Tame Impala

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 1 of 56
IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK
BMG RIGHTS MANAGEMENT (US),

LLC,
Plaintiff,
- againstMODULAR RECORDINGS PTY
LIMITED, an Australian Proprietary
Company, Limited By Shares;
STEVE PAVLOVIC, an Individual;
UNIVERSAL MUSIC GROUP, INC.,
A Delaware Corporation; UNIVERSAL
GROUP PTY, an Australian
Proprietary Company, Limited By
Shares; UNIVERSAL MUSIC
AUSTRALIA PTY, an Australian
Proprietary Company, Limited By
Shares, and DOES 1-10,
Defendants.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Case No. 15-CV-3615 (ER)
COMPLAINT FOR DAMAGES;

DEMAND FOR JURY TRIAL
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
4817-3175-5043.2
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
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
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 coowner 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
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
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
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
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
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
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)
48.

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)
54.

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.

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.
4817-3175-5043.2
For any further relief the Court should deem just and proper.
15
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
By:
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
Jonathan.pink@lewisbrisbois.com
4817-3175-5043.2
16
BIT "A"
Schedule A
- ..
Song:
Writers:
1,
-
Publishers:
Song
Timing:
00:04:26
Ues'es Be, Desire Go
Parker
BMG Gold Songs (ASCAP) obo BMC Rights

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

00:04:47
100%
Lucidity
Parker
BMG Gold Songs (ASCAP) obo BMG Rights

00:04:31
100%
Why Won't You Make Up

Your Mind?
Parker
HMG Gold Songs (ASCAP) obo BMG Rights

00:03:19
100'4
Solitude Is Bliss
Parker

00:03:55
100%
Jeremy's Storm
Parker

00:C5:28
100%
Expectation
Parker

00:06:02
100%
The Bold Arrow 01 Time
Parker
8MG Gold Songs (ASCAP) obo WAG Rights

. 00:03:48
100%
00:03:45
100%
Parker
I Don't Really Mind
. .
100%
Parker
8MG Gold Songs (ASCAP) obo CMG Rights

00:05:21
100%
Runaway, Houses, City,

Clouds
Parker

00:07:15
100%
Desire Be, Desi:e Go
Parker
8MG Gold Songs (ASCAP) obo 8MG Rights

Management (UK) LW.
00:04:28
100%
Alter Ego
Parker

00:04:47
100%
Lucidity
Parker

Munagement (UK) Ltd.
00:04:31
100%
Why Wont You Make Up

Your Mind?
Parker
BMG Gold Songs (ASCAP) obo 8MG Rights

00:03:19
100%
Solitude Is Bilss
Parker

00:03:55
100%
Jeremy's Storm
Parker

00:05:28
100%
It's Not Meant To Be
Expectation
Parker

00:06:02
100%
The Bold Arrow 01 Time
Parker
BMG Gold Songs (WAY) obo BMG Rights

00:03:48
100%
I Don't Reny Mind
Parker
8MG Gold Songs (ASCAP) obo BM Rights

00:03:45
100%
we Not Meant To 8e
Parker

00:05:21
100%

Clouds
Parker

00:07:15
100%
Schedule A
Song:
Writers!
Publishers:.
Song
Timing:
14,
Desire Bo, Destro Go

AUUM71600132
Porker
BMG Goki Songs (ASCAP) obo BMO Rights

00:04:26
100%
Alter Ego
AUUM71000133
Parker
13111G Gold Songs (ASCAP) obo BMG Nights

00:04:47
100%
Lucidity
AUUM71003134
Parker
13M0 Gold Songs (ASCAP) obo BMO Rights

00:04:31
100%
Why Won't You Make Up Your

Mind?
AUUM71000135
Parker

00:03:19
100%
Solitude Is Bliss
AUUM71000138
Parker
BMG God Songs (ASCAP) obn BMG Rights

00:03:55
100%
Jeremy's Stonn
AUUM71000136
Parker
BMG Gold Scngs (ASCAP) obo BMG Rights

00:05:28
103%
Expectation
AUUM71000139
Parker
BMG Gold Songs (ASCAP)obo BMG Rights

00:00:02
100%
The Bold Mort Or Mow

AUUPA71000140
Parker

00:04:24
100%
I Don't Really Kind

AUUM71000142
Parker
BMG Gold Songs (ASCAP) obo BlVr3 Rights
00:03:47
' 100%

AUUM71000131
Parker

00:05:21
100%
Runaway, Houses, City. Clouds

AUUM71000141
Parker

00:07:15
100%
Desire Be. Desire Go

AUUM71000132
Parker
BMG Gold Songs (ASCAP) obo WAG Rights

00:04:26
100%
Alter Ego
AUUM71000133
Parker

00:04:47
100%
Lucidity
AUUM71000134
Parker
WAG Gold Songs (ASCAP) obo EIMG Rights

0004:3f
100%
Why Want You Make Up Your
Parker
BPAG Gold Songs (ASCAP) obo MG Rights

00:03:19
100%
Parker

00:03:55
100%
Jeromy's Storm
AUUM710001313
Parker
BMG Gold Songs (ASCAP) oho WO Rights

00.05:28
100%
Expectation
AUUM71000139
Parker

000G:02
100%
Mind?
AUUM71000135
Solitude Is Bliss
AUUM71000130
Management (UK) LW.
The Bold Mow Of Thhe

AUUM71000140
Parker

00:04:24
100%
I Don't Realty Mind

AUUM71000142
Parker
BUG Gold Songs (ASCAP) obo BMG Rights

C0:03:47
100%
Ire Not Meant To Bo

AUUM71000131
Parker

00:05:21
100%
Runaway, Houses. aly, Clouds

AUUM71000141
Parkor

00:07:15
1CO%
Island Wafting
AUUM71000137
Parker
BMG Gold Songs (ASCAP) obo 0M0 Rights

