Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.
) (Exhibit A to Complaint)
Agreement made as of December 4, 1989, between The Allman Brothers Band Recording
Company, a General Partnership, c/o Dann, Boldberg, 3575 Cahuenga Boulevard West, Suite
470, Los Angeles, California 90068 (hereinafter “you”) and CBS Records, a Division of CBS
Records Inc., 51 West 52 Street, New York, New York 10019 (hereinafter “CBS”).
1. TERM
1.01. (a) The term of this agreement will begin on December 7, 1989.
(b) The first Contract Period of the term will end eight (8) months after the
earlier of the dates referred to in sections (1) and (2) below:
(1) the date of completion of the lacquer, copper, or equivalent masters
to be used in manufacturing the disc Phonograph Record units to be made for
distribution in the United States from the last Master Recordings made in
fulfillment of your Recording Commitment for that Contract Period under
paragraph 3.01 below; or
(2) the date 30 days after you give CBS notice that you have
completed the Delivery of those Master Recordings;
but will not end earlier than one year after the date of its commencement.
1.02. You grant CBS separate options to extend that term for additional Contract
Periods (“Option Periods”) on the same terms and conditions. CBS may exercise each of those
options by sending you a notice not later than fifteen (15) days before the expiration date of the
Contract Period which is then in effect (the “current Contract Period”). If CBS exercises such an
option, the Option Period concerned will begin immediately after the end of the current Contract
Period.
2. SERVICES
2.01. During the term of this agreement you will furnish the services of Gregg Allman,
Forrest Richard Betts p/k/a “Dickey Betts”, Johnny Lee Johnson p/k/a “Jaimoe” and Butch
Trucks, collectively p/k/a “THE ALLMAN BROTHERS BAND” (the “Artist”) for the purpose
of making Master Recordings for CBS, you will cause those Recordings to be produced, and you
will Deliver the Recordings to CBS, as provided in this agreement.
2.02. (a) Your obligations will include furnishing the services of the producers of
those Master Recordings, and you will be solely responsible for engaging and paying
them. (Producers whom you engage are sometimes referred to in this agreement by the
capitalized term “Producers.”)
(b) If CBS, instead, engages producers for any of those Master Recordings, or
if the producers of any such Recordings are regularly employed on CBS’ staff or render
their services under contract with CBS, the following terms will apply:
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Comment [csh1]: Note the contracting party;
this is typically called a “loan out” company. See the
ARTIST’S ASSENT AND GUARANTY beginning on
page 50, which obligates the members of the band
to the Agreement.
Comment [csh2]: Defined in § 14.05 as “all
forms of reproductions, now or hereafter known,
manufactured or distributed primarily for home use,
school use, juke box use, or use in means of
transportation, including Records of sound alone
and audiovisual Records.”
Comment [csh3]: Defined in § 14.01 as “every
recording of sound, whether or not coupled with a
visual image, by any method and on any substance
or material, whether now or hereafter known,
which is used or useful in the recording, production
and/or manufacture of Phonograph Records.”
Comment [csh4]: It is standard for the term of a
recording contract to be tied to the delivery of a
“Recording Commitment” (see Sec. 3 herein) rather
than a specific length of time.
Comment [csh5]: It is standard for the record
label to have multiple option terms (each also tied
to a Recording Commitment). Under § 2855 of the
Cal. Labor Code, a personal service contract of more
than seven years cannot be specifically enforced.
Under § 3423 of the Cal. Civil Code, a record
company must pay a guaranteed minimum amount
per year in order to obtain an injunction against the
artist seeking to leave the label while still under
exclusive contract. The minimums are $9,000 in
year 1, $12,000 in year 2, and $15,000 in years 3—7.
The Code also contains a “fail safe” such that if the
agreement doesn’t comply with the other provisions
of the Code, the label can pay the artist 10 times the
annual minimum (e.g., $90,000 in year 1). See Cal.
Code.
Comment [csh6]: Note that “you” here refers to
the loan-out company.
Comment [csh7]: It is common for recording
agreements to require the artist to pay for the
producer out of the production budget.
Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(1) Your royalty account and the production budget for the recording
project concerned will be charged with a Recording Cost item of fifteen thousand
dollars ($15,000) (or one thousand five hundred dollars ($1,500) per Side for a Comment [csh8]: Defined in § 14.15 as “A
Master Recording of a continuous performance of a
project for the recording of less than an Album). If CBS is obligated to pay those particular arrangement or version of a Composition,
producers a higher fixed amount attributable to that project, the charge under this not less than two and one quarter (2 1/4) minutes in
section will be that amount instead. playing time.”
Comment [csh9]: Defined in § 14.14 as “one or
more twelve-inch 33 1/3 rpm Records, or the
(2) Your royalty on Phonograph Records made from those Recordings equivalent, at least thirty-two (32) minutes in
under Article 9 will be reduced by the amount of a royalty of seven and six one- playing time, sold in a single package.”
hundredths percent (7.06%) on Albums under section 9.01(a)(1), adjusted in
proportion to the other royalty rates and royalty adjustments provided for in the
other provisions of Articles 9 and 10. (If a higher royalty is payable to the
producers, the reduction under this section will be the amount of that royalty
instead.)

(This subparagraph (b) will not apply unless you or the Artist has consented to the engagement
of the producer concerned, or the assignment of the staff or contract producer concerned to the
recording project.)

3. RECORDING COMMITMENT

3.01. During each Contract Period you will perform for the recording of Master
Recordings sufficient to constitute one Album, cause those Master Recordings to be produced,
and Deliver them to CBS (the “Minimum Recording Commitment”). Comment [csh10]: Again, each term of the
agreement is tied to the fulfillment of this Minimum
Recording Commitment, defined here as one
3.02. You will fulfill the Minimum Recording Commitment for the initial Contract Album, which is defined above as one 12” record of
Period by June 15, 1990. You will fulfill the Minimum Recording Commitment for each Option at least 32 minutes of playing time.

Period within the first five (5) months of the Period.

3.03. (a) During each Contract Period CBS will have the option to increase the
Recording Commitment for that Period by Master Recordings constituting one additional
Album (“Overcall Recordings”), The Album constituting the Overcall Recordings for the
initial Contract Period only (“First Overcall”) will be “live” Recordings. CBS may
exercise that option by sending you a notice not later than fifteen (15) days before the end
of the Contract Period concerned.

(b) Each time CBS exercises such an option:

(1) you will Deliver the Overcall Recordings to CBS within five (5)
months; and

(2) the current Contract Period will continue for eight (8) months after
whichever of the following dates is the earlier:

(i) The date of completion of the lacquer, copper, or

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

equivalent masters to be used in manufacturing the disc Phonograph

Record units to be made from the Overcall Recordings for distribution in
the United States; or

(ii) The date thirty (30) days after you give CBS notice that
you have completed the Delivery of the Overcall Recordings.

(3) CBS option to extend the term of this agreement for the next
Contract Period under paragraph 1.02 above will be exercisable at any time before
the end of the current Contract Period.

3.04. Each Album (or other group of Master Recordings) Delivered to CBS in
fulfillment of your Recording Commitment will consist entirely of Master Recordings made in
the course of the same Album (or other) recording project, unless CBS consents otherwise. CBS
may withhold that consent in its unrestricted discretion.

4. RECORDING PROCEDURE

4.01. You will follow the procedure set forth below in connection with Master
Recordings made hereunder:

(a) Except as expressly noted otherwise in this agreement, prior to the

commencement of recording in each instance you shall obtain the approval of CBS of the
matters set forth in section (4) and you will consult in good faith with CBS concerning
the matters set forth in sections (1), (2) and (3), before proceeding further:

(1) Selection of Producer; (It is understood that Tom Dowd will be Comment [csh11]: The Allman Brothers had
worked with Dowd since their Idlewild South album
producer of the first Album to be recorded during the initial Contract Period.) in 1970.

(2) Selection of material, including the number of Compositions to be

included in each Album hereunder. (You will not record any Compositions which
CBS deems patently offensive, or which, in the judgment of its attorneys, might
subject it to unfavorable regulatory action, violate any law, infringe the rights of
any Person, or subject it to liability for any reason.) You will include at least three
(3) of the Compositions listed in Schedule A annexed hereto in the First Overcall.
CBS shall have the right to reject any request to record an Album consisting of
more than one twelve-inch 33 1/3 rpm Record. You shall advise CBS of the
Comment [csh12]: This is a pretty limited right
of refusal. Compare to the quoted section of Bob
Marley’s agreements with Island in Fifty-Six Hope
Road Music v. UMG Recordings, 08-civ-6143
(S.D.N.Y.) (“BMW Case”)

content of each medley before it is recorded.
(3) Selection of dates of recording and studios where recording is to
take place, including the cost of recording there.
(4) A proposed budget (which you will submit to CBS sufficiently in
advance of the planned commencement of recording to give CBS a reasonable
time to review and approve or disapprove it at least fourteen (14) days before the
planned commencement of recording). The Recordings constituting the First
Comment [csh13]: Schedule A lists some of the
Allman Bros. classics, including Whipping Post,
Midnight Rider, In Memory of Elizabeth Reed,
Rambling Man, Southbound, Blue Sky, Statesboro
Blues, and Sweet Melissa. The Allman Brothers
would go on to record to live albums “An Evening
with the Allman Brothers Band” First Set and Second
Set, which were released in 1992 and 1995,
respectively.
Comment [csh14]: The Allman Brothers can
decide when and where to record. Again, compare
to BMW Case.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

Overcall will be recorded on an approved budget basis. A budget not exceeding

the amount of the Recording Fund fixed in paragraph 6.02 will be deemed Comment [csh15]: $500,000.
approved.

(b) You shall notify the appropriate Local of the American Federation of
Musicians in advance of each recording session.

(c) You will comply with the following procedures in connection with the
requirements of the U.S. Immigration Law:

(1) Before each recording session:

(i) You will require each background instrumentalist,

background vocalist, and other person to be employed in connection with
the session to complete and sign the EMPLOYEE INFORMATION AND
VERIFICATION (“employee”) section of a U.S. Immigration and
Naturalization Service Employment Eligibility Certificate (Form 1-9),
unless you have already obtained such a Certificate from the person
concerned within the past three years;

(ii) You will complete and sign the EMPLOYER REVIEW

AND VERIFICATION (“employer”) section of each such Certificate; and

(iii) You will attach copies of the documents establishing

identity and employment eligibility which you examine in accordance
with the instructions in the employer section.

If any such person is engaged during a session you will comply with subsections
(i) through (iii) above, with respect to that person, before he renders any services.

(2) You will not permit any such person who fails to complete the
employee section, or to furnish you with the required documentation, to render
any services in connection with Recordings to be made under this agreement.

(3) You will deliver those Certificates and documents to CBS

promptly, and, in no event later than the Delivery of the Recordings concerned.

(4) You will comply with any revised or additional verification and
documentation requirements of which CBS advises you in the future.

(d) As and when required by CBS, you shall allow CBS’ representatives to
attend any or all recording sessions hereunder.

(e) You shall timely supply CBS with all of the information it reasonably
requires in order: (1) to make payments due in connection with such Recordings; (2) to
comply with any other obligations CBS may have in connection with the making of such

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

Master Recordings; and (3) to prepare to release Phonograph Records derived from such
Master Recordings. Without limiting the generality of clause (2) of the preceding
sentence:

(1) You shall furnish CBS with all information it requires to comply
with its obligations under its union agreements, including, without limitation, the
following:

(i) If a session is held to record new tracks intended to be

mixed with existing tracks (and if such information is requested by the
American Federation of Musicians), the dates and places of the prior
sessions at which such existing tracks were made, and the AFM
Phonograph Recording Contract (Form “B”) number(s) covering such
sessions;

(ii) Each change of title of any composition listed in an AFM

Phonograph Recording Contract (Form “B”); and

(iii) A listing of all the musical selections contained in

Recordings Delivered to CBS hereunder; and

(2) You will furnish CBS with all of the immigration control
documentation required by subparagraph 4.01(c) above, at the same time as the
AFM or AFTRA session reports, tax withholding forms, and other documentation
required by CBS in order to make the payments to the session musicians and other
employees concerned, if any.

(f) You shall Deliver to CBS’ A&R Administration Department fully mixed,
edited, and unequalized and equalized Master Recordings (including but not limited to a
final two-track equalized tape copy), commercially satisfactory to CBS for its
manufacture and sale of Phonograph Records, and all original and duplicate Master
Recordings of the material recorded, together with all necessary licenses and permissions, Comment [csh16]: E.g., if Recordings contained
samples.
and all materials required to be furnished by you to CBS for use in the packaging and
marketing of the Records. Each Master Recording will be clearly marked to identify the
Artist as the recording artist, and to show the title(s) of the composition(s) and recording
date(s). CBS shall endeavor to advise you of the omission of any materials required to be
Delivered pursuant to this subparagraph; provided, however, the failure of CBS to so
advise you of any omissions shall not relieve you of any of your Delivery obligations
hereunder.

4.02. No Composition previously recorded by the Artist will be recorded under this
agreement. No “live” Recording (except for the First Overcall), Joint Recording, or Recording
not made in full compliance with this agreement will apply in fulfillment of your Recording
Commitment, nor will CBS be required to make any payments in connection with any such
Recording except any royalties which may become due under this agreement if the Recording is
released by CBS. No Recordings shall be made by unauthorized dubbing.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

4.03. Nothing in this agreement shall obligate CBS to continue or permit the
continuation of any recording session or project, even if previously approved hereunder, if CBS
reasonably anticipates that the Recording Costs will exceed those specified in the approved
budget or that the Recordings being produced will not be satisfactory. Comment [csh17]: This language seems closer
to the BMW Case and gives CBS considerable
control over the recording process.
4.04. The Artist will not be required to perform together with any other royalty artist
without the Artist’s consent. CBS shal1 not be deemed to be unreasonable in rejecting any
request for the Artist to record with another royalty artist.

5. RECOUPABLE AND REIMBURSABLE COSTS

5.01. CBS will pay all union scale payments required to be made to Artist in connection
with Recordings made hereunder, all costs of instrumental, vocal and other personnel specifically
approved by CBS for the recording of such Master Recordings, and all other amounts required to
be paid by CBS pursuant to any applicable law or any collective bargaining agreement between
CBS and any union representing Persons who render services in connection with such Master
Recordings.

