tame impala

4817-3175-5043.2 1

IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

BMG RIGHTS MANAGEMENT (US), )

LLC, ) Case No. 15-CV-3615 (ER)

)

Plaintiff, )

)

- against- )

)

MODULAR RECORDINGS PTY )

LIMITED, an Australian Proprietary )

Company, Limited By Shares; )

STEVE PAVLOVIC, an Individual; )

UNIVERSAL MUSIC GROUP, INC., )

A Delaware Corporation; UNIVERSAL ) COMPLAINT FOR DAMAGES;

GROUP PTY, an Australian ) DEMAND FOR JURY TRIAL

Proprietary Company, Limited By )

Shares; UNIVERSAL MUSIC )

AUSTRALIA PTY, an Australian )

Proprietary Company, Limited By )

Shares, and DOES 1-10, )

)

Defendants. )

Plaintiff BMG RIGHTS MANAGEMENT (US), LLC (Plaintiff or BMG) files this

Complaint against defendants MODULAR RECORDINGS PTY LIMITED, STEVE

PAVLOVIC, UNIVERSAL MUSIC AUSTRALIA, and UNIVERSAL MUSIC GROUP

(Defendants) to secure damages and injunctive and declaratory relief. Specifically, BMG

claims and alleges as follows:

I.

SUMMARY OF THE CASE

This Complaint seeks legal and injunctive relief for copyright infringement and related

claims arising out of Defendants unauthorized use of Plaintiffs copyright interest in certain

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 1 of 56

musical compositions (the "Musical Compositions") written by Kevin Parker and Jay Watson

(collectively p/k/a "Tame Impala"). These Musical Compositions are embodied on the albums

entitled "Innerspeaker," "Lonerism" and "Tame Impala EP" (the "Albums"). Each of the

Albums has been, and absent an Order from this Court, will continue to be manufactured, sold

and/or distributed by the Defendants.

II. JURISDICTION AND VENUE

1. This Complaint is filed, and this action instituted, under 101, et seq., of the

Copyright Act to recover the damages caused by, and to secure injunctive and declaratory relief

against, the above-named Defendants for their past and continuing violations of 17 U.S.C. 101,

et seq. and common law unfair competition laws, as alleged herein.

2. This Court has original and exclusive jurisdiction over the subject matter of this

action under the Copyright Act 17 U.S.C. 411 and 501. Pursuant to 28 U.S.C. 1367, the

Court has supplemental jurisdiction over the substantially related state law fraud, breach of

contract and unfair competition claims that form part of the same case or controversy.

3. Venue is proper in this District because: (1) Defendants transact business on a

systematic and continuous basis within this District, and may be found here within the meaning

of 28 U.S.C. 1391(b)-(c) 1400; (2) many of the infringing and unlawful acts were performed

and occurred within this District; and (3) this is a judicial district in which the Defendants reside

and/or or may be found.

4817-3175-5043.2 2


III. THE PARTIES

4. Plaintiff BMG Rights Management (US), LLC is a Delaware company, with its

principal place of business at 1745 Broadway, New York, NY 10019.

5. BMG is engaged in the business of acquiring, owning, publishing, administering,

licensing, and/or otherwise exploiting copyrights in musical compositions. Plaintiff invests

substantial sums of money, as well as time, effort and creative talent to acquire, administer,

publish, license and otherwise exploit such copyrights, on their own behalf and/or on behalf of

songwriters and musicians.

6. BMG is the copyright owner, or owner of exclusive rights, under the United

States copyright law with respect to the Musical Compositions contained on the Albums, a

complete list of which is collectively set forth on Exhibit A to this Complaint. BMG has

submitted applications for registration of the Musical Compositions to the United States

Copyright Office.

7. Plaintiff is informed and believes, and thereon alleges, that Defendant Modular

Recordings Pty Limited ("Modular") is an Australian Proprietary Company, Limited By Shares,

with its principal place of business in Sydney, Australia. Plaintiff is further informed and

believes, and thereon alleges that Modular maintains several offices around the world, including

one in the State of New York, within the jurisdiction of this Court.

8. Plaintiff is informed and believes and thereon alleges that Defendant Steve

Pavlovic ("Pavlovic") is an individual whose principal residence is in Sydney, Australia. Upon

information and belief, Pavlovic is the chief executive officer of Modular and exercises

4817-3175-5043.2 3


domination over that company. Upon information and belief, Pavlovic directs and controls

Modular's infringing activities, and profits therefrom Upon further information and belief,

Pavlovic regularly conducts business in the State of New York, and is a co-owner of Defendant

Modular.

9. Plaintiff is informed and believes, and thereon alleges, that Defendant Universal

Music Australia ("UMA") is an Australian Proprietary Company, Limited By Shares, with its

principal place of business in Sydney, Australia. Upon information and belief, UMA is a co-

owner of Modular and exercises domination over that company. Upon further information and

belief, UMA directs and controls Modular's infringing activities and profits therefrom. Upon

further information and belief, UMA is a division of Defendant Universal Music Group, and

maintains an office in the State of New York, within the jurisdiction of this Court.

10. Plaintiff is informed and believes and thereon alleges that Defendant Universal

Music Group ("UMG") is a Delaware corporation with its principal place of business in Santa

Monica, California. Upon information and belief, UMG has released and continues to release

the Musical Compositions as embodied on the Albums or otherwise. Upon further information

and belief, UMG controls Modular's infringing activities and/or profits therefrom. Upon further

information and belief, UMG maintains an office in the State of New York, within the

jurisdiction of this Court.

11. Plaintiff does not know the true names of Defendants designated as Does 1

through 10, inclusive, and therefore sues them by said fictitious names. Plaintiff is informed

and believes that said fictitiously named Defendants are responsible in some manner for

Plaintiff's damage herein, and will amend this Complaint to allege their true names when

ascertained. Plaintiff is informed and believes, and thereon alleges that, in doing the acts

4817-3175-5043.2 4


herein alleged, each defendant was the agent, employee, co-conspirator and/or attorney for

each co-defendant, and each was acting within the scope of said agency and/or employment.

Collectively, Does 1 through 10, Modular, Pavlovic, UMA and UMG are sometimes referred

to herein as the "Defendants."

12. Plaintiff is informed and believes, and thereon alleges, that the individual

Defendants exercised such control and dominion over their co-Defendants so as to make each

the alter ego and instrumentality of the others. As a result, any protection otherwise afforded to

the officers, directors, owners, agents or employees of an Australian Proprietary Company or a

U.S. corporation should be disregarded, and each such company or corporate Defendant should

be rendered by this Court the mere instrumentality and/or alter ego of their co-Defendants.

IV. FACTUAL BACKGROUND

13. BMG owns, administers and/or otherwise controls the Musical Compositions. In

or about March 2014, BMG entered into six separate mechanical license agreements with

Modular pursuant to which BMG granted Modular a non-exclusive license to make and

distribute the Musical Compositions pursuant to Section 115(c)(2) of the Copyright Act. True

and correct copies of those six mechanical license agreements (collectively, the "Agreements")

are attached hereto as Exhibit B.

14. Pursuant to Paragraph 1 of the Agreements, within forty-five days "after the end

of each calendar quarter," Modular was required to "account to [BMG] in detail for the number

of phonorecords [containing the Musical Compositions that Modular had] made and distributed

during said quarter, and. . . [to] pay [BMG] the royalties due [from such sales] at the same

time."

4817-3175-5043.2 5


15. Pursuant to Paragraph 6 of the Agreements, Modular was required to permit BMG

"to inspect, at [Modular's] place of business and during usual business hours, upon written

notice, all books, records and other documents relating to the manufacturing and distribution of

phonorecords pursuant to [those Agreements]."

16. Pursuant to Paragraph 7 of the Agreements, "In the event [Modular] fail[ed] to

account and/or pay royalties to [BMG] as herein provided for, [BMG could] give written

notice . . . that, unless the default [was] remedied within thirty (30) days from the date of such

notice, this license shall terminate without further notice."

17. Further, under that same Paragraph 7, "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."

18. Pursuant to Paragraph 10 of the Agreements, "In the event [BMG is] required to

institute any legal proceedings against [Modular] in connection with this license, in addition to

any damages awarded us, [BMG] shall be entitled to our reasonable, actual outside attorneys'

fees. . . ."

19. Pursuant to Paragraph 15 of the Agreements, Modular further agreed "that all

sums indicated as due and owing on statements rendered hereunder shall bear interest at the rate

of one [percent] (1%) per month from the date due if not paid within thirty (30) days after the

date due and payable."

20. Pursuant to Paragraph 17 of the Agreements, "The validity, construction,

interpretation and legal effect of this license shall be governed by both the Copyright Law [sic]

4817-3175-5043.2 6


of the United States and the laws of the State of New York applicable to contracts entered into

and to be fully performed therein."

21. Despite the obligations set forth in the Agreements, Modular has failed and/or

refused to account to BMG for its sale and distribution of the Musical Compositions since the

inception of the Agreements, and has likewise failed and/or refused to pay royalties due to

BMG in connection with the same.

22. Plaintiff is informed and believes, and thereon alleges, at the time Defendants

entered into the Agreements, they lacked the ability and/or the intention to comply with their

accounting and payment obligations as set forth therein. Plaintiff is further informed and

believes, and thereon alleges, that at the time Defendants entered into the Agreements, they

knew or should have known they lacked the ability and/or the intention to comply with such

obligations.