00:03:05
100%

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

00:04:15
100%
Packer

00:08:14
100%
Parker

00:08:14 . 100%
Parker

00:03:55
100%
Parkor

Management (UK) ltd.
00:04:22
100%
Solitude Is Bliss
AUUM71000638
Parker
BMG Gold Songs (ASCAP) obo BUG Rights

00:04:55
100%
Solitude Is Eitiss
Parker
BMG Gold Songs (ASCAP) Wei BUG Mats

00:03:49
100%
Solitude Is Bliss
AVUM71000537
AUUM71000138
Schedule A
Song:
Desire Bo, Desire Go
Writers:
Parker
AUUM70601198
Skeleton Tiger
Parker
8MG Gold Songs obo 8MG %his Management (UK) 00:04:25
14
.
1.
100%
100%
Ltd.
AUUM70801192
Half Full Glass Of YVIna
Song
Publishers:
Thing:
. .,.
.
8MG Gold Songs obo 8MG Rights Management (UK) 00:04:07
Ltd.
Parker
AUUM70801193
8MG GoId Songs obo BMG Rights Management (UK) 00:04:26

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

AUUM70601195
Parker
BMG Gold Songs obo BMG Rights Management (UK) 00:03:20

Ltd.
100%
Wander
AUUM70801101
Nike(
8MG Gold Songs obo BMG Rights Management (UK) 00:05:14
100%
Ltd.
Ltd.
Schedule A
Song;
. . . . . . . ... .
Desire Be, Desire Go
Writers:
Parker
: Publishers:
.,
. MG Rights
BMG Gold Songs obo B
Management (UK) Ltd,
Song
. Timing:
00:04:07
%
100% ..
Skeleton Tiger
Parker
BMG Gold Songs be BMG Rights

00:04:25
103%
Half Full Glass Of Wine
Parker
MG Gold Songs obo 8MG Rights

00:04:28
100%
41 Mosquitoes Flying In
Formation
Parker
8MG Gold Songs obo BMG Rights

00:04:17
100%
Parker
8MG Goad Songs obo BMG Rights

00:03:20
100%
Wander
Parker

00:05:14
100%
Schedule A
i Song:
Writers:
. .. . ..
Publishers:
PAGE 1 of 2
Song
%
Timing:
00:03:22
100%
Be Above It
Parker

Enders Tot
Parker
BMG Gold Songs (ASCAP) obo 8MG RightS

00:03:07
100%
Parker/Watson

00:05:57
100%
Mind Koehler
Parker

00:04:32
100%
Music To Welk Homo By
Parker

Managemert (UK) Ltd.
00:05:12
100%
Why Won't They Talk To Me?
Parker

00:04:46
100%
Feels Like We Only Go

Backwards
Parker

00:03:13
100%
Keep On Lying
Parker

1 00:05:66
100%
ParkerNValson

00:03:33
100%
She Just Won't Believe Me
Parker
8MG Gold Songs (ASCAP) obo BMG RIghts

00:00:57
100%
Nothing That Has Happened

So Far Has Been Anything
Parker

00:06:01
100%
Sun's Ccming Up
Parker

00:05:20
100%
Be Above it
Parker

00:03:22
100%
Enders Tot
Parker

00:03:07
100%
ParkerANalson

00:05:57
100%
Mind Mischief
Porker
BMGONd Songs (ASCAP) obo BMG Rights

00:04:32
100%
Music To Welk Home By
Parker
8MG Gold Songs (ASCAP) obo HMG Rights

00:05:12
100%
Apocalypse Dreams
Elephant
Apocalypse Dreams
Parker

00:04:46
100%

Backwards
Porker

00:03:13
100%
Keep On tying
Rooker
BMG Gob Songs (ASCAP) obo BMG Rights

00:05:55
100%
Parker/Watson

00:03:33
100%
Parker

Management (UK) Lld.
00:00:57
100%
Nothing Thal Has Happened

So Far hiss Seen Anything
Parker
8MC3 Gold Songs (ASCAP) obo WAG Rights

00:08:01
100%
Sun's Coming Up
Parker

00:05:20
100%
Elephant
Schedule A
Song:
PrMlishers:
Wrltore:
Song
.%
Timing:
Be Abovo II
AUUM71200487
Porker
BMG Gold Songs obo BMG Rights Management (UK)

Ltd.
00:03:22 ; 100%
Endors Tot
AUUM71200488
Apocalypse Dreams
AUUM71200489
Mind Mischief
AUUM7120D490
Parker
BMG Gold Songs obo 8MG Rights Management (UK)

Ltd.
8MG Gold Songs obo BUG Rights Management (UK)
Ltd.
Lid.
00:03:07 100%
BMG 0016 Songs obo 8MG Rights Nlanapoment (UK)

Lid.
8MG Gold Songs obo BMG Rights Management (UK)
Ltd.
00:05:12
ParkeriWalson
Parker
Music To Walk Homo By

AUUM71200491
Parker
Why Wont They Talk To Mo?

AUUhi71200492
Feats Like We Only Go
Backwards
AUUM71200493
Parker
Porker
00:04:32 100%
100%
00:04:48 100%
00:03:13 100%
Ltd.
Keep On Lying
AUUM7 t 200494
Parker
Elephant
AUUM/1200495
ParkenWalson
She Jusl Won't Believe Me

AUUM71200498
So Far I toe Been Anything
AUUM71200497
Sun's Coming Up
AUUM71200498
Mind Mischief
AUUM71300143
00:06:5/ 100%
Parker
Parker
Mind Mischief
AUUM71300144
Be Above It
AUUM71200487
Parker
Endors Tol
AUUM71200488
Parker
Parker
00:05:55 100%
00:03:31
LW.
MG Gold Songs cbo BMG Rights Management (UK)
Ltd.
BMC Gold Songs obo 8MG Rights Management (UK)
Ltd.
Parker
Parker

Ltd.
100%
00:00:57 100%
00:06:01
100%

Ltd.
BMG Gold Songs obo BMSG Rights Management (UK)
Ltd.
BMG Gold Songs obo BMG Rfghts Management (UK)
Ltd.
RUG Gold Songs obo WAG Rights Management (UK)
Ltd.
00:05:20 100%
BUG Gold Songs obo 8MG Rights Management (UK)