5.02. (a) All Recording Costs will constitute Advances. Any Recording Costs in Comment [csh18]: Defined in § 14.24 as “all
amounts representing direct expenses paid or
excess of the Recording Fund fixed in paragraph 6.02 (or, in respect of the First Overcall, incurred by CBS in connection with the production
in excess of the budget approved under section 4.01(a)(4)) or other amount approved in of finished Master Recordings under this
writing by CBS, and all Special Packaging Costs, will be your sole responsibility and will agreement. Recording Costs…”

be paid by you promptly (or reimbursed by you if paid by CBS). Those amounts will also
be recoupable from all moneys becoming payable to you by CBS under this agreement or
otherwise to the extent to which they have not actually been paid or reimbursed as
provided in the preceding sentence, subject to the next sentence. If you Deliver Master
Recordings pursuant to your Recording Commitment hereunder and after such Delivery
CBS incurs expenses in connection with the remixing of such Recordings for Singles or
Twelve-inch Singles in excess of the applicable approved budget, such overage will be
deemed to be an approved budget increase and an Advance hereunder, and paragraph
4.03 will not apply to such overage. Subject to paragraph 14.11, all costs incurred by
CBS in connection with the production of motion pictures containing the Artist’s
performances (audiovisual or otherwise) or the acquisition of rights in such motion
pictures will constitute Advances. Fifty percent (50%) of all direct expenses paid or
incurred by CBS, up to a maximum of $100,000 per Single (e.g., fifty percent (50%) of
$100,000), in connection with independent promotion of recordings of the Artist’s
performances (i.e., promotion by Persons other than regular employees of CBS), will
constitute Advances, provided you have consented to the independent promotion
concerned. Your consent will be deemed given, for purposes of the preceding sentence,
unless you notify CBS otherwise within five (5) business days after CBS’ written request
therefor (or two (2) days if CBS so requests by fax).
Comment [csh19]: Defined in § 14.11 as “a
prepayment of royalties. CBS may recoup Advances
from royalties (but not Mechanical Royalties) to be
paid to or on behalf of you or Artist pursuant to this
or any other agreement, subject to the next
sentence. … “Any other agreement”, in this
paragraph, means any other agreement relating to
the Artist as a recording artist or as a producer of
recordings of the Artist’s own performances, but
not the existing agreements in respect of solo
Recordings by Gregg Allman and Dickey Betts.”
Comment [csh20]: Defined in § 14.25.
Subsection (c) provides for Special Packaging Cost
charge of $0.66 per CD. This is different than the
Container Charge in § 14.07.
Comment [csh21]: Cross-Collateralization

(b) The amounts applicable to any Joint Recording which are payable by you Comment [csh22]: Defined in § 14.16 as “any
Master Recording embodying the Artist’s
or chargeable against your royalties under this paragraph 5.02 will be computed by performance and any performance by another artist
apportionment as provided in paragraph 10.01. with respect to which CBS is obligated to pay
royalties.”

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(c) Payments to the AFM Special Payments Fund and the Music Performance
Trust Fund based upon record sales (so-called “per-record royalties”), will not be
recoupable from your royalties or reimbursable by you.

6. ADDITIONAL ADVANCES; MINIMUM ANNUAL COMPENSATION

6.01. All monies paid by CBS to you or the Artist during the term of this agreement,
except royalties paid pursuant to Articles 9 and 12, will constitute Advances. Each payment Comment [csh23]: Royalties
(except such royalties) made by CBS during that time to anyone else on behalf of you or the Comment [csh24]: Licenses for Musical
Artist will also constitute an Advance if it is made with the consent of you or the Artist, if it is Compositions

required by law, or if it is made by CBS to satisfy an obligation incurred by you or the Artist in
connection with the subject matter of this agreement.

6.02. (a) In connection with each Album recorded pursuant to your Recording
Commitment, CBS will pay you an Advance in the amount by which the applicable sum
indicated below (“Recording Fund”) exceeds the Recording Costs for the Album.

(1) The amount of the Recording Fund for the first Album Delivered
in fulfillment of your Minimum Recording Commitment for the initial Contract
Period will be $500,000. $200,000 of the Advance in respect of the first Album
will be paid promptly following the complete execution of this agreement, and the
balance of that Advance will be paid promptly following your Delivery of the
Master Recordings constituting the first Album.

(2) CBS will pay you an Advance of $100,000 in respect of the First
Overcall (which will constitute part of the budget approved under section
4.01(a)(4)). One-half (1/2) of that Advance will be paid promptly following the
commencement of recording of the First Overcall, and the balance of that
Advance will be paid promptly following your Delivery to CBS of the Master
Recordings constituting the First Overcall.

(3) The amount of the Recording Fund for each Album other than
Albums Delivered during the initial Contract Period will be two-thirds (2/3) of
whichever of the following amounts is less (subject to section 5.02(a)(3) below); Comment [csh25]: It is typical to tie future
Recording Funds to the performance of the
commercial success of the immediately preceding
(i) the amount of the royalties credited to your account on Net Albums.
Sales Through Normal Retail Channels in the United States of the Album,
made under this agreement, released most recently before the Delivery of
the Album concerned, as shown by CBS’ royalty accounting trial balance
(after deductions for reserves against anticipated returns and credits) as of
the end of the month preceding the month in which the Album concerned
is Delivered or required to be Delivered under Article 3 (whichever date is
earlier); or

(ii) the average of the amounts of such royalties on the two

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

such Albums released most recently before the Delivery of the Album
concerned.

For purposes of computing royalties with respect to the calculation set forth in the
preceding provisions of this subparagraph 6.02(a), and only for such purposes, a
reserve, against anticipated returns and credits will not be established for any
Album during any semi-annual accounting period in excess of twenty-five percent
(25%) of the aggregate number of units of the Album shipped to CBS’ customers.

(4) No such Recording Fund will be more than the applicable

maximum or less than the applicable minimum prescribed below: Comment [csh26]: Because The Allman
Brothers are an established band, they were able to
get guarantees, which a new artist would not
Minimum Maximum typically receive.
(i) The first Album Delivered during the $300,000 $600,000
first Option Period:
(iii) The second Album Delivered during $300,000 $700,000
the first Option Period:
(iv) The first Album Delivered during the $300,000 $800,000
second Option Period:
(v) The second Album Delivered during $300,000 $900,000
the second Option Period:

(5) Each Advance prescribed in sections 6.02(a)(3) and (4) will be

paid promptly following your Delivery to CBS of the Master Recordings Comment [csh27]: Note that the “Advance” is
paid AFTER the Delivery for subsequent Albums.
constituting the Album, concerned.

(b) Each such Advance will be reduced by the amount of any anticipated costs
of mastering, remastering or remixing, and the estimated amount of any Recording Costs
incurred but not yet billed to CBS; any such amounts which are deducted but not incurred
will be remitted to you within a reasonable time after your Delivery of the Album
concerned. (There will be no reduction for those anticipated costs deemed an approved
budget increase and an Advance pursuant to the third sentence of subparagraph 5.02(a).)
If any Album recorded during an Option Period is not Delivered within the time
prescribed in Article 3, the Maximum Recording Fund for that Album prescribed in
section 6.02(a)(4) will be reduced to $500,000, and, if the Album concerned is not
Delivered within nine (9) months after the expiration of the time prescribed in Article 3,
the Recording Fund (e.g., the amount determined under sections 6.02(a)(3) and (4)) will
be reduced by seven and one-half percent (7.5%) for each complete month after that nine-
month period during which you fail to Deliver that Album, but will not be reduced below
$300,000.

7. RIGHTS IN RECORDINGS
Comment [csh28]: The “magic” language. But,
see § 19.09, which provides that “In entering into
7.01. Each Master Recording made or furnished to CBS by you or the Artist under this this agreement, and in providing services pursuant
agreement or during its term, from the Inception of Recording, will be considered a work made hereto, you and the Artist have and shall have the
status of independent contractors and nothing
for hire for CBS; if any such Master Recording is determined not to be a work made for hire it herein contained shall contemplate or constitute
you or the Artist as CBS’ agents or employees.”

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

will be deemed transferred to CBS by this agreement, together with all rights in it. All Master
Recordings made or furnished to CBS by you or the Artist under this agreement or during its
term, from the Inception of Recording, and all Matrices and Phonograph Records manufactured
from them, together with the performances embodied on them, shall be the sole property of CBS,
free from any claims by you or any other Person; and CBS shall have the exclusive right to
copyright those Master Recordings in its name as the author and owner of them and to secure
any and all renewals and extensions of such copyright throughout the world. You will execute Comment [csh29]: Because the Recordings are
made as “works made for hire”, CBS records is the
and deliver to CBS such instruments of transfer and other documents regarding the rights of CBS “author” of the sound recordings for the purposes
in the Master Recordings subject to this agreement as CBS may reasonably request to carry out of the Copyright Act.
the purposes of this agreement, and CBS may sign such documents in your name or the name of
the Artist and make appropriate disposition of them.

7.02. Without limiting the generality of the foregoing, CBS and any Person authorized
by CBS shall have the unlimited, exclusive rights, throughout the world: (a) to manufacture Comment [csh30]: Worldwide rights.
Phonograph Records in any form and by any method now or hereafter known, derived from the Comment [csh31]: In any medium.
Easier Recordings made under this agreement or during its term; (b) to sell, transfer or otherwise
deal in the same under any trademarks, trade names and labels, or to refrain from such
manufacture, sale and dealing; and (c) to reproduce, adapt, and otherwise use those Master
Recordings in any medium and in any manner, including but not limited to use in audiovisual
works, without payment of any compensation to you or the Artist except the royalties, if any,
which may be expressly prescribed for the use concerned under Articles 9 and 12 and the union
payments to Artist referred to in paragraph 7.02.

8. MARKETING

8.01. CBS and its Licensees shall have the rights and may grant to others the rights to
use your name, the names, portraits, pictures and likenesses of the Artist and Producer(s) and all
other persons performing services in connection with Master Recordings made under this
agreement (including, without limitation, all professional, group, and other assumed or fictitious
names used by them), and biographical material concerning them, as news or information, for the
purposes of trade, or for advertising purposes, in any manner and in any medium, in connection
with the marketing and exploitation of Phonograph Records and in institutional advertising
(advertising designed to create goodwill and prestige and not for the purpose of selling any
specific product or service). During the term of this agreement neither you nor Artist shall
authorize any Person other than CBS to use the name or likeness of Artist (or any professional,
group, or other assumed or fictitious name used by Artist) in connection with the advertising or
sale of:

(a) Phonograph Records; or

(b) Blank recording tape or tape recording equipment (other than studio tape
recording equipment intended for sale principally to professionals for professional use).

8.02. (a) You and the Artist will cooperate with CBS, at CBS’ cost, as it reasonably
requests, in making photographs and preparing other materials for use in promoting and
publicizing the Artist and the Recordings made under this agreement.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(b) CBS will make available to you for your approval, at its offices in New
York (unless you request by notice that such material be made available at CBS’ Los
Angeles or Nashville offices), any pictures of the Artist or biographical material about the
Artist which it proposes to use for packaging, advertising or publicity in the United States
during the term of this agreement. CBS will not use any such material which you
disapprove in writing, provided you furnish substitute material, satisfactory to CBS in its
reasonable discretion within five (5) business days after that material was made available
to you. This paragraph will not apply to any material previously approved by you or used
by CBS. No inadvertent failure to comply with this paragraph will constitute a breach of
this agreement, and you will not be entitled to injunctive relief to restrain the continuing
use of any material used in contravention of this paragraph.

8.03. During the term of this agreement in respect of Records manufactured for sale in
the United States, CBS will not, without your consent and notwithstanding anything in Article 9:

(a) Initially release any Album consisting of Master Recordings made

pursuant to your Recording Commitment under any Record label other than the Epic
label, or other label then used by CBS for Recordings of performances by CBS’ best
selling pop artists then under exclusive term contract to CBS.

(b) (1) couple Master Recordings made under this agreement with recordings Comment [csh32]: Coupling is compilations.
Note in this case the anti-coupling language is
not embodying your performances on Singles; or (2) so couple such Master Recordings limited to Singles, not Albums.
on any other disc Record, except promotional Records.
Comment [csh33]: Defined in § 14.14(b) as “a
disc Record not more than seven (7) inches in
8.03.1. CBS will not, without your consent, in respect of Records manufactured for sale diameter, or the equivalent in a non-disc
configuration.”
in the United States, use Master Recordings made under this agreement on “Premium Records”.
(A “Premium Record” is a Record, produced for use in promoting the sale of merchandise other
than Phonograph Records, which bears the name of the sponsor for whom the Record is
produced.)

8.04. In preparation for the initial release in the United States of each Album comprised
in the Recording Commitment, the following procedure will be followed:

(a) CBS will consult with the Artist regarding the proposed Album cover
layout and the picture or art to be used on the cover. The proposed Album cover will be
made available to the Artist at CBS’ offices in New York, (unless you request by notice
that such material be made available at CBS’ Los Angeles or Nashville offices) for
review and comment. Unless otherwise provided in this paragraph 8.04, CBS will make
such changes in the artwork as you or the Artist reasonably request.

(b) CBS shall not be required to make any changes which would delay the
release of the Album beyond the scheduled date, unless you have requested those changes
within five (5) business days after CBS made the proposed artwork available, or which
would require CBS to incur costs in excess of the limits referred to in paragraph 14.25.
Any premium charges incurred to meet the release schedule because of delays in

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

approvals by you or the Artist will constitute Advances.

(c) All rights in any artwork or related material furnished by you or at your
request, including copyright and the right to secure copyright, will be CBS’ property
throughout the world and in perpetuity.

(d) All matters relating to CBS’ trademarks or to notices or disclosures

deemed advisable by CBS’ attorneys, and any matter other than the album cover layout
and the picture or art to be used on the cover, will be determined in CBS’ sole discretion.
CBS will not be deemed unreasonable in rejecting any requested change upon the advice
of its attorneys.

8.05. If CBS determines during the term of this agreement to edit or remix any Master
Recording, or resequence any Album, produced under this agreement for release on Phonograph
Records in the United States, it will accord you a period of seven (7) days in which to do that
work at your own expense unless that delay would interfere with a scheduled Release. If you
determine not to do that work and notify CBS, by the end of the seven-day period referred to
above of your request to consult with CBS concerning any resequencing, CBS will undertake to
so consult with you, unless such consultation would interfere with a scheduled release. The
preceding two sentences will not apply to editing or remixing for release on specific
configurations (for example, so-called “twelve-inch” Singles) or to resequencing for the purpose
of equalizing the running time of tracks on Phonograph Records in non-disc configurations. This
paragraph will apply only to the initial release of the Master Recording or Album concerned, and
will not apply to any Recording or Album not Delivered within the time prescribed in Article 3.

8.06. CBS will not release “outtakes” on Phonograph Records without your written
consent. (“Outtakes” are preliminary, unfinished, or alternate versions of Master Recordings
made under this agreement and released on Phonograph Records.)

8.07. CBS will not, without your written consent, license Master Recordings for use in
the United States in radio or television commercials, or in a feature-length motion picture, or any
television program, without your consent; provided you will not be entitled to withhold your
consent for financial reasons (e.g., to obtain payment in a given amount for the use concerned, Comment [csh34]: CBS cannot issue a “Master
Use” license without The Allman Brothers approval,
etc.). but The Allman Brothers can apparently only
disapprove for artistic (not financial) reasons.
8.08. CBS will undertake to consult with you concerning the selection of the A and B
sides of Singles released in the United States in connection with Albums Delivered hereunder.

