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BRIDGET B. HIRSCH, SBN 257015bridget@bbhirsch.com7435 N. Figueroa St., No. 412422Los Angeles, CA 90041(323)387-3413

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EVAN S.COHEN, SBN 11960Iesc@manifesto.com1180 South Beverly Drive. Suite 510Los Angeles, CA 90035-1157(310)556-9800

Attorneys for Plaintiff CLEOPATRA RECORDS, INC.

K.Shew

By.

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CENTRAL DISTRICT - STANLEY MOSK COURTHOUSE

549561CLEOPATRA RECORDS, INC., aCalifornia corporation,

Plaintiff,

Case No.:

COMPLAINT FOR:

1. BREACH OF CONTRACT

2. FRAUD;

3. RESCISSION; and

I. MONEY HAD ANDRECEIVED.

o d n ox- x x xxi x- if) mc z x o

BYFAK

v.

WESLEY SCANTLIN p/k/a PUDDLEOF MUDD, an individual; ARTISTREPRESENTATION GROUP, LLC, aCalifornia Limited Liability Company;JOHNNY GALLQ, an individual;DOREEN FOSBENNER, an individual;,and DOES 1 through 10, inclusive,

Defendants.

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DEMAND FOR JURY TRIAL

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Plaintiff CLEOPATRA RECORDS, INC. alleges as follows:

I

GENERAL ALLEGATIONS

1. Plaintiff CLEOPATRA RECORDS, INC, ("Cleopatra") isa

California corporation, which has its principal place of business in the City of LosAngeles, in Los Angeles County, California.

2. Defendant WESLEY SCANTLIN p/k/a PUDDLE OF MUDD

("Scantlin") is amusician, who resides in the City of Los Angeles, in Los AngelesCounty, California.

3. Defendant ARTIST REPRESENTATION GROUP, LLC ("ARG") is

aCalifornia Limited Liability Company, which has its principal place ofbusinessin the City of Beverly Hills, in Los Angeles County, California. The FranchiseTax Board has suspended ARG.

4. Defendant JOHNNY GALLO ("Gallo") is an individual, who resides

in the City ofLos Angeles, in Los Angeles County, California.5. Defendant DOREEN FOSBENNER ("Fosbenner") is an individual,

who resides in the City ofLos Angeles, in Los Angeles County, California.6. The true names orcapacities, whether individual, corporate, or

otherwise ofdefendants Does 1through 10, inclusive, are unknown to Plaintiff,

who therefore sues said defendants by fictitious names. Plaintiff is informed andbelieves and thereon alleges that each ofthe defendants designated herein as aDoeis legally responsible in some manner for the events and happenings referred tobelow, and legally caused injury and damages proximately to Plaintiff as alleged

below.

7. Venue is proper in this district because some of the defendants reside

in this district.

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forth.

II

FIRST CAUSE OF ACTION

FOR BREACH OF CONTRACT

(Against Scantlin)

Plaintiff re-alleges paragraphs 1through 7, inclusive, as iffully set

9. Cleopatra is an independent record label. Scantlin is amusician andrecording artist, who has, at various times in the past, and up the present time,performed as the musical group "Puddle of Mudd."

10. On or about February 18, 2014, Cleopatra and Scantlin entered into awritten agreement (the "Agreement"), in which Scantlin agreed to record fourteensound recordings for Cleopatra, including ten recordings of unreleasedcompositions, and four re-recordings of past Puddle of Mudd hits. Atrue andcorrect copy ofthe Agreement is attached hereto as Exhibit A.

11. The total consideration to be paid to Scantlin pursuant to the

Agreement was an advance of ninety thousand dollars ($90,000), plus royalties, asspecified in the Agreement. The Agreement also specified that if Scantlm failed todeliver the sound recordings within ninety days ofthe execution ofthe Agreement

(the "Delivery Date"), the advance would be reduced by $2,500 for every thirty-day period after the Delivery Date for which Scantlin failed to deliver the soundrecordings.

12. During the negotiation of the Agreement, Scantlin was represented byhis manager, Gallo and by Gallo's company, ARG. Scantlin was also representedby his attorney, Steven T. Lowe ("Lowe"). When executing the Agreement,Scantlin appeared before anotary public named Johnnie Vrene Frazier, andScantlm presented his United States passport as proof of his identity. Scantlm alsosigned a document entitled "Wiring Instructions"

13. Pursuant to the Agreement, in February 2014, Cleopatra paid to ARG

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atotal of $45,000, less acommission paid to "Omar Lindsey in exchange for hisservices in brokering this deal," as set forth in the Agreement.