Ltd.
Ltd.
00:03:07
00:10:40
100%
00:05:12
100%
00:03:22 100%
100%
00:05:57 100%
Apocalypse Dreams
AUUM71200489
Mind Mischief
AUUM71200490
Music To Walk Homu By
AUUM71200491
AUUM71200492
Feels Lace We Only Go
Backwards
AUUM71200493
Keep On Lying
AUUM71200444
Parker/Watson
Parker
BMG Gold Songs obo WAG RIghls Management (UK)

Ltd.
00:05:55 100%
Elephant
AUUM71200495
Parker/Watson
00:03:31
100%
00:00:57
100%
Parkor
Parker
Parker
Parker
Ltd.
BMG Gold Songs obo MG Rights Management (UK)
Ltd.
BUG Gold Songs obo BUG Rights Management (UK)
ltd.
8110 Gold Songs obo BMG Rights Management (UK)
Lid.

AVUM71200498
Parker
BMG Gold Songs obo WAG Rights Managoment (UK)

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

Parker
Ltd.
WO Gold Songs obo Bk4G Rights Management (UK)
LW.
00:04:32
100%
00:05:12
100%
00:04:413
100%
00:03:13
100%
00t8:01 100%
AUUM71200497
Sun's Coming Up
AUUM71200408
Parker
BMG Gold Songe obo BMG Rights Management (UK)

Ltd.
00:05:20
100%
Lad Zeppelin
AUUM71200499
Parker

Ltd.
00:03:08
100%
Mind Mischief
AUUM71200490
Parker
BMG Goid Songs obo BMG Rights Management (UK)

Ltd.
00:04:32
100%
Mind Mischief
AUUM71300143
Parker
BMG Gold Songs obo (WC Rights Management (UK)

Ltd.
00:10:48
100%
Mind Mischief
AUUM71300144
Porker

Ltd.
00:05:12
100%

Backwards
AUUM71200403
Porker
BMG Gold Songe obo 0MG Rights Management (UK)

Ltd,
00:03:13
100%
Feels I Ike We Only Go

Backwards
AUUM71201172
Feels Like We Orgy Go
Backwards
AUUM71201173
Elephant
AUUM71209495
Paikor

Ltd.
00:03:15
100%
Parker

Ltd.
00:04:23
100%
Paiker/Welson
MG Gold Songs obo BMG Rights Management (UK)

Ltd.
00:03:31
100%
ParkeriWalson
BMG Gold Songs obo BMG Rights Management (UK) ' 00:05:30 . 100%
Ltd.
PerkerNVatson

Ltd.
. .
Elephant
AUUM71200849
Elephant
AUUM71200850
C0:07:20
100%
Schedule A
Song:
Be Above It
AUUM7120C487
Eudora Toi
AUUM71200488
Apocalypse Dreams
AUUM71200489
Mind Mischief
AUUM71200490
Muslc To Walk I come By
AUUM71200491
AUUM71200492
Backwards
AUUM71200403
Keep On Lying
AUUM7 t 200494
Elephant
AUUM71200495
AUUM71200490
Nothing That Has ilappaned
So Far I las Been Anything
AUUM71200497
Sena Coming Up
AUUM71200498
Mind Mischief
AUUM71300143
Mind Mischiot
AUUM71300144
Be Above II
AUUM71200487
Endors Tel
AUUM71200488
Apocalypse Dreams
AUUM71200409
Mind Mischief
AUUM71200490
AUL11.47120041)1
Why Worn' They Talk To Mo?
AllUtA71200492
Fools Lase We Only Go
Backwards
AUUM71200493
Keep On Lying
AUUM71200494
Elephant
AUUM71200495
She Just Won't Behove Me
AUUM71200408
Writori:
Porker
Parker
ParkerNValson
Parker
Parker
Parker
Parker
Parker
PatkerANalson
Parker
Parker
Parker
Parkor
Parker
Parker
Packer
Perkor/VValson
Parker
Packer
Parker
Parker
Parker
Parker/Walson
Parker
Parker
Publiahera:
Song
76
j
Timing:
BMG Gold Songs obo BMG RIghts Management (019 00:03:22 100%
Ltd.
BMG Gold Songs obo BMG Rights Management (UK) 00:03:07 100%
Ltd.
BMG Gold Songs cbo 8MG Rights Managemont (UK) 00:06:61 100%
Ltd.
BMG Gold Songs obo BMG Rights Management (UK) 00;04:32 100i
Ltd.
BMG Gold Songs obo 8MG Rights Management (UK) 00:05:12 100%
Ltd.
BMG Gold Songs obo WAG RIghts Management (UK) 00:04:413 100%
Ltd.
BMG Gold Sor.gs obo WAG Rights Management (UK) 00:03:13 100%
Ltd.
BMG Gold Songs obo 8MG Rights Manngemont (UK)
Ltd.
BMG Gold Songs obo BMG flights Management (UK)
LW.
6MG Gold Songs cbo DMO RIghts Management (UK)
Ltd.
BMG Gold Songs obo BM() Rights Management (UK)
Ltd.
8leK3 Gold Songs obo 8MG High's Management (UK)
Ltd.
Ltd.
Ltd.
BMG Gold Songs obo 8MG RIghts Management (UK)
Ltd.
8MG Gold Songs obo ENO RIghts Management (UK)
Ltd.
Ltd.
8MG Gold Songs obo 8MG Rights Management (UK)
Ltd.
6MG Gold Songs obo 8MG Rights Management (UK)
Ltd.
WO Gold Songs obo BMG Rights Management (UK)
Lid.
BMG Gold Songs obo BMG RIghts 1.4anagemont (UK)
Ltd.
Ltd.
CMG Gold Songs obo 8MG Rights Management (UK)
Ltd.
Ltd.
Ltd.
CO:05:55
100%
00:03:31
100%
00:00:67
100%
00:06:01
100%
03:05:20
109%
00:10:48
103%
110:05:12 : 100%
00:03:22
100%
00:03:07
100%
00:05:57
100%
00:04:32
100%
00:05:12
100%
00:04:46
100%
00:03:13
100%
00:05:55
100%
00:03:31
100%
00:00:57
100%
00:08:01
100%
AUUM71200407
Sun's Corning Up
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

