collectively, "&!gl") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM") certain assets of Seller, including, without limitation, an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common control with Seller (individually and collectively, the "Seller Affiliates") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "89re.!!S") payable and/or becoming payable to Seller and/or any Seller Affiliates (each, a "&lleI Related Entitv") from and after July 1 , 2018 by any person or entity, including, without limitation, Sony Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 58 of 80
Entertainment, anywhere in the universe, pursuant to the Sony Entertainment Agreements or otherwise, derived from or in connection with the following:
(a) any and all audio-only and audiovisual recordings, master recordings, sound recordings and phonorecords (i) embodying the performance of Stewart (individually or together with other recording artists, including as a member of the musical group known as Sly and the Family Stone), (ii) originally recorded on or before December 31, 1988, and (iii) respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, including, without limitation, the recordings and phonorecords listed on Schedule A-1 attached hereto, and/or any direct or indirect interests therein or other rights arising therefrom, as well as any derivative works based thereon now existing or hereafter created (but not including any re-recording by Stewart of any musical composition previously included in any recording created on or before December 31,1988 which re- recording is created on or after January 1, 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Masters"), it being understood that the Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters); and
(b) the public performance of the Masters, including without limitation, any so-called "artist share" of Royalties payable by SoundExchange, lnc. and/or any other neighboring rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Masters, whether accorded pursuant to the laws and regulations currently in effect or hereinafter enacted in any country of the world or under any applicable collective bargaining or industrywide agreement, in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters).
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and inevocably directs Sony Entertainment to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a)through (b) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP c/o Primary Wave Music Publishing LLC 1 1 6 E 16th St., 9th Floor New York, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #:021000021 SWIFT: CHASUS33 Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 59 of 80
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to Sony Entertainment by the undersigned in connection with the Royalties described above.
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours,
Even St. Prod
ACKNOWLEDGED AND AGREED:
Sony Music Group, a Group of Sony Music Entertainment lnc.
Its: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 60 of 80
EXHIBIT 9
WARNER BROS. LETTER OF DIRECTION Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 61 of 80
Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc. c/o Loeb & Loeb 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Attention: John Frankenheimer and Johnathan Altschul
As of July 1,2018
Warner Bros. Music, a division of Warner Bros. lnc. 3300 Warner Blvd. Burbank, CA 91505
RE: Letter of Direction - Even St. Productions Ltd. f/k/a Stone Fire Productions Ltd. and Majoken, lnc.
To Whom lt May Concern:
Reference is made to any and all agreements by and between Warner Bros. Music, a division of Warner Bros. lnc., its affiliates, and/or any of their respective successors and/or predecessors (individually and collectively, "Warner Bros."), individually and/or together with any one or more additional parties, on the one hand, and Sylvester Stewart p/k/a Sly Stone ("Stewag!"), Even St. Productions Ltd. f/kia Stone Fire Productions Ltd. ("Even St."), Majoken, lnc. ("Maioken"), and/or any of their respective affiliates, successors, and/or predecessors, individually and/or together with any one or more additional parties, on the other hand, as any of the same may have been amended or extended from time to time (collectively, the "@").
Please be advised that effective as of July 1 ,2018 Even St and Majoken (individually and collectively, "&!!.9I") have irrevocably sold, assigned, transferred and set over to Primary Wave Music lP Fund 1, LP ("PWM") certain assets of Seller, including, without limitation, an undivided one hundred percent (100%) of all right, title and interest of Seller and any other entities controlling, controlled by or under common control with Seller (individually and collectively, the "Sller Affi[a]!es") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "EgE|!jS") payable and/or becoming payable to Seller and/or any Seller Affiliates (each, a "Seller Related Entitv") from and after July 1 , 2018 by any person or entity, including, without limitation, Warner Bros., anywhere in the universe, pursuant to the Warner Bros. Agreements or othenrvise, derived from or in connection with the following:
(a) any and all audio-only and audiovisual recordings, master recordings, sound recordings and phonorecords (i) embodying the performance of "Stewart (individually or together with other recording artists, including as a member of the musical group known as Sly and the Family Stone), (ii) originally recorded on or before December 31, 1988, and (iii) respecting which Seller and/or any Seller Related Entity owns and/or controls any right, title or interest anywhere in the world, including, without limitation, the recordings and phonorecords listed on Schedule A-1 attached hereto, and/or any direct or indirect interests therein or other rights arising therefrom, as well as any derivative works based thereon now existing or hereafter created (but not including any re-recording by Stewart of any musical composition previously included in any recording created on or before December 31 , 1988 which re- recording is created on or after January 1 , 1989), in each instance to the extent of Seller's and/or any Seller Related Entity's current or future interest therein (collectively, the "Masters"), it being understood that the Royalties directed to be paid under this clause (a) shall be solely in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters); and
(b) the public performance of the Masters, including without limitation, any so-called "artist share" of Royalties payable by SoundExchange, lnc. and/or any other neighboring rights society or Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 62 of 80
organization anywhere in the world or any other person or entity in respect of the public performance of the Masters, whether accorded pursuant to the laws and regulations currently in effect or hereinafter enacted in any country of the world or under any applicable collective bargaining or industrywide agreement, in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters).