23. On or about February 11, 2015, BMG sent Modular a notice of breach. A true

and correct copy of that notice is attached hereto as Exhibit C. That notice provides in relevant

part that "despite repeated efforts certain Albums are being distributed by Modular . . . and

Modular's various licensees throughout the United States, its territories and possessions for

which [BMG has] not received proper statements of account and/or proper payments of

mechanical royalties. . . . Modular has failed to tender statements of account and accompanying

payments of mechanical royalties on a regular or systematic basis in material breach of the

applicable mechanical licenses." That notice further demanded that "Modular immediately

cease, desist, and refrain from any further violation of BMG's . . . rights ...in and to the

Compositions. . . ."

4817-3175-5043.2 7


24. Notwithstanding BMG's above-quoted notice of breach, Defendants have failed

to account and/or pay royalties to BMG as required by the Agreements, such that those

Agreements have now terminated due to Modular's uncured breach. Notwithstanding the

foregoing, however, Defendants have continued to distribute the Albums containing the Musical

Compositions throughout the United States either directly or through their licensees in violation

of 17 U.S.C. 101 et. seq.

25. Plaintiff is informed and believes, and thereon alleges, that Defendants directly or

indirectly (by and through their various licensees) have engaged in the above-described conduct

with the actual and specific knowledge of their infringement.

V. FIRST CLAIM FOR RELIEF

(Copyright Infringement Against Modular, Pavlovic and UMA)

26. Plaintiff incorporates paragraphs 1 through 25 herein, as if fully set forth here.

27. BMG owns all applicable rights and privileges in and to Musical Compositions,

and has complied in all material respects with all laws governing those works for purposes of

bringing this lawsuit.

28. In or March 2014, BMG and Modular entered into the Agreements, pursuant to

which Modular obtained non-exclusive mechanical licenses in and to the Musical Compositions

in exchange for its promised payment of licensee fees and compliance with various accounting

obligations.

29. Notwithstanding those promises and obligations, Defendants failed to account to

or to pay BMG for the Musical Compositions they manufactured, sold and /or distributed.

Plaintiff is informed and believes, and thereon alleges, that notwithstanding the foregoing,

4817-3175-5043.2 8


Defendants (individually and through their licensees) have continued to manufacture, sell and/or

otherwise distribute the Musical Compositions either coupled with the Albums or otherwise.

30. Defendants' continued manufacturing, sale and/or distribution of the Musical

Compositions is without license and/or authorization from BMG and constitutes copyright

infringement pursuant to 17 U.S.C. 501 et. seq. Upon information and belief, Defendants'

infringement has been, and continues to be, done knowingly, intentionally, deliberately, and

willfully.

31. Based on the foregoing, BMG seeks damages, fees and costs in an amount subject

to proof at trial pursuant to 17 U.S.C. 504, which amount is currently estimated to equal or

exceed $450,000.00.

32. In addition to the foregoing, Plaintiff is informed and believes, and thereon

alleges, that Defendants' infringing conduct has caused substantial and irreparable injury and

damage in an amount that Plaintiff is not capable of determining, and which will continue to

cause irreparable injury unless restrained, thus leaving Plaintiff with no adequate remedy at law.

BMG accordingly also requests injunctive relief pursuant to 17 U.S.C. 502.

VI. SECOND CLAIM FOR RELIEF

(Copyright Infringement Against UMG)

33. Plaintiff incorporates paragraphs 1 through 32 herein, as if fully set forth here.

34. BMG is informed and believes, and thereon alleges, that Defendant UMG is

selling and/or distributing the Musical Compositions as embodied in the Albums or otherwise

throughout the United States and its territories.

4817-3175-5043.2 9


35. BMG is further informed and believes, and thereon alleges, that Defendant UMG

has continued to sell and/or otherwise distribute the Musical Compositions following Modular's

failure to comply with BMG's notice of breach. Plaintiff therefore is informed and believes,

and thereon alleges, that UMG's continued sale and/or distribution of those Musical

Compositions is without license and/or authorization, and therefore constitutes copyright

infringement pursuant to 17 U.S.C. 501 et. seq. Upon information and belief, UMG's

infringement has been, and continues to be, done knowingly, intentionally, deliberately, and

willfully.

36. Based on the foregoing, BMG seeks damages, fees and costs in an amount subject

to proof at trial pursuant to 17 U.S.C. 504, which amount is currently estimated to equal or

exceed $450,000.00.

37. In addition to the foregoing, Plaintiff is informed and believes, and thereon

alleges, that Defendant's infringement is causing, substantial and irreparable injury, thus leaving

Plaintiff with no adequate remedy at law. BMG accordingly also requests injunctive relief

pursuant to 17 U.S.C. 502.

VII. THIRD CLAIM FOR RELIEF

(Contributory Copyright Infringement Against All Defendants)

38. Plaintiff incorporates paragraphs 1 through 37 herein, as if fully set forth.

39. The Musical Compositions are directly infringed each time Defendants' licensees

manufacture, sell and/or distribute them as embodied in the Albums or otherwise.

40. Upon information and belief, Defendants know of their licensee's infringing

activity, and have induced, caused and/or materially contributed to that activity by, among other

4817-3175-5043.2 10


things, providing copies of the Albums to their licensees, and/or otherwise supplying their

licensees with the means of selling and/or distributing the Musical Compositions to end users.

41. Plaintiff is further informed and believes, and thereon alleges, that Defendants

had the right and the ability to supervise the infringing activity by Defendants' licensees in that,

among other things, Defendants may terminate their licensees' ability to sell the Musical

Compositions as embodied on the Albums or otherwise. Upon information and belief,

Defendants obtained a financial benefit from their licensees' sale and distribution of the Musical

Compositions in that, among other things, Defendants received fees and revenue from their

licensees' sale and distribution of the same.

42. Upon information and belief, Defendants have refused to terminate their

licensee's right to sell and/or distribution of the Musical Compositions notwithstanding

Defendants' breach of the Agreements, and in failing prohibit such post-breach sales and/or

distribution, have materially contributed to their licensees' infringement of the Musical

Compositions.

43. Upon information and belief, Defendants' contributory and vicarious infringement

has been, and continues to be knowing, intentional, deliberate, and willful. Based on this, BMG

seeks fees and costs in an amount subject to proof at trial pursuant to 17 U.S.C. 504, which

amount is currently estimated to equal or exceed $450,000.00.

44. In addition to the foregoing, Defendants' secondary-infringement has caused

substantial and irreparable harm to BMG, and will continue to cause such injury unless

restrained, thus leaving Plaintiff with no adequate remedy at law. BMG accordingly also

requests injunctive relief pursuant to 17 U.S.C. 502.

4817-3175-5043.2 11


VIII. FOURTH CLAIM FOR RELIEF

(Breach of Contract Against Modular)

45. Plaintiff incorporates paragraphs 1 through 44 herein above and each allegation

therein as if fully set forth herein.

46. As set forth in the Agreements, BMG granted Modular a right to make and

distribute phonorecords containing the Musical Compositions in exchange for Modular's

promise to account for and pay royalties on those works following the end of each calendar

quarter. Modular breached the Agreements by failing to comply with these obligations, and

furthermore failed to cure that breach when BMG notified Modular in writing of the same on or

about February 11, 2015.

47. BMG has performed all of its obligations under the Agreements other than those

for which performance was excused due to Modular's breach. BMG has been harmed as a

direct and proximate result of Modular's conduct as set forth above and based thereon has

suffered damages in an amount subject to proof at trial, but currently estimated to equal or

exceed $450,000.

IX. FIFTH CLAIM FOR RELIEF

(Fraud - Fraudulent Inducement Against Modular)



49. When entering into the Agreements, Modular, by and through its agents,

affirmatively represented to BMG that Modular would account to and pay BMG for all

4817-3175-5043.2 12


phonorecords containing the Musical Compositions that Modular and its licensees made, sold

and/or distributed during the prior calendar quarter.

50. The foregoing representations by Modular were material in that BMG would not

have entered into the Agreements absent Modular's affirmative representation that it had the

capacity to, and would, account to and pay BMG as set forth above. Moreover, Modular's

representations were knowingly false and/or made without a reasonable basis for believing them

to be true. In truth, Modular lacked the ability, financially or otherwise, to comply with its

accounting and payment obligations, and yet failed to inform BMG of this when entering into

the Agreements.

51. BMG reasonably and justifiably relied on the Modular's misrepresentation or

omission of fact, and indeed it was precisely such misrepresentation or omission of fact that

induced Plaintiff to enter into the Agreements.

52. Plaintiff is informed and believes, and thereon alleges, that Modular knew or

should have known that its misrepresentation or omission of fact were false. Modular

nonetheless intended to induce BMG's reliance on such misrepresentation or omission of fact.

53. As a result of BMG's reliance on Modular's misrepresentation or omission of

fact, BMG has been injured in an amount subject to proof at trial, but currently estimated to

equal or exceed $450,000.

X. SIXTH CLAIM FOR RELIEF

(Common Law Unfair Competition Against All Defendants)



4817-3175-5043.2 13


55. Defendants' conduct as set forth above constitutes common law unfair

competition with Plaintiff under the common law of the State of New York.

56. Defendants' above-stated common law unfair competition has caused, and unless

enjoined by this Court, will continue to cause, Plaintiff to sustain irreparable damage, loss and

injury for which Plaintiff has no adequate remedy at law.

XI. SEVENTH CLAIM FOR RELIEF

(Accounting Against Modular) 57. Plaintiff incorporates paragraphs 1 through 56 herein above and each allegation


58. As set forth above, pursuant to Paragraph 1 of the Agreements, Modular was

entrusted with a duty to account for money owing to BMG. As further set forth above,

Paragraph 6 of the Agreements provides that Modular is required to permit BMG "to inspect, at

[Modular's] place of business and during usual business hours, upon written notice, all books, records and other documents relating to the manufacturing and distribution of phonorecords

pursuant to [those Agreements]." 59. In light of the foregoing, on or about April 21, 2015, BMG demanded an

inspection of Modular's books and records in compliance with Paragraph 6 of the Agreements.