Ltd.
00.10:48
100%
Mind Mischief
AUUM71300144
Parker

Ltd.
00:05:12
100%
Feels Like We Onh/ Go

Backwards
AUUM71200493
Feels t Ike We Only Go
Backwards
AUUM71201172
Backwards
AUUM71201173
Elephant
AUUM71200495
Parker
BMG Gold Song; obo 8MG Rights Management (UK)

Ltd.
00:03:13
' 100%
Parker

LW.
00:03:15
100%
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%
AUUM71200408
.
.
Elephant
AUUM71200849
Elephant
AUUM71200850
HBT
BrnS
plc CHRYSALIS)
LICENSE NUMBER: USMEC-4030
DATE:
03/03/2014
TO:
Modular Recordings
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
lnnerSpeaker
PUBLISHER:
See Schedule A
RELEASE TITLE:
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.
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.
Accepted and Agreed To:

Modular Recordings
BMG RICt ITS MANAGEMENT (US). LLC
BY
AN AUTHORIZED SIGNATORY
AN AUTHORIZED SIGNATO
Tax ID #20-405534 3
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:
00:04:26
.%
Parker

Alter Ego
Parker

Management (UK) Lid.
00:04:47
100%
Lucidity
Parker

00:04:31
100%

Your Mind?
Parker

00:03:10
100%
Solitude Is BHss
Parker
BMG Gold Songs (ASCAP) ebo BMG Rights

00:03:55
100%
Jeremy's Storm
Parker
8MG Gold Songs (ASCAP) obo (3),/,G Rights

00:05:28
100%
Expectation
Parker

00:08:02
100%
The Botd Arrow Of Time
Parker

00:03:48
100%
Parker

00;03:45
100%
;t's Not Meant To Be
Parker
BMG Gold Songs (ASCAP) oboi3MG Flights

00:05:21
100%

Clouds
Parker
8MG Gold Songs (ASCAP) obo BM(.3 Rights

03:07:15
100%
Parker

00:04:2.6
100%
Alter Ego
Parker
8MG GM Songs (ASCAP) obo BMG Rights

00:04:47
100%
Lucidity
Porker
BMG Gold Songs (ASCAP) obo

Rights
00:04:31
100%

Your Mind?
Parker

00:03:19
100%
Solhudo Is 131ss
Parker
BMG Gold Songs (ASCAP) obo MG Rights

00:03:55
100%
Jeremy's Storm
Parker

00:05:28
100%
:1Don't Really Mind
100%
Expectation
Parker

00:05:02
100%
The Bold Aglow Of Time
Parker

00:03:48
100%
I Don't Real),Mind
Parker
WAG Gold Songs (ASCAP) obo BMG Rights

00:03:45
100%
Parkor
BMG Gold Songs (ASCAP) obo BMG Rios

00:05:21
100%

Clouds
Parker

00:07:15
100%
B G
CHRYSALI S
MECHANICAL LICENSE
TO:
Modular Recordings
cro Carroll, Guido & Groffman, LIP
5 Columbus Circle. 20" Floor
New York, NY 10019
LICENSE NUMBER: US-MEC-4038

03/03t2014
DATE:
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
WRITERS: see Schedule A
PUBLISHERS: see schedule A
RELEASE TITLE: InnerSpeaker
ARTIST: Tame Impala
RECORD LABEL:
RECORD!: MODCD126; MODCD126RT;

MDDDIG130; MODVL127
FORMAT: OPD; DPD; DPD; DPD
RELEASE DATE: 06/05/2010; 06/38/2010;

02/11/2011; 05/14/2010
TIME OF RECORDING: see Schedule A
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;
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;
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.

Modular Recordings
By
BMG RIGHTS MANAGEMENT (US), ILO
By:
AN AUTHORIZED SIGN
Tax ID #28-4055343
_7/4./
WAG Chrysalis
1745 Broadway 19 Floor Phone 212 561 3000

New York New York 10019 Fax 212 447 6865
info@bmgchrysalis.com
Mall
Internet www.bmgchryselis.com
Schedule A
Song:
Writers:
Publishers:
Song
Timing:
Denfro Bo, Desks Go

AUUM71C00132
Porker
BMG Gold Songs (ASCAP) obo BFRI Rights

00:04:28
100%
Alter Ego
Parker
BMG Gofd Songs (ASCAP) obo BMG Flights

00:04:47
100%
Lucidity
AUUk471000134
Parker
BASO Gold Songs (ASCAP) obo 8MG Rights

Management (UK) LW.
00:04:31
100%

Mind?
ACUM71000135
Solitude Is Bliss
AUUM71000136
Parker
' 8tdG Odd Songs (ASCAP) obo 8MG Rights

00:03:19
100%
Parker
WAG Goid Songs (ASCAP} obo BMG Rights

00:03:55
100%
Jeremy's Storm
AUUM71C00138
Parker

00:05:28
103%
Expectation
AUUM71000139
Parker

00:06:C2
100%
The BoW Arrow Of Time

AUUM71000140
Parker

Maragemanl (UK) LW.
00:04:24
100%
I Don't Real'y Mind

AUUM71000142
Parker

00:03:47
; 100%

AUUM71000131
Parker

00:05:21
100%
Runaway, Houses. City. Clouds

AUUM71000141
Parker

Managoment (UK) Ltd.
00:07:15
100%

AUUM71000132
Parker

00:04:26
100%
Alter Ego
AUUM71000133
Parker

00:04:47
100%
Lucidity
AUUM71000134
Parker

00:04:31
100%

Mind?
AUUM71000135
Solitude Is Bliss
AUUM71000136
Parker

Management (UK) Ltd,
00:03:19
100%
Parker
WAG Gold Songs (ASCAP) obo (MG Rights

00:03:55
100%
00.05:26
100%
00:06:02
100%
AUUM71000133
Jeremy's Storm
AUUM71000138
Porker
ExpedatIon
AUUM71000139
Parker