Accordingly, from and after July 1 ,2018, the undersigned hereby authorizes and inevocably directs Warner Bros. to pay to PWM one hundred percent (100%) of the Royalties set forth in clauses (a) and (b) above.
All payments and statements as well as copies of any notices or correspondence in connection with the foregoing should be sent to PWM at the following address:
Primary Wave Music lP Fund 1, LP c/o Primary Wave Music Publishing LLC 116 E 16th St., 9th Floor New York, NY 10003 Attention: Royalties
Electronic royalty statements should be emailed in imaestro format, with an additional copy in Excel or csv format, to PWM at the following email address: [email protected]
Wire remittances should be directed to the following bank account:
Account Name: Primary Wave Music lP Fund 1, LP Bank Name: JP Morgan Chase Bank, NA Account #: 826670536 Routing #:021000021 SWIFT: CHASUS33
This notice terminates and supersedes any and all prior designations of mailing address or payment instructions furnished to Warner Bros. by the undersigned in connection with the Royalties described above.
Please update your records accordingly. We appreciate your acknowledging receipt of this notification by executing the enclosed copy and returning to PWM at the address set forth above.
Very truly yours, Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 63 of 80
ACKNOWLEDGED AND AGREED:
Warner Bros. Music, a division of Warner Bros. lnc.
By: Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 64 of 80
EXHIBIT 11
ASSET ASSIGNMENT Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 65 of 80
ASSET ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, effective as of this
-dayof-,2018(the..EffectiveDate,,),theundersignedEvenSt,ProductionsLtd.f/k/a Stone Fire Productions Ltd. ("Even St.") and Majoken, lnc. ("Maioken") (Even St. and Majoken are sometimes hereinafter individually and jointly referred to as "Assigno/') hereby irrevocably sell, assign, transfer, and convey to Primary Wave Music lP Fund 1, LP ("Assiqnee") in perpetuity an undivided one hundred percent (100%) of all right, title and interest of Assignor and any other entities controlling, controlled by or under common controlwith Assignor (individually and collectively, the "Assionor Affiliates") in and to any and all credits, monies, fees, royalties, revenues, amounts and sums of any kind or description (collectively, "Rovalties") payable and/or becoming payable to Assignor from and after July 1,2018 by any person or entity, anywhere in the universe, derived from or in connection with the following:
(a) any and all musical compositions and musicalworks written in whole or in part by Sylvester Stewart p/k/a Sly Stone ("S!gwart") on or before December 31, 1988, including, without limitation, the musical compositions and musicalworks listed on Schedule A attached hereto, whether the same were originally claimed or registered as a musical composition or as a musical part of a dramatico-musical work, and any music, lyrics, titles or cues thereof, whether domestic or foreign, and/or any direct or indirect interests therein or other rights arising therefrom, respecting which Assignor and/or any Assignor Affiliate and/or any predecessor of Assignor, but expressly excluding Stewart (individually and collectively, the "Assiqnor Related Entities") owns and/or controls any right, title or interest anywhere in the world, as well as any derivative works based thereon now existing or hereafter created (including, for the avoidance of doubt, any such derivative works created on or after January 1 , 1989), in each instance to the extent of Assignor's and/or any Assignor Related Entities' current or future interest therein (collectively,the.,@@',,),includingwithoutlimitationallofsuchinterestinallrights under United States federal or state copyright