60. Notwithstanding the foregoing, on or about May 7, 2015 Modular's counsel led

BMG to understand and believe that Modular would not comply with BMG's demand for an

inspection. Accordingly, upon information and belief, Modular either is currently refusing to

allow BMG to inspect its books and records, or soon intends to refuse BMG's demand for an

inspection despite the express language of Paragraph 6 to the Agreements, so as to presently

justify this claim for relief. 61. In light of the foregoing, no adequate legal remedy exists to address Modular's

refusal to allow an inspection of its books and records. 4817-3175-5043.2 14


XII. PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment as follows:

1. On the First, Second and Third Claims for Relief, for actual damages in an

amount currently estimated to equal or exceed $450,000 according to proof, based upon 17

U.S.C. 504;

2. On the Fourth and Fifth Claims for Relief, for damages in an amount currently

estimated to equal or exceed $450,000 according to proof;

3. On the First, Second, Third, Fourth and Sixth Claims for Relief, for an Order

requiring that Defendants, and each of them, their officers, agents, servants, employees, licensees

and all persons, firms, corporations, and associations in active concert or participation with them,

be enjoined during the pendency of this action and permanently from, manufacturing, selling,

distributing, or in any way using or transferring the Musical Compositions;

4. On Seventh Claim for Relief, for an Order requiring that, on or before a date to be

determined by this Court, Modular permit BMG to inspect, at Modular's place of business and

during usual business hours, all books, records and other documents relating to the

manufacturing and distribution of phonorecords pursuant to the parties' Agreements;

5. On all Claims for Relief, for an award of pre judgment and post judgment interest

from the date of the breaches and unlawful conduct, attorneys fees pursuant to contract and costs

of this action against all Defendants; and

6. For any further relief the Court should deem just and proper.

4817-3175-5043.2 15


By:

DEMAND FOR JURY TRIAL

Pursuant to Federal Rule of Civil Procedure 38, Plaintiff BMG RIGHTS

MANAGEMENT (US), LLC hereby demands a trial by jury in the above-captioned action of all issues triable by jury. DATED: New York, New York

May 7, 2015

LEWIS BRISBOIS BISGAARD & SMITH LLP

Peter T. Shapiro Elior D. Shiloh Jonathan S. Pink (admission pro hac vice to be sought) Attorneys for Plaintiff BMG RIGHTS MANAGEMENT (US), LLC 77 Water Street, 21st Floor New York, New York 10005 212-232-1300 Peter.ShapiroOdewisbrisbois.com Elior.shiloh(i_Oewisbrisbois.com [email protected]

4817-3175-5043.2 16


BIT "A" E


Schedule A - .. 1, 1 -

Song: Writers: Publishers: Song % Timing:

Ues'es Be, Desire Go Parker BMG Gold Songs (ASCAP) obo BMC Rights 00:04:26 100% Management (UK) Ltd.

Alter Ego Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:04:47 100% Management (UK) Ltd.

Lucidity Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:31 100% Management (UK) Ltd.

Why Won't You Make Up Parker HMG Gold Songs (ASCAP) obo BMG Rights 00:03:19 100'4 Your Mind? Management (UK) Ltd.

Solitude Is Bliss Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:03:55 100% Management (UK) Ltd.

Jeremy's Storm Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:C5:28 100% Management (UK) Ltd.

Expectation Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:06:02 100% Management (UK) Ltd.

The Bold Arrow 01 Time Parker 8MG Gold Songs (ASCAP) obo WAG Rights . 00:03:48 100% Management (UK) Ltd.

. .

I Don't Really Mind Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:03:45 100% Management (UK) Ltd.

It's Not Meant To Be , Parker 8MG Gold Songs (ASCAP) obo CMG Rights Management (UK) Ltd.

00:05:21 100%

Runaway, Houses, City, Clouds

Parker 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:07:15 100%

Desire Be, Desi:e Go Parker 8MG Gold Songs (ASCAP) obo 8MG Rights 00:04:28 100% Management (UK) LW.

Alter Ego Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:04:47 100% Management (UK) Ltd.

Lucidity Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:31 100% Munagement (UK) Ltd.

Why Wont You Make Up Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:03:19 100% Your Mind? Management (UK) Ltd.

Solitude Is Bilss Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:03:55 100% Management (UK) Ltd.

Jeremy's Storm Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:05:28 100% Management (UK) Ltd.


Expectation Parker 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:06:02 100%

The Bold Arrow 01 Time Parker BMG Gold Songs (WAY) obo BMG Rights Management (UK) Ltd.

00:03:48 100%

I Don't Reny Mind Parker 8MG Gold Songs (ASCAP) obo BM Rights Management (UK) Ltd.

00:03:45 100%

we Not Meant To 8e Parker 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:05:21 100%



00:07:15 100%


Schedule A

Song: Writers! Publishers:. Song : 14,

Timing: Desire Bo, Destro Go Porker BMG Goki Songs (ASCAP) obo BMO Rights 00:04:26 100% AUUM71600132 Management (UK) Ltd.

Alter Ego Parker 13111G Gold Songs (ASCAP) obo BMG Nights 00:04:47 100% AUUM71000133 Management (UK) Ltd.

Lucidity Parker 13M0 Gold Songs (ASCAP) obo BMO Rights 00:04:31 100% AUUM71003134 Management (UK) Ltd.

Why Won't You Make Up Your Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:03:19 100% Mind? Management (UK) Ltd. AUUM71000135 Solitude Is Bliss Parker BMG God Songs (ASCAP) obn BMG Rights 00:03:55 100% AUUM71000138 Management (UK) Ltd.

Jeremy's Stonn Parker BMG Gold Scngs (ASCAP) obo BMG Rights 00:05:28 103% AUUM71000136 Management (UK) Ltd.

Expectation Parker BMG Gold Songs (ASCAP)obo BMG Rights 00:00:02 100% AUUM71000139 Management (UK) Ltd.

The Bold Mort Or Mow Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:24 100% AUUPA71000140 Management (UK) Ltd.

I Don't Really Kind Parker BMG Gold Songs (ASCAP) obo BlVr3 Rights 00:03:47 ' 100% AUUM71000142 Management (UK) LW.

It's Not Meant To Be Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:05:21 100% AUUM71000131 Management (UK) Ltd.

Runaway, Houses, City. Clouds Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:07:15 100% AUUM71000141 Management (UK) Ltd.

Desire Be. Desire Go Parker BMG Gold Songs (ASCAP) obo WAG Rights 00:04:26 100% AUUM71000132 Management (UK) Ltd.

Alter Ego Parker BMG Gold Songs (ASCAP) obo WAG Rights 00:04:47 100% AUUM71000133 Management (UK) Ltd.

Lucidity Parker WAG Gold Songs (ASCAP) obo EIMG Rights 0004:3f 100% AUUM71000134 Management (UK) Ltd.

Why Want You Make Up Your Parker BPAG Gold Songs (ASCAP) obo MG Rights 00:03:19 100% Mind? Management (UK) Ltd. AUUM71000135 Solitude Is Bliss Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:03:55 100% AUUM71000130 Management (UK) Ltd.

Jeromy's Storm Parker BMG Gold Songs (ASCAP) oho WO Rights 00.05:28 100% AUUM710001313 Management (UK) Ltd.

Expectation Parker BMG Gold Songs (ASCAP) obo WAG Rights 000G:02 100% AUUM71000139 Management (UK) Ltd.


The Bold Mow Of Thhe Parker AUUM71000140

BMG Gold Songs (ASCAP)obo BMG Rights 00:04:24 100% Management (UK) Ltd.

I Don't Realty Mind Parker BUG Gold Songs (ASCAP) obo BMG Rights C0:03:47 100% AUUM71000142 Management (UK) Ltd.

Ire Not Meant To Bo Parker AUUM71000131

BMG Gold Songs (ASCAP) obo 8MG Rights

00:05:21 100% Management (UK) Ltd.

Runaway, Houses. aly, Clouds

Parkor BMG Gold Songs (ASCAP)obo BMG Rights 00:07:15 1CO% AUUM71000141 Management (UK) Ltd.

Island Wafting Parker AUUM71000137

Why Won't You Make Up Your Parker Mind? AUUM71100028 Why Wont You Make Up Your Packer Mind? AUUM71100025 Why Won't Yeti Make Up Your Parker Mind? AUUM71100024 Solitude 16 Bliss Parker AUUM71000535

Solitude Is Bliss Parkor AVUM71000537

BMG Gold Songs (ASCAP) obo 0M0 Rights

00:03:05 100% Management (UK) Ltd.

BMG Gold Songs (ASCAP) obo BMG Rights 00:04:15 100% Management (UK) Ltd.

8MG Gold Songs (ASCAP) obo BMG Rights 00:08:14 100% Management (UK) Ltd.

BMG Gold Songs (ASCAP) obo 8MG Rights 00:08:14 . 100% Management (UK) Ltd.

BMG Gold Songs (ASCAP) obo WAG Rights 00:03:55 100% Management (UK) Ltd.

BMG Gold Songs (ASCAP) obo BMG Rights 00:04:22 100% Management (UK) ltd.

Solitude Is Bliss Parker BMG Gold Songs (ASCAP) obo BUG Rights 00:04:55 100% AUUM71000638 Management (UK) Ltd.

Solitude Is Eitiss Parker AUUM71000138

BMG Gold Songs (ASCAP) Wei BUG Mats 00:03:49 100% Management (UK) Ltd.