8.09. Provided you reimburse CBS for all costs incurred in connection with Album
artwork prepared for use in connection with an Album recorded hereunder, you may exploit such
Album artwork on merchandise other than in connection with Phonograph Records (e.g., T-
shirts, etc.), subject to the next sentence. You will consult in good faith with CBS prior to each
such use of Album artwork, and will not make any such use which CBS deems offensive, or
demeaning to CBS or Artist, or which, in the judgment of its attorneys, might subject it to
unfavorable regulatory action, violate any law, infringe the rights of any Person, or subject it to
liability for any reason.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

8.10. In the event any Master Recordings recorded by Artist during the Term of this
agreement are not fully delivered by you and are not comprised in any Album recorded by you
hereunder, CBS will have all rights in those Master Recordings that it possesses hereunder in
connection with fully-Delivered Master Recordings, subject to the next sentence. CBS will not,
without your consent, release any such Master Recording on Phonograph Records in the United
States during the term of this agreement.

8.11. You will have the right to approve one-half (1/2) of the selections to be included
in any so-called “greatest hits” or “best of” Album consisting of Master Recordings recorded
hereunder; provided, any Master Recordings released on Records which were listed in the top 20
singles in the Billboard “Hot 100 Singles” chart, or which were listed in the top 10 selections in
the Billboard “Album Rock Tracks” chart (or the chart corresponding most closely to either of
those charts if they are re-titled or discontinued), will be deemed approved for purposes of this
paragraph and will count against the selections you are entitled to approve. You will not
withhold your approval to the selections in any such Album for financial reasons (e.g., to obtain
payment in a given amount in respect of the Album concerned, etc.).

9. ROYALTIES

9.01. CBS will pay you a royalty computed at the applicable percentage, indicated
below, of the applicable Royalty Base Price in respect of Net Sales of Phonograph Records
(other than audiovisual Records) consisting entirely of Master Recordings recorded under this
agreement and sold by CBS or its Licensees Through Normal Retail Channels (“NRC Net
Sales”):
(a) ON ALBUMS SOLD FOR DISTRIBUTION IN THE UNITED STATES:
(1) 30%.
(2) The royalty rate pursuant to section 9.01(a)(1) will apply to the
first 750,000 units of NRC Net Sales in the United States (“USNRC Net Sales”)
of each Album. The royalty rate will be:
Comment [csh35]: Defined in § 14.06.
Comment [csh36]: Defined in§ 14.08 as
“eighty-five percent (85%) of gross sales, less
returns, credits, and reserves against anticipated
returns and credits.” Note that the reduction from
gross sales is further reduced by returns, credits and
reserves; i.e., the “net” number is net of both. The
concept of “Net Sales” originated back in the day
when sales were primarily vinyl records, some of
which would break during transit.
Comment [csh37]: This is a pretty hefty royalty.
Typical royalties for new artists would be 9% to
12%. (See Krasilovsky @ 19).
Comment [csh38]: An “escalator” clause.

(i) 31%, rather than 30%, on the next 750,000 units of

USNRC Net Sales of each Album,

(ii) 32% on the next 500,000 units of USNRC Net Sales of

each Album, and

(iii) 33% on USNRC Net Sales of each Album in excess of

2,000,000 units.

(b) ON ALBUMS SOLD FOR DISTRIBUTION OUTSIDE THE UNITED

STATES:

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(1) 22.5% on Albums sold for distribution in Canada, the United

Kingdom, West Germany, Belgium, the Netherlands or Luxembourg;

(2) 20% on Albums sold for distribution in Australia, Japan or France;

and

(3) 15% on Albums sold for distribution elsewhere.

(c) ON SINGLES SOLD FOR DISTRIBUTION IN THE UNITED STATES:

20%.

(d) ON SINGLES SOLD FOR DISTRIBUTION OUTSIDE THE UNITED

STATES:

(1) 15% on Singles sold for distribution in Canada, the United

Kingdom, West Germany, Belgium, the Netherlands or Luxembourg;

(2) 13.33% on Singles sold for distribution in Australia, Japan or

France; and

(3) 10% on Singles sold for distribution elsewhere.

If any CBS Licensee accounts to CBS on the basis of less than 100% of Net Sales CBS
will account to you for the Records concerned on the same basis, but not on less than
90% of Net Sales.

9.02. The royalty rate under paragraph 9.01 on Phonograph Records (other than
audiovisual Records) sold through any Club Operation shall be eight percent (8%) and such Comment [csh39]: Defined in § 14.09 as “any
direct sales to consumers conducted by mail-order
royalties shall be computed on the basis of ninety percent (90%) of Net Sales of such Records. or on a membership basis.” These are the old
No royalty shall be payable with respect to (a) Phonograph Records received by members of any Columbia record club, in which records were mailed
such Club Operation in an introductory offer in connection with joining it or upon each month and the customer must either pay for
the record or specifically decline it in advance of
recommending that another join it or as a result of the purchase of a required number of Records mailing (sometimes referred to as negative option
including, without limitation, Records distributed as “bonus” or “free” Records, or (b) billing).
Phonograph Records for which such Club Operation is not paid. Comment [csh40]: Typically, these clubs would
allow you to purchase some number of records for
free or $0.01.
9.02.1 Notwithstanding clause (a), of the last sentence of paragraph 9.02, at least 50% of
all Phonograph Records distributed through any Club Operation during the term of this
agreement will be deemed to have been sold. That computation will be made on a cumulative
basis, and your royalty account adjusted accordingly, each sixth accounting period upon your
request.

9.03. The royalty rate on any Record described in clause (a) or (b) of this sentence will
be one-half (1/2) of the royalty rate that would apply if the Record concerned were sold through
Normal Retail Channels: (a) any catalog Phonograph Record sold by CBS’ special products
operations (hereinafter, “CSP”) to educational institutions or libraries, or to other CSP clients for Comment [csh41]: This is now called “Strategic
Marketing”; e.g., in 2007 Capitol Records made a
their promotion or sales incentive purposes (but not for sale to the general public through normal deal with Victoria's Secret to buy 500,000 to
600,000 copies of the Spice Girls’ greatest hits CD.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)
retail channels); and (b) any non-catalog Phonograph Record created on a custom basis for
clients of CSP. The royalty rate on any Record sold in conjunction with a bona fide and
substantial television advertising campaign, during the calendar semi-annual period in which that
campaign begins or the next such period, will be two-thirds (2/3) of the royalty rate that would
apply if the Record concerned were sold through Normal Retail Channels. The royalty increase
provisions of section 9.01(a)(2) will not apply in computing royalties on any Records described
in the preceding two sentences. The royalty on any Record described in clause (b) will be
computed on the basis of CSP’s actual sales price less all taxes and Container Charges. In respect
of any Master Recording leased by CBS to others for their distribution of Phonograph Records in
the United States, CBS will pay you fifty percent (50%) of CBS’ net receipts from its Licensee.
(“Net receipts”, in the preceding sentence, means receipts as computed after deduction of all
copyright, AFM and other applicable third party payments.) If another artist, a producer, or any
other Person is entitled to royalties on sales of such Records, that payment will be divided among
you in the same ratio as that among your respective basic royalty percentage rates.
9.04. (a) The royalty rate on any Budget Record, any Record bearing a Reissue
Label or any “picture disc” (i.e., a disc phonorecord with artwork reproduced on the
surface of the Record itself) will be one-half (1/2) of the applicable royalty rate
prescribed in paragraph 9.01. The royalty rate on any Record sold for distribution through
military exchange channels will be three-quarters (3/4) of the applicable royalty rate
prescribed in paragraph 9.01. The royalty rate on any Mid-price Record will be two-
thirds (2/3) of the applicable royalty rate prescribed in paragraph 9.01. (The preceding
two sentences will not apply to a Budget Record sold within eighteen (18) months, or a
Mid-price Record sold within twelve (12) months, after the initial release of the Master
Recordings concerned on Phonograph Records in the United States.) The royalty rate on
any Record which is not an Album or a Single (for example, a twelve-inch “dance
single”) will be one half (1/2) of the applicable Album royalty rate prescribed in
paragraph 9.01.
(b) (1) The royalty rate on any Audiophile Record (other than digital
compact discs and so-called digital audio tape Records) will be one-half (1/2) of
the rate which would otherwise be applicable under this agreement.
(2) The royalty rate on any digital compact disc or digital audio tape
Record will be eighty percent (80%) of the rate which would otherwise be
applicable under this agreement.
(c) The royalty rate on a Multiple Record Set will be one-half of the
applicable Album royalty rate prescribed in paragraph 9.01, if the Royalty Base Price of
that Set is the same as the Royalty Base Price applicable to the top-line single-disc
Albums marketed by CBS or its principal Licensee in the territory where the Set is sold at
the beginning of the royalty accounting period concerned. If a different Royalty Base
Price applies to a Multiple Record Set, the royalty rate prescribed in the preceding
sentence will be adjusted in proportion to the variance in the Royalty Base Price (but will
not be more than the applicable Album royalty rate prescribed in paragraph 9.01). For the
purpose of those computations, “top-line” Albums will not include Audiophile Records.
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Comment [csh42]: Compilation CD.
Comment [csh43]: Infomercial-type sales.
Comment [csh44]: This is the language at issue
in the lawsuit.
Comment [csh45]: Defined in § 14.21 as “A
Record, whether or not previously released, bearing
a Gross Royalty Base more than thirty percent (30%)
lower than the Gross Royalty Base applicable to the
Top Line Records in the same configuration …
released by CBS or its Licensees in the territory
concerned. A “Top Line” Record release is one
bearing the same Gross Royalty Base as the majority
(or plurality) of the Record releases (other than CBS
Masterworks releases) in the same configuration
then in initial release in CBS’ active catalog.
Comment [csh46]: Defined in § 14.20 as “A
label, such as the Harmony or Odyssey label, used
primarily for reissues of recordings released
previously.
Comment [csh47]: Defined in § 14.21.1 as “A
Record, whether or not previously released, bearing
a Gross Royalty Base at least twenty percent (20%),
but not more than thirty percent (30%), lower than
the Gross Royalty Base applicable to the Top Line
Standard Records (defined in paragraph 14.21) in
the same configuration.”
Comment [csh48]: Defined in § 14.26 as
“Records (other than audiovisual Records) marketed
in specially priced catalog series by reason of their
superior sound quality or other distinctive technical
or artistic characteristics. (All Records made for
digital playback are Audiophile Records.)”
Comment [csh49]: The so-called “CD discount.”
Royalty rates were initially lower on CDs because of
the higher manufacturing costs.
Comment [csh50]: Defined in § 14.22 as “An
Album containing two (2) or more 12-inch 33 l/3rpm
Records packaged as a single unit or the equivalent
in playing time in other configurations.”
a/k/a Box Sets.
Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

That adjustment of the royalty rate will be made by using the following formula;

(X divided by Y) multiplied by Z = adjusted royalty rate

(subject to the parenthetical limit in the second sentence of this subparagraph).

(“X” represents the Royalty Base Price for the Multiple Record Set concerned; “Y”
represents the Royalty Base Price for a top-line single-disc Album described in the first
sentence of this subparagraph (c), multiplied by the number of disc Records in the
Multiple Record Set concerned; and “Z” equals the otherwise applicable royalty rate.)

(d) The royalty increase provisions of section 9.01(a)(2) will not apply in
computing royalties on any Records (other than Audiophile Records) described in this
paragraph 9.04.

9.05. In respect of Phonograph Records derived from Master Recordings furnished by

CBS’ Licensees to others for their manufacture and distribution of Records outside the United
States, CBS will pay you 50% of the net receipts derived from those transactions by CBS after
deduction of all applicable third party payments (which payments will be apportioned as
provided in the last sentence of paragraph 9.03 if another artist, a producer, or any other Person
is entitled to royalties in respect of such Records), but not in excess of the amount of the
royalties which would be payable to you for those Records under subparagraph 9.01(b) if they
were manufactured and distributed by CBS or its Licensees.

9.06. CBS will pay you royalties as follows in connection with the following uses of
Covered Videos: Comment [csh51]: Defined in § 14.27 as “An
audiovisual work owned or controlled by CBS and
containing one or more Master Recordings subject
(a) CBS will pay you a royalty computed and adjusted in accordance with this to this Agreement.”
Article 9, but at the following percentage rates instead of those specified in paragraphs
9.01 and 9.02, on Net Sales of audiovisual Phonograph Records which contain Covered
Videos and are manufactured and distributed by CBS Records Inc. in the United States or
by components of CBS Records International (“CRI”, below) elsewhere:

(1) ON UNITS DISTRIBUTED IN THE UNITED STATES

THROUGH CHANNELS OTHER THAN CLUB OPERATIONS: seventeen
percent (17%) on videodisc units and fifteen percent (15%) on videocassettes and
all other audiovisual Records.

(2) ON UNITS DISTRIBUTED OUTSIDE THE UNITED STATES

THROUGH CHANNELS OTHER THAN CLUB OPERATIONS: twelve percent
(12%) or- videodisc units and ten percent (10%) on videocassettes and all other
audiovisual Records.

(3) ON UNITS DISTRIBUTED THROUGH CLUB OPERATIONS:

The lower of: (i) fifty percent (0%) of the applicable rate prescribed in section
9.06(a)(1) or section 9.06(a)(2); or (ii) ten percent (10%) of the Club Operation’s
selling price.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

For the purposes of this paragraph: (A) Audiovisual records manufactured by CBS
Records Inc. or components of CRI include only Records which are manufactured for the
account of CBS Records Inc. or the component concerned; they do not include Records
which are manufactured for the account of anyone else, even though they may be
manufactured under rights derived from CBS Records Inc. or a component of CRI or
distributed by CBS Records Inc. or a component of CRI; and (B) a “component” of CRI
means a wholly or partly owned subsidiary or affiliate of CBS Inc., of CBS Records Inc.,
of Sony Corporation, or of any of their subsidiaries, or a joint venture in which any of
them or their subsidiaries participates, which is the principal licensee of CBS Records
Inc. for the distribution of Phonograph Records, other than audiovisual Records, in a
particular territory.

(b) (1) (i) CBS will pay you a royalty as provided in this
subparagraph 9.06(b) (the “Net Receipts Royalty”, below) on all uses of a
Covered Video which produce revenues directly for CBS Records, except
the uses described in subparagraph 9.06(a).

(ii) The Net Receipts Royalty will be the amount equal to fifty
percent (50%) of CBS’ Net Receipts (defined below).

(iii) The uses on which the Net Receipts Royalty will be

payable include, without limitation, uses on audiovisual Records
manufactured for distribution by divisions and components of CBS
Records Inc. or Sony Corporation, or ventures in which they participate,
other than those specified in the first sentence of subparagraph 9.06(a).

(2) “Gross Receipts”, in this subparagraph 9.06(b), means all moneys

actually earned and received by CBS Records directly from the exploitation of
Covered Videos described in subsection 9.06(b)(1)(i). “Net Receipts” means
Gross Receipts, after deduction and recoupment by CBS of all expenses, taxes,
and adjustments incurred in connection with the production of Covered Videos or
the acquisition of rights in them, the exploitation of Covered Videos described in
subsection 9.06(b)(1)(i), or the collection and receipt of those Gross Receipts in
the United States, and a distribution fee equal to twenty percent (20%) of those
Gross Receipts. Any item of expenses which is actually recouped from Gross
Receipts under this section will not be chargeable against royalties under
paragraph 5.02. If any item of revenue or expenses is attributable to a Covered
Video and to other audiovisual works, the amount of that item includible in Gross
Receipts or deductible in computing Net Receipts will be determined by
apportionment.