or foreign copyright and all renewals, extensions, continuations, restorations, revivals and reversions thereof (whether vested, contingent or inchoate, whether registered or unregistered and whether such renewals, extensions, continuations, restorations, revivals and reversions are now in existence or come into existence for any reason, including, but not limited to, as a result of future legislation orthe interpretation thereof), in all countries of the world or otherwise throughout the universe, as well as all United States orforeign applications for copyright registration and all causes of action, including without limitation those for infringement, arising from the date of creation of the work, whether now known or unknown to Assignor or Assignee in all events, to the extent of Assignor's and/or any Assignor Related Entities' current or future interest therein, it being understood that the Royalties assigned under this clause (a) shall be solely in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions;
(b) the public performance of the Compositions, including, without limitation, the so- called "writer's share" of Royalties payable by Broadcast Music, lnc. and/or any other performing rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Compositions, in connection with Stewart's capacity as an author, songwriter, lyricist, composer or arranger of the Compositions;
(c) any and all audio-only and audiovisual recordings, master recordings, sound recordings and phonorecords (i) embodying the performance of Stewart (individually or together with other recording artists, including as a member of the musical group known as Sly and the Family Stone), (ii) originally recorded on or before December 31 , 1988, and (iii) respecting which Assignor and/or any Assignor Related Entity owns and/or controls any right, title or Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 66 of 80
interest anywhere in the world, including, without limitation, the recordings and phonorecords listed on Schedule A-1 attached hereto, and/or any direct or indirect interests therein or other rights arising therefrom, as well as any derivative works based thereon now existing or hereafter created (but not including any re-recording by Stewart of any musical composition previously included in any recording created on or before December 31 , 1988 which re-recording is created on or after January 1 , 1989), in each instance to the extent of Assignor's and/or any Assignor Related Entities' current orfuture interest therein (collectively, the "Masters"), including without limitation all such interest in all rights under United States federal or state copyright or foreign copyright and all renewals, extensions, continuations, restorations, revivals and reversions thereof (whether vested, contingent or inchoate, whether registered or unregistered and whether such renewals, extensions, continuations, restorations, revivals and reversions are now in existence or come into existence for any reason, including, but not limited to, as a result of future legislation or the interpretation thereof), in all countries of the world or otherwise throughout the universe, as well as all United States or foreign applications for copyright registration and all causes of action, including without limitation those for infringement, arising from the date of creation of the work, whether now known or unknown to Assignor or Assignee in all events, to the extent of Assignor's and/or any Assignor Related Entities' current or future interest therein, and by this reference made a part hereof, it being understood that the Royalties assigned under this clause (c) shall be solely in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters);