Schedule A

Song: i Writers: Publishers: Song .

14 Thing: 1 .

. .,. .

Desire Bo, Desire Go Parker 8MG Gold Songs obo 8MG Rights Management (UK) 00:04:07 100% AUUM70601198 Ltd.

Skeleton Tiger Parker 8MG Gold Songs obo 8MG %his Management (UK) 00:04:25 100% AUUM70801192 Ltd.

Half Full Glass Of YVIna Parker 8MG GoId Songs obo BMG Rights Management (UK) 00:04:26 100% AUUM70801193 Ltd.

11 Mosquitoes Plying In Parker BMG Gold Songs olio BMG Rights Management (UK) 00:04:17 100% ' Formation Ltd. AUUM701101194

Slide Through My Fingers Parker BMG Gold Songs obo BMG Rights Management (UK) 00:03:20 100% AUUM70601195

Ltd.

Wander Nike( 8MG Gold Songs obo BMG Rights Management (UK) 00:05:14 100% AUUM70801101 Ltd.


Schedule A

Song; Writers: : Publishers: Song % . . . . . . . ... . .

, . Timing: Desire Be, Desire Go Parker .BMG BMG Gold Songs obo Rights 00:04:07 100%

Skeleton Tiger Parker

Management (UK) Ltd,

BMG Gold Songs be BMG Rights 00:04:25 103% Management (UK) Ltd.

Half Full Glass Of Wine Parker MG Gold Songs obo 8MG Rights 00:04:28 100% Management (UK) Ltd.

41 Mosquitoes Flying In Parker 8MG Gold Songs obo BMG Rights 00:04:17 100% Formation Management (UK) Ltd.

Slide Through My Fingers Parker 8MG Goad Songs obo BMG Rights 00:03:20 100% Management (UK) Ltd.

Wander Parker 8MG Gold Songs obo BMG Rights 00:05:14 100% Management (UK) Ltd.

..


Schedule A . .. . ..

PAGE 1 of 2 i Song: Writers: Publishers: Song %

Timing: Be Above It Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:03:22 100%

Management (UK) Ltd.

Enders Tot Parker BMG Gold Songs (ASCAP) obo 8MG RightS 00:03:07 100% Management (UK) Ltd.

Apocalypse Dreams Parker/Watson BMG Gold Songs (ASCAP) obo BMG Rights 00:05:57 100% Management (UK) Ltd.

Mind Koehler Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:32 100% Management (UK) Ltd.

Music To Welk Homo By Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:05:12 100% Managemert (UK) Ltd.

Why Won't They Talk To Me? Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:46 100% Management (UK) Ltd.

Feels Like We Only Go Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:03:13 100% Backwards Management (UK) Ltd.

Keep On Lying Parker BMG Gold Songs (ASCAP) obo 8MG Rights 100:05:66 100% Management (UK) Ltd.

Elephant ParkerNValson 8MG Gold Songs (ASCAP) obo WAG Rights 00:03:33 100% Management (UK) Ltd.

She Just Won't Believe Me Parker 8MG Gold Songs (ASCAP) obo BMG RIghts 00:00:57 100% Management (UK) Ltd.

Nothing That Has Happened Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:06:01 100% So Far Has Been Anything Management (UK) Ltd.

Sun's Ccming Up Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:05:20 100% Management (UK) Ltd.

Be Above it Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:03:22 100% Management (UK) Ltd.

Enders Tot Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:03:07 100% Management (UK) Ltd.

Apocalypse Dreams ParkerANalson 8MG Gold Songs (ASCAP) obo BMG Rights 00:05:57 100% Management (UK) Ltd.

Mind Mischief Porker BMGONd Songs (ASCAP) obo BMG Rights 00:04:32 100% Management (UK) Ltd.

Music To Welk Home By Parker 8MG Gold Songs (ASCAP) obo HMG Rights 00:05:12 100% Management (UK) Ltd.


Why Won't They Talk To Me? Parker BMG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:04:46 100%

Feels Like We Only Go Backwards

Porker BMG Gold Songs (ASCAP) obo 8MG Rights Management (UK) Ltd.

00:03:13 100%

Keep On tying Rooker BMG Gob Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:05:55 100%

Elephant Parker/Watson 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:03:33 100%

She Just Won't Believe Me Parker 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) Lld.

00:00:57 100%

Nothing Thal Has Happened So Far hiss Seen Anything

Parker 8MC3 Gold Songs (ASCAP) obo WAG Rights Management (UK) Ltd.

00:08:01 100%

Sun's Coming Up Parker 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:05:20 100%


Song:

Be Abovo II AUUM71200487 Endors Tot AUUM71200488 Apocalypse Dreams AUUM71200489 Mind Mischief AUUM7120D490 Music To Walk Homo By AUUM71200491 Why Wont They Talk To Mo? AUUhi71200492 Feats Like We Only Go Backwards AUUM71200493 Keep On Lying AUUM7 t 200494 Elephant AUUM/1200495 She Jusl Won't Believe Me AUUM71200498 Nothing That Has Happened So Far I toe Been Anything AUUM71200497 Sun's Coming Up AUUM71200498 Mind Mischief AUUM71300143 Mind Mischief AUUM71300144 Be Above It AUUM71200487 Endors Tol AUUM71200488 Apocalypse Dreams AUUM71200489 Mind Mischief AUUM71200490 Music To Walk Homu By AUUM71200491 Why Wont They Talk To Mo? AUUM71200492 Feels Lace We Only Go Backwards AUUM71200493 Keep On Lying AUUM71200444 Elephant AUUM71200495 She Just Won't Believe Me AVUM71200498 Nothing That Has Happened So Far Has Been Anything

Wrltore:

Porker

Parker

ParkeriWalson

Parker

Parker

Parker

Porker

Parker

ParkenWalson

Parker

Parker

Parker

Parker

Parker

Parker

Parker

Parker/Watson

Parkor

Parker

Parker

Parker

Parker

Parker/Watson

Parker

Parker

BMG Gold Songs obo Ltd.

BMG Gold Songs obo Ltd. BMG Gold Songs obo Ltd. RUG Gold Songs obo Ltd. BUG Gold Songs obo Ltd. BMG Gold Songs obo Ltd. BMG Gold Songs obo Ltd. BMG Gold Songs obo Ltd. BUG Gold Songs obo ltd. 8110 Gold Songs obo Lid.

BMG Rights Management (UK)

BMSG Rights Management (UK)

BMG Rfghts Management (UK)

WAG Rights Management (UK)

8MG Rights Management (UK)



MG Rights Management (UK)

BUG Rights Management (UK)


Song .%

Timing: 00:03:22 ; 100%

00:03:07 100%

00:06:5/ 100%

00:04:32 100%

00:05:12 100%

00:04:48 100%

00:03:13 100%

00:05:55 100%

00:03:31 100%

00:00:57 100%

00:06:01 100%

00:05:20 100%

00:10:40 100%

00:05:12 100%

00:03:22 100%

00:03:07 100%

00:05:57 100%

00:04:32 100%

00:05:12 100%

00:04:413 100%

00:03:13 100%

00:05:55 100%

00:03:31 100%

00:00:57 100%

00t8:01 100%

Schedule A

PrMlishers:

BMG Gold Songs obo BMG Rights Management (UK) Ltd. BMG Gold Songs obo 8MG Rights Management (UK) Ltd. 8MG Gold Songs obo BUG Rights Management (UK) Ltd. BMG Gold Songs obo BMG Rights Management (UK) Lid.

BMG 0016 Songs obo 8MG Rights Nlanapoment (UK) Lid. 8MG Gold Songs obo BMG Rights Management (UK) Ltd. BMG Gold Songs obo 8MG Rights Management (UK) Ltd.

BMG Gold Songs obo 8MG Rights Management (UK) Ltd. 8MG Gold Songs obo BMG Rights Management (UK) LW. MG Gold Songs cbo BMG Rights Management (UK) Ltd. BMC Gold Songs obo 8MG Rights Management (UK) Ltd.

BMG Gold Songs obo WAG RIghls Management (UK) Ltd. BMG Gold Songs obo WAG Rights Managoment (UK) Ltd. BMG Gold Songs obo BUG Rights Management (UK) Ltd. WO Gold Songs obo Bk4G Rights Management (UK) LW.


AUUM71200497

Sun's Coming Up AUUM71200408

Parker BMG Gold Songe obo BMG Rights Management (UK) Ltd.

00:05:20 100%

Lad Zeppelin AUUM71200499

Parker BMG Gold Songs obo BMG Rights Management (UK) Ltd.

00:03:08 100%

Mind Mischief AUUM71200490

Parker BMG Goid Songs obo BMG Rights Management (UK) Ltd.

00:04:32 100%


Parker BMG Gold Songs obo (WC Rights Management (UK) Ltd.

00:10:48 100%


Porker BMG Gold Songs obo 8MG Rights Management (UK) Ltd.

00:05:12 100%

Feels Like We Only Go Backwards AUUM71200403

Porker BMG Gold Songe obo 0MG Rights Management (UK) Ltd,

00:03:13 100%

Feels I Ike We Only Go Backwards AUUM71201172

Paikor BMG Gold Songs obo 8MG Rights Management (UK) Ltd.

00:03:15 100%

Feels Like We Orgy Go Backwards AUUM71201173

Parker BMG Gold Songs obo 8MG Rights Management (UK) Ltd.

00:04:23 100%

Elephant AUUM71209495

. .

Paiker/Welson MG Gold Songs obo BMG Rights Management (UK) Ltd.

00:03:31 100%


ParkeriWalson BMG Gold Songs obo BMG Rights Management (UK) ' Ltd.

00:05:30 . 100%


PerkerNVatson BMG Gold Songs obo BMG Rights Management (UK) Ltd.

C0:07:20 100%


Schedule A

Song: Writori: Publiahera: Song 76 Timing: j

Be Above It Porker BMG Gold Songs obo BMG RIghts Management (019 00:03:22 100% AUUM7120C487 Ltd. Eudora Toi Parker BMG Gold Songs obo BMG Rights Management (UK) 00:03:07 100% AUUM71200488 Ltd. Apocalypse Dreams ParkerNValson BMG Gold Songs cbo 8MG Rights Managemont (UK) 00:06:61 100% AUUM71200489 Ltd. Mind Mischief Parker BMG Gold Songs obo BMG Rights Management (UK) 00;04:32 100i AUUM71200490 Ltd. Muslc To Walk I come By Parker BMG Gold Songs obo 8MG Rights Management (UK) 00:05:12 100% AUUM71200491 Ltd. Why Wont They Talk To Mo? Parker BMG Gold Songs obo WAG RIghts Management (UK) 00:04:413 100% AUUM71200492 Ltd. Feels Like We Only Go Parker BMG Gold Sor.gs obo WAG Rights Management (UK) 00:03:13 100% Backwards Ltd. AUUM71200403 Keep On Lying Parker BMG Gold Songs obo 8MG Rights Manngemont (UK) CO:05:55 100% AUUM7 t 200494 Ltd. Elephant PatkerANalson BMG Gold Songs obo BMG flights Management (UK) 00:03:31 100% AUUM71200495 LW. She Just Won't Believe Me Parker 6MG Gold Songs cbo DMO RIghts Management (UK) 00:00:67 100% AUUM71200490 Ltd. Nothing That Has ilappaned Parker BMG Gold Songs obo BM() Rights Management (UK) 00:06:01 100% So Far I las Been Anything Ltd. AUUM71200497 Sena Coming Up Parker 8leK3 Gold Songs obo 8MG High's Management (UK) 03:05:20 109% AUUM71200498 Ltd. Mind Mischief Parkor 8MG Gold Songs obo BMG Rights Management (UK) 00:10:48 103% AUUM71300143 Ltd. Mind Mischiot Parker 8MG Gold Songs obo BMG Rights Management (UK) 110:05:12 : 100% AUUM71300144 Ltd. Be Above II Parker BMG Gold Songs obo 8MG RIghts Management (UK) 00:03:22 100% AUUM71200487 Ltd. Endors Tel Packer 8MG Gold Songs obo ENO RIghts Management (UK) 00:03:07 100% AUUM71200488 Ltd. Apocalypse Dreams Per kor/VValson 8MG Gold Songs obo BMG Rights Management (UK) 00:05:57 100% AUUM71200409 Ltd. Mind Mischief Parker 8MG Gold Songs obo 8MG Rights Management (UK) 00:04:32 100% AUUM71200490 Ltd. Music To Walk Homo By Packer 6MG Gold Songs obo 8MG Rights Management (UK) 00:05:12 100% AUL11.47120041)1 Ltd. Why Worn' They Talk To Mo? Parker WO Gold Songs obo BMG Rights Management (UK) 00:04:46 100% AllUtA71200492 Lid. Fools Lase We Only Go Parker BMG Gold Songs obo BMG RIghts 1.4anagemont (UK) 00:03:13 100% Backwards Ltd. AUUM71200493 Keep On Lying Parker 8MG Gold Songs obo BMG Rights Management (UK) 00:05:55 100% AUUM71200494 Ltd. Elephant Parker/Walson CMG Gold Songs obo 8MG Rights Management (UK) 00:03:31 100% AUUM71200495 Ltd. She Just Won't Behove Me Parker BMG Gold Songs obo BMG Rights Management (UK) 00:00:57 100% AUUM71200408 Ltd. Nothing That Has Happened Parker BMG Gold Songs obo 8MG Rights Management (UK) 00:08:01 100% So Far Has Been Anything Ltd.


AUUM71200407

Sun's Corning Up AUUM71200408

Parker 81dt3 Gold Songs obo BMG Rights Management (UK) Ltd.

00:05:20 100%

Led Zeppelin AUUM71200409

Parker 0fs10 Gold Songs obo 8MG Rights Management (UK) Lid.

00:03:08 ,100%

Mind Mischlel AUUM71200490

Pa:ter BUG Gold Songs obo 8MG Rights hiansgement (UK) Ltd.

00:04:32 100%

Mind Mischlet AUUM71300143

Parker BMG Gold Songs obo BMG Rights Management (UK) Ltd.

00.10:48 100%


Parker 0MG Gold Songs obo BMG Rights Management (UK) Ltd.

00:05:12 100%

Feels Like We Onh/ Go Backwards AUUM71200493

Parker BMG Gold Song; obo 8MG Rights Management (UK) Ltd.

00:03:13 ' 100%

Feels t Ike We Only Go Backwards AUUM71201172

Parker BMG Gold Songs obo BMG Rights Management (UK) LW.

00:03:15 100%

Feels Like We Only Go Backwards AUUM71201173

Parker BMG Gold Songs obo 8M0 Rights Management (UK) Ltd.

00:04:23 100%


. .

ParkerrWalson 131A0 Gold Songs obo BMG Rights Management (UK) Ltd.

00:03:31 100%


PadcdrAn/alson 8MG Gold Songs obo 8110 Rights Management (UK) Ltd.

00.05:30 100%


Parker/Watson ONO Gold Songs obo BMG Rights Management (UK) Ltd.

C0:07:20 100%


H B T


BrnS plc CHRYSALIS)

TO: LICENSE NUMBER: USMEC-4030 Modular Recordings DATE: 03/03/2014

do Carroll, Guido & Crofton, LLP 5 Columbus Circle, 20''' Floor New York, NY 10019 Attn: Kelly Irene Corson

You have advised us, as publisher, that you wish to obtain a non-exclusive mechanical license to make and distribute phunorecords of the copyrighted work listed below, under the mechanical license provision of Section 116 (c) (2) of the Copyright Ad.

SONG TITLE: See Schedule A WRITERS: See Schedule A PUBLISHER: See Schedule A RELEASE TITLE: lnnerSpeaker ARTIST: Tame Impala RECORD LABEL: RECORD I: MODCD 120; MODVL 128 FORMAT: CD; VNL RELEASE DATE: 08/08/2010, 06108/2010 TIME OF RECORDING: See Schedule A ROYALTY RATE: .0620

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 mechanical license provision of tho Copyright Act, after phonorecords of the copyrighted work have been distributed to the public In the United States, provided that:

1. Within forty-five (46) days after the end of each calendar quarter, you shall account to us In detail for the number of phonorecords made and distributed during said quarter, and shall pay us the royalties due at the same lime. Such accounting shall be submitted In an electronic data format such as Excel (.xis or Asir), commaseparated values (csv), or text file (.txt) to rLayallies.uspbmq.com. A royalty template wit be provided upon request.

2. This mechanical license covers and Is limited to one particular recording of said copyrighted work as performed by the artist and on the phonorecord number klentihed above and this mechanical license does not supersede nor in any way affect any prior agreements now In effect respecting mechanical reproduction or other uses of said copyrighted work.

3. VVilh respect to all such phonorecords manufactured and sold In the United Slates for domestic sales, the royally rate hereunder shall be controlled at len (10) x 75% of the minimum statutory rate in effect at the lime of the release of the applicable album pursuant to the agreement between Modular Recordings Pty Limited and Kevin Parker. Jay Watson and Dominic Simper, dated November 12, 2000.

4. This license Includes the privilege of making a musical arrangement of the copyrighted work to the extent necessary to conform II to the style or manner of Interpretation of the performance Involved but the arrangement made (I) may not change the basic melody or fundamental character of the copyrighted work. (i1) shall not be subject to protection under the Copyright Act by you as a derivative work, and (Iii) all copyrights end other rights In and to arty such arrangement shall automatically vest In the owners of the copyrighted work upon the creation of such arrangement.

5. If more than one musical work Is licensed hereunder, each such license of each such work shall be for at purposes treated as if (and deemed to be) a separate license and, without In arty way limiting the foregoing, there shall bo no right of offset between such licenses or otherwise In connection herewith.

6. You shall permit us. our chartered accountant or certified public accountant. or any other representative of ours, within thirty (30) days from the date of written notice, to Inspect, at your place of business and during usual business hours, upon written notice, all books, records and other documents relating to the manufacturing and distribution of phonorecords pursuant lo this license. We shall have the right to make copies of such books, records and other documents as same may relate to the subject matter of this license. The cost of such audit shall be our responsIbility. Notwithstanding the foregoing, or anything set forth to the contrary in this license, if any such audit reflects an underpayment to us of ten (10%) percent or more for the periods audited: (I) you shall pay the costs of such audit plus Interest on any sums due at the prime rate al leading New York City banks al the lime; and (II) we shall have the right to terminate this license Immediately by giving written (lace to you. We shall ncl have the right to examine your books, records and other documents more than once per catendar year, nor once per slotemenl.


Accepted and Agreed To: Modular Recordings BMG RICt ITS MANAGEMENT (US). LLC

BY AN AUTHORIZED SIGNATORY AN AUTHORIZED SIGNATO

Tax ID #20-405534 3

7. in the event you fail to account endfor pay royalties to us as herein provided for, we may give written notice to you that, unless the default Is remedied within thirty (30) days from the date of such notice, this license shall terminate without further nonce. Such termination shalt render either the making or the distribution, or both, of all phonerecorde for which royalties have not been paid, actionable es acts of Infringement under, and fully sub;ect to the remedies provided by the Copyright Acl. Notwithstanding revocation of the license, you shall remain liable to us for all monies previously SCCived hereunder.