The Bold Arrow Of Tinier

AUUM7I000140
Parker

e0:04:24
100%
I Don't Really Mind

AUUM7I000142
Parker

Management (UK) Ud.
00:03:47
100%
its Not Meant To Bo

AUUM71000131
Parker
WAG Gold Songs (ASCAP) obo BMG Rights

00:05:21
100%
Runaway, Housas, City, Clouds

AUUM71000141
Parker
BMG Gold Songs (WAR) obo BMG Rights

00:07:15
100%
Island Walking
AUUM71000137
Parker
BMG Gold Songs (ASCAP) obo BMG flights

0D:03:05
100%
Parker
ShiG Gold Songs (ASCAP) obo BMG Rights

00:04:15
100%
Parker

00:08:14
100%
Parker
BMG Gold Songs (ASCAP) obo BMG, Rights

00:08:14
100%
Parker

00:03:55
. 100%
Solitude Is Bliss
AUUM71000537
Parker

Management (UK) lid.
00:04:22
100%
Solitude in Bliss
AUUM71000638
Parker

Management (UK) LW.
00:04:55
100%
Solitude Is Bliss
AUUM71000136
Parker

00:03:49
100%
Mind?
AUUM71100028
Why Won't You Make Up YOur
Mind?
AUUM71100025
Why Won't Ycu Make Up Your
Mind?
AUUM71100024
Solitude Is BIM
AUUM71000535
BMG
-CHRYSALIS
MECHANICAL LICENSE
TO:
Modular Recordings
c/o Carrol, Guido & Groffman, LIP,
5 Columbus Circle, 20" Floor
Now York, NY 10019

DATE'
03:04/2014
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.
PUBLISHERS: see Schedule A
RELEASE TITLE: Tame Impala LP
ARTIST: Tame Impala
RECORD LACIEL:
RECORD #; MODEP023
FORMAT: DPD
RELEASE DATE; 12/f 1/2012
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
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
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
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
5.
You need not serve cr file the notice of intention to obtain a compulsory license required by the Copyright
Act;
6.
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;
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
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
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;
without our prior written consent, but we may assign this license and/or any of the rights granted to us
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
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.

Modular Recordings
By:
MG RIGHTS MANAGEMENT (US), LLC
/1-1
By:
AN AUTHORIZED SIGNAT
Tax ID #26-4055343
LIMO Chrysalis
1745 Broadway 191" Floor Phone 212 561 3000
212 447 6885
New York New York 10019 Fax
Mall
Into@bmgchrysalls.com
Internet www.bmochrysalis.corn
Schedule A
Song:
Writers:
Song
Publishers:
TtniIng:
. .-.
. .
8MG Gold Songs obo BMG Rights Management (UK) O8:04:07
Ltd.
%
100%

AUUM70801198
Parker
Skeleton Tiger
AUUM70801192
Parker
BMG Gold Songs obo WAG Rights Management (UK) 0004:25

Ltd.
100%
Halt Fug Glass Of Wine

AUUM70801103
Parker
8MG Gold Songs obo BMG Rights Management (UK) 00:04:28

Ltd.
100%
41 Mosquitoes F1)lag In
Forrnatkin
AUUA170801184
Parker
100%
Slido Through My Fingers

AUUM70801190
Parker
Wander
AUUtA70301191
Parker
Ltd.
100%
Ltd.
WOG Gold Songs obo 8M0 Rights Management (11K) 00.05:14

Ltd.
100%

1
BMG
CHRYSALIS
MECHANICAL LICENSE
LICENSE NUMBER: US MEC-7341
DATE:
03/04/2014
TO:
Modular Recordings
do Carrell, Guido b Groffman, LLP
5 Columbus Circle, 20'" Floor
Now York, NY 10019
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.
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.
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, devices embodying sound synchronization with visual images.
18.The validity, construction, interpretation and toga! effect of this license shall be governed by both the Copyright Lew of the
United Stales and the laws of the State of New York applicable to contracts entered into and to be fully performed therein.
Modular Recordings
BY
BMG RIGHTS MANAGEMENT (US), LLC
BY
AN AUTHORIZED SIGNAT
Tax ID #26.4055343
0MG Chrysells
0 East 32" Street 11th Floor Phone 212 561 3000

212 447 6885
New York New York 10018 Fox
Mall
Into@bmgchrysalls.corn
Internet www.brnechrysalis corn
Schedule A
1.SOng:
. ..
Writers:
Publishers:
Song
Timing: .
00:04:07
%
.
100%
Parker
BMG Gold Songs obo CMG Rights

Skeleton Tiger
Parker

00:04:25
100%
Half Full Glass Of Wine
Parker
HMG Gold Songs obo 8MG Rights

00:04:28
100%
41 Mosquitoes Flying In
Formation
Parker
BMG Gold Songs obo 8MG Rights

OD:04:17
100%
Parker
BMG Gold Songs obo BMG Rights

00:03:20
100%
Wander
Parker
BMG Gold Songs obo BMG Rights

00:05:14
100%
Bmc3
CHRYSALIS
MECHANICAL LICENSE
DATE:
03103/2014
TO:
Modular Recordings
cro Carroll Guido & Groffman, LIP
5 Columbus Circle, 20'' Floor
New York, NY 10019
You have advised us, as publisher, that you wish 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 115 (c) (2) of the
Copyright Act.
SONG TITLE:
Sce Schedule A
WRITERS:
See Schedule A
PUBLISHER:
See Schedule A
RELEASE TITLE:
lonerism
ARTIST:
Tame Impala
RECORD LABEL:
RECORD 1:
MODCD 157; MODVL 161
FORMAT:
CD; VNL
RELEASE DATE:
10/09/2012; 10/09/2012
TIME OF RECORDING:
See Schedule A
ROYALTY RATE:
.0620
Upon your doing so, you shall have all the lights which are granted to, and all the obligations which are Imposed upon, users
el 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 States, provided that:
1. Within forty-five (45) 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 al the same time. Such accounting
shall be submitted In an electronic: data format such as Excel (.xis or .xisx), comma-separated values (.csv), or text lire (.Ix to
feVellies.usabinn,com. A royally templet will be provided upon request.
2. This mechanical license covers and Is limited to one particular recording of said copyrighted work as performed by the EOM
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 rospect to all such phonorecords manufactured and sold In the United States for domestle sates, the royally rate
hereunder shall be controlled at ten (10) x 75% of the minimum statutory rate In effect al the time of the release of the
applicable album pursuant to the agreement between Modular Recordings Pty Limited end Kevin Parker, Jay Watson and
Dominic Simper, dated November 12, 2008.
4, 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 (1) may not change
the basic melody or fundamental character of the copyrighted work, (ii) shell not be subject to protection under the Copyright
Act by you es a derivative work, and (Ili) all copyrights and other rights In and to any 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 all purposes treated
es if (and deemed to be) a separate license and, without In any way ginning 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, to inspect, al your place of business and during usual business hours, upon written
notice, oil books, records and other documents relating to the manufacturing and distribution of phonorecords pursuant to this
l!cense. We shall have the right to make copios of such books, records and other documents as same may relate to lite
subject matter of this license. The cost of such audit shell be our responsibility. Notwahstanding 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 COW Of such audit p:us Interest on any sums duo at the prime rate at leading New York
City banks at the time; and tit) 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, nor once per statement.
7. In the event you foil 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 license shall terminate without further
notice. 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.
Notwithstanding revocation of the license, you shall remain liable to us for at monies previously accrued hereunder.
8. You need not serve or file the notices required by the Copyright Act.
9. This icense is limited to the United States, its territories and possessions and specifically excludes those phonorecords
manufactured and sold in the United States for export.
10.In the event we ate 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 reasonable, actual outside attorneys' fees, and you shell abide by any ruling
made by the Court with respect to the payment of costs and reasonable attorneys' fees fn 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 and signed by one of our authorized signers.
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 end the lotol liability of the owner(s) of the copyrighted work shall not exceed, under any
circumstances the royalties paid to us pursuant to this rcense.
14.This license shall be binding upon the earlier of your countersigning at toast one copy hereof to 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 at the
rate of one (1%) per month from the date 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, devices embodying sound synchronization with visual Images.
17.The validity, construction, Interpretation and legal effect of this license shall be governed by both the Copyright Law of the
United Stales end the lows of the State of New York applicable to contracts entered into end to be fully performed therein.

Modular Recordings
BY
WO RIGHTS MANAGEMENT (US), LLC
BY
A
AN AUTI tORIZED SIGNATOR "
Tax 10 #26-4055343
BMG Chrysalis
th
1745 Broadway 19 Floor Phone 212 561 3000
New York New York 10019 Fax 212 447 6885
Mail
Inio@bmgchrysalis.corn
Internet www brnycliusalls,com
Schedule A
i Song:
Writers:
. .
Publishers:
PAGE 1 012
Song
Timing:
OD:03:22
100%
Be Above I(
Parker
CMG Gold Songs (ASCAP) obo 8MG Rights

Endors Tol
Parker
13MG Gold S01199 (ASCAP) obo BMG Rights

00:03:07
100%
ParkeriWalson

00:05:57
100%
Mind Mischief
Parker

00:04:32
100%
Parker

Managemert (UK) Ltd.
00:05:12
100%
Why Won't Thoy Talk To Me?
Parker
8MG Geld Songs (ASCAP) obo BMG Rights

03:04:46
100%

Backwards
Parker
13M0 Gold Songs (ASCAP) obo BM() Rights

00:03:13
100%
Keep On Lying
Parker
BMG Gold Songs (ASCAP) oho 8MG /lights

00:05:65
100%
ParkerNVatson
BMG Gold Songs (ASCAP) ob0 8k1G Rights

00:03:33
100%
Parker
8MG Gold Swigs (ASCAP) obo BMG Rights

00:00:57
100%

So Far Has Bean Anything
Parker

00:06:01
100%
Sun's Coming Up
Parker

00:05:20
100%
Be Above It
Parker

Monagoment (VK) Ltd.
00:03:22
100%
Endors Tel
Parker

Management (OK) I Id.
00:03:07
100%
ParkoriWatson

00:05:67
100%
Mind Mischief
Parker

00:04:32
100%
Music To Walk Home By
Parker

00:05:12
100%
Apocalypse Dreams
.
Elephant
Apocalypse Dreams
Parker

00:04:46
100%

Backwards
Parker

00:03:13
100%
Keep On tying
Parker

00:05:55
100%
Parker/Watson

"00:03:33
100%
Parker
BMG Gold Songs (ASCAP) cbo BMG Rights

00:00:57
100%

Parker
HMG Gold Songs (ASCAP) obo BMG Rights

00:08:01
100%
Sun's Coming Up
Parker

00:05:20
100%
Elephant
BMG
CHRYSALIS
MECHANICAL LICENSE
TO:
Modular Recordings
do Carroll, Guido & Groffinan, LLP
6 Columbus Circle, 20th Floor
Now York, NY 10019
LICENSE NUMBER: USMEC7352

DATE:
03/05/2014
You have advised us, as publisher, that you IN s h 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 "DPDs'), of the
copyrighted work listed below, under the compulsory license provision of Section 115 of the Copyright Act. The
provisions hereof vary the terms of the compulsory license provision of the Copyright Act applicable to DPOs. Your
making end distributing of DPDs of any such work shall constitute assent to those terms.
PUBLISHERS: soo schedule A
RELEASE TITLE: lonorlsm
ARTIST: Tam Impale
RECORD LABEL:
RECORD 0: MODC0167S; MODCD157; unknown;

unknown; MrlEons
FORMAT: DPD; DPD; DPD; OPO; OPO
RELEASE DATE: 10/05/2012; 10/05/2012;

07/02/2013; 07A22/2013;
07/02/2013
ROYAL TY RATE: Statutory
ISRC A. sco 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 Act, after
phonorecords of the copyrighted work have been distributed to the public In the United States, under the authority
of the copyright owner by another person, except that with respect to DPDs thereof made and distributed
hereunder:
1. Within forty-five (45) days after 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 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 shall be submitted in an electronic data format such as Excel
(.xis or .xlsx), comma-separated values (.csv), or text file (.txt) to r_yalties.usCo~bescoph. A royally
2.
For such DPDs mado and distributed, the royalty shall be the statutory rate in effect at the time each DPD
is distributed. In the event the statutory rate is hereinafter increased, then with respect to all such records
astrIbuted from and after the effective dale of such Increase, the royalty rate hereunder shall bo such
Increased statutory rale;
3.
This compulsory license covers and is limited to one particular recording of said copyrighted work as
performed by the artist and on the DPD configuration number Identified above; and this compulsory
license does not supersede nor in any way affect any prior agreements now in effect respecting
4.
In the event you fall 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 w;thin thirty (30) days from the date of such notice, this
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
5.
You need not serve or file the notice of Intention to obtain a compulsory license required by the Copyright
Act;
6.
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 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 shalt be no right of offset between such licenses or otherwise In connection herewith;
8.
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
manufacturing and distribution of DPDs pursuant to this license. We shall have the right to make copies of
such bcoks, records end other documents as same may relate to the subject matter of this license. The
cost of such audit shell be our responsibility. Notwithstanding the foregoing, or anything set forth to the
contrary In this license, if any such audit reflects en 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 (it) 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 end other documents more than once per calendar year;
0.
The authority hereunder is limited to (i) the making and distribution of OPDs, end (a) 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 DPDs 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 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
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 one of our authorized signers;
vdthout Our prior written consent, but we may assign this license and/or any of the rights granted to us
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 erect to us pursuant to this license.
14. This license shall be binding upon the earlier of your countersigning at least ono copy hereof in the place
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 validly, 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 appticable to contracts entered
Into and to be fully performed therein.

Modular Recordings
RAG RIGHTS MANAGEMENT (US), LIG
By . CAN AUTHORIZED SIGNATORY
Oy:
AN AUTHORIZED SIGNATOR/7 /
Tax ID #26-1065343
//6/2.7-
MG Chrysalis
1745 Broadway 1914 Floor
New York New York 10019
Phone 212 561 3000

212 447 6885
Fax
Mail
Info@bmgchrysalls,com
Internet wvAv.bmgchrysalls.com
Schedule A
Song:
Be Above It
AUUM71200487
Endors Tot
AUUM71200488
Apocalypse Dreams
AUUM71200480
Mind Mischief
AULM71200490
Mus'c To Walk Home By
AUUM71200491
Why Wonl They Talk To Mo?
AUUM71200492
Backwards
AUUM71200493
Keep On Lying
AUU/A71200494
Elephant
AUUM71200495
AVUM71200406
Nothing That Has I lappsned
AUUM71200497
Sun's Coming Up
AUUM71200498
Mad Mischief
AUUM71300143
Mind Misch'ef
AUUM71300144
Be Above It
AUU M7I200487
Endors Tot
AUUM71200488
Apocalypse Dronnts
AUUM71200489
Mind Mischief
AUUM71200400
AUUM7120041)1
A1)UM71200492
Feels Ike We Only Go
Backwards
AUUM71200493
Keep On Lying
AUUM71200494
Elephant
AUUM71200495
AUUM71280498
Writeres
Parker
Parker
ParkerMialson
Parker
Parker
Parker
Parker
Parker
ParkarANa Mon
Parker
Parker
Parker
Porker
Parker
Parker
Parker
Parker/Walson
Parker
Parker
Parker
Parker
Parker
Parker/Watson
Parker
Parker
Publishers:
SOng
Timing:
Ltd.
L(d.
BMG Gold Songs cbo BMG Rights Management (UK) 00:06:67
Ltd.
EIMO Gold Songs obo BMG Rights Management (UK) 00:04:32
Ltd.
Ltd.
Ltd.
Ltd.
%
100%
100%
100%
100%
100%
100%
100%
BMG Gold Songs obo BMG Rights Menngemcnt (UK)

Lid.
BMG Gold Songs cbo 8MG Rights Management (UK)
00:05:55
100%
00:03:31
100%
Bk1G Gold Songs obo BMG Rights Management (UK)

Ltd.
BMG Cold Songs obo WAG Rights Management (UK)
Ltd.
00:00:57
100%
00:06:01
100%
BMG Gold Scngs obo BMG Rights Management (UK)

Ltd.
8k4G Gold Songs obo BMG Rights Management (UK)
Ltd,
Ltd.
8MG Gold Songs obo WAG Rights Management (UK)
Ltd.
WAG Gold Songs obo MO Rights Management (UK)
Ltd.
Lld.
WAG Gold Songs nbo MG Rights Management (UK)
Ltd.
BMG Gold Songs obo 811,16 Rights Management (UK)
Ltd.
Ltd.
8MG Gold Songs obo BUG Rights Management (UK)
Ltd.
00:05:20
100%
00:10:40
103%
00:05:12
100%
00:03:22
100%
00:03:07
100%
00:05:57
100%
00:04:32
100%
00:05:12
100%
00:04:48
100%
00:03:13
100%
00:05:55
100%
00:03:31
100%
00:00:57
100%
00:08:01
100%
EiM0 Gold Songs obo BMG Rights Management (UK)

Ltd.
Ltd.
BMG Gold Songs obo 8MG RIghts Management (UK)
Ltd.
Ltd.
AUUM71200497
Sun's Corning Up
AUUM71203498
Parker
MO Gold Songs obo MG Rights Management (U1()

Ltd.
00:06:20
100%
Led Zeppelin
Parker
MG Gold Songs obo BMG Rights Management (UK)

Ltd.
00:03:08
100%
Mind Mischief
AUUM71203400
Parker

Ltd.
00:04:32
100%
Mind Mischief
AUUM71300143
Parker
HMG Gold Songs obo 8MG Rights Management (UK)

Ltd.
00:10:48
100%
Mind Mischief
AUUM71300144
Patkof
BMG Gold Songs obo BMG RIgMs Management (UK)

Ltd.
00:05:12
100%
Feels Like Wo Only Go

Backwards
AUUM71200403
Parker

Ltd.
00:03:13 :100%

Backwards
AUUM71201172
Parker

Ltd.
00:03:15
100%
Feels Ilk We Only Go

Backwards
AUUM71201173
Elephant
AUUM71200495
Parker

Ltd.
00:04:23
100
Parker/Watson
BM() Gold Songs obo BMG Rights Management (UK)

Ltd.
00:03:31
100%
Park anWalson
BMG Gold Songs o bo BMG Rights Management (UK) ' 00:05:39

Ltd.
100%
Parker/Watson

Ltd.
100%
AUUM71200490
.
.
Elephant
AUUM71200849
Elephant
AUUM71200850
00:07:20
EXHIBIT "C"
BMG
CHRYSALIS
11 February 2015
VIA U.S. MAIL &

FEDERAL EXPRESS
Modular Recordings
do Carroll, Guido & Groffman, LLP
5 Columbus Circle, 20th Floor
New York, New York 10019
Attention: Kelly Irene Corson
Re:
NOTICE OF BREACH
Dear Gentlepersons:
BMG Rights Management (US) LLC ("BMG") owns, administers and/or otherwise controls the
catalogs of Bug Music, Cherry Lane Music, Crosstown, Chrysalis, Evergreen, Primary Wave, and
Stage Three Music. Accordingly, our exclusive rights include an interest in and to certain musical
compositions (the "Compositions") written by Kevin Parker and Jay Watson (collectively p/k/a
"Tame Impala") which are embodied on the albums entitled Innerspoaker, Lorierism, as well as
Tame Impala EP (the "Albums"). An enumerated schedule of the Compositions will be made
available promptly upon request.
It has been brought to my attention that despite repeated efforts certain Albums are being
distributed by Modular Recordings ("Modular") and Modular's various licensees throughout the
United States, its territories and possessions for which we have not received proper statements
of account and/or proper payments of mechanical royalties. More specifically, 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 set forth on
Exhibit "A".
Accordingly, this letter serves as our formal written demand that Modular immediately
cease, desist, and refrain from any further violation of BMG's and/or the rights of Mr.
Parker and Mr. Watson in and to the Compositions until any and all such breaches are
cured (with respect to the applicable mechanical licenses).
Please forward to my attention, no later than thirty (30) days from receipt of this letter, a full
accounting of any and all uses of the Compositions by Modular including, but not limited to, any
and all uses involving the manufacture, sale and/or distribution of the Compositions in connection
with phonorecords along with any and all revenues (or other remuneration) received therefrom.
BMG RIGHTS MANAGEMENT (US) LLC

1745 Broadway 19th floor
New York NY 10019
U.S.A.
Phone +1 212 561-3527

Fax
+1 212 683-2040
Mail
keith.hauprich@bmgchrysalis.com
Internet www bmgcbrysalis com
Should Modular not promptly cure the breaches set forth herein, we are fully prepared to pursue
any and all rights granted pursuant to the United States Copyright Act and any and all additional
legal causes of action including, but not limited to, breach of contract and unfair competition as
well as rescinding any and all mechanical licenses.
Nothing contained in this letter is intended, or shall be construed, as an admission of any fact, nor
a waiver of any rights, claims or remedies which we have asserted or may assert in the future in
connection with this matter. This letter is sent without waiver of any of our rights and remedies, at
law or in equity, each of which is expressly reserved.
This letter is not for publication or dissemination which is prohibited.
Sincerely,
Keith C. Hauprich
Vice President, Business & Legal Affairs
Exhibit "A"
Applicable Mechanical Licenses
1. Mechanical License No. US-MEC-4036 dated March 3, 2014 by and between BMG
Rights Management (US), LLC and Modular Recordings relating to the album entitled
"InnerSpeaker'
"InnerSpeaker"
"Tame Impala EP"
"Tame Impala EP"
"Lonerism"
"Lonerism"

Tame Impala

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Tame Impala

Uploaded by

Copyright:

Available Formats

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

IN THE UNITED STATES DISTRICT COURT

BMG RIGHTS MANAGEMENT (US),

Case No. 15-CV-3615 (ER)

COMPLAINT FOR DAMAGES;

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 2 of 56

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 3 of 56

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

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

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

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

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 4 of 56

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 5 of 56

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 6 of 56

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

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

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

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 7 of 56

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 8 of 56

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

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

Notwithstanding those promises and obligations, Defendants failed to account to

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 9 of 56

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

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

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 10 of 56

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

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

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

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 11 of 56

Upon information and belief, Defendants have refused to terminate their

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

Upon information and belief, Defendants' contributory and vicarious infringement

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 12 of 56

Plaintiff incorporates paragraphs 1 through 44 herein above and each allegation

therein as if fully set forth herein.

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

Plaintiff incorporates paragraphs 1 through 47 herein above and each allegation

therein as if fully set forth herein.

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 13 of 56

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

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

Plaintiff incorporates paragraphs 1 through 53 herein above and each allegation

therein as if fully set forth herein.

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 14 of 56

Defendants' conduct as set forth above constitutes common law unfair

Plaintiff incorporates paragraphs 1 through 56 herein above and each allegation

therein as if fully set forth herein.

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

In light of the foregoing, on or about April 21, 2015, BMG demanded an

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

In light of the foregoing, no adequate legal remedy exists to address Modular's

refusal to allow an inspection of its books and records.

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

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

Case 1:15-cv-03615-ER Document 1 Filed 05/08/15 Page 16 of 56

DEMAND FOR JURY TRIAL