(d) the public performance of the Masters, including without limitation, any so-called "artist share" of Royalties payable by SoundExchange, lnc. and/or any other neighboring rights society or organization anywhere in the world or any other person or entity in respect of the public performance of the Masters, whether accorded pursuant to the laws and regulations currently in effect or hereinafter enacted in any country of the world or under any applicable collective bargaining or industrywide agreement, in connection with Stewart's capacity as a recording artist or performer of the Masters (and not as a producer of the Masters); and
(e) the consultation agreement dated as of December 1 8, 2002 by and between Even St. and Sony Music Group, a Group of Sony Music Entertainment lnc.
lf any provision of this instrument of transfer shall be held void, invalid or inoperative, no other provision of this instrument of transfer shall be affected as a result thereof and, accordingly, the remaining provisions of this instrument of transfer shall remain in full force and effect.
IS/GNATURE PAGE TO FOLLOW Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 67 of 80
lN WITNESS WHEREOF, the undersigned have duly executed this Assignment the date first stated above.
ASSIGNOR:
Even St. Productions Ltd.
rus: /tF<
Majoken, lnc.
nst /hfi Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Case 2:15-ap-01284-WB DocMain 92 DocumentFiledL2lO6f.6 Page Entered68 of 80 L2l06lL61-5:29:58 Desc Main Document Page L ol 4
I DAVrD L. NEALE (SBN r4r225) (SBN 2 KRTKOR J. MESHEFEJTAN 255030) LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. J 10250 Constellation Boulevard, Suite 1700 Los Angeles, Californi a 90067 4 Telephone: (310) 229-1234; Facsimile: (310) 229-1244 Email : dln(ri)lnb),b. corn ; kj m(iill nbi,b. corn 5
6 Attorneys for Plaintiffs
7 TJNITED STATES BANKRUPTCY COURT 8 CENTRAL DISTRICT OF CALIFORNIA 9
10 LOS ANGELES DIVISION
11 In re: Lead Case No.: 2:13-bk-24363-WB t2 (Jointly administered with: 2: 1 3-bk- EVEN ST. PRODUCTIONS 24389-WB) 13 t4 Debtor. Chapter 11 Cases
15 In re: Adv. Pro. No.: 2:15-ap-01284-WB t6 MAJOKEN, STIPULATION RE DISMISSAL OF l7 ADVERSARY PROCEEDING Debtor. 18 X Affects AII Plaintiffs Status Conference and Hearing On Motion To Dismiss Complaint: tr Affects Even St. Productions Ltd., only t9 Date: January 10,2017 tr Affects Majoken, Inc. only Time: 2:00 p.m. 20 Place: Courtroom 1375 EVEN STREET PRODUCTIONS LTD., and 255 East Temple Street 2t MAJOKEN,INC., Los Angeles, CA 90012 22 Plaintiffs, 23 v. 24 SYLVESTER STEWART, 25 Defendant. 26
27
28
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r. r.rr.r ia C.. ^. ,\clf Yiri. .\c.,/ YoJk ;0C:9 (1121 7i5d3::' 's" $ o.--' .**.;ii s' Jl;:.ie o, LrO { o rN sa-.'[("x Sior:e !'iower ProCuccoas c/o Vs. Sylves"er Sione 700 lf:bano Street Sac' Fraacisco, Califoraia Dear $irs:
?be foli,owing, rvhen sigeeci by yo, .*A by us, rvi3.1 colstituie :he ag:ee t between you and us:
A. .You have m,aCe Ce5very to us-6i.cei:ai:1 nldS.tei reco=Cings, be=einafie5.,. ciesc=i.bed, anC we have accepteC suEh,riaste: rilior6iags in accoria:rce with"...-. ae foilcwing provisio:s of this..agceim:dnt. . ,. '.,:j'= nt, =ep:eq'3#i;i};ig*i{6r6\**"* .i.l= ;.-*i...... I .- - -- -r.:--_i:I l. you ane ihe €*1Uii*"Od;*;*F"t mzst&r ;eco;diags .' ,-i,r,;-,'ffii in ti:etne oi aiYgi[t'ga#t*-$'g$;a;,V"=acb.-iarie saiagr:u:1'c6lai.dTo= raagaetic - . ioitrform =eco:ii-g=eco=iin! ;.11i,1,1.ry$' i'r{i$F; ta;le reco:Ced pe;fo:raances ; ,..irr;l-,.,..$i.:li andlo: =re=i -'6-tsr,.eni'oaryi.#ihe . . .of the contos:f c:s liEtSii-,beEol,r..,€eeord.ed May !?,'196? in Saa'!.rarigiscg,.,..C.3 (he:etua*e= so=e$.=i*q4$9,.*y,veiV call.ei. tJre 'rciaste: ::"-.o:"iig-"jlLlfffi . Such maste= =eca.--tihliir*.ieSy -uetforma-ces by C33'ALD t"- I't tnmmffi rB EDR r cK s s rEwAR i*, c rnr?i{i-+- n ogrxs ciNS, ' , r LAvrRENcrLATTRENCT cRASv,iR.oGRCSV,IR.