(3) If a use of a Covered Video on which a Net Receipts Royalty is

payable under section 9.06(b)(1) is made by another division or component of
CBS Records Inc. or by a CBS or Sony joint venture, CBS Records’ discretion in
negotiating the amount of the compensation (if any) to be paid or credited to CBS

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

Records for that use and included in Gross Receipts will be conclusive, provided
that amount is fair and reasonable under the circumstances. (The preceding
sentence will apply whether or not the user derives revenues from the use, and the
user’s revenues will not be deemed Gross Receipts.) Any such amount will be
deemed fair and reasonable if it is comparable to compensation then being
negotiated by CBS for comparable uses, or if CBS notifies you that it proposes to
agree to the amount concerned and you do not notify CBS of your objection
within five (5) business days. If you make any such objection you will also notify
CBS of your reasons for it and will negotiate with CBS in good faith to resolve
the difference if CBS so requests.

(c) The following amounts will be charged in reduction of all royalties

payable or becoming payable to you in connection with Covered Videos under this
paragraph 9.06:

(1) All royalties and other compensation which may become payable
to any Person, notwithstanding paragraphs 12.02 and 12.03, for the right to make
any uses of copyrighted musical compositions in Covered Videos; and

(2) All payments to record producers or other Persons which are

measured by uses of Covered Videos or proceeds from those uses, whether such
payments are to be computed as royalties on sales, as participations in revenues,
or in any other manner. (The amounts chargeable under the preceding sentence
will not include non-contingent advances, but will include payments — including
payments in fixed amounts — which accrue by reason that such sales, revenues,
or other bases for computation attain particular levels.)

9.07. If CBS authorizes the use of any Master Recording made under this agreement in
a feature-length theatrical or television motion picture or television program other than a
Covered Video, it will credit your royalty account with the amount equal to 50% of its net
receipts attributable directly to that use, unless it requires the user to obtain your written consent
as a condition of the authorization. “Net receipts”, in the preceding sentence, means gross
receipts as computed after deduction of all payments required to be made by CBS to others in
connection with those uses (for example, re-use payments under CBS’ agreements with the
American Federation of Musicians). If another recording artist, a producer, or any other Person is
entitled to royalties on sales of Phonograph Records derived from any such Master Recording,
the amount to be credited under this paragraph will be apportioned in the same ratio as that
among your respective basic royalty percentages. If any item of such receipts is attributable to
Master Recordings made under this agreement and other Master Recordings, the amount of that
item includible in gross receipts under this paragraph will be computed by apportionment on the
basis of the number of Master Recordings involved.

10. MISCELLANEOUS ROYALTY PROVISIONS

Notwithstanding anything to the contrary contained in Article 9:

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

10.01. In respect of Joint Recordings, the royalty rate to be used in determining the
royalties payable to you shall be computed by multiplying the royalty rate otherwise applicable
thereto by a fraction, the numerator of which shall be one and the denominator of which shall be
the total number of royalty artists whose performances are embodied on a Joint Recording.

10.02. The royalty rate on a Phonograph Record embodying Master Recordings made
hereunder together with other Master Recordings will be computed by multiplying the royalty
rate otherwise applicable by a fraction, the numerator of which is the number of Sides
embodying Master Recordings made hereunder and the denominator of which is the total number
of Sides contained on such Record. The royalty rate on an audiovisual Record containing a
Covered Video and other audiovisual works will be determined by apportionment based on
actual playing time on the Record concerned.

10.03. No royalties shall be payable to you in respect of Phonograph Records sold or

distributed by CBS or its Licensees for promotional purposes, as surplus, overstock, or scrap, as
cutouts after the listing of such Records has been deleted from the catalog of CBS or the
particular Licensee, as “free,” “no charge” or “bonus” Records (whether or not intended for
resale), to CBS employees and their relatives, or to radio stations. No royalties will be payable to
you on “sampler” Records intended for free distribution to automobile purchasers and containing
Recordings of not more than two (2) Compositions made under this agreement.

10.04. If legislation requiring the payment of copyright royalties for the public
performance of Phonograph Records is enacted in the United States and CBS receives such
royalties with respect to Master Recordings produced under this agreement, and neither you nor
the Artist receives or waives any similar payment from anyone other than CBS, then CBS will
credit your royalty account with that portion of such royalties as required by CBS’ collective
bargaining agreement with the American Federation of Musicians or the American Federation of
Television and Radio Artists, whichever is applicable. In respect of Joint Recordings, that Comment [csh52]: Interesting to see that the
public performance right in sound recordings was
portion will be determined as provided in paragraph 10.01, unless a different method of on The Allman Brothers’ mind even back in 1989.
apportionment is required under the applicable collective bargaining agreement. If no such
agreement applies, CBS will negotiate with you in good faith regarding the sharing of any such
royalties with you.

10.05. If Top Line Albums distributed as “free” or “no-charge” which are intended for
resale Through Normal Retail Channels in the United States exceed 25% of the total number of
Albums distributed under this agreement, CBS will pay you your normal royalty on the excess.

11. ROYALTY ACCOUNTINGS

11.01. CBS will compute your royalties as of each June 30th and December 31st for the
prior six (6) months, in respect of each such six-month period in which there are sales or returns
of Records or any other transactions on which royalties are payable to you. On the next
September 30th or March 31st CBS will send you a statement covering those royalties and will
pay you any royalties which are due after deducting unrecouped Advances. CBS will not act
unreasonably in maintaining royalty reserves against anticipated returns and credits or
anticipated payments referred to in subparagraph 9.06(c). Each royalty reserve will be liquidated

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

not later than the end of the fourth semi-annual accounting period following the accounting
period during which it is established. If CBS makes any overpayment to you, you will reimburse
CBS for it; CBS may also deduct it from any payments due or becoming due to you. If CBS pays
you any royalties on Records which are returned later, those royalties, will be considered
overpayments.

11.02. Sales of Records for distribution outside the United States are called “foreign
sales” below. CBS will compute your royalties for any foreign sale in the same national currency
in which CBS’s Licensee pays CBS for that sale, and CBS will credit those royalties to your
account at the same rate of exchange at which the Licensee pays CBS (or credits CBS’ account
in recoupment of a prior advance to CBS). For purposes of accounting to you, CBS will treat any
foreign sale as a sale made during the same six-month period in which CBS receives its
Licensee’s accounting and payment for that sale. If any CBS Licensee deducts any taxes from its
payments to CBS, CBS may deduct a proportionate amount of those taxes from your royalties. If
any law, any government ruling, or any other restriction affects the amount of the payments
which a CBS Licensee can remit to CBS, CBS may deduct from your royalties an amount
proportionate to the reduction in the Licensee’s remittances to CBS. If CBS cannot collect
payment for a foreign sale in the United States in U.S. Dollars it will not be required to account
to you for that sale, except as provided in the next sentence. CBS will, at your request and at
your expense, deduct from the moneys so blocked and deposit in a foreign depository the
equivalent in local currency of the royalties which would be payable to you on the foreign sales
concerned, to the extent such moneys are available for that purpose, and only to the extent to
which your royalty account is then in a fully recouped position. All such deposits will constitute
royalty payments to you for accounting purposes.

11.03. CBS will maintain books and records which report the sales of Phonograph
Records and any other transactions on which royalties are payable to you. You may, at your own
expense, examine those books and records, as provided in this paragraph only. You may make
those examinations only for the purpose of verifying the accuracy of the statements sent to you
under paragraph 11.01. You may make such an examination for a particular statement only once,
and only within two years after the date when CBS sends you that statement. (CBS will be
deemed conclusively to have sent you each statement on the date prescribed in paragraph 11.01
unless you notify CBS otherwise, with respect to any statement, within sixty (60) days after that
date.) You may make those examinations only during CBS’s usual business hours, and at the
place where it keeps the books and records to be examined. If you wish to make an examination
you will be required to notify CBS at least thirty (30) days before the date when you plan to
begin it. CBS may postpone the commencement of your examination by notice given to you not
later than ten (10) business days before the commencement date specified in your notice; if it
does so, the running of the time within which the examination may be made will be suspended
during the postponement. If your examination has not been completed within two months from
the time you begin it, CBS may require you to terminate it on seven (7) days’ notice to you at
any time; CBS will not be required to permit you to continue the examination after the end of
that seven-day period, You will not be entitled to examine any manufacturing records or any
other records that do not specifically report sales or other distributions of Phonograph Records or
other transactions on which royalties are payable to you. You may appoint a certified public
accountant to make such an examination for you, but not if he or his firm has begun an

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

examination of CBS’ books and records for any Person except you unless the examination has
been concluded and any applicable audit issues have been resolved.

11.03.1. Notwithstanding the last sentence of paragraph 11.03, if CBS notifies you that
the representative designated by you to conduct an examination of CBS’ books and records
under paragraph 11.03 is engaged in an examination on behalf of another Person (“Other
Examination”), you may nevertheless have your examination conducted by your designee, and
the running of the time within which such examination may be made shall be suspended until
your designee has completed the Other Examination, subject to the following conditions:

(a) You shall notify CBS of your election to that effect within 15 days after
the date of CBS’ said notice to you;

(b) Your designee shall proceed in a reasonably continuous and expeditious

manner to complete the Other Examination and render the final report thereon to the
client and CBS; and

(c) Your examination shall not be commenced by your designee before the
delivery to CBS of the final report on the Other Examination, shall be commenced within
sixty (60) days thereafter, and shall be conducted in a reasonably continuous manner.

(The preceding provisions of this paragraph 11.03.1 will not apply if CBS elects to waive the
provisions of the last sentence of paragraph 11.03 which require that your representative shall
not be engaged in any Other Examination.)

11.04. If you have any objections to a royalty statement, you will give CBS specific
notice of that objection and your reasons for it within two years after the date when CBS sends
you that statement. (CBS will be deemed conclusively to have sent you each statement on the Comment [csh53]: Objections to royalty
accounting, if not timely made, are waived.
date prescribed in paragraph 11.01 unless you notify CBS otherwise, with respect to any
statement, within sixty (60) days after that date.) Each royalty statement will become
conclusively binding on you at the end of that two-year period, and you will no longer have any
right to make any other objections to it. You will not have the right to sue CBS in connection
with any royalty accounting, or to sue CBS for royalties on Records sold or Net Receipts derived
by CBS during the period a royalty accounting covers, unless you commence the suit within six
(6) months after the end of that two-year period. If you commence suit on any controversy or
claim concerning royalty accountings rendered to you under this agreement, the scope of the
proceeding will be limited to determination of the amount of the royalties due for the accounting
periods concerned, and the court will have no authority to consider any other issues or award any
relief except recovery of any royalties found owing. Your recovery of any such royalties will be
the sole remedy available to you or the Artist by reason of any claim related to CBS’ royalty
accountings. Without limiting the generality of the preceding sentence, neither you nor the Artist
will have any right to seek termination of this agreement or avoid the performance of your
obligations under it by reason of any such claim. The preceding three sentences will not apply to
any item in a royalty accounting if you establish that the item was fraudulently misstated.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

12. LICENSES FOR MUSICAL COMPOSITIONS

12.01. (a) (1) You grant to CBS an irrevocable license, under copyright, to
reproduce each Controlled Composition on Phonograph Records other than
audiovisual Records, and to distribute them in the United States and Canada.
(2) For that license, CBS will pay Mechanical Royalties, on the basis
of Net Sales, at the following rates:
(i) On Records sold for distribution in the United States: The
rate equal to seventy-five percent (75%) of the compulsory license rate
Comment [csh54]: Defined in § 14.13 as “a
Composition wholly or partly written, owned or
controlled by you, the Artist, a Producer, or any
Person in which you, the Artist, or a Producer has a
direct or indirect interest.” Note how broad this is;
it captures not only works written by The Allman
Brothers, but also any producer or any producer in
which the band has an ‘indirect’ interest.
Comment [csh55]: Doesn’t cover
synchronization licenses.

applicable to the use of musical compositions on phonorecords under the
United States copyright law on whichever of the following dates is the
earlier:
Comment [csh56]: Defined in § 14.23 as
“Royalties payable to any Person for the right to
reproduce and distribute copyrighted musical
compositions on Phonograph Records other than
audiovisual Records.”

(A) The date of Delivery of all Master Recordings Comment [csh57]: Note that the Mechanical
Royalties are also subject to the Net Sales reduction;
comprised in the Album project (or other recording project) i.e., 85%.
concerned; or Comment [csh58]: It is common for the
royalties paid on Controlled Compositions to be
(B) One (1) year following the date of expiration of the some percentage less than the § 115 compulsory
royalty rate. Note that the combination of “Net
time within which the Recording concerned is required to be Sales” and the “Controlled Compositions” clause
Delivered under Article 3. means that the Mechanical Royalties are actually
only 63.75% [(1 * .85) * .75].

(ii) On Records sold for distribution in Canada: The rate
prescribed in subsection (i) above or the rate equal to seventy-five percent
(75%) of the lowest Mechanical Royalty rate prevailing in Canada on a
general basis with respect the use of musical Compositions on Standard
Records, whichever is lower, but not less than 2¢ (Canadian) in any event.
Comment [csh59]: Because the compulsory
license rate increases periodically, recording
contracts typically try to set the rate on as early a
date as possible.

The Mechanical Royalty on any Record described in subparagraph 9.04(a) or

subparagraph 9.04(c), or any Record sold through a Club Operation will be three-
fourths (3/4) of the amount fixed above. If the Composition is an arranged version
of a public domain work, the Mechanical Royalty on it will be half of the amount
fixed in clause (i) or clause (ii) above, unless a different rate applies under section
12.01(a)(3) below. No Mechanical Royalties will be payable for any Records
described in paragraph 10.03.

(3) If ASCAP or BMI accords regular performance credit for any

Controlled Composition which is an arranged version of a public domain work,
the Mechanical Royalty rate on that Composition will be apportioned according to
the same ratio used by ASCAP or BMI in determining the performance credit.
CBS will not be required to pay you at that rate unless you furnish it with
satisfactory evidence of that ratio.

(b) (l) The total Mechanical Royalty for all Compositions on any Album,
including Controlled Compositions, will be limited to ten (10) times the amount

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

which would be payable on it under section 12.01(a)(2) if it contained only one

Controlled Composition, subject, in the United States, to the minimum Statutory Comment [csh60]: It is typical to “cap” the total
Mechanical Royalties due for Controlled
Rate. (The minimum Statutory Rate in the United States is currently five and Compositions. In this case, if an Album had 15
seven-tenths cents ($.057) per Composition.) The total Mechanical Royalty on songs, each of which was a sound recording of a
any Single will be limited to twice that amount. The total Mechanical Royalty on Controlled Composition, CBS would only pay
royalties “as if” the Album had 10 songs on it.
any Extended Play Record will be five (5) times that amount. The total
Comment [csh61]: The Statutory Rate is
Mechanical Royalty on any Record which is not an Album, a Single or an currently $0.091.
Extended Play Record will be limited to three (3) times that amount.