14. Cleopatra has, therefore, performed all of the conditions, covenantsand promises required by it to be performed in accordance with the terms andconditions of the Agreement.

15. Despite the payment of one-half of the advance to him, Scantlin failedto deliver the completed sound recordings by the delivery date, which was May 18,2014. On May 21, 2014, Cleopatra sent formal written notice to Scantlin,informing him that he was in breach of the Agreement. To date, Scantlin has notdelivered the sound recordings, and is still in breach of the Agreement.

16. As aproximate result of Scantlin's breach, Cleopatra has beendamaged in an amount to be proven at trial, but in no event less than $45,000,which is the amount ofmoney that has been paid to Scantlm or his agents pursuant

to the Agreement. In the alternative, Cleopatra has the right to seek an amount thatwould compensate it for the value (both present and future) of the sound recordingsthat Scantlin failed to deliver, in an amount to be proven at trial.

17. In the alternative, Cleopatra seeks specific performance ofthe

Agreement, on the grounds that the sound recordings to be delivered to Cleopatraare ofaunique nature, and that royalties that would be generated therefrom, in thefuture and for the life ofthe copyright in those sound recordings, would be difficult

to calculate.

Ill

SECOND CAUSE OF ACTION

FOR FRAUD

(Against Scantlin, Gallo, ARG, and Fosbenner)18. Plaintiff re-alleges paragraphs 1through 7, and 9 through 15,

inclusive, as if fully set forth.

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19. In orabout January 2014, Scantlin, Gallo and ARG entered into a

scheme by which they intended to defraud Cleopatra. Specifically, Cleopatra is

informed and believes and thereon alleges that at the time that Scantlin entered into

the Agreement, he had no intention of performing it. Defendants, by and throughGallo, made repeated representations to Cleopatra that Scantlin would perform the

Agreement diligently.

20. In reliance on Gallo's representations, andthe fact thatLowe, an

experienced entertainment attorney, represented Scantlin, Cleopatra entered into

the Agreement.

21. Scantlin, thereafter, failed and refused to deliver the sound recordings

by the Delivery Date. In or about early June 2014, Scantlin, Gallo, and ARGenlisted Fosbenner into the fraudulent scheme, and Fosbenner joined the fraudulent

scheme as a co-conspirator.

22. On or about June 13, 2014, Fosbenner called Cleopatra, and stated

that she was Scantlin's co-manager. Fosbenner informed Cleopatra that Scantlin

"had never signed the Agreement," that the whole negotiation of the Agreement, as

well as the Agreement itself, was a scam perpetrated by Gallo and ARG.

Fosbenner said thatGallo had stolen Scantlin's passport, that Scantlin's signature

on the Agreement and the wiring instructions (in which payment was directed to

ARG) was a forgery, and that the notary public "was a friend .of Gallo's," and was

a party to the forgery scheme. Fosbenner also claimed that Scantlin "would never

enter into any contract like" the Agreement, that Scantlin "had not been working

with Gallo for about a year," and that Scantlin "had never met Lowe and never

spoke to Lowe about the Agreement." When Fosbenner was asked whether

Scantlin would be delivering the sound recordings or returning the $45,000 to

Cleopatra, Fosbenner again replied that Scantlin had never signed the deal (despite

his notarized signature), and that ifCleopatra wanted its money back, it would

have to "get it from Gallo," and that Cleopatra "should call the police and put those

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people in jail."

23. The statements ofFosbenner were false, and were intended to cause

Cleopatra to bring legal action against Gallo and ARG, and not Scantlin.24. As a result ofdefendants' fraud, Cleopatra has been damaged inan

amount to be proven at trial, but in no event less than $45,000.

25. In addition, the acts ofdefendants were undertaken with fraud,

oppression, and malice, and Cleopatra is entitled to an award of punitive damages,in an amount to be proven at trial.

IV

THIRD CAUSE OF ACTION

FOR RESCISSION

(Against Scantlin)

26. Plaintiff re-alleges paragraphs 1 through 7, and 9 through 15,

inclusive, as if fully set forth.