*"Er1i'i&tf*;ir*r,vasrER aadAAd GREGO3YGREGOBY t!.mrco+EN:RICO+ {PK4(PK4 "SLY.'sr,yANd''ii:i:#t ANIIf.:.; .:. TIIE -1IAIfdLY'STO}rES'I) r. i,,*..L#t : . RIJ'N, BI'N, BUN " iT'I }dAKE IT TILL ?OMOR,ROW ; I;i+}::#.*ii 3Ir8,N BAB*, ArrriN LEr ME I{EAR r? r'BO}d yg-ti l' .i '.?.''lll:i* ' :i-;'''{ DOG HiGHEB :1;- ;1ffi Vli{Y TURN M,E TOOSE ' :'. ' '"5i: "'.-*.i.i Z. You have iot, ecr has any ithird, palty, prior to the Cate of-*af" this , ' '|'.''q'i'i' . iigreer.eat, so1d,, leased, o= otl,ur*i". ai"p"sec of any right, . ;" o: irterest i:: or io any such rirasier recordings, not ranufaciured phoeograph reco:ds from such r:rasier reco;di.egs, o: frorn ary cqries o: d,upJ,icaies of such ::raster recoiCiags, os sold. pb,oeograpb reco=Cs so =r.aaufactu,=ed. None of dhe ee=so:ts Es:ed above who are naikeC s'ith aa asterisk have, dr:,ring a period of five yea:s p:io: to the daie a,i tnis agree=aeni, any sf, such eonnposi€o=s io=. ;re=fo:mei" . aay pe:son otlrer tb,aa us ior the puEpose of rnakiag recoiCiags, oth.i= ' tha$ sueh inaster recoiCings .delivereC to us bereu:rdes. Exhibit 15 Sory Entertaiment Agreement-pdf Case 2:13-bk-24363-WB Doc 1059- Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 71 of 80
soN\, MU$|0 A Group of $uny },,,lusic Entee{.xi*rm*ni lnf," Fi(} Madiern Av*nu* Ne,r,'yo*, ruy ln*}f
Dated: As of ft*t*rxrfu*r iS, ?S0t El*n St. Prcdurtlsns, Ltd, C,o Gl*nn Stone, Esq. 37S fi{th Av*x*ue $utte '$[T t'{e',v Ynrk, Ny 1fr*fl1
Relerence is rnade ta tl"*n xgr*erre*nt {a} det# .3trne ?, '!$sr b+h,r,Een *r e$lurnr'ia aroedcasiirtg sy$&ffi-it**" cs$ Re,rqdsu & il,iuisron Frcderick rmnyi G;#;r-in*nieresr);;* &lrau stewart, sylne{gi*t*u.r rru*rence'firaharn, r-. hiertir*i, .tr,, gr*g?ry Enie*, symE&io and Rose stewart p/i cha[l rnean t]e s€t rrur*E te![* *r:H)",@ Pox o*mpilation cnrnpri*ed *f apFrCIximarefy #*::[u:1,n il]ffi4lf[r,THffi'rm'ntt:^. (c) The "FgsentAt+ Album. $rlail fieax a hNo_CS rr singte_CD other ccrnfiguraiions) compi,ailoffin*irl1s.inn*xrii.i,iilis {and/,or equrvatenl in t'tt=t*o or:E m"asters mritua*y serecred il iltr:Xl Eill 'ncludins "ot'prei,ioliry;-;#dly s*y ffi;'a*s #uruarry seiecr*i {d} The.l ino*,eili*nn,Hf,*ffi =*,*ff*;1,#:Hl=f,l,f;_,H[F&i*Xequiuar*nr + IF: t3294? rrrs stdt.mz-?12.1*{1} ref{&affit Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 72 of 80 c q,fsu LTAnqu &GEEEfsFr{r Agre*rn*ntrn&d= as.*f il*cernbsr ls. ?-0s; by and betw*elEven St*n*, sL Frpduclians. ttd., #o Glenn Esg-. ?rE Fifth &wnu* *utte drr, rue* yort.r,ry ian*r t-rf Sony fu"r-i J} #y {**u*[e, a srrcrp Musjc E*terteinrner*t inc. {;S*ny,1 1. FEFVICEE 1"01' Referen** i* rrnade b the agreemelTt cf even deB }:emnv,i!** hetren fEU snd s*ny {sl'ilu 02-21e) (the "Ne$' Raleases *sres;et?t') *rth ,**p".t.,anuong olirar things, b rhe mlease btr sony- o{ various dlburns feahrjng lrteitet emoocying t[I g**o*l*nces of sty ino the Farnlryl, $tor-ne {"Adi$r"}- Gapilalimd rarils usad and n*t *enied * nreanings H d;ffi; *1t iar* rue sam€ assfned tn them ]n the ruelv nekas** ngn*#m. wilhout lirniling your c&igetisru or $ony's rlghts urder the lue?r Releases flgreennmt, in* Cuy tn *ne eldanl reQlestao by sony, y*u 3g'*E is'fu{t?iEh y'0ur servim* in cgnnea*ira wrUr fie seiectron cf rep*rtoke tr he lnclsJded in fhe {''lerv Relegses ard the cat*tqg ffi*-re$eases, *$ defiftEd in the lrf*yr. fteleati gg*n*nt, ynu sh*li as6i$t sony in rha pr"nmpisete*tiun *nd of csnrssrtlrns roiinder#*iil R*kases c*ial*g Re*releases, ar IEq$8$led #, ard by sony, rn *roer t* sony in the rskexa R*leeses end of ihe New cEtahg Reb€ses sleh mlea,se u*truo;G;s"*sist is i*i*gri.d6 s;r,' U"Hril- requested by ,Sony. yntr willats* *ssist"n &ony in lnanerattru ma*etiftg cnn;Fis furxrc ru*w Fielsas€s and catalog Re'rel€pss*, a*d.in rigui*rg tn* riop*rr,tion rf sysrester stewart {"sl*wart'}in anv prometienat aciriile* tn re,le{isn tb rne nli* n*r***,rairc d#rog fte-re,teases whieh Stpwart l,s r*ilring ir asr*n, prouided, sffi;Ligit;;;t*slg-*ffi,ilf,.ffi" a brssch dyuur *bligations, {Att such ser'd&s, rsfsrr*d to in txe "Consultirrg ,@id.h-m sent**0es=g"fie ruferrad to h*refin as Servicsg.,J : : -' '-'.'' "- i'1 .