(2) The maximum Mechanical Royalty under this subparagraph (b) on

a Multiple Record Set will be the same amount prescribed in section 12.01(b)(1),
if the Royalty Base Price of that Set is the same as the Royalty Base Price
applicable to the top-line single-disc Albums marketed by CBS or its principal
Licensee in the territory concerned at the beginning of the royalty accounting
period concerned. If a different Royalty Base Price applies to a Multiple Record
Set, the maximum Mechanical Royalty will be adjusted in proportion to the
variance in the Royalty Base Price (but will not be more than twice the maximum
royalty prescribed in section 12.01(b)(1)). For the purpose of those computations,
“top-line” Albums will not include Audiophile Records. That adjustment of the
maximum Mechanical Royalty will be made by using the following formula:

(X divided by Y) multiplied by Z = adjusted Mechanical Royalty

(subject to the parenthetical limit in the second sentence of this section (2).)

(“X” represents the Royalty Base Price for the Multiple Record Set concerned; “Y” represents
the Royalty Base Price for a top-line single-disc Album described in the first sentence of this
section (2); and “Z” equals the maximum Mechanical Royalty otherwise applicable under section
12.01(b)(1).)

(c) CBS will compute Mechanical Royalties on Controlled Compositions as

of the end of each calendar quarter-annual period in which there are sales or returns of
Records on which Mechanical Royalties are payable to you. On the next May 15th,
August 15th, November 15th, or February 15th, CBS will send a statement covering
those royalties and will pay any net royalties which are due. Mechanical Royalty reserves
maintained by CBS against anticipated returns and credits will not be held for an
unreasonable period of time; retention of a reserve for two (2) years after it is established
will not be considered unreasonable in any case. Mechanical royalty reserves will not be
established in accordance with practices less favorable to you than those used generally
by CBS for the purposes of its accountings to music publishers represented by the Harry
Fox Agency. If CBS makes any overpayment of Mechanical Royalties to any Person you
will reimburse CBS for it; CBS may also recoup it from any payments due or becoming
due to you. If CBS pays any Mechanical Royalties on Records which are returned later,
those royalties will be considered overpayments. If the total amount of the Mechanical
Royalties which CBS pays on any Record consisting of Master Recordings made under
this agreement (including Mechanical Royalties for compositions which are not

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

Controlled Compositions) is higher than the limit fixed for that Record under
subparagraph 12.01(b), that excess amount will be considered an overpayment also.
Paragraphs 11.03, 11.03.1 and 11.04 will apply to Mechanical Royalty accountings.

12.02. You also grant to CBS an irrevocable license under copyright to reproduce each
Controlled Composition in Covered videos, to reproduce those Videos, distribute them, and
perform them in any manner (including, without limitation, publicly and for profit), to
manufacture and distribute audiovisual Records and other copies of them, and to exploit them
otherwise, by any method and in any form known now or in the future, throughout the world, and
to authorize others to do so. CBS will not be required to make any payment in connection with
those uses, and that license will apply whether or not CBS receives any payment in connection
with any use of any Covered Video.

12.03. (a) If any Recordings made under this agreement contain copyrighted
Compositions which are not Controlled Compositions you will use your best efforts to
obtain licenses covering those Compositions for CBS’ benefit on the same terms as those
which apply to Controlled Compositions under this Article 12. In all events you will
obtain licenses covering them for the United States providing for royalties at the
minimum rate applicable to the use of musical compositions on phonorecords under the
United States copyright law, and licenses for them for Canada providing for royalties at
the lowest rates prevailing in Canada on a general basis with respect to the use of musical
compositions on Standard Records, and otherwise on terms not less favorable to CBS in
any respect than those prescribed in the form attached as Exhibit “A”; and section
12.01(b) will continue to apply.

(b) You will cause the issuance of effective licenses, under copyright and
otherwise, to reproduce each Controlled Composition on Phonograph Records and
distribute those Records outside the United States and Canada, on terms not less
favorable to CBS or its Licensees than the terms most favorable to Phonograph Record
manufacturers prevailing on a general basis in the country concerned with respect to the
use of musical compositions on Standard Records.

12.04. You warrant and represent that the “Schedule of Publishers” appended to this
agreement is a complete list of the music publishers in which you or the Artist has a direct or
indirect interest. You will notify CBS promptly of each additional music publisher in which you
or the Artist acquire any such interest and of every other change required to keep the list
currently accurate.

12.05. Neither you nor the Artist, nor any Person deriving rights from you or the Artist,
will authorize the use of any Controlled Composition, which is initially recorded or released on
Phonograph Records hereunder, in a radio or television commercial or any other advertising or
promotional matter, unless you first require the Person authorized to make the use concerned to Comment [csh62]: Remember § 114 (“The
agree in writing, for CBS’ benefit, that the use will not involve a “sound-alike” recording exclusive rights of the owner of copyright in a sound
recording under clauses (1) and (2) of section 106
resembling a performance of that Composition recorded by the Artist before or after the date of do not extend to the making or duplication of
authorization. Notwithstanding the foregoing, you may record Compositions released on another sound recording that consists entirely of an
independent fixation of other sounds, even though
Phonograph Records prior to the date of this agreement, provided the use concerned is not a such sounds imitate or simulate those in the
copyrighted sound recording.”

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

“sound-alike” recording resembling a Recording released by CBS, for use in commercials during
or after the term of this agreement. (A “sound-alike” recording is a different recording which
imitates or simulates the recording concerned by using a substantially similar musical
arrangement or otherwise.) If you or the Artist, or any Person deriving rights from either you or
the Artist, shall determine to grant any rights in any Controlled Composition to any music
publisher or any other Person or to authorize the use of any music or lyrics written by you or the
Artist in a Composition together with material written by anyone else, or if you or the Artist shall
determine to collaborate with any other Person in the authorship of any Composition, you will
first require the other parties to the transaction or collaboration concerned to enter into a written
agreement, for CBS’ benefit, requiring compliance with this paragraph. You will furnish CBS
with a copy of each agreement required by this paragraph.

13. WARRANTIES; REPRESENTATIONS; RESTRICTIONS; INDEMNITIES

13.01. You warrant and represent:

(a) You have the right and power to enter into and fully perform this
agreement.

(b) CBS shall not be required to make any payments of any nature for, or in
connection with, the acquisition, exercise or exploitation of rights by CBS pursuant to
this agreement except as specifically provided in this agreement.

(c) The Artist is or will become and will remain, to the extent necessary to
enable the performance of this agreement, a member in good standing of all labor unions
or guilds, membership in which may be lawfully required for the performance of Artist’s
services hereunder.

(d) No Materials, as hereinafter defined, or any use thereof, will violate any
law or infringe upon or violate the rights of any Person. “Materials,” as used in this
Article, means: (1) the Master Recordings made under this agreement, (2) all Controlled
Compositions, (3) each name used by the Artist, individually or as a group, in connection
with Recordings made hereunder, and (4) all other musical, dramatic, artistic and literary
materials, ideas, and other intellectual properties, furnished or selected by you, the Artist
or any Producer and contained in or used in connection with any Recordings made
hereunder or their packaging, sale, distribution, advertising, publicizing or other
exploitation.

(e) No Person other than CBS has any right to use any existing Master Recordings of
the Artist’s performances for making, promoting, or marketing Phonograph Records, except
Phonograph Records recorded prior to the date hereof for Polygram, Atlantic, Capricorn, Warner
Brothers or Arista,

13.02. (a) During the term of this agreement:

(1) Neither you nor the Artist will enter into any agreement which

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

would interfere with the full and prompt performance of your obligations
hereunder, and you will fully and promptly perform your obligations to the Artist;

(2) No Person other-than CBS will be authorized to use any existing

Master Recordings of the Artist’s performances which are recorded during, or
which are not currently owned by a record company other than CBS and have not
been released prior to, the term of this agreement for making, promoting, or
marketing Phonograph Records; and

(3) Subject to paragraphs 13.02.1 and 13.02.2, the Artist will not
perform or render any services, as a performing artist, a producer, or otherwise,
for the purpose of making, promoting, or marketing Master Recordings or
Phonograph Records for any Person except CBS. Comment [csh63]: Not surprisingly, the
Agreement is exclusive.

(b) (1) A “restricted Composition”, for the purposes of this paragraph, is a

Composition which shall have been recorded by the Artist for a Master Recording
made or delivered to CBS under this agreement.

(2) Neither you nor the Artist will authorize or knowingly permit the
Artist’s performance of any restricted Composition or any adaptation of a
restricted Composition to be recorded for any Person except CBS for the purpose
of making Master Recordings or Phonograph Records, or for any other purpose
(including, without limitation, radio or television commercials), at any time
before the later of the following dates: (i) the date five (5) years after the date of
Delivery to CBS of all the Master Recordings made in the course of the same
Album (or other) recording project as the Recording of the restricted Composition
concerned, or (ii) the date two (2) years after the expiration of the term of this
agreement, subject to the next sentence. The restriction set forth in this Comment [csh64]: This type of re-recording
restriction is common in recording contracts.
subparagraph 13.02(b) will not preclude you or Artist from recording a restricted
Composition which was released on Phonograph Records prior to the date of this
agreement, at any time after the expiration of the term, (A) on so-called “live”
Recordings if the Composition concerned was recorded hereunder only in
“studio” Recordings; (B) on studio Recordings if the Composition concerned was
recorded hereunder only in “live” Recordings; and (C) for use in commercials,
subject to paragraph 12.05.

(c) Neither you nor the Artist shall authorize or knowingly permit the Artist’s
performances to be recorded for any purpose without an express written agreement with
the Person for whom the recording is to be made, for CBS’ benefit, prohibiting the use of
such recording for making, promoting, or marketing Master Recordings or Phonograph
Records in violation of the restrictions prescribed in subparagraphs 13.02(a) and
13.02(b). You will furnish CBS with a fully executed counterpart of each such agreement
promptly after its execution.

13.02.1 Any member of the Artist may perform as a background musician (“sideman”) Comment [csh65]: It is typical to restrict the
artist’s ability to perform on other artists records.
accompanying a featured artist for the purpose of making Phonograph Records for others, subject

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

to all restrictions set forth below in respect of Gregg Allman and Dickey Betts, and subject only
to the restrictions set forth in subparagraph 13.02.1(c), and section 13.02.1(b)(2) in respect of
Butch Trucks and Johnny Lee Johnson, provided:

(a) You have then fulfilled all of your material obligations under this
agreement, and the engagement does not interfere with the continuing prompt
performance of your obligations to CBS;

(b) (1) The member will not render a solo or “step-out” performance in
excess of a total of fifteen (15) seconds, and

(2) The musical style of the recording will not be substantially similar
to the characteristic musical style of Recordings made by the Artist for CBS so as
to cause confusion to the general public as to the identity of the featured artist;

(c) The member will not record any material which the Artist has then
recorded for CBS;

(d) The member will not accept the sideman engagement unless the Person for
whom the recordings are being made agrees in writing, for CBS’ benefit, that:

(1) The name of the member performing (but not the group name of
the Artist) may be used in a courtesy credit to Epic Records on the Album liners
used for such Records, in the same position as the credits accorded to other
sidemen and in type identical in size, prominence, and all other respects;

(2) Except as expressly provided in section 13.02.1(d)(1) above,

neither the Artist’s name (or any similar name), nor the name of the member, nor
the group name of the Artist, nor any picture, portrait or likeness of the Artist or
member will be used in connection with such Recordings, including, without
limitation, on the front covers of Album containers, on sleeves or labels used for
single Records, or in videos, advertising, publicity or any other form of promotion
or exploitation, without CBS’ express written consent, which CBS may withhold
in its unrestricted discretion; and

(3) The recordings will not be used in audiovisual Records or

reproductions of any kind, or for any other purpose except making Phonograph
Records of sound without visual images, except audiovisual Records in which
Artist does not visually appear.

You will furnish CBS with a copy of each such agreement promptly after its execution.

(e) Before the member accepts the sideman engagement you will notify CBS
of the name of the Person for whom the recordings are being made and the Record
company which will have the right to distribute the Records. Your notice will be
addressed to CBS’ Senior Vice-President, Business Affairs and Administration.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(f) (1) If at any time during the term of this agreement Gregg Allman
(“Allman”) or Dickey Betts (“Betts”) is not subject to an exclusive “solo”
recording agreement with CBS, Allman or Betts, as applicable, may enter into a
solo recording agreement with another record company (“Solo Agreement”),
provided that the restrictions set forth in subparagraph 13.02.1(c), and section
13.02.1(b)(2), and all other applicable restrictions in this agreement other than
those provided in this paragraph 13.02.1, will continue to apply. Without
limitation of the foregoing, Allman or Betts, as applicable, will not use the name
“The Allman Brothers” or “The Allman Brothers Band”, as applicable, or any
other group name used by Artist, in connection with Recordings made under the
Solo Agreement during the term of this agreement.

(2) Butch Trucks and Johnny Lee Johnson may each enter into a Solo
Agreement during the term of this agreement, subject to all restrictions applicable
to Allman and Betts pursuant to section 13.02.1(f)(1) above.

13.02.2. Any member of the Artist may serve as a producer for the purpose of making
Phonograph Records for others, provided:

(a) You have then fulfilled all of your obligations under this agreement, and
the engagement does not interfere with the continuing prompt performance of your
obligations to CBS;

(b) The member will not produce recordings of any material which the Artist
has then recorded for CBS;

(c) The member will not accept the producing engagement unless the Person
for whom the recordings are being produced agrees in writing, for CBS’ benefit, that:

(1) The name of the member producing (but not the group name of the
Artist) may be used in credits on Record labels and the reverse sides of Record
packages, comparable in size and prominence to the credits generally accorded to
record producers, and

(2) Except as expressly provided in section 13.02.2(c)(1) above,

neither the Artist’s name (or any similar name), nor the name of the member, nor
the group name of the Artist, nor any picture, portrait or likeness of the Artist or
member, will be used in connection with such Recordings, including, without
limitation, on the front of any Record package or in any advertising, publicity or
any other form of promotion or exploitation without CBS’ express written
consent, which CBS may withhold in its unrestricted discretion.

You will furnish CBS with a copy of each such agreement promptly after its execution.

(d) Before the member accepts the producing engagement you will notify

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

CBS of the name of the Person for whom the recordings are being made and the Record
company which will have the right to distribute the Records.

13.03. If you or Artist become aware of any unauthorized recording, manufacture,

distribution, sale, or other activity by any third party contrary to the restrictions in this
agreement, you and Artist will notify CBS of it and will cooperate with CBS, at CBS’ cost, in
any action or proceeding, CBS commences against such third party.

13.04. (a) Subject to paragraph 13.04.1, during the term of this agreement the Artist
will not render any musical performance (audiovisual or otherwise) for the purpose of making
any motion picture or other audiovisual work (“picture”, below) for any Person other than CBS,
and no Person other than CBS will be authorized to produce, distribute, exhibit, or otherwise
exploit any picture which contains any musical performance (audiovisual or otherwise) by the
Artist, without an express written agreement providing that:

(1) the picture concerned will not contain performances by the Artist
of more than two (2) musical compositions, in whole or in part; and

(2) not more than one-half (1/2) of any version of the picture may
consist of featured musical performances (defined below) by the Artist or anyone
else.

(b) “Featured musical performance”, in this paragraph, means:

(1) any visual performance of a musical composition; and

(2) any background performance of a musical composition which is

intended as a focus of audience attention, whether or not the visual matter is
related dramatically to the lyrics or concept of the musical composition.

13.04.1. (a) Notwithstanding paragraph 13.04, in respect of the first picture containing
Artist’s musical performances (“First Picture”) produced after the date hereof for home
video exploitation, you will be entitled to authorize a Person other than CBS to exploit
that picture (except in respect of audio Phonograph Records), provided you have
complied with this paragraph.

(b) Prior to authorizing such exploitation, you will notify CBS of your
intention to authorize such exploitation, and, prior to entering into negotiations with any
Person other than CBS concerning such exploitation, you will negotiate in good faith
with CBS (unless CBS notifies you that it does not wish to so negotiate) to enter into an
agreement pursuant to which CBS will have the exclusive right to exploit the First
Picture.

(c) (1) If you and CBS fail to reach agreement pursuant to subparagraph
13.04.1(b), you will not authorize exploitation of the First Picture by any Person
other than CBS unless: (a) you first notify CBS of all of the material terms and

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

conditions of the proposed authorization, including but not limited to the identities
of all proposed parties to it, and (b) you offer to grant exploitation rights in the
First Picture to CBS on the same terms, except all advances and payments other
than royalties to be made by CBS pursuant to that offer will be reduced to
seventy-five percent (75%) of the amounts payable pursuant to the proposed
authorization. The reduction specified in the preceding sentence will not apply to
that portion of any advances or payments which are specifically used for costs of
producing the First Picture (e.g., if your proposed authorization provides for a
payment of production costs in a designated amount and for payment of an
advance in addition to those costs, only that additional advance will be reduced to
seventy-five percent (75%) of the amount provided pursuant to the proposed
authorization). If CBS does not accept your offer within 45 days after its receipt,
you may then grant those exploitation rights to the same parties mentioned in your
notice, provided that ,grant is consummated within 45 days after the end of that
45-day period upon the same terms and conditions set forth in your notice and
offer to CBS. If that grant is not consummated within the latter 45-day period, the
right of preemption granted to CBS in this paragraph will be reinstated
automatically and no such exploitation rights will be granted to anyone except
CBS unless you first offer to grant the Rights concerned to CBS as provided in
this subparagraph 13.04.1(c).

(2) CBS will not be required, as a condition of accepting any offer

made to it pursuant to this subparagraph, to agree to any terms or conditions
which cannot be fulfilled by CBS as readily as by any other Person (for example,
but without limitation, the engagement of a particular producer for the production
of the First Picture). No failure by CBS to accept an offer made to it under this
subparagraph will be deemed to waive or otherwise affect any of CBS’ rights.
Without limiting the generality of the preceding sentence, CBS will not be
deemed bound by any proposed waiver, consent, or other agreement to be made
by CBS, by reason that it is required or contemplated by an offer which CBS does
not preempt.

(d) (1) If CBS does not accept any offer made pursuant to subparagraph
13.04.1(c), and you (or any other Person) accordingly authorize exploitation of
the First Picture by a Person other than CBS, you will cause the Person concerned
to pay directly to CBS a royalty computed as follows: the sum of (i) the number
of “featured performances” (defined below) of Compositions contained in the
First Picture which were released on Phonograph Records featuring Artist prior to
the date of this agreement (“Prior Song Performances”) divided by the total
number of featured performances contained in the First Picture multiplied by
fifteen percent (15%) of the amount equal to all royalties, advances and other
payments payable to you or any other Person in respect of home video
exploitation of the First Picture, and (ii) the number of featured performances
contained in the First Picture other than Prior Song Performances divided by the
total number of featured performances contained in the First Picture multiplied by
the amount equal to twenty-five percent (25%) of all royalties, advances and other

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

payments payable to you or any other Person in respect of home video

exploitation of the First Picture. “Featured performances”, as used above, shall
mean the Artist’s performance of all or a substantial portion of a Composition
(whether or not the Artist performs the Composition concerned “live” in the
Picture). That royalty will be calculated and payable in the same manner as your
(and/or any other Person’s) royalty is payable by the Person concerned. CBS will
have audit rights equivalent to those granted to you.

(2) The Person authorized to exploit the First Picture will compute the
royalty payable to CBS hereunder and render copies of true and complete
accountings, together with any applicable payment, to CBS, as applicable pursuant
to the preceding sentence, no less frequently than once every six months.

(3) All payments, statements, or notices of any kind sent to CBS by

that Person shall be sent to the following address, unless CBS otherwise directs the
Person concerned in writing:

CBS RECORDS, A Division of CBS Records Inc.

51 West 52nd Street
New York, New York 10019
Attention: Director, Royalty Accounting

(with a copy to the same address marked “Attention: Senior

vice President, Business Affairs and Administration”)

13.05. Deleted.

13.06. The services of the Artist are unique and extraordinary, and the loss thereof
cannot be adequately compensated in damages, and CBS shall be entitled to injunctive relief to
enforce the provisions of this agreement. (The preceding sentence will not be construed to
preclude you or the Artist from opposing any application for such relief based upon contest of
the other facts alleged by CBS in support of the application.)

13.07. (a) You will at all times indemnify and hold harmless CBS and any Licensee
of CBS from and against any and all claims, damages, liabilities, costs and expenses,
including legal expenses and reasonable counsel fees, arising out of any breach or alleged
breach of any warranty or representation made by you in this agreement, provided the
claim concerned has been settled or has resulted in a judgment against CBS or its
Licensees. If any claim involving such subject matter has not been resolved, or has been
resolved by a judgment or other disposition which is not adverse to CBS or its Licensees,
you will reimburse CBS for fifty percent (50%) of the expenses actually incurred by CBS
and its Licensees in connection with that claim. Pending the resolution of any such claim
CBS will not withhold moneys which would otherwise be payable to you under this
agreement in an amount exceeding your potential liability to CBS under this paragraph. If
no action or other proceeding for recovery on such a claim has been commenced within a
year after its assertion CBS will not continue to withhold monies in connection with it

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

under this paragraph unless CBS believes, in its reasonable judgment, that such a
proceeding may be instituted notwithstanding the passage of that time.

(b) If CBS pays more than $7,500 in settlement of any such claim, you will
not be obligated to reimburse CBS for the excess unless you have consented to the
settlement, except as provided in the next sentence. If you do not consent to any
settlement proposed by CBS for an amount exceeding $7,500 you will nevertheless be
required to reimburse CBS for the full amount paid unless you make bonding
arrangements, satisfactory to CBS in its sole discretion, to assure CBS of reimbursement
for all damages, liabilities, costs and expenses (including legal expenses and counsel
fees) which CBS or its Licensees may incur as a result of that claim. CBS will notify you
of any action commenced on such a claim. You may participate in the defense of any
such claim through counsel of your selection at your own expense, but CBS will have the
right at all times, in its sole discretion, to retain or resume control of the conduct of the
defense.

14. DEFINITIONS

14.01. “Master Recording” - every recording of sound, whether or not coupled with a
visual image, by any method and on any substance or material, whether now or hereafter known,
which is used or useful in the recording, production and/or manufacture of Phonograph Records.

14.02. “Inception of Recording” - the first recording of performances or other sounds

with a view to the eventual fixation of a Master Recording. “Master Recordings from the
Inception of Recording” include, without limitation, all rehearsal recordings, “outtakes”, and
other preliminary or alternate versions of sound recordings which are created during the
production of Master Recordings made under this agreement.

14.03. “Matrix” - any device now or hereafter used, directly or indirectly, in the
manufacture of Phonograph Records and which is derived from a Master Recording.

14.04. “Person” - Any natural person, legal entity, or other organized group of persons or
entities. (All pronouns, whether personal or impersonal, which refer to Persons include natural
persons and other Persons.)

14.05. “Records” and “Phonograph Records” - all forms of reproductions, now or

hereafter known, manufactured or distributed primarily for home use, school use, juke box use,
or use in means of transportation, including Records of sound alone and audiovisual Records.

14.06. “Royalty Base Price” - the amount specified below (“Gross Royalty Base”)
applicable to the Phonograph Records concerned, less all taxes and less the applicable Container
Charge. “Less all taxes” means less all excise, purchase, value added or similar taxes. The
Royalty Base Price for Records sold through any Club Operation will be the same as that for the
identical Records Sold Through Normal Retail Channels in the territory concerned.

(a) WITH RESPECT TO RECORDS SOLD FOR DISTRIBUTION IN THE

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

UNITED STATES OR CANADA: The Gross Royalty Base for an audiovisual Record is
the amount computed under section (1) below. The Gross Royalty Base for a Record
reproducing sound only is the amount computed under section (1) or section (2) below,
whichever is lower:

(1) CBS’ published subdistributor price applicable to the price series

of the unit concerned at the commencement of the accounting period in which the
sale occurs, less ten percent (10%); or

(2) One-half (1/2) of the prevailing industry suggested retail list price
applicable to Records in the same configuration and the same wholesale price
category as the unit concerned. In this section (2):

(i) A “major U.S. Record company” means one which

distributes its own Records directly to wholesalers and retailers on a
nationwide basis throughout the United States. (Those companies, at the
date of this agreement, are CBS, the WEA group, BMG, Capitol/EMI,
MCA and Polygram.)

(ii) The “wholesale price” of a Record distributed by another

major U.S. record company means its published price corresponding most
closely in amount to a subdistributor price for a Record in the same
configuration published by CBS.

(iii) The “wholesale price category” of a Record distributed by

CBS includes: (A) that Record; and (B) Records in the same configuration
sold by other major U.S. record companies whose wholesale prices for
those Records correspond most closely in amount to CBS’ published
subdistributor price for the CBS-distributed Record concerned.

(iv) “Prevailing industry suggested retail list price” means the

average of the suggested retai1 list prices assigned to Records in the
wholesale price category concerned by the major U.S. Record companies
which publish suggested retai1 list prices.

References to published prices in this section refer to those in effect at the

commencement of the semiannual accounting period concerned.

(b) WITH RESPECT TO RECORDS (INCLUDING AUDIOVISUAL

RECORDS) SOLD FOR DISTRIBUTION OUTSIDE OF THE UNITED STATES AND
CANADA: The Gross Royalty Base is the applicable amount specified in sections (1)
through (3) below, in the country of sale (or section (4) below if it applies), at the
commencement of the accounting period concerned, plus taxes:

(1) If a base intended as an equivalent of or substitute for an actual or

hypothetical retail price (“Retail-related Base”) is used for computing Mechanical

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

Royalties on the Records concerned by agreement between Record manufacturers

and a licensing organization, such as BIEM, the Gross Royalty Base will be one-
half (1/2) of that base.

(2) If a majority of the major record companies in the country

concerned use a different base for computing Mechanical Royalties (for example,
a manufacturer’s published price to dealers (“p.p.d.”)) adjusted by an “uplift” or
other factor intended to convert it to a Retail-related Base and calculated on the
basis of a reliable industry-wide market survey, the Gross Royalty Base will be
one-half (1/2) of CBS’ p.p.d. for the Records concerned, adjusted by the same
conversion factor.

(3) If neither section (1) nor section (2) applies, the Gross Royalty
Base will be one-half (1/2) of the base generally used by CBS’ principal Licensee
in the country concerned to calculate the royalties it pays to recording artists
(“Licensee Base”). If this section (3) applies and the Licensee Base is not a
Retail-related Base, the Gross Royalty Base will be one-half (1/2) of the amount
equal to one hundred thirty percent (130%) of the p.p.d. fixed by CBS’
distributing Licensee for the Record concerned.

(4) The Gross Royalty Base for a Record sold for distribution through
military exchange channels is the amount prescribed in subparagraph 14.06(a).

14.07. “Container Charge” - The applicable percentage, specified below, of the Gross
Royalty Base applicable to the Records concerned:

(a) Audiovisual Records - fifteen percent (15%).

(b) Audiophile Records - twenty-five percent (25%).

(c) Other Records - ten percent (10%) on disc Records and twenty percent
(20%) on Records in non-disc configurations.

14.08. “Net Sales” - eighty-five percent (85%) of gross sales, less returns, credits, and
reserves against anticipated returns and credits. Returns will be apportioned between Records
sold and “free goods” in the same ratio in which CBS’ customer’s account is credited.

14.09. “Club Operation” - any direct sales to consumers conducted by mail-order or on a

membership basis (for example, sales through the Columbia Record and Tape Club in the United
States or Bertlesmann in Europe).

14.10. “Contract Period” - the initial period, or any option period, of the term hereof (as
such periods may be suspended or extended as provided herein).

14.11. “Advance” - a prepayment of royalties. CBS may recoup Advances from royalties
(but not Mechanical Royalties) to be paid to or on behalf of you or Artist pursuant to this or any

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

other agreement, subject to the next sentence. Fifty percent (50%) of the aggregate amount of the
motion picture production and acquisition costs incurred in connection with the first Covered
Video produced in connection with any Album recorded hereunder, and twenty-five percent
(25%) of those costs incurred in connection with each additional Covered Video produced in
connection with that Album, will not be recoupable from your royalties on sales of Records
which do not reproduce visual images (“audio royalties”) under subparagraph 5.02(a), subject to
the next two sentences. If an Album made hereunder is certified “Gold” by the RIAA by the time
principal production of the second Covered Video produced in connection with that Album is
completed, fifty percent (50%) of such costs will not be recoupable from audio royalties in
respect of that Covered Video. Notwithstanding the foregoing, if you consent to a budget for a
Covered Video in excess of $100,000, all production and acquisition costs in respect of that
Covered Video in excess of $100,000 will be fully recoupable from audio and other royalties
hereunder. “Any other agreement”, in this paragraph, means any other agreement relating to the
Artist as a recording artist or as a producer of recordings of the Artist’s own performances, but
not the existing agreements in respect of solo Recordings by Gregg Allman and Dickey Betts.

14.12. “Composition” - a single musical composition, irrespective of length, including

all spoken words and bridging passages and including a medley. Recordings of more than one
arrangement or version of the same Composition, reproduced on the same Record, will be
considered, collectively, a recording of one Composition for all purposes under this agreement.

14.13. “Controlled Composition” - a Composition wholly or partly written, owned or

controlled by you, the Artist, a Producer, or any Person in which you, the Artist, or a Producer
has a direct or indirect interest.

14.14. (a) “Album” - one or more twelve-inch 33 1/3 rpm Records, or the equivalent,
at least thirty-two (32) minutes in playing time, sold in a single package. (b) “Single” - a disc
Record not more than seven (7) inches in diameter, or the equivalent in a non-disc configuration.
“Extended Play Record” - A Record which contains Recordings of four (4) or more
Compositions but does not constitute an Album. (Audiovisual Records are not Albums or Singles
or Extended Play Records.)

14.15. “Side” - A Master Recording of a continuous performance of a particular

arrangement or version of a Composition, not less than two and one quarter (2 1/4) minutes in
playing time. If any Album (or other group of Master Recordings) Delivered to CBS in
fulfillment of a Recording Commitment expressed as a number of Sides includes Master
Recordings of more than one arrangement or version of any Composition, ail of those
Recordings will be deemed to constitute one Side.

14.16. “Joint Recording” - any Master Recording embodying the Artist’s performance
and any performance by another artist with respect to which CBS is obligated to pay royalties.

14.17. “Sales Through Normal Retail Channels” - sales other than as described in
paragraphs 9.02, 9.03, 9.05, 9.06, and 10.03.

14.18. “Licensees” - includes, without limitation, wholly or partly owned subsidiaries,

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

affiliates, and other divisions of CBS Records Inc.

14.19. “Delivery”, when used with respect to Master Recordings - means the actual
receipt by CBS’ A&R Administration Department of the Master Recordings concerned and all
documents and other materials required to be furnished to CBS in connection with them. Without
limiting the generality of the preceding sentence, no Master Recordings will be deemed
Delivered until CBS has received all of the related documentation required under subparagraphs
4.01(c) and 4.01(e) and all other materials referred to in paragraph 4.01(f).

14.20. “Reissue Label” - A label, such as the Harmony or Odyssey label, used primarily
for reissues of recordings released previously.

14.21. “Budget Record” - A Record, whether or not previously released, bearing a Gross
Royalty Base more than thirty percent (30%) lower than the Gross Royalty Base applicable to
the Top Line Records in the same configuration (e.g., long-playing album, two-disc long-playing
album, twelve-inch single, tape cassette, compact disc, etc.) released by CBS or its Licensees in
the territory concerned. A “Top Line” Record release is one bearing the same Gross Royalty
Base as the majority (or plurality) of the Record releases (other than CBS Masterworks releases)
in the same configuration then in initial release in CBS’ active catalog. (For the purposes of the
preceding sentence, a Record release will not be deemed in its initial release if it bears a Gross
Royalty Base lower than that which applied to it when it was first released by CBS.)

14.21.1. “Mid-price Record” - A Record, whether or not previously released, bearing a

Gross Royalty Base at least twenty percent (20%), but not more than thirty percent (30%), lower
than the Gross Royalty Base applicable to the Top Line Standard Records (defined in paragraph
14.21) in the same configuration.

14.22. “Multiple Record Set” - An Album containing two (2) or more 12-inch 33 l/3rpm
Records packaged as a single unit or the equivalent in playing time in other configurations.

14.23. “Mechanical Royalties” – Royalties payable to any Person for the right to
reproduce and distribute copyrighted musical compositions on Phonograph Records other than
audiovisual Records.

14.24. “Recording Costs” - all amounts representing direct expenses paid or incurred by
CBS in connection with the production of finished Master Recordings under this agreement.
Recording Costs include, without limitation, the amounts referred to in paragraph 5.01, travel,
rehearsal, and equipment rental expenses, advances to producers, studio and engineering charges
in connection with CBS’ facilities and personnel or otherwise, all costs of mastering,
remastering, and remixing. Recording Costs do not include the costs of producing metal parts,
but include all studio and engineering charges or other costs incurred in preparing Master
Recordings for the production of metal parts. (Metal parts include lacquer, copper, and other
equivalent masters.) Travel expenses of CBS personnel will be deemed Recording Costs only if
such CBS personnel are producing or performing in Master Recordings made under this
agreement.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

14.25. (a) “Special Packaging Costs” - costs incurred by CBS in creating and producing
Album covers, sleeves, and other packaging elements, in excess of the following
amounts: (a) five thousand dollars ($5,000) per Album for design of artwork (including
expenses for reproduction rights); (b) four thousand dollars ($4,000) per Album for
engraving; (c) packaging manufacturing costs of twenty-five cents (25¢) per long-playing
disc Album unit, twenty-two cents (22¢) per tape cassette Album unit (including the cost
of the “C-O” cassette housings), and sixty-six cents (66¢) per compact disc Album unit,
for Albums manufactured for distribution in the United States or Canada (the
“Manufacturing Cost Allowances,” below); and (d) for Albums in those configurations
manufactured for distribution elsewhere, the standard packaging manufacturing costs
incurred by CBS or the CBS Licensee concerned for Albums manufactured in the same
territory as the Album units concerned. The Manufacturing Cost Allowances will be
increased or decreased in that proportion which the final Producer Price Index (defined in
the next sentence) then most recently published bears to the Producer Price Index
published for December, 1989. (“Producer Price Index”, as used in this paragraph, means
the Producer Price Index for Finished Goods, seasonally adjusted, maintained by the
United States Department of Labor Bureau of Labor Statistics, or corresponding index.)
(Provided that, if you furnish material to CBS or request that certain material be used,
CBS will advise you if it reasonably anticipates that Special Packaging Costs will be
incurred. You will be provided with the opportunity to modify the material furnished or
used at your request so as to eliminate any Special Packaging Costs, provided that you
promptly give CBS notice of your intention to do so, and provided that such substitution
or modification will not delay the scheduled release date of the Album concerned. CBS’
failure to anticipate Special Packaging Costs will not constitute a breach of this
agreement nor shall it relieve you of your obligation with respect to such Costs set forth
in subparagraph 5.02(a).)

(b) In respect only of the First Overcall, if the costs of creating and producing
Album covers, sleeves and other packaging elements exceed the amounts specified above
solely because the First Overcall consists of two (2) 33 1/3 rpm Records or the
equivalent, and the resulting costs are equal to or less than the industry-standard
packaging costs in respect of so-called “double Albums”, then that excess amount will
not constitute Special Packaging Costs.

14.26. (a) “Audiophile” Records, units, etc. - Records (other than audiovisual
Records) marketed in specially priced catalog series by reason of their superior sound
quality or other distinctive technical or artistic characteristics. (All Records made for
digital playback are Audiophile Records.)

(b) “Standard” Records, units, etc. - Records other than Audiophile Records
and audiovisual Records.

14.27. “Covered Video” - An audiovisual work owned or controlled by CBS and

containing one or more Master Recordings subject to this agreement.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

15. REMEDIES

15.01. If you do not fulfill any portion of your Recording Commitment within the time
prescribed in Article 3, CBS will have the following options:

(a) In respect of Albums recorded in fulfillment of your Recording

Commitment during the initial Contract Period, to suspend CBS’ obligations to make
payments to you under this agreement until you have cured the default;

(b) to terminate the term of this agreement at any time, whether or not you
have commenced curing the default before such termination occurs; and

(c) to require you to repay to CBS the amount, not then recouped, of any
Advance previously paid to you by CBS and not specifically attributable under Article 6
to an Album which has actually been fully Delivered. CBS may exercise each of those
options by sending you the appropriate notice. Only in respect of Albums recorded in
fulfillment of your Recording Commitment during the initial Contract Period, no exercise
of an option under this paragraph will limit CBS’ rights to recover damages by reason of
your default, its rights to exercise any other option under this paragraph, or any of its
other rights. In respect of Albums recorded hereunder other than those recorded in
fulfillment of your Minimum Recording Commitment for the initial Contract Period,
CBS will not have the right to sue you for damages based on late Delivery of the Album
concerned.

15.01.1. Although this agreement will continue in full force and effect during the period
in which you fail to Deliver any Album constituting your Recording Commitment for an Option
Period, CBS will not be entitled to claim a breach of this agreement in respect of any such
failure, and will be limited to the remedies prescribed in subparagraph 6.02(b), paragraph 15.01,
and any other remedy specifically prescribed herein for such failure.

15.02. If CBS refuses without cause to allow you to fulfill your Recording Commitment
for any Contract Period and if, not later than sixty (60) days after that refusal takes place, you
notify CBS of your desire to fulfill such Recording Commitment, then CBS shall permit you to
fulfill said Recording Commitment by notice to you to such effect within sixty (60) days of CBS’
receipt of your notice. Should CBS fail to give such notice, you shall have the option to
terminate the term of this agreement by notice given to CBS within thirty (30) days after the
expiration of the latter sixty-day period; on receipt by CBS of such notice the term of this
agreement shall terminate and all parties will be deemed to have fulfilled all of their obligations
hereunder except those obligations which survive the end of the term (e.g., warranties, re-
recording restrictions and obligation to pay royalties) at which time CBS shall pay to you, in full
settlement of its obligation in connection therewith, an Advance in the amount equal to:

(1) The aggregate of the Recording Funds fixed in paragraph 6.02 for
each Album, then remaining unrecorded, of the Recording Commitment for the
Contract Period during which such termination occurs,

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

less;

(2) The average amount of the Recording Costs for the last two (2)
Albums recorded hereunder (or, if only one Album has been recorded, the amount
of the Recording Costs for that Album), multiplied by the number of such
unrecorded Albums referred to in clause (1).

If the Recording Fund in respect of an unrecorded Album constituting your Recording

Commitment has been reduced hereunder as the result of your failure to Deliver that Album
within the time prescribed in Article 3, and the delay in Delivery of that Album was caused
solely by CBS’ refusal to permit you to fulfill your Recording Commitment, the applicable
Recording Fund will be deemed not to have been so reduced for purposes of section (1) above
only. If Master Recordings sufficient to constitute at least one full Album (i.e., the first Album to
be recorded under this agreement) have not been completed then, the amount of the Advance
payable to you under the preceding sentence will be the amount equal to the Artist’s minimum
union scale compensation for the unfulfilled portion of the Recording Commitment for that
Contract Period. In the event you fail to give CBS either notice within the period specified
therefor, CBS shall be under no obligation to you for failing to permit you to fulfill such
Recording Commitment.

15.03. If because of: act of God; inevitable accident; fire; lockout, strike or other labor
dispute; riot or civil commotion; act of public enemy; enactment, rule, order or act of any
government or governmental instrumentality (whether federal, state, local or foreign); failure of
technical facilities; failure or delay of transportation facilities; illness or incapacity of any
performer or producer; or other cause of a similar or different nature not reasonably within CBS’
control; CBS is materially hampered in the recording, manufacture, distribution or sale of
records, then, without limiting CBS’ rights, CBS shall have the option by giving you notice to
suspend the running of the then current Contract Period for the duration of any such contingency
plus such additional time as is necessary so that CBS shall have no less than thirty (30) days after
the cessation of such contingency in which to exercise its option, if any, to extend the term of
this agreement for the next following Option Period. If any suspension imposed under this
paragraph by reason of an event affecting no Record manufacturer or distributor except CBS
continues for more than six (6) months, you may request CBS, by notice, to terminate the
suspension by notice given to you within sixty (60) days after its receipt of your notice. If CBS
does not do so, the term of this agreement will terminate at the end of that sixty-day period (or at
such earlier time which CBS may designate by notice to you), and all parties will be deemed to
have fulfilled all of their obligations under this agreement except those obligations which survive
the end of the term (such as warranties, re-recording restrictions, and obligation to pay royalties).

16. AGREEMENTS, APPROVAL & CONSENT

16.01. As to all matters treated herein to be determined by mutual agreement, or as to

which any approval or consent is required, such agreement, approval or consent will not be
unreasonably withheld.

16.02. Your agreement, approval or consent, or that of the Artist, whenever required,

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

shall be deemed to have been given unless you notify CBS otherwise within ten (10) business
days following the date of CBS’ written request to you therefor.

17. NOTICES

17.01. Except as otherwise specifically provided herein, all notices hereunder shall be in
writing and shall be given by personal delivery, registered or certified mail or telegraph
(prepaid), at the addresses shown above, or such other address or addresses as may be designated
by either party. Notices shall be deemed given when mailed or when transmitted by telegraph,
except that notice of change of address shall be effective only from the date of its receipt. Each
notice sent to CBS shall be directed to its Senior Vice-President, Business Affairs &
Administration, and a copy of each such notice shall be sent simultaneously to CBS Records
Inc., Law Department, 51 West 52nd Street, New York, New York 10019, Attention: Vice
President and General Counsel. CBS will- undertake to send a copy of each notice sent to you to
(a) Steve Massarsky, Esq., 1560 Broadway, Suite 500, New York, New York 10036, (b) Myron
S. Mayer, Esq., Mayer, Katz, Baker & Leibowitz, 75 Rockefeller Plaza, New York, New York
10019, and (c) Cloud Morgan, Jr., c/o La Moejai, P.O. Box 7563, Macon, Georgia 31209, but
CBS’ failure to send any such copy will not constitute a breach of this agreement or impair the
effectiveness of the notice concerned.

18. EVENTS OF DEFAULT

18.01. In the event of your dissolution or the liquidation of your assets, or the filing by or
against you of a petition for liquidation or reorganization under Title 11 of the United States
Code as now or hereafter in effect or under any similar statute relating to insolvency, bankruptcy,
liquidation or reorganization, or in the event of the appointment of a trustee, receiver or
custodian for you or for any of your property, or in the event that you shall make an assignment
for the benefit of creditors or commit any act for, or in, bankruptcy or become insolvent, or in the
event you shall fail to fulfill any of your material obligations under this agreement for any other
reason, then at any time after the occurrence of any such event, in addition to any other remedies
which may be available, CBS shall have the option by notice to require that the Artist render his
personal services directly to it for the remaining balance of the term of this agreement, including
any extensions, for the purpose of making Master Recordings, upon the same terms and
conditions, including, without limitation, Articles 3 and 9. You will notify CBS promptly of the
occurrence of any event described in the preceding sentence. If CBS exercises its option under
this paragraph the Artist shall be deemed substituted for you as a party to this agreement as of the
date of CBS’ option exercise, and, in respect of Master Recordings of the Artist’s performances
recorded subsequently, the royalties and any Advances payable hereunder and will be payable to
the Artist, subject to recoupment of all Advances.

19. MISCELLANEOUS

19.01. The Artist will, prior to the release of the first Album hereunder, prepare an act of
professional quality and will during the term of this agreement, actively pursue his career as an
entertainer in the live engagement field.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

19.02. CBS will have the right, at its own cost, throughout the term of this agreement, to
obtain or increase insurance on the life of the Artist in such amounts as CBS determines, in CBS’
name and for its sole benefit or otherwise, in its discretion. The Artist will reasonably cooperate
in such physical examinations, supply such information, and sign such documents, and otherwise
will cooperate reasonably with CBS, as CBS may request in connection with any such insurance.

19.03. (a) This agreement contains the entire understanding of the parties relating to
its subject matter. No change or termination of this agreement will be binding upon CBS
unless it is made by an instrument signed by an officer of CBS. No change of this
agreement will be binding upon you or the Artist unless it is made by an instrument
signed by you or the Artist. A waiver by either party of any provision of this agreement in
any instance shall not be deemed to waive it for the future. All remedies, rights,
undertakings, and obligations contained in this agreement shall be cumulative and none
of them shall be in limitation of any other remedy, right, undertaking, or obligation of
either party. The captions of the Articles in this agreement are included for convenience
only and will not affect the interpretation of any provision.

(b) No change of a budget prescribed in this agreement or established under it

will be effective unless the change is approved in writing by CBS’ Senior Vice President,
Business Affairs & Administration.

19.04. Those provisions of any applicable collective bargaining agreement between CBS
and any labor organization which are required, by the terms of such agreement, to be included in
this agreement shall be deemed incorporated herein.

19.05. CBS may assign its rights under this agreement in whole or in part to any
subsidiary, affiliated or controlling corporation, to any Person owning or acquiring a substantial
portion of the stock or assets of CBS, or to any partnership or other venture in which CBS
participates, and such rights may be assigned by any assignee, subject to the same conditions. No
such assignment shall relieve CBS of any of its obligations. CBS may also assign its rights to any
of its Licensees if advisable in CBS’ sole discretion to implement the license granted.