27. Cleopatra has discovered that when entering into the Agreement,

Scantlin had no intention ofperforming the Agreement, that is, by delivering sound

recordings to Cleopatra.

28. Therefore, Cleopatra intends that service of this Complaint shall serve

as notice of rescission of the Agreement.

29. By such notice, Cleopatra seeks recovery ofthat which it has given to

Scantlin and his agents, namely, $45,000 and, in return, will restore that which

Scantlin has given to Cleopatra, which is nothing.

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FOURTH CAUSE OF ACTION

FOR MONEY HAD AND RECEIVED

(Against Scantlin, Gallo, and ARG)

30. Plaintiff re-alleges paragraphs I through 7, and 9 through 15

inclusive, as if fully set forth.

31. Pursuant to the facts set forth above, Cleopatra has paid Scantlin,

Gallo, and ARG a total of$45,000 according to the terms of the Agreement.

32. Because Scantlin has failed and refused to perform the Agreement, it

would be inequitable for Scantlm, Gallo, ARG, or any ofthem, to keep any part of

the $45,000 Cleopatra paid to Scantlin.

33. Therefore, Cleopatra seeks recovery ofall payments made to Scantlin,

Gallo, ARG, or any of them, with interest thereon at the legal rate.

WHEREFORE, Plaintiffprays for judgment as follows:

1. On the First Cause of Action, for damages for breach of contract

in the amount of $45,000;

2. On the First Cause of Action, in the alternative, for specific

performance ofthe Agreement, that is, for delivery ofthe sound

recordings promised to Cleopatra;

3. On the Second Cause of Action, for damages for fraud, in an

amount to beproven at trial, but for no less than $45,000;

4. On the Third Cause of Action, for rescission of the Agreement,

and the restitution of the amount paid, in the amount of $45,000;

5. On the Fourth Cause of Action, for restitution of the amount paid,

in the amount of $45,000;

6. For an award of attorneys' fees, pursuant to Civil Code § 1717.5;

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7. For interest on the monies paid by Cleopatra, at the legal rate,

computed from the date that any monies should have been

returned to Cleopatra, or thedate of the breach of contract;

8. For costs of suit incurred; and

9. For such other and further relief as the court should deem jlist and

proper.

Dated: June 23, 2014 By:5GETB.HTRSCH

Attorney for PlaintiffCLEOPATRA RECORDS, INC.

8

Complaint

"^EXHIBiT(|3

Contract M763

Cleopatra Records Inc.31Q/477-40GQ 811041 Santa Monica Blvd. #703 3!<WlW653g_

Los Angeles, CA 90025 •• —~

Cleopatra Records11041 Santa Monica Blvd. PMB#703LosAngeles, CA90025{"Company")

and

Wesley Scantlin, p/k/a Puddle ofMudd1586 Sunset PlazaLosAngeles. CA90069JG@argroup.tv("Artist")

Date: January 30,2014

Recording Agreement between

sound made under this Agreement.rem the inoeptoof reco dtng byany™^ manufacture, and/ormateria!, now known or hereafter devised and Is used o-usefum^JJ"™"^ fag de£ned as aH ioms 0(

hereafter devised.

Artist and Company hereby agree as follows:

Artist wH1l perforSTfourteen (14) Master ^^^XS&SSs'Xn^tl"^ofincorporated herein, to be approved by Company. MMv»Msuch ™£^™™JJOT indMdualtyme songs (see Schedule «A", attached) poniedlbthe arts, ^'^^£^(<leftied beylow) ** wereknown as Puddle of Mudd. Ten (10) of suchRasters shal contain ^pos^nj i ComposiliQns thatpreviously unreleased (the "New ComposU*"<£); "'•kJLf4> *£*AGREES THAT^THE VOCALS ON ALLwere previously recorded and ^^^^..^^^^^^tx^TS^m MAJOR-LABELMASTERS WILL SOUND ^^^^^^^^Wf^JECT ANY MASTERTONE OF THE DESUT ALBUM. AWHSTWa NOT BE DEBJEOJO HAV* wg. R0ED TQ

Page I of6www.cleopatrBrecords.com

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Contract #3763

(S90.000.00) Dollar Advance. "Deliver," "Delivery'' or "Delivered" shali be defined as the actual receipt byCompany of the following materials, by designated FTP upload orin (he format ofa CDR, OVDR, orhard drive: (i)the Master Pro Tools Session, (ii) three (3) vocal takes, dry vocals (no effects), (iii) one (1) completed full leadvocal session ona single .wav file (dry vocals, no effects), (iv) one (1) completed full back-up vocal session onasingle .wav file (dry vocals, no effects), (v) separated vocal files (no more than one vocalist per .wav file), (vl) theBPM orTempo Map It, (vii) CDR or DVOR containing all separate audio files in .wav formats, all beginning fromBar 1 complete with BPM information, (vlii) the original file used by the Licensor as the guideline for the vocalrecording, together with Company's receipt of all materials, consents, approvals, licenses and permissions Inrespect of each Master. Each Master shall be subject to Company's approval as technically and commerciallysatisfactory, and shall not bedeemed Delivered unless and until such approval is given. Only Masters Deliveredin full compliance with the provisions of this Agreement shall be applied in fulfillment of Artist's obligationshereunder.

3. Consideration:(a) As consideration for Artist's agreement to record the Masters, Company agrees to Advance to Artist theamount of Ninety Thousand ($90,000.00) Dollars U.S., minus a five (5%) percent commission to Omar Llndsey inexchange for his services in brokering this deal. The remaining Eighty Five Thousand Five Hundred ($85,500.00)Dollars shall bepayable as follows: 25% within fifteen (15) days ofa hard copy return of this signed Agreement(no scans or faxes will be accepted) (the "Initial Payment"), twenty five 25% percent within fifteen (15) days ofcommencement ofrecording and the balance within fifteen (15) days ofsatisfactory completion of the recordingand Delivery of the Masters, delivery of photos, and delivery of any other elements required hereunder. Artisthereby agrees that the commission to Omar Und3ey. In the amount of Four Thousand Five Hundred ($4,500.00)Dollars shali be paid in full out of Artisfs Initial Payment "Advance" shall be defined as a prepayment ofroyalties Company may recoup Advances from royalties to be paid or accrued to or on behalf of Artist pursuantto this Agreement or any other agreement between Artist and Company, in the event Artist fails to record theMasters by the Oelivery Date. Artist shall be in breach of the agreement and any monies paid to Artist byCompany are to be returned immediately, subject to Paragraph 11 herein.

(b) tn consideration of the rights granted herein. Company agrees to pay to Artist a royalty of nineteen (19%)percent after recoupment of all Advances, guest artist fees, and reasonable production and marketing costs ofthe PPD (Published Price Per Dealer) for Phonograph Records Sold pursuant to this agreement. Fifty (50 A)percent of total marketing costs shall be recoupable hereunder, such costs to be capped at Twen& Jhowand($20 000 00) Dollars With respect to the computation of royalties, "Phonograph Records Sold shall be definedas one hundred (100%) percent of Phonograph Records for which Company has sold and received payment. J*sanv returns The royalty rate on any Phonograph Record embodying Masters hereunder, coupled with otherrecordings, shall be computed by multiplying the otherwise applicable royalty rate by a fraction, the numerator ofwhich Is the number of Masters hereunder embodied on such Phonograph Record, and the denominator of whichIsthe total number of royalty-bearing recordings.

(c) No royalties shall be payable to Artist in respect oft (I) Records given away or furnished on a"no-charge0 orpromotional basis to distributors or dealers, disc jockeys, record reviewers, radio and television networks mobonpicture companies, music publishers, Company's employees, or other customary recipients of promotionalRecords, which Records do not exceed two hundred thirty (230) "no^harge" angles out of every omAousand(1 000) singles distributed, and one hundred fifty (150) albums out of every one thousand albums (1\QQQ)distributed; (It) Records received by Artist from Company on agratis basis; (Ml) Records purchased by Artist fromCompany at less thanwholesale price.

(d) Artisfs royalty account will be credited with fifty (50%) percent of Company's actual Net Receipts on allsubtSns^^^ agreements and other licenses (e.g., master synchronization licenses) 'Net receipts" forsubES and synchronization licenses shall be defined as gross income from applicable sources from theapplicable license, minus any third party commissions.

Artist shall not cJmmeSySSe any other recordings containing the PfJ^^^j^^SJIjJJXdeals, negotiations or agreements with any third parties which may conflict with or undermineL™.sfns2!!!hereunder unSl at least eighteen (18) months after the execution of this Agreement. Should Artist fall to adhereTSZtZu^^M be in breach of the agreement and any monies paid to Artist by Company are to bereturned immediately.

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Contract #3763

5. Grant of Rights:Artist hereby assigns to Company ail right, title and Interest and to all of the results and proceeds of Artistsservices and performances hereunder, including cno hundred (100%) percent of the sound recording copyright inand to the Masters, including all renewals and extensions thereof. Company shall have the perpetual right,throughout the universe, to edit (including all forms of remixing, cutting, splicing, mash-ups, restoration, andmodifications whether now known or hereafter known), bundle, recompile, manufacture, distribute, exploit,market sell, publicly perform, and create derivative works of, the Masters, by any method now or hereafter known(including ail forms of reproductions of sound and/or sound-synchronized visual Images, both analog and digital,whether now known or hereafter devised, including, but not limited to, compact discs, DVDs, cassettes, vinylrecords, streaming, digital storage devices or files, and any other type of data file that can be transferred viaInternet telephone lines, cable lines, satellite, or any other means of transmission, now or hereafter known), andto sell lease license exploit, recompile or otherwise deal in the same under any trademarks, trade names andlabels' Including third'parties and/or sub-licensors, or to refrain from doing same. Artist shall, upon Company'srequest cause to be executed and delivered to Company, transfers of ownership of copyright (and ail renewalsand extensions) In the Masters, and any other documents as Company may deem necessary or appropriate tovest in Company the rights granted to Company in this Agreement. In the event Artist falls to execute any suchdocumentation within five (5) business days after Company's request, Artist hereby Irrevocably appointsCompany the Artist's attorney-in-fact for Ihe sole purpose of executing those transfers of ownership and otherdocuments in Artist's name.

6. Name and Likeness:Company and Company's deslgnees/licensees will have the right, in perpetuity, throughout the universe, l0 useSorpJbTsh Artisfs name, likeness, logo, photograph, or any descriptive and biographical materials;concernsArtist tor the purposes of trade, advertising, marketing, promotion, liner notes, for use in association with any^Sca^Sm^Let^d the general goodwill of Company and its licensees. Artist agrees to supply atKrlT^nSS^n photographs, hereby deemed approved by Artist, and to be approved by Company,foruse inexploitation of the Masters.

7 Publishing Rights andMechanical Royalties: . ,. ^ lin.orfal Artisthereby grants to Company and Company's designees, an irrevocable non-exclusive license, underSovrtah to reproduce and publicly perform each Composition or other material recorded pursuant to thisSeemen/ whlT in whole in part, Is written or composed, and/or owned or controlled, directly or indirectly byArtsffthe""cSld cSnposL s)") on Phonograph Records and to distribute those Phonograph RecordsSLSnui me Sensed Territory Mechanical royalties shall be payable for each Controlled Composition2S o PhoSph R5?sdXnd not returned at ihe rale of seventy five (75%) percent othe mmimumSotvroTaS™teSoui regard to playing time) as of the date of this Agreement. For mteractive streaming1^2$££^™Wto£L). ArUst shall receive a9«?™^J^^&™

^^n!^S^^^iZZSfigSS l^.^^do|Stn orcSZ^Composition^ it shall be the sole responsibility of Company to obta.n all mechanical rights.ftrt Notwithstanding anything in this Agreement to the contrary, with regard to ail New Compositions ;CompanyfKStWp«8nl share in the copyright to these New Compositions and Artist*«™.SSfive <7<5%> percent share. Company shall have the right to administer and exploit the New Compos lionsSeexceedI i^ reiaton 0the Masters, and to execute in Company's name those licenses and agreements

«sshare" of any such income directly from the applicable performmg rights soctety.

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Contract #3763

credits, and reserves against anticipated goods and credits. Company may maintain reserves with respect tothepayment of mechanical royalties, if Company makes an overpayment of mechanical royalties in respect ofCompositions under this Agreement, Company may recoup any such overpayment from all monies becomingpayable toArtist pursuant tothis orany other agreement. Mechanical Royalty payments on Recordssubsequently returnedare consideredoverpayments.

(d) Company and Ifs designees are hereby granted the irrevocable, perpetual, right throughout the LicensedTerritory, atno cost, toreprint the lyrics to the Controlled Compositions on and/or in connection with the jackets,sleeves, and other packaging orPhonograph Records derived from the Masters hereunder, and totransmit,broadcast, or otherwise reproduce such lyrics on, or cause the transmission, broadcast, or other reproduction oflyrics by means ofcybersales orany new technology configurations.

(e) Artist grants to Company and Company's designees, at no cost, an irrevocable license under copyright toreproduce, distribute, and perform each Controlled Composition embodied In the Masters hereunder, or anyportion thereof, for promotional purposes only, on websites maintained by Company orit's licensees.

(f) Notwithstanding the foregoing, if a particular Controlled Composition recorded hereunder is embodied morethan once on aparticular Phonograph Record. Company shall pay mechanical royalties In connection therewith,atthe applicable rate for such Controlled Composition, asif the Controlled Composition concerned wereembodied only once.

8. Accounting:Any payments due by Company to Artist pursuant to this agreement shall be made quarterly in the United Statesand, in U.S. dollars, within one hundred twenty (120) days following the end of every calendar quarter duringwhich Phonograph Records are sold hereunder and each such payment shall be accompanied by astatementsetting forth in reasonable detail the computation of the amount thereof, less all Advances and other chargesunder this Agreement. If Company owes to Artist less than One Hundred Dollars U.S. ($100.00) In royalties, saidamount shall becarried over to the next accounting period. Company shall have the right to retain, as a reserveaqalnst charges, credits, orreturns, such portion of payable mechanical and record royalties asshall bereasonable in Company's best business judgment. Company shall liquidate all reserves ratably over four semiannual accounting periods. Artist or arepresentative on its behalf, shall have the right (at Artist s sole cos andexpense) to inspect the books and records of Company, at reasonable times and atCompany's principal place ofbusiness, solely insofar as said books and records pertain to any moneys payable to Artist hereunder and nomore than once In any twelve (12) month period. Any statement rendered by Company to Artist shall be deemedconclusive and binding unless objected to within two (2) years from the date which Company issues tL If Artistfails to commence suit or proceedings in acourt of competent jurisdiction within the aforesaid two (2) year penod.Artist agrees to thereafter be barred from instituting suit or proceedings in respect to the accounting period inquestion.

Artist shall not, untiTatleastnseven (7) years after the Delivery of the Masters, for any purposes, record, distributeor manufacture copies of any Phonograph Record embodying any Composition, in whole or in part, recorded byLicensor under this agreement. Furthermore, Artist will not license, consent to the use of. or permit the use byany third party of, Licensor's name or likeness for or in connection with the recording of any Composition recordedby Licensor underthisAgreement.

10. Warranties andRepresentations: , «,„ „;„m= «iArtist warrants and represents that Artist has the full right and authonty to grant to Company al of the rights seforth in this agreement free and clear of erry claims, rights and obligations, and that Artist has.not granted,nor w«at env time grant to any third parties, any rights which are inconsistent with the nghts granted to Company mthisagreement Artist indemnifies and holds Company, Company's assignees and licensees, harmlessfrom^anyimages, liabilities, costs, losses and expenses (including legal costs and reasonabe attorneys fees) anslng outof or connected with any claim, demand or action by athird party, which Is the result of abreach by ArtW: ofanyof the warranties, representations or covenants made by Artist in this Agreement Artist agrees to reimburseCompanyTn demand for any payment made by Company, at any time, with respect to any claim, demand or^^ZS^S^M^ applies, to the extent payment is made pursuant to ajudgmento<judUalorder of any kind, or pursuant to asettlement or compromise, and the same has been approved or consented toby Artist in advance in writing (provided such approval or consent Is not unreasonably withheld).

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Contract #3763

11. independent Contractors:Each party hereto shall have the status of an independent contractor hereunder, and nothing in thisAgreementshallconstitute a partnership or jointventurebetweenthe parties, nor is Artist Company'sagent or employee. Noparty is intended to be or will be a third party beneficiary of this agreement Each party hereto shall have thirty(30) days from receipt of notice within which tocureany breachor alleged breachof thisAgreement

12. Notices:Notices toeitherparty to thisAgreement shall be sent to the applicable address on page 1 hereof (unless formalnotice of a new address has been received), postage prepaid, by registered or certified mail, with return receiptrequested. Acopy ofeach notice toCompany shall be sent by regular mail to Evan S. Cohen. ESQ. 1180 SouthBeverly Drive, Suite 510. Los Angeles, CA 90035-1157. Acopy ofeach notice to Artist shall be sent by regularmail to Steven T. Lower, Lowe &Associates. 11400Olympic Blvd., Suite 640, LosAngeles, CA90064.

13. Miscellaneous:This Agreement shall be governed byandconstrued under thelaws oftheStateofCalifornia. This Agreementembodies all therepresentations, terms and conditions ofthe agreement between theparties, and there isnoother collateral agreement, oral orwritten, between theparties in any manner relating to thesubject matterhereof. No alteration, amendment or modification hereof shall be binding, unlessset forth ina writing signed byboth oftheparties hereto. Each party hashad anopportunity to have this Agreement reviewed by an attorney of itschoosing, and haseither done so, orhasknowingly and voluntarily waived their right tosuch attorney. Thisagreement shall be binding upon the parties hereto, and their respective successors and assigns. ThisAgreement shall bedeemed tobejointly drafted, and tothe extent this Agreement isdetermined to contain anyambiguities, theambiguities shall not beconstrued against either party hereto. If any portion ofthis Agreement isheld by any court orother tribunal ofcompetent jurisdiction tobe illegal, invalid, void orunenforceable in suchjurisdiction, the remainder ofthe Agreement will not beaffected, and will begiven full legal effect, without regardto such illegal, invalid, void orunenforceable portion, itIs the intention oftheparties that ifany court construesany portion of this Agreement to beillegal, void or unenforceable because of the duration ofsuch provision or theareaormatter covered by the provision, such court will reduce ormodify theduration ormatter ofsuch provision.

If the foregoing accurately reflects the agreement between the parties, please indicate by signing below.

z //ej/<f

Page 5 of6www.cleopatrarecords.com

Contract #3763

SCHEDULE A - CONTRACT BETWEEN WESLEY SCANTLIN, P/K/A PUDDLEOF MUDDAND CLEOPATRA RECORDS, INC

Advance: $90,000.00

Royalty: 19%

Term: Perpetuity

Territory: Universe

Track List:

1. TBD

2. TBO

3. TBD

4. TBO

5. TBD

6. TBD

7. TBD

8. TBO

9. TBD

10 TBD

11 Blurry*12 Control*

13 She Hates Me

14 Psycho*

Re-records

Page 6 of6www.cleopatTarecords.com

Wesley Scantlin, p/k/a Puddle ofMudd15$$ Sunset Plaza

Los Angeles, CA 90069

Cleopatra Records11041 Santa Monica Blvd. PMB#703LosAngeles,CA80025

Re: Wiring Instructions

February 13,14

To Whom It May Concern:

Ihereby authorize Cleopatra Records, Inc. to make payments pursuant to the recording agreement datedJanuary 30, 2014, Contract #3763 (the "Agreement*), to Artist Representation Group LLC Idirect CleopatraRecords, Inc. to pay al! sums payable to me under the Agreement according to the following wire transferinstructions:

Artist Representation Group LLCAcct 000134670292Routing: 026009593

Iacknowledge that this authorization will only be deemed effective upon the acknowledgement of mysignature by a licensed Notary Public.

ACKNOWLEDGMENT

State ofCalifojhia a J)County of Cffi*^ lU^^i*

cer), personally appeared J__/M «--g-V .<<,/// -f^UJU a\ibasis ofsatisfactory evidence!) be the persoi)(s) whose namefc) Is/efi

*E^f!l o--

Signatun(Sea!)

<6r&\^-^Asu 'IAAjjKjl iui-JjT^*#Jt c.^

xm& WROtE mumtC<m.t 1870761 «{UBMsatseoafr *"

JirComEw.Fan.Miet>*^*W9m*t»*9*m I •••• wC

Page 1of Iwww.cteopatrerecords.com

Ong^L^H^^ on

and acKowK^^^^ executed the same V&mto* authorized capacity***), and that bymSSStSSSS^ *• instrurSt. the person^, or the entity upon behalf of which the personated.executed the instrument

1certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Istrue and correct.

WITNESS my handand official seal.