8. Yov need not serve or file the notices required by the Copyright Act.

9. This license Is limited to the United Slates, its territories and possessions and specifically excludes those phonorecorda manufactured and sold In the United Stales for export.

10. In the event we are required to Institute any legal proceedings against you In connection with this license, in addition to any damages awarded vs. we shall bo entitled to our reasonable, actual outside attorneys' fees, and you shall abide by any ruling made by the Court with respect to the payment of costs and reasonable attorneys' fees In connection therewith.

11. This license sots forth the entire agreement between the parties and may only be modified or amended by means of a written amendment, designated as such and signed by one of our authorized signers.

12. Neither this license or any of the rights granted to you hereunder may be assigned by you to any party without our prior written consent, but we may assign this license and/or any of the rights granted to us hereunder at any time end for any reason.

13. You agrco that our total liability and the total !Willy of the owner(s) of the copyrighted work shall not exceed, under any circumstances the royalties paid to us pursuant to this license.

14. This license shall be binding upon the earlier of your countersigning al least one copy hereof in the place provided below or your causing or permitting the release in the United States of America of the phonorecord referred to above.

15. You further agree that all sums Indicated as due and owing on statements rendered hereunder shall bear Interest al the rate of one (1%) per month from the dale due if not paid within thirty (30) days after the dale due and payable.

16. This license does not authorize the reproduction or exploitation of the said copyrighted work in any manner not specified hereunder, Including, but not limited to, devkes embodying sound synchronization with visual Images.

17. The valdity, construction, interpretation and legal effect of this license shall be governed by both the Copyright Law of the United Slates and the laws of the Slate of New York applicable to contracts entered Into and to be fully performed therein.

BMG Chrysalis

1745 Broadway 19ir Floor Phone 212 561 3000 New York New York 10019 Fax 212.447 6865

Mall infobingchrysaiis.com Internet mem. bmgchrysa lis.com


Schedule A i Song:

. . . .. ... .. .

Witten: .. .. ... ...... .

Publishers: 'Song Timing:

. %

Desire Be, Desire Go Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:26 100% Management (UK) Ltd.

Alter Ego Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:47 100% Management (UK) Lid.

Lucidity Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:04:31 100% Management (UK) Ltd.

Why Won't You Make Up Parker 8MG Gold Songs (ASCAP) obo 8MG Rights 00:03:10 100% Your Mind? Management (UK) Ltd.

Solitude Is BHss Parker BMG Gold Songs (ASCAP) ebo BMG Rights 00:03:55 100% Management (UK) Ltd.

Jeremy's Storm Parker 8MG Gold Songs (ASCAP) obo (3),/,G Rights 00:05:28 100% Management (UK) Ltd.

Expectation Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:08:02 100% Management (UK) Ltd.

The Botd Arrow Of Time Parker BMG Gold Songs (ASCAP) obo WAG Rights 00:03:48 100% Management (UK) Ltd.

:1Don't Really Mind Parker BMG Gold Songs (ASCAP) obo BMG Rights 00;03:45 100% Management (UK) Ltd.

;t's Not Meant To Be Parker BMG Gold Songs (ASCAP) oboi3MG Flights 00:05:21 100% Management (UK) Ltd.


Parker 8MG Gold Songs (ASCAP) obo BM(.3 Rights Management (UK) Ltd.

03:07:15 100%

Desire Be, Desire Go Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:04:2.6 100% Management (UK) Ltd.

Alter Ego Parker 8MG GM Songs (ASCAP) obo BMG Rights 00:04:47 100% Management (UK) Ltd.

Lucidity Porker BMG Gold Songs (ASCAP) obo Rights 00:04:31 100% Management (UK) Ltd.

Why Won't You Make Up Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:03:19 100% Your Mind? Management (UK) Ltd.

Solhudo Is 131ss Parker BMG Gold Songs (ASCAP) obo MG Rights 00:03:55 100% Management (UK) Ltd.

Jeremy's Storm Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:05:28 100% Management (UK) Ltd.


Expectation Parker BMG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:05:02 100%

The Bold Aglow Of Time Parker BMG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:03:48 100%

I Don't Real), Mind Parker WAG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:03:45 100%

It's Not Meant To Be Parkor BMG Gold Songs (ASCAP) obo BMG Rios Management (UK) Ltd.

00:05:21 100%


Parker BMG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:07:15 100%


B G CHRYSALI S

MECHANICAL LICENSE

TO: LICENSE NUMBER: US-MEC-4038 Modular Recordings DATE: 03/03t2014 cro Carroll, Guido & Groffman, LIP 5 Columbus Circle. 20" Floor New York, NY 10019 Attn: Kelly Irene Corson

You have advised us, es publisher, that you wish to obtain a compulsory license to make and distribute digital ptronorecord deliveries (as defined In Section 115 of the Copyright Act, hereafter referred to as 'DPDs"), of the copyrighted work listed below, under the compulsory license provIslon of Section 115 of the Copyright Act. The provisions hereof vary the terms of the compulsory license provision of the Copyright Act applicable to DPDs. Your making and distributing of DPDs of any such work shall constitute assent to these terms.

SONG TITLE: see Schedule A

PUBLISHERS: see schedule A ARTIST: Tame Impala RECORD!: MODCD126; MODCD126RT;

MDDDIG130; MODVL127

WRITERS: see Schedule A

RELEASE TITLE: InnerSpeaker RECORD LABEL: FORMAT: OPD; DPD; DPD; DPD

RELEASE DATE: 06/05/2010; 06/38/2010; TIME OF RECORDING: see Schedule A 02/11/2011; 05/14/2010

ROYALTY RATE: Statutory !SRC! sae Schedule A

Upon your doing so, you shall have all tho rights which are granted to, and all the obligations which aro 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 Slates. undor the authority of the copyright owner by another person. except that with respect to DPDs thereof made and distributed hereunder:

1. Within forty-fivo (45) days atter the end of each calendar quarter, you shall account to us in detail for the number Of DPDs made and distributed during said quarter, and sha:l pay us the royalties due at the same lime. You further agree that al sums indicated as due and owing on statements rendered hereunder shalt bear Interest at the rate of one (1%) per month from the date due If not paid within thirty (30) days after the date duo and payabio. Such accounting shall be submitted in an electronic data format such as Excel (.xls or .xlsx), comma separated values (.tsv), or text file (.txt) to roveltles.usOlxng.com. A royalty template will be provided upon request;

2. For such DPDs made and distributed, the royalty shall be the statutory rate In effect at the time each OPD is distributed. In the event the statutory rale is hereinafter Increased, then with respect to all such records distributed from and after the effective date of such increase, the royalty rate hereunder shall be such increased statutory rate;

3. This compulsory ilconse covers and is limited to one particular reccrding of said copyrighted work as performed by the artist and on the DPO configuration number identified 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 and/or pay royalties to us as herein provided for, we may give written notice to you that, unless the default is remedied within thirty (30) days from the date of such notice, this compulsory license shall terminate without further notice. Such termination shall render either the making Or the distribution, or both, of all phonorecords (whether DPD or not) for which royalties have not been paid, actionable as acts of infringement under, and fully subject to the remedies provided by the Copyright Act. Notwithstanding revocation of this compulsory license, you shall remain liable to us for all monies previously accrued hereunder;

5. You need not servo or filo the notice of intention to obtain a compulsory license required by the Copyright Act;


By By: AN AUTHORIZED SIGNATORY AN AUTHORIZED SIGN

Tax ID #28-4055343

_7/4./

6. This license includes the privilege of making a musical arrangement of the copyrighted work to the extent necessary to conform It to the style or manner of Interpretation of the performance Involved but the arrangement made (i) may not change the basic melody or fundamental character of the copyrighted work, and (ii) shall not be subject to protection under the Copyright Act by you as a derivative work;

7. If more than ono musical work Is licensed hereunder, each such license of each such work shall be for all purposes treated as If (and deemed to be) a separate license and, without in any way limiting the foregoing, there shall be no right of offset between such licenses or otherwise in connection herewith;

8 You shall permit us, our chartered accountant or certified public accountant, or any other representative of ours, within thirty (30) days from the dale of written notice, to inspect, al your place of business and during usual business hours, upon written notice, all books, records and other documents relating to the manufacturing and distribution of DPDs pursuant to this license. We shall have the right to make copies of such books, records and other documents as same may relate to the subject matter of this license. The cost of such audit shall be our responsibility, Notwithstanding the foregoing, or anything set forth to the contrary In this license, If any such audit reflects an underpayment to us of ton (10%) percent or more for the periods audited: (i) you shall pay the costs of such audit plus Interest on any sums due at the prime rate at leading New York City banks at the time plus two (2%) percent; and (ii) wo shall have the right to terminate this license Immediately by giving written notice to you. We shall not have the right to examine your books, records and other documents more than once per calendar year;

9. The authority hereunder Is limited to (I) the making and distribution of DPDs, and (ii) the making of a copy of a sound recording of the said copyrighted work on a computer file server located In the United States, its territories or possessions, solely for the purpose of distributing such DPDs. The authority hereunder does not extend to OPOs where the reproduction and distribution of a phonorecord (or the musical work) is incidental to the transmission which constitutes the DPD;

10. In the event we aro required to Institute any legal proceedings against you in connection with this license, In addition to any damages awarded us, we shall be entitled to our attorneys' fees and you shall abide by any ruling made by the Court with respect to the payment of costs and reasonable attorneys' fees in connection therewith

11. This license sets forth the entire agreement between the parties end may only be modified or amended by means of a written amendment, designated as such end signed by one of our authorized signors;

12. Neither this license or any of the rights granted to you hereunder may be assigned by you to any party without our prior written consent, but we may assign this license and/or any of the rights granted to us hereunder at any time and for any reason;

13. You agree that our total liability and the total liability of the owner(s) of the copyrighted work shall not exceed, under any circumstances the royalties paid to us pursuant to this license.