19.06. Each option and election granted to CBS in this agreement including, without
limitation, to suspend the running of one or more periods of time, to terminate the term, to
acquire the direct and individual services of a leaving member (if a group artist is involved), or
otherwise, is separate and distinct, and the exercise of any such option or election shall not
operate as a waiver of any other option or election unless specifically so stated by CBS in its
notice of exercise of such option or election.

19.07. Neither Party will be entitled to recover damages or to terminate the term of this
agreement by reason of any breach by the other Party of its material obligations, unless the latter
Party has failed to remedy the breach within a reasonable time following notice. (The preceding
sentence will not apply to any termination by CBS under subparagraph 15.01(b) or to any
recovery to which CBS may be entitled by reason of your failure to fulfi11 your Recording
Commitment.) If any royalty provisions different from those in CBS’ standard contract forms
require calculations which cannot practicably be accommodated in CBS’ automated data

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

processing systems, any amounts payable by reason of those provisions will be computed and
paid to you following your request made after the rendition of CBS’ royalty statements for the
accounting periods concerned.

19.08. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF NEW
YORK, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN
THE STATE OF NEW YORK. THE NEW YORK COURTS (STATE AND FEDERAL) ,
ONLY, WILL HAVE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS
AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A
CONTROVERSY WILL BE BROUGHT IN THOSE COURTS, IN NEW YORK COUNTY,
AND NOT ELSEWHERE. ANY PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY, AMONG OTHER METHODS, BE SERVED UPON YOU BY DELIVERING IT OR
MAILING IT, BY REGISTERED OR CERTIFIED MAIL, DIRECTED TO THE ADDRESS
FIRST ABOVE WRITTEN OR SUCH OTHER ADDRESS AS YOU MAY DESIGNATE
PURSUANT TO ARTICLE 17. ANY SUCH PROCESS MAY, AMONG OTHER METHODS,
BE SERVED UPON THE ARTIST OR ANY OTHER PERSON WHO APPROVES,
RATIFIES, OR ASSENTS TO THIS AGREEMENT TO INDUCE CBS TO ENTER INTO IT,
BY DELIVERING THE PROCESS OR MAILING IT BY REGISTERED OR CERTIFIED
MAIL, DIRECTED TO THE ADDRESS FIRST ABOVE WRITTEN OR SUCH OTHER
ADDRESS AS THE ARTIST OR THE OTHER PERSON CONCERNED MAY DESIGNATE
IN THE MANNER PRESCRIBED IN ARTICLE 17. ANY SUCH DELIVERY OR MAIL
SERVICE SHALL BE DEEMED TO HAVE THE SAME FORCE AND EFFECT AS
PERSONAL SERVICE WITHIN THE STATE OF NEW YORK.

19.09. In entering into this agreement, and in providing services pursuant hereto, you and
the Artist have and shall have the status of independent contractors and nothing herein contained
shall contemplate or constitute you or the Artist as CBS’ agents or employees. Comment [csh66]: Square this language with
the “Works Made for Hire” language of § 7.01.

19.10. Monies to be paid to you under this agreement will not be assignable by you
without CBS’ written consent, which CBS may withhold in its unrestricted discretion, subject to
the next sentence. You may assign royalties to be paid to you under this agreement, provided: (a)
No more than one such assignment will be binding on CBS at any time, and if CBS is notified of
more than one it will have the right to rely conclusively on priority of notice to it in according
priority among them; (b) each such assignment will be subordinate to CBS’ continuing right to
apply all such royalties due or becoming due in recoupment of all Advances, loans and other
offsets which may be recoupable from your royalties, including but not limited to those made
under agreements entered into by CBS and you after the date of the assignment concerned; and
(c) no such assignment will be effective until it has been accepted in writing by CBS. CBS will
not unreasonably withhold acceptance of an assignment which is consistent with this paragraph.

19.11. This agreement shall not become effective until executed by all proposed parties
hereto.

19.12. Any and all riders annexed hereto together with this basic document shall be

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

taken together to constitute the agreement between you and CBS.

20. GROUP PROVISIONS.

20.01. (a) The Artist’s obligations under this agreement are joint and several. (The
preceding sentence will not be construed to obligate any member of Artist to perform for
“solo” Recordings, except as provided in the existing solo CBS recording agreements
with Gregg Allman and Dickey Betts, and as otherwise separately agreed with CBS.) All
references to the “Artist” include all members of the group inclusively and each member
individually, unless otherwise specified.

(b) Notwithstanding any change in the membership of the group, CBS will
continue to have the right to remit all payments under this agreement in the name of “The
Allman Brothers Band”.

20.02. If any member of the Artist (“leaving member”) ceases to perform as a member of
the group during the term of this agreement:

(a) (1) You will notify CBS promptly. If the leaving member is replaced
by a new member, the new member will be deemed substituted as a party to this
agreement in the place of the leaving member and you will cause the new member
to execute and deliver to CBS such instruments as CBS, in its judgment, may
require to accomplish that substitution (including an agreement to be bound by all
terms of this agreement). Thereafter, you will have no further obligation to furnish
the services of the leaving member for performances under this agreement, but
you (and the leaving member individua1ly) wi11 continue to be bound by the
other provisions of this agreement, including, without limitation, subparagraphs
20.02(b) and 20.02(c) below. You will not permit any musician to perform in
place of the leaving member in making Recordings under this agreement, unless
that musician has executed and delivered to CBS the substitution instruments
referred to in the second sentence of this section (1). CBS will continue to have
the right to use the name “The Allman Brothers Band”, “The Allman Brothers”,
and any other professional, group, and other assumed or fictitious names used by
the Artist at any time, in connection with Recordings of the Artist’s performances
made at any time, subject to subparagraph 20.02(b). No leaving member or
combination of leaving members will make any use of the name “The Allman
Brothers Band”, “The Allman Brothers” or any such other name in any
circumstances in connection with Phonograph Records or otherwise in violation
of any provision of this agreement. (It is understood that Gregg Allman may use
the name Gregg Allman in connection with solo Recordings, as permitted under
subparagraph 13.02.1(f).)

(2) CBS will have the right to terminate the term of this agreement
with respect to the remaining members of the Artist by notice given to you at any
time before the expiration of ninety (90) days after CBS’ receipt of your notice.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(b) (1) If CBS does not exercise its termination option pursuant to section
20.02(a)(2), CBS will continue to have the exclusive right to use the name “The
Allman Brothers Band” or “The Allman Brothers”, unless the leaving member is
Gregg Allman or Dickey Betts in which event CBS will continue to have the
exclusive right to use the name “The Allman Brothers Band” or “The Allman
Brothers” in respect of all previously-delivered Master Recordings, but not in
respect of subsequently-recorded Master Recordings.

(2) During the term of this agreement, neither you nor any member of
Artist nor any other Person will use the name “The Allman Brothers”.

21. MUSIC PUBLISHING RIGHTS

21.01. (a) “Music Publishing Rights”, below, means and includes all ownership
interests in Controlled Compositions contained in any Album recorded pursuant to this
agreement (subject to the next sentence), all rights to exploit or administer such
Compositions, and all interests in such rights, under copyright and otherwise. This Article
21 will not apply to (i) any Composition which is “Controlled” under the Recording
Agreement by reason, alone, that a Producer holds an interest in it or participated in its
authorship, or (ii) any Composition which was released on Phonog-raph Records prior to
the date of this agreement and which was subject, as of the date of this agreement, to a
pre-existing exclusive music publishing agreement (“Prior Agreement”) (unless the term
of any such Prior Agreement expires during the term of this agreement, in which event
that Composition will be subject to CBS’ rights hereunder).

(b) You and the Artist warrant and represent to CBS that no Music Publishing
Rights are held by anyone except you or the Artist, except pursuant to any Prior
Agreement.

21.02. (a) During the term of this Agreement, as it may be extended by exercise of
CBS’ options or otherwise, neither you nor the Artist will grant any Music Publishing
Rights to anyone except CBS unless: (a) you first notify CBS of all of the material terms
and conditions of the proposed grant, including but not limited to the identities of all
proposed parties to it, and (b) you offer to grant the Music Publishing Rights concerned
to CBS on the same terms. If CBS does not accept your offer within 45 days after its
receipt, you may then grant the Music Publishing Rights concerned to the same parties
mentioned in your notice, provided that grant is consummated within 45 days after the
end of that 45-day period upon the same terms and conditions set forth in your notice and
offer to CBS. If that grant is not consummated within the latter 45-day period, the right of
preemption granted to CBS in this paragraph will be reinstated automatically and no
Music Publishing Rights will be granted to anyone except CBS unless you first offer to
grant the Rights concerned to CBS as provided in the first sentence of this paragraph
21.02.

(b) CBS will not be required, as a condition of accepting any offer made to it
pursuant to this paragraph, to agree to any terms or conditions which cannot be fulfilled

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

by CBS as readily as by any other Person (for example, but without limitation, the
engagement of a particular recording artist or record producer for the production of
recordings of any Compositions). No failure by CBS to accept an offer made to it under
this paragraph will be deemed to waive or otherwise affect any of CBS’ rights. Without
limiting the generality of the preceding sentence, CBS will not be deemed bound by any
proposed waiver, consent, or other agreement to be made by CBS, by reason that it is
required or contemplated by an offer which CBS does not preempt.

22. COUNTERPARTS

22.01. This agreement may be signed in counterparts, each of which will be deemed an
original, but all of which together shall constitute one and the same agreement.

THE ALLMAN BROTHERS BAND

RECORDING COMPANY

By ____________________________
General Partner

CBS RECORDS, A Division of

CBS Records Inc.

By ____________________________

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

Our taxpayer identification number (social security number or employer identification

number) is 95-4256744. Under the penalties of perjury, I certify that this information is true,
correct, and complete.

THE ALLMAN BROTHERS BAND

RECORDING COMPANY

By ____________________________

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

SCHEDULE OF PUBLISHERS
(Reference - Article 12)

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

EXHIBIT A
(Appended in accordance with subparagraph 12.03(a))

TO: CBS RECORDS, A DIVISION OF

CBS RECORDS INC.
ATT COPYRIGHT DEPARTMENT
51 WEST 52ND STREET
NEW YORK, NY 10019

A. TITLE: WRITERS:

B. PUBLISHER(S) AND PAYMENT PERCENTAGE:

C. RECORD(S) NO.:

ARTIST:

ROYALTY RATE: STATUTORY

THE AUTHORITY HEREUNDER IS LIMITED TO THE MANUFACTURE AND

DISTRIBUTION OF PHONORECORDS SOLELY IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS AND NOT ELSEWHERE.

DATE OF RELEASE:

You have advised us [ , in our capacity as Agent for the Publisher(s) referred to in (B)
above, ] that you wish to obtain a compulsory license to make and to distribute phonorecords of
the copyrighted work referred to in (A) above, under the compulsory license provision of Section
115 of the Copyright Act.

Upon your doing so, you shall have all the rights which are granted to, and all the
obligations which are imposed upon, users of said copyrighted work under the compulsory
license provision of the Copyright Act, after phonorecords of the copyrighted work have been
distributed to the public in the United States under the authority of the copyright owner by
another person, except that with respect to phonorecords thereof made and distributed hereunder:

1. You shall pay royalties and account to us [as Agent for and on behalf of said
Publisher(s)] quarterly, within forty-five days after the end of each calendar quarter, on the basis
of phonorecords made and distributed;

2. For such phonorecords made and distributed, the royalty shall be the statutory rate
in effect at the time the phonorecord is made, except as otherwise stated in (C) above;

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

EXIBHIT A (page 2)

3. This compulsory license covers and is limited to one particular recording of said
copyrighted work as performed by the artist and on the phonorecord number identified in (C)
above; and this compulsory license does not supersede nor in any way affect any prior
agreements now in effect respecting phonorecords of said copyrighted work;

4. In the event you fail to account to us and pay royalties as herein provided for, said
Publisher(s) or his Agent may give written notice to you that, unless the default is remedied
within 30 days from the date of the notice, this compulsory license will be automatically
terminated. Such termination shall render either the making or the distribution, or both, of all
phonorecords for which royalties have not been paid, actionable as acts of infringement’ under,
and fully subject to the remedies provided by the Copyright Act;

5. You need not serve or file the notice of intention to obtain a compulsory license
required by the Copyright Act.

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

SCHEDULE A

(1) Medley - Don’t Want You No Wore/Cross The Bear

(2) Dreams
(3) Whipping Post
(4) Midnight Rider
(5) In Memory of Elizabeth Reed/Jessica
(6) Rambling Man
(7) Southbound
(8) Blue Sky
(9) Statesboro Blues
(10) Sweet Melissa

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

ARTIST’S ASSENT AND GUARANTY

To induce CBS Records to enter into the foregoing agreement with The Allman Brothers
Band Recording Company (CRU 89-515.3(1)) (the “Agreement”):

1. Each member of the Artist:

(a) represents to CBS that he has read the Agreement and has had the legal
effect of each of its provisions explained to him by a lawyer chosen by him;

(b) assents to the execution of the Agreement and agrees to be bound by all
grants, restrictions, and other provisions of it relating to the Artist; and

(c) acknowledges that CBS will have no obligation to make any payments to
the Artist in connection with the services rendered by the Artist or the fulfillment of the
Artist’s other obligations under the Agreement, except for the payments specified in
paragraph 5.01, subparagraph 13.05(b), and Article 18.

2. (a) Each member of the Artist:

(1) guarantees, absolutely and unconditionally, the full performance

by The Allman Brothers Band Recording Company (the “Furnishing Party”) of all
of the Furnishing Party’s obligations under the Agreement;

(2) agrees to indemnify and hold CBS harmless from any loss,
damage, liability or expense (including but not limited to attorneys’ fees and legal
expenses) which arise from any failure by the Furnishing Party to fulfill the
Furnishing Party’s obligations under the Agreement, or which are incurred by
CBS in the enforcement of its rights under this guaranty;

(3) in respect only of Gregg Allman and Dickey Betts, agrees that if he
has not received compensation of at least Six Thousand Dollars ($6,000) from the
Furnishing Party for his services under the Agreement during any Fiscal Year (as
that term is used in paragraph 13.05 of the Agreement), he will so notify CBS at
least forty (40) days before the end of that Fiscal Year.”

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Allman v. Sony BMG Music Entertainment, Inc., 06-civ-3252 (S.D.N.Y.) (Exhibit A to Complaint)

(b) The Artist’s liability under this guaranty is direct and immediate, and is
not conditioned upon the pursuit by CBS of any remedy it may have against the
Furnishing Party. This guaranty shall not be revocable at any time or for any reason,
including, without limitation, any modification of the Agreement with or without notice
to the Artist. No failure by CBS to exercise any of its rights will “operate as a waiver of
those rights or any others.

________________________________
GREGG ALLMAN

________________________________
FORREST RICHARD BETTS
p/k/a “DICKEY BETTS”

________________________________
BUTCH TRUCKS

________________________________
JOHNNY LEE JOHNSON
p/k/a “JAIMOE”

collectively p/k/a “The Allman

Brothers Band”

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