-,,I -'' - ' " ,;l:::' ' 2. SCI&[eHNgA[eU _.,'".r,r, ,,.,,:i,"' .,_,'i.,rl''";i,;,,*,.; i.',' ?-01. [n mnsidariationw1r+rrrcrtsut''!! sfL"l 'rr tflB"kit{ls{Jturol'!ffiflffiinder, Sony shat! in perp*fuity *T"{t to'lm-u r;.e,}qtrhr ra*ps{n m l3T:"!.fq & ifl*iri* fl,la*lers,rr4asrers- aqualBnilEr toErs'!rn $lero,s orr*r=r'le'diffEreneeHm3tr b€rw*€$betrl.rre$ ths Me*anicafMerfianic6f ftny,iliier ftnyarri?.:.fl.glIf.e#.E *rtr,_ _ ,a#eJi; cii;ffiSlrxj* ffi*i. il;;r iul&,nio, Rare*] and rys*&'ni*ch*i.*raqdu*p**rlGl,rffiffi ffi#ffi:ig*H,:X-[.*: ::*g#* " "lde*anlcal eoyartyDifferenflal"t, [[*ffi#,ffi,*?#,#l{l;rff . Differennar") S"e-s$*f,r30.e.G,E;fifl*Usna-y'rnil| €nfitled to **r*D*ase rlsnffnfnrp,s;nrnen{ rls +k6 *,i*-!,"**:*, :i:::1" TB.trH l"frry *f th€ hiachsnl{ffi} ffixg,ffi r,: tr;T g* :tjp ffi *s r}qr ffii. Jffi: il,} ff Xffilffi H:ff :i**Hly:*fj:rrtryf *&+d ji*;I#ffi trffi l;f, r,fl"ffitr#?; *fffi;ffi g';,:i3*yyy,y_*g{ryr{,f 1;y*iJ'1ffiffi'ffidili#ffi=fi ;Iffiffiili;mi** f il,ffi fi Apryabrero)ryuunodrmrsasre#;"il,d*ffi ffi ffi ?-"rH * 3"91' ln mnsideretion of {a} pe seruices, sony (or.sony,s Lieensees, app'liceblsi '*hsll pay yrlu 0,E [,lechan&e*.r Sngulthq es noy*ilty o,ridnlil,g, {hE hrisiL orn*ei sdes, the drffemns* bet*mesx tha cunent ****rr*"*ur equal to Ra!e*): (Al rtrt. ."d'iir. rsno$ing rare* {*New Fd*d:ani**r wtn respect to Recsnds *n grite *l*i r-* uoil-* sn o, e*r Juty i, irc? carEpilslng Ner.r Releases {orher rhan the rs*enriar= erui,;i:ffiHff*,, pe,&;; the *tnrpulsery lie*nes f;e;#f rhe minlrrn:rn r{-e. apnllmurelaltte use sr csnp**iuuo* prhnor*nsrds siales copylighr on ui.}de{ lh* unit*d lauv {"u.d"'ui"i*r* ir-trroqia*t*;i;#; jnitiat states date of rctease in the unirad of the New Rdeas* *noern*c-ilrn* rrtinlinum tterpof?; us. sLtulry&ah is sd na of th* data {E) with respedto freesroi **ia in the unrt*d siil; onsra{terJury 1, &fl? runrprising stutt-rr]?-31t&.?{J) 1?1{8t82 ,/-7'nftl - Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 73 of 80 &ssx6x!{E$mr For Oae { $ t . ES } DrLlar, and ottrer gsd and qal-uable c€nElf,erat.i.on, rq*eLtrt af shiah is lrereby asknornrS-*e*e€ S}:f..VESBER grEllI&ItE Ffk/a sly stqn* {'r&ssignorit} hereb,y assiqnrsf transfers, Eets strer and csnvEys r,I+*signse', to sSoltE rIRlfi FBsBuLyroNg x.TB" { ) , aL}. ri.Ehts, title and, intcres* l-n and" to any and al_1 *rgj_ms, right.s" cauces of act.&cn and herrcfits no$ kno$n or unknown **suLtiag frrryn Lhe pri.*r expl*lLat,j.an *f the Aesignprrs *icil-Le talenk.E an* scflriceg, in the entertainrnerrt lndust"ry i.lre lud":Lrrg bue not Ltmir.ed t6. ac I mUsician, eomXpserr arrAnHt*g, pUblisher, rec€r€ing artigtn acror, ltriter end perfcrminE ar.ti€t.. S&id assigrunent shall $.nelx"tde but ns,t be Li.muitrad. ts the eg,Ji1**iaf ,' t' ..:t : . .l ,r , . " ff' :,,,:i.,., ., ,.r,: : :, ' 1. &ny royarlY:ts- lqE .rnt:a,se q.l!,l dr.rc pasr due cr te becor,ne due frwn cFF,5@BQs;. .,.,;I. ..:: 1. $ng roya.lr3r or otha*'.in;.dtte''nou due, xl&st due. or to heeorne due from,X$ffiffiErffra ryusrc, ruc: inetuAinq ur*t nCIt_l.-iTltec tg,rpupl.:tstring royaLr,i.