14. This license shall bo binding upon the earlier of your countersigning at least one copy hereof In the place provided below or your causing or permitting the release In the United States of the DPDs referred to above;

15. This license does not authorize the reproduction or exploitation of the said copyrighted work In any manner not specified hereunder, including, but not limited to, devices embodying sound synchronization with visual images:

16. The validity, construction, Interpretation and legal effect of this license shall be governed by both the Copyright Law of the United States and the laws of the State of New York applicable to contracts entered Into and to be fully performed therein.

Accepted and Agreed To: Modular Recordings BMG RIGHTS MANAGEMENT (US), ILO

WAG Chrysalis

1745 Broadway 19 Floor Phone 212 561 3000 New York New York 10019 Fax 212 447 6865

Mall [email protected] Internet www.bmgchryselis.com


Schedule A

Song: Writers: Publishers: Song % , Timing:

Denfro Bo, Desks Go Porker BMG Gold Songs (ASCAP) obo BFRI Rights 00:04:28 100% AUUM71C00132 Management (UK) Ltd.

Alter Ego Parker BMG Gofd Songs (ASCAP) obo BMG Flights 00:04:47 100% AUUM71000133 Management (UK) Ltd.

Lucidity Parker BASO Gold Songs (ASCAP) obo 8MG Rights 00:04:31 100% AUUk471000134 Management (UK) LW.

Why Won't You Make Up Your Parker ' 8tdG Odd Songs (ASCAP) obo 8MG Rights 00:03:19 100% Mind? Management (UK) Ltd. ACUM71000135 Solitude Is Bliss Parker WAG Goid Songs (ASCAP} obo BMG Rights 00:03:55 100% AUUM71000136 Management (UK) Ltd.

Jeremy's Storm Parker 8MG Gold Songs (ASCAP) obo 8MG Rights 00:05:28 103% AUUM71C00138 Management (UK) Ltd.

Expectation Parker BMG Gold Songs (ASCAP) obo 8MG Rights 00:06:C2 100% AUUM71000139 Management (UK) Ltd.

The BoW Arrow Of Time Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:04:24 100% AUUM71000140 Maragemanl (UK) LW.

I Don't Real'y Mind Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:03:47 ; 100% AUUM71000142 Management (UK) Ltd.

It's Not Meant To Be Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:05:21 100% AUUM71000131 Management (UK) Ltd.

Runaway, Houses. City. Clouds Parker 8MG Gold Songs (ASCAP) obo 8MG Rights 00:07:15 100% AUUM71000141 Managoment (UK) Ltd.

Desire Be, Desire Go Parker 8MG Gold Songs (ASCAP) obo 8MG Rights 00:04:26 100% AUUM71000132 Management (UK) Ltd.

Alter Ego Parker 8MG Gold Songs (ASCAP) obo WAG Rights 00:04:47 100% AUUM71000133 Management (UK) Ltd.

Lucidity Parker 8MG Gold Songs (ASCAP) obo BMG Rights 00:04:31 100% AUUM71000134 Management (UK) Ltd.

Why Won't You Make Up Your Parker 8MG Gold Songs (ASCAP) obo 8MG Rights 00:03:19 100% Mind? Management (UK) Ltd, AUUM71000135 Solitude Is Bliss Parker WAG Gold Songs (ASCAP) obo (MG Rights 00:03:55 100% AUUM71000136 Management (UK) Ltd.

Jeremy's Storm Porker BMG Gold Songs (ASCAP) obo BMG Rights 00.05:26 100% AUUM71000138 Management (UK) Ltd.

ExpedatIon Parker BMG Gold Songs (ASCAP) obo BMG Rights 00:06:02 100% AUUM71000139 Management (UK) Ltd.


The Bold Arrow Of Tinier AUUM7I000140


e0:04:24 100%

I Don't Really Mind AUUM7I000142

Parker BMG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ud.

00:03:47 100%

its Not Meant To Bo AUUM71000131

Parker WAG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:05:21 100%

Runaway, Housas, City, Clouds AUUM71000141

Parker BMG Gold Songs (WAR) obo BMG Rights Management (UK) Ltd.

00:07:15 100%

Island Walking AUUM71000137

Parker BMG Gold Songs (ASCAP) obo BMG flights Management (UK) Ltd.

0D:03:05 100%

Why Won't You Make Up Your Mind? AUUM71100028

Parker ShiG Gold Songs (ASCAP) obo BMG Rights Management (UK) Ltd.

00:04:15 100%

Why Won't You Make Up YOur Mind? AUUM71100025


00:08:14 100%

Why Won't Ycu Make Up Your Mind? AUUM71100024

Parker BMG Gold Songs (ASCAP) obo BMG, Rights Management (UK) Lid.

00:08:14 100%

Solitude Is BIM AUUM71000535

Parker BMG Gold Songs (ASCAP) obo 8MG Rights Management (UK) Ltd.

00:03:55 . 100%

Solitude Is Bliss AUUM71000537

Parker 8MG Gold Songs (ASCAP) obo BMG Rights Management (UK) lid.

00:04:22 100%

Solitude in Bliss AUUM71000638

Parker BMG Gold Songs (ASCAP) obo 8MG Rights Management (UK) LW.

00:04:55 100%

Solitude Is Bliss AUUM71000136


00:03:49 100%


BMG - - -

CHRYSALIS

MECHANICAL LICENSE

TO: LICENSE NUMBER: US-MEC-7148 Modular Recordings DATE'

03:04/2014 c/o Carrol, Guido & Groffman, LIP, 5 Columbus Circle, 20" Floor Now York, NY 10019 Attn: Kelly Irene Corson

You have advised us, as publisher, that you wish to obtain a compulsory license to make and distribute digital phonorecord deliveries (as defined in Section 115 of the Copyright Act, hereafter referred to as 'OPOs`). of the copyrighted work listed below, under the compulsory license provision of Section 115 of the Copyright Act. The provisions hereof very the terms of the compulsory license provision of the Copyright Act applicable to DPOs. Your making and distributing of OPDs of any such work shall constitute assent to these terms.

SONG TITLE: see Schedule A WRITERS: see Schedule A

PUBLISHERS: see Schedule A RELEASE TITLE: Tame Impala LP ARTIST: Tame Impala RECORD LACIEL:

RECORD #; MODEP023

FORMAT: DPD RELEASE DATE; 12/f 1/2012 TIME OF RECORDING: see Schedule A

ROYALTY RATE: Statutory ISRC P. see Schedule A

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 Ad, after phonorecords of the copyrighted work have been distributed to the public in the United States, under the authority of the copyright ovmer by another person, except that with respect to DPDs thereof made and distributed hereunder:

1. Within forty-five (45) days after the and of each calendar quarter, you shall account to us in detail for the number of DPUs made and distributed during said quarter, and shall pay us the royalties due at the same time. You further agree that all sums indicated as due and owing on statements rendered hereunder shall bear Interest at the rate of one (1%) per month from the date due if not paid within thirty (30) days after the date due and payable. Such accounting shell be submitted In an electronic data format such as Excel (.xis or .xlsx), comma-separated values (my), or text file (.txt) to royattles.uscg,-)bmp.com. A royalty template will be provided upon request;

2. For such DPUs made and distributed, the royalty shall be the statutory rate In effect at the time each DPI) is distributed. In the event the statutory rate Is hereinafter Imposed, then with respect to all such records distributed from and after the effective date of such increase, the royalty rate hereunder shall be such Increased statutory rate;

3. This compulsory license covers and Is limited to one particular recording of said copyrighted work as performed by the artist and on the DPO configuration number Identified 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 andror pay royalties to us as herein provided for, we may give written notice to you that, unless the default is remedied within thirty (30) days from the date of such notice, this compulsory license shall terminate without further notice. Such termination shall render either the making or the distribution, or both, of all phonorecords (whether DPU or not) for which royalties have riot been paid, actionable as acts of infringement under, and fully subject to the remedies provided by the Copyright Act. Notwithstanding revocation of this compulsory license, you shall remain liable to us for all monies previously accrued hereunder;

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

6. This license includes the privilege of making a musical arrangement of the copyrighted work to the extent necessary to conform it to the style or manner of interpretation of the performance involved but the arrangement made (I) may not change the basic melody or fundamental character of the copyrighted work, and (ii) shall not be subject to protection under the Copyright Act by you as a derivative work:


7. if more than ono musical work is Licensed hereunder, each such license of each such work shall be for all purposes treated as If (and doomed to be) a separate license and, without In any way limiting the foregoing, there shall be no right of offset between such licenses or otherwise in connection herewith;

8 You shall permit us, our chartered accountant or certified public accountant, or any other representative of ours, within thirty (30) days from the date of written notice, le Inspect, at your place of business and during usual business hours, upon written notice, all books, records and other documents relating to the manufacturing and distribution of OPOs pursuant to this license. We shall have the right to make copies of such books, records and other documents as same may relate to the subject matter of this license. The cost of such audit shall be our responsibility. Notwithstanding the foregoing, or anything set forth to the contrary In This license, If any such audit reflects an underpayment to us of ten (10%) percent or more for the periods audited: (I) you shall pay the costs of such audit plus interest on any sums due at the prime rate at leading New York City banks at the time plus two (2%) percent; and (ii) vie shall have the right to terminate this license Immediately by giving written notice to you. We shall not have the right to examine your books, records and other documents more than once per calendar year;

9. The authority hereunder is limited to (1) the making and distribution of OPDs, and (ii) the making of a copy of a sound recording of the said copyrighted work on a computer Tile server located in the United Slates, Its territories or possessions, solely for the purpose of distributing such DPDs. The authority hereunder does not extend to DPDs where the reproduction and distribution of a phonorecord (or the musical work) Is Incidental to the transmission which constitutes the OPD;

10. In the event vie are required to Institute any legal proceedings against you in connection with this license, In addition to any damages awarded us, we shalt be entitled to our attorneys' fees and you shall abide by any ruling made by the Court with respect to the payment of costs and reasonable attorneys' leas in connection therewith

11. This license sets forth the entire agreement between the parties and may only be modified or amended by means of a written amendment, designated as such and signed by ono of our authorized signers;

12. Neither this license or any of the rights granted to you hereunder may be assigned by you to any party without our prior written consent, but we may assign this license and/or any of the rights granted to us hereunder at any time and for any reason;

13. You agree that our total liability and the total liability of the owner(s) of the copyrighted work shall not exceed, under any circumstances the royalties paid to us pursuant to this license.

14. This license shall be binding upon the earlier of your countersigning et least one copy hereof In the place provided below or your causing or permitting the release In the United States of the DPDs referred to above;

15. This license does not authorize the reproduction or exploitation of the said copyrighted work in any manner not specified hereunder, Including, but not limited to, devices embodying sound synchronization with visual images;

16. The validity, construction, interpretation and legal effect of this lk:ense shall be governed by both the Copyright Law of the United States and the laws of the State of Now York applicable to contracts entered into and to he fully performed therein.

Accepted and Agreed To: Modular Recordings MG RIGHTS MANAGEMENT (US), LLC

L By: AN AUTHORIZED SIGNATORY

LIMO Chrysalis

1745 Broadway 191" Floor Phone 212 561 3000 New York New York 10019 Fax 212 447 6885

By: /1-1 AN AUTHORIZED SIGNAT Tax ID #26-4055343

Mall [email protected] Internet www.bmochrysalis.corn


Schedule A

Song: i Writers: Publishers: Song % . .-. . .

TtniIng: Desire Be, Desire Go Parker 8MG Gold Songs obo BMG Rights Management (UK) O8:04:07 100% AUUM70801198 Ltd.

Skeleton Tiger Parker BMG Gold Songs obo WAG Rights Management (UK) 0004:25 100% AUUM70801192 Ltd.

Halt Fug Glass Of Wine Parker 8MG Gold Songs obo BMG Rights Management (UK) 00:04:28 100% AUUM70801103 Ltd.

41 Mosquitoes F1)lag In Parker BMG Gold Songs obo BMG Rights Management (UK) 00:04:17 100% Forrnatkin Ltd. AUUA170801184

Slido Through My Fingers Parker 8MG Gold Songs obo 8MG Rights Management (UK) 00:03:20 100% AUUM70801190 Ltd.

Wander Parker WOG Gold Songs obo 8M0 Rights Management (11K) 00.05:14 100% AUUtA70301191 Ltd.


BMG CHRYSALIS

MECHANICAL LICENSE TO: LICENSE NUMBER: US MEC-7341 Modular Recordings DATE: 03/04/2014 do Carrell, Guido b Groffman, LLP 5 Columbus Circle, 20'" Floor Now York, NY 10019 Attn: Kelly Irene Corson

You hove advised us, as publisher, that you v.fsh to obtain a non-exclusive mechanical license to make and distribute phonorecords of the copyrighted work listed below, under the mechanical license provision of Section 116 (c) (2) of the Copyright Act.

SONG TITLE: Seo Schedule A WRITERS: See Schedule A PUBLISHER: Soo Schedule A RELEASE TITLE: Tame Impala EP ARTIST: Tame Impala RECORD LABEL: RECORD #: MOUVL174 FORMAT: VNL RELEASE DATE: 12/11/2012 TIME OF RECORDING: See Schedule A ROYALTY RATE: 75% Statutory MFN

Upon your doing so, you shell have all the rights which aro granted to, and all the obligations valich are imposed upon, users of said copyrighted work under the compulsory mechanical license provision of the Copyright Act, after phonorecords of the copyrighted work have been distributed to the public in the United Slates, provided that:

1. Within forty-five (45) days after rho end of each catendar quarter, you shall account to us in detail for the number of phonorecords made and distributed during said quarter, and shall pay us the royalties due al the some time. Such accounting shell be submitted In an electronic data tonnat such as Excel (.xis or Ask), comma-separated values (.csv), or text file (.txt) to igyikesbrng.com. A royalty template will be provided upon request. 2. This mechanical license covets and Is limited to one particular recording of said copyrighted work as performed by the artist and on the phonorecord number Identified above and this mechanical license does not supersede nor In any way affect any prior agreements now In effect respecting mechanical reproduction or other uses of said copyrighted work.

3. With respect to all such phonorecords manufactured and sold in the United States for domestic sales, the royalty rate hereunder shall be 76% of compulsory mechanical rate as contained In the Copyright Act that Is In effect at the time such phonorecords are distributed (the 'Statutory Rate'). In the event the Statutory Rate is hereinafter increased, then with respect to all such phonorecords distributed from and after the effective date of such Increase, the royalty rale hereunder shalt be such Increased Statutory Rate.

4.1f you shall grant to any other person, fimi or corporation a more favorable mechanical royally rate and/or advance payment and/or method of calculating mechanical royalties than the royalty rate, advance payment or method of calculation contained herein, then this license shall be deemed automaticaly amended to Include the more favorable mechenIcal royally advance payment or more favorable method of cafe-Walton, for our benefit, effective as of the dale that you shall have agreed to the same with any such other person, firm or corporation and you sha't promptly advise us In writing of any such amendment;

5. This license Includes the privilege of making a musical arrangement of the copyrighted work to the extent necessary to conform 11 to the style or manner of interpretation of the performance involved but the arrangement made (i) may no! change the basic melody or fundamental character of the copyrighted work, (ii) shall not be subject to protection under the Copyright Act by ycu as a derivative work, and (ill) ell copyrights arid ether rights in and to any such arrangement shall automatically vest In the owners of the copyrighted work upon the creation of such arrangement.

8. If more than one musical work is licensed hereunder, each such license of each such work shall be for all purposes treated as If (and deemed to be) a separate license and, without In any way limiting the foregoing, there shall be no right of offset between such licenses or otherwise in connection herewith.

1


Accepted and Agreed To: Modular Recordings BMG RIGHTS MANAGEMENT (US), LLC

BY AN AUTHORIZED SIGNATORY

0MG Chrysells

BY AN AUTHORIZED SIGNAT Tax ID #26.4055343

7. You shall permit us, our chartered accountant or codified public accountant, or any other representative of ours, within thirty (30) days from the date of written notice, to Inspect, at your place of business and during usual business hours, upon written r.olice. all books, records and other documents relating to the manufacturing and distribution of phOnorecords pursuant to this license. We shall have the right to make copies of such books, records and other documents as same may relate to the subject matter of this license. The cost of such audit shall be our responsibility. Notwithstanding the foregoing, or anything set forth to the contrary In this Ecense, if any such audit reflects an underpayment to us of ten (10%) percent or more for the periods audited: (i) you shall pay the costs of such audit plus interest on any sums due at the prime rate et leading Now York City banks at the time plus two (2%) percent; and (ii) we shall have the right to terminate this license immediately by giving written notice to you. We shall not have the right to examine your books, records and other documents more than once per calendar year.

B. In the event you fall to account ancifor pay royalties to us as herein provided for, we may give written notice to you that, unless the default Is romeded within thirty (30) days from the date of such notice, this license shat) terminate without further notice, Such termination shall render either the making or the distribution, or both, of ell phonorecords for which royalties have not boon paid, actionable as acts of infringement under, and fully subject to the remedies provided by the Copyright Act. Notwithstanding revocation of the license, you shall remain liable to us for as monies previously accrued hereunder.

0. You reed not serve or file the notices required by the Copyright Act.

10. This license is limited to the United States, Its territortes and possessions and specifically excludes those phonorecords manufactured and sold In the United Slates (or export.

11. In the event we are required to institute any legal proceedings against you in connection with this license, In addition to any damages awarded us, we shall be entitled to our attorneys' fees and you shall abide by any ruling made by the Court with respect to the payment of costs and reasonable attorneys' fees in connection therewith.

12. This license sets forth the entire agreement between the parties and may only be modified or amended by moans of a written amendment, designated as such and signed by ono of our authorized signers.

13. Neither this license or any of the rights granted to you hereunder may be assigned by you to any party without our prior written ccnsent, but we may assign this license andfor any of the rights granted to us hereunder al any time end for any reason.

14. You agree that our total liability and the total liabikty of the owner(s) of thu copyrighted WM( shall not exceed, under any circumstances the royalties paid to us pursuant to this license.

15. This license shell be binding upon the earlier of your countersigning a! least one copy hereof In the place provided below or your causing or permitting the release in the United Stales of America of (he pironorecord referred to above.

16. Yov further agree that all sums indicated as due and owing on statements rendered hereunder shall bear Interest at the rate of one (1%) per month from the dale due If not paid within thirty (30) days after the date duo and payable.

17. This license does not authorize the reproduction or exploitation of the said copyrighted work in any manner not specified hereunder, Including, but net limited to, de

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