*u aic-i"*e#*, . T,*riter , s j.new. and, royilJti .eu_-$ 3n $nv refa1ttr,'og.iigfrlr income no! 4le, Fesr. due. er to be*ome ilue from tst{x. ruc. inc}u∈ iili-*ur iLms-tad pnrbrishert peforraanee - us s roya3.tieg sr Lneowe, *ng xriter r s rerfom*a&Ee royaltj.es srrd- j_rrcosne, fhe rrithi.n nagtred agsignrnent. trenEf,er and, egnvey;Lntrs .i.ncl"udes trtithout LfuI*itqtion clny and al-l r"i.ghta tker ,&a*Lgnor nsw has pr to tfo;ich hss-igrnor may beerytre enti.fred under exis*ing or subsequenttry enaet*d f *d,sral. atat* nr f oraign Lars. The withi.n grri11g.E further *nc1u&es s,LL $ros**d,a from the foregfoLag accrued and unp*td end. kereafter accrulng and all such c1afuns, rlghte, causes of act,lon hen*fLts arlslng therefrsrn t*5.thaut }l-mLaatian r*ith full riglrt tn g-7, *'5, r or 2L Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 74 of 80 Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc MainSCHEDULE Document A . COMPOSITIONS Page 75 of 80 STEWARTS AUTHORSHIP PERCENTAGE DATE TSXARE I COPYRIGHT COPYRIGHT SONY/ATV ALTERNATIVE iSELLER'S REGISTRATION WAS SONG BMI COMPOSlTION TITLE TITLE(S) irnrenesr co-wRrrER(s) NUMBER SECURED NUMBER WORK ID 3AM BOOGIE 1.2O"/o ------1^ 5 N/III\IIJTES J4?o?80 1624s015 ittathaniel.Wlmer, George Clinton Jr.. William Earl Collins, Gregory E. Jacobs, Zane Lowe, James Mccants, Leroy Mccants, Walter Morrison, Emmanuel f Or"fri", Lalo Schifrin, ,James Todd Smith, Marlon Williams ABC WORLD NEWS NOW- 100.00% CUES ADVTCE 50.00%Em 8426 ADVICE '100.00% 1442122 8434 AFRICA TALKS TO YOU (THE AFRICA TALKS TO IlOO.OO% '1441841 9038 ASPHALT JUNGLE) YOU: AFRICA TALKS TO YOU ASPHALT JU AFTER DINNER DRINK 2,OO% AH-HAI AHHA, AH HA; AFt- 2oo0% Dante Smith, lrla* t+az7gs 861686e IHA Richardson -- AIN'T GOT NOBODY (CLEAN 50.00% R. Birch, N. Hallam 4029979 VERSION) ALL OUR DREAMS ARE 2.OO% COMING TRUE ALL T ALL THRU THE NIGHT 2.00% ALLIGATOR 16.60% ALONE 2roo% AMERICAN IDOL MIXED 20.00% METAPHOR AI\,IERICIIS GOT TALEt\lT AMERICA S GOT 2.OO% ---1- TALENT AND ON AND ON 25.000h James Harris lll, Terry 720027 1922511 Lewis; NC: Janet Jackson ANGRY WALKING 2.00o/o ANIMAL 1100.00% 12737321 ANOTHER WEEKEND 1OO.OO% Will Adams, Tony Butler, 4158967 Jaime Gomez, Allan Pineda CNOTHER WEEKEND REMIX 60.00% Will Adams, Tony Butler, 1442757 10991998 Jamie Gomez, Allan Pineda CI{YTHING YOU WAr.tT ',20.00Yo TarneBetll 4030087 50368 CNYWHERE IN GLORY 2.00% qPPUNTAMENTO AL BUIO 20.00o/o CRE YOU READY 100.00% 1366213 54534 CS I GET OLDER i5O.OO% Billy Preston 1442731 58216 qT MY TILT 5O.OO% 3886788 3 BOYS 2.00o/o B BOYS THEME 28.65% 9423473 I of20 Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 76 of 80 SCHEDULE C AUDITS PENDING OR THREATENED AGAINST ANY SELLER RELATED ENflry RELATING TO THE TRANSFERRED ASSETS INone.] Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 77 of 80 SCHEDULE D OUTSTANDING ADVANCES HERETOFORE RECEIVED BY SELLER OR STEWART WHICH ARE RECOUPABLE FROM EARNINGS OF THE COMPOSITIONS OR MASTERS Seller has received Advances from Sony Entertainment in connection with the Contracts and corresponding royalty accounts ("Unrecouped Accounts") as set forth below. The outstanding amounts indicated as the "2017 H2 Ending Balance" below with respect to each of the Unrecouped Accounts shall be recoupable by Sony Entertainment solely against earnings of the Masters derived from the specific products released pursuant to the applicable Contract relating to such Unrecouped Account and not from any other earnings of the Masters generally. Seller hereby represents and warrants to Purchaser that no earnings derived by Seller pursuant to the Contracts relating to the Unrecouped Accounts are included in the calculation of Average Annual Net lncome as set forth in this Agreement. :01I H1 2017 H2 Contrad I.lunrber f,ontract I'Jame Ending Ealance Ending Ealance R04105600 Euen Streel Productrons q10 000.00; i10.000.00j s,*aqlsorr sLY & FAtv{rLy sTohElr,,,l ;462.05} i46t"051 Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 78 of 80 SCHEDULE E CLAIMS FOR BROKERAGE. FINDERS OR OTHER ADVISORY FEES OR OTHER SIMILAR PAYMENTS IN CONNECT]ON WITH THE CONTEMPLATED TRANSACTIONS [None.] Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 79 of 80 1 PROOF OF SERVICE OF DOCUMENT 2 I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10250 Constellation Boulevard, Suite 1700, Los Angeles, CA 90067 3 A true and correct copy of the NOTICE OF SALE OF ESTATE PROPERTY will be served or was served 4 (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 5 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and 6 hyperlink to the document. On August 28, 2018, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List 7 to receive NEF transmission at the email addresses stated below: 8 • James Cornell Behrens [email protected], [email protected];[email protected];[email protected];dodonnell 9 @milbank.com;[email protected];[email protected] • Anthony Bisconti [email protected], [email protected] 10 • Jonathan E Burke [email protected], [email protected],[email protected] • Teresa C Chow [email protected], [email protected] 11 • Alexandre I Cornelius [email protected], ssaad@costell- law.com;[email protected];[email protected];ladelson@costell- 12 law.com;[email protected] • Penny M Costa [email protected] 13 • Jeffrey Lee Costell [email protected], aicornelius@costell- law.com;[email protected];[email protected];smcduffie@costell- 14 law.com;[email protected] • Sanaea Daruwalla [email protected] 15 • Michael T Delaney [email protected] • Michael T Delaney amcdow@@foley.com 16 • Fahim Farivar [email protected], [email protected];[email protected] • William H Forman [email protected], [email protected] 17 • Todd S Garan [email protected], [email protected];[email protected] 18 • Elizabeth A Green [email protected], [email protected];[email protected] 19 • Steven J. Katzman [email protected], [email protected];[email protected];[email protected] 20 .com • Mary D Lane [email protected], [email protected] 21 • Daniel A Lev [email protected], [email protected];[email protected];[email protected] 22 • Claire Levine [email protected] • Alvin Mar [email protected] 23 • Maryann R Marzano , [email protected] • Maryann R Marzano [email protected], [email protected] 24 • Ashley M McDow [email protected], [email protected];[email protected] • Krikor J Meshefejian [email protected] 25 • David L. Neale [email protected] • Richard J Reynolds [email protected], 26 [email protected],[email protected],rjr- [email protected];[email protected] 27 • David J Richardson [email protected], [email protected] • Peter J Rudinskas [email protected] 28 • Rod Rummelsburg [email protected], [email protected] • Melanie Scott [email protected] This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE Case 2:13-bk-24363-WB Doc 1059 Filed 09/27/18 Entered 09/27/18 15:07:00 Desc Main Document Page 80 of 80 • Richard A Shaffer [email protected] • Jay M Spillane [email protected], 1 [email protected];[email protected] • Andrew Spitser [email protected], [email protected] 2 • Wayne R Terry [email protected] • United States Trustee (LA) [email protected] 3 • Delilah Vinzon [email protected] • David R. Weinstein [email protected] 4 5 2. SERVED BY UNITED STATES MAIL: On August 28, 2018, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true 6 and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be 7 completed no later than 24 hours after the document is filed. 8 Service information continued on attached page 9 10 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, 11 on August 28, 2018 I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or 12 email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. 13 Served via Attorney Service 14 The Honorable Julie W. Brand U.S. Bankruptcy Court 15 255 E. Temple Street Los Angeles, CA 90012 16 I declare under penalty of perjury under the laws of the United States of America that the foregoing is 17 true and correct. 18 August 28, 2018 Stephanie Reichert /s/ Stephanie Reichert Date Type Name Signature 19 20 21 22 23 24 25 26 27 28 This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE