JUDGE 8RODERICK

JS 44C/SDNY

CIVIL COVER SHEET

"REV. 4/2014

15 CV

<3s/

The JS-44 civilcover sheet and the information contained herein neither replace nor supplement the filingand service of
pleadings or other papers as required by law, except as provided by local rules of court. This form, approved by the
Judicial Conference of the United States in September 1974, is required for use of the Clerk of Court for the purpose

ft

"JAN 2 12015

initiating the civil docket sheet.

PLAINTIFFS

DEFENDANTS

*Pe.K;dvLw- Kcccy^dr {_ c
ATTORNEYS(FIRM NAME, ADDRESS, ANDTELEPHONE NUMBER

ATTORNEYS (IF KNOWN)

JL2-5
CAUSE OF ACTION (CITE
(CITE THE U.S. CIVIL STATUTE
STATUTE UND
UNDERWHICH

YOU ARE FILING AND WRITEA BRIEFSTATEMENT OF CAUSE)

(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)

Has this action, case, or proceeding, or one essentially the same been previously filed in SDNY at any time?

If yes, wasthis case Vol. Q Invol. fj Dismissed. No r~J Yes Q

IS THIS AN INTERNATIONAL ARBITRATION CASE?

No IX

(PLACE AN [x] IN ONEBOXONLY)

If yes, give date

& Case No.

Yes Q
NATURE OF SUIT

TORTS

CONTRACT

N<J&esQlu
Judge Previously Assigned

ACTIONS UNDER STATUTES

PERSONAL INJURY

PERSONAL INJURY

FORFEITURE/PENALTY

BANKRUPTCY

OTHER STATUTES

[ 1422 APPEAL

1400 STATE
Hi

[ ] 367 HEALTHCARE/
[]110
[J 120
[1130
I ]140

INSURANCE
MARINE

[ ]310 AIRPLANE
[ ] 315 AIRPLANE PRODUCT

MILLER ACT

LIABILITY

NEGOTIABLE

[ ] 320 ASSAULT, LIBEL &

INSTRUMENT

[J 150

RECOVERY OF
OVERPAYMENT &

SLANDER

[ J 330 FEDERAL
EMPLOYERS'
LIABILITY

ENFORCEMENT
MEDICARE ACT

[ ] 340 MARINE
[ ] 345 MARINE PRODUCT

RECOVERY OF
DEFAULTED
STUDENT LOANS

[ ] 350 MOTOR VEHICLE

[ ] 355 MOTOR VEHICLE

OF JUDGMENT

[ 1151
I 1152

LIABILITY

(EXCL VETERANS)
[ ] 153

INJURY/PRODUCT LIABILITY

[ ] 365 PERSONAL INJURY

PRODUCT LIABILITY

[ ] 368 ASBESTOS PERSONAL

[ ] 360 OTHER PERSONAL

OF VETERAN'S

[ ] 362 PERSONAL INJURY -

INJURY
MED MALPRACTICE

STOCKHOLDERS

LIABILITY

[ ] 370 OTHER FRAUD

[ 1371 TRUTH IN LENDING

SOCIAL SECURITY

PROPERTY DAMAGE

[ 1 385 PROPERTY DAMAGE

r w

CONTRACT

[ ] 463 ALIEN DETAINEE

[ ] 510 MOTIONS TO

REAL PROPERTY
LAND
CONDEMNATION

[ J 220
I I 230

FORECLOSURE

RENT LEASE &

EJECTMENT

VACATE SENTENCE
28 USC 2255

[ ] 440

I 1210

LABOR

[ ] 710 FAIR LABOR

STANDARDS ACT

[ ] 720 LABOR/MGMT

CIVIL RIGHTS

OTHER CIVIL RIGHTS

(Non-Prisoner)

[ J 441 VOTING
[ ] 442 EMPLOYMENT
[ ] 443 HOUSING/
ACCOMMODATIONS

[ ] 445 AMERICANS WITH

DISABILITIES EMPLOYMENT

[ I 240
[J 245

TORTS TO LAND
TORT PRODUCT
LIABILITY

[ 1446 AMERICANS WITH

[ J 290

ALL OTHER

[ ] 448 EDUCATION

] 410 ANTITRUST
] 430 BANKS & BANKING
J 450 COMMERCE
J 460 DEPORTATION
J 470 RACKETEER INFLU
ORGANIZATION ACT

(RICO)
[ ] 480 CONSUMER CREDIT
[ ] 490 CABLE/SATELLITE TV
[ I 850 SECURITIES/
COMMODITIES/

[ ] 380 OTHER PERSONAL

PRISONER PETITIONS

[J196 FRANCHISE

PROPERTY RIGHTS

REAPPORTIONMENT

[
[
[
[
[

ENCED & CORRUPT

OTHER

ACTIONS UNDER STATUTES

28 USC 157

[ ] 820 COPYRIGHTS
[ ] 830 PATENT
[ ] 840 TRADEMARK

PRODUCT LIABILITY

CONTRACT

[ ] 423 WITHDRAWAL

[ ] 690 OTHER

PERSONAL PROPERTY

SUITS

PRODUCT
LIABILITY

21 USC 881

] 375 FALSE CLAIMS

28 USC 158

INJURY PRODUCT

JM190
[1195

SEIZURE OF PROPERTY

PRODUCT LIABILITY

RECOVERY OF
OVERPAYMENT
BENEFITS

[1160

PHARMACEUTICAL PERSONAL p, 625 DRUG RELATED

[ ] 530 HABEAS CORPUS

[ J 535 DEATH PENALTY
[ J 540 MANDAMUS & OTHER

1861
] 862
] 863
] 864
] 865

HIA(1395ff)
BLACK LUNG (923)
DIWC/DIWW (405(g))
SSID TITLE XVI
RSI (405(g))

EXCHANGE

[ ] 890 OTHER STATUTORY

RELATIONS

ACTIONS

[ ] 740 RAILWAY LABOR ACT

[ ] 751 FAMILY MEDICAL

LEAVE ACT (FMLA)
[ ] 790 OTHER LABOR
LITIGATION

[ ] 791 EMPL RET INC

SECURITY ACT
IMMIGRATION

PRISONER CIVIL RIGHTS

[ ] 462 NATURALIZATION
[ J 550 CIVIL RIGHTS
[ ] 555 PRISON CONDITION
[ ] 560 CIVIL DETAINEE

[
[
[
[
[

APPLICATION

[ ] 465 OTHER IMMIGRATION

[ ] 891 AGRICULTURAL ACTS

FEDERAL TAX SUITS

[ ] 870 TAXES (U.S. Plaintiff or

Defendant)
[ 1 871 IRS-THIRD PARTY

[ 1 893 ENVIRONMENTAL
MATTERS

[ ] 895 FREEDOM OF
INFORMATION ACT

26 USC 7609

[ ] 896 ARBITRATION
[ ] 899 ADMINISTRATIVE
PROCEDURE ACT/REVIEW OR
APPEAL OF AGENCY DECISION

[ ] 950 CONSTITUTIONALITY OF
STATE STATUTES

ACTIONS

CONDITIONS OF CONFINEMENT

DISABILITIES -OTHER

REAL PROPERTY

Check ifdemandedin complaint:

CHECK IF THIS IS ACLASS ACTION

UNDER F.R.C.P. 23

DEMAND $_

OTHER

QaYOUCLAjM THIS CASE IS RELATED TOACIVIL CASE NOW PENDING IN S.D.N.Y.?

JUDGE

DOCKET NUMBER

Check YES onlyifdemandaain complaint

JURY DEMAND: lYYES DjO

NOTE: You must also submit at the time of filing the Statement of Relatedness form (Form IH-32).

(PLACEAN x INONEBOXONLY)

JH 1 Original

Proceeding

ORIGIN

2 Removed from

LJ 3

s,ate Court

| | 4 Reinstated or

Remanded

J | 3. all parties represented

Q 5 Transferred from Q 6 Multidistrict

I I 7 Appeal to District

Litigation

(Specify District)

Reopened

from

Appellate
Court

Judge from
Magistrate Judge
Judgment

| | b. At least one
party is pro se.

(PLACEAN x INONEBOXONLY)

IF DIVERSITY,INDICATE

BASIS OF JURISDICTION

1 U.S. PLAINTIFF Q2 U.S. DEFENDANT 3 FEDERAL QUESTION

&(4 DIVERSITY

CITIZENSHIP BELOW.

(U.S. NOT A PARTY)

CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)

(Place an [X] in one box for Plaintiffand one box for Defendant)
CITIZEN OF THIS STATE

CITIZEN OF ANOTHER STATE

PTF

DEF

[]1

[ H

PTF DEF

X2 v4

CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY

[]3[]3

INCORPORATED or PRINCIPAL PLACE

[ 14 [ ] 4

INCORPORATED and PRINCIPAL PLACE

PTF

DEF

[ ]5

[ ]5

[ ]6

[ ]6

OF BUSINESS IN ANOTHER STATE

FOREIGN NATION

OF BUSINESS IN THIS STATE

PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)

(LUttlotte. /(/(I 2&2J6

DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)

SUzcr

If**/

DEFENDANT(S) ADDRESS UNKNOWN

'

M^^^

REPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN
RE9IBENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:

Check one: THIS ACTION SHOULD BE ASSIGNED TO:

WHITE PLAINS

|M MANHATTAN

(DO NOT check either box ifthis a PRISONER PETITION/PRISONER CIVIL RIGHTS

COMPLAINT.)

DATE

[)/

//ldllPlS^
SIGNATURE OF ATTORNEY OF RECORD Y^_, <j___
r
1

'

,^L^N/

'

RECEIPT*

I'

^>

ADMITTED TO PRACTICE IN THIS DISTRICT

UNO

_
\X YES (DATE ADMITTED Mo. Q 3 Yr. lYlX)
Attorney Bar Code # "i J UI ~~Z- /">

Magistrate Judge is to be designated by the Clerk of the Court

-**

ixr

1 <\ is so Designated.

Magistrate Judge
Deputy Clerk, DATED.

Ruby J. Krajick, Clerk of Court by.

UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)

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Winston Johnson Raghnal & Associates P.C.

John Johnson, Esq.
225 Broadway, Suite 700

New York, New York 10007

JUDGE BRODERICK

212-566-3019

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

TRAVIS GREENE,
Plaintiff,

)
)

_.

j_g gWlLAC

PENDULUM RECORDS, LLC.)

RUBEN RODRIGUEZ
)
PRESIDENT
)
Defendants.
)

"

_-,
r-5

COMPLAINT FOR DECLARATORY JUDGEMENT AND INJUNCTIVE RELIEF

ALTERNATIVELY ACTION FOR BREACH OF CONTRACT/RESCISSION

JURISDICTION AND VENUE

1. The plaintiff is a citizen of the State of North Carolina. He brings this action seeking a

declaratory judgment and injunctive relief. The defendant(s) are Delaware Corporation, with its
headquarters located in Fort Lee, New Jersey.
2. The amount in controversy is greater than $75,000.00, based on the prior contract
between the parties, and plaintiffs current contract. Pursuant to 28 U.S.C. Section 1332, this

Court has subject jurisdiction over the parties.

1-a

3. Additionally, paragraph 18 of the terminated Agreement between the between the

plaintiff and the defendant(s) provides that the New York courts both federal and state shall have
jurisdiction over any controversy between the parties based upon the contract, specifically any
court in New York County.

4. Venue is proper in the Southern District of New York based upon the above stated
contract provision.
FACTUAL ALLEGATIONS COMMON TO ALL CAUSES OF ACTION

5. On or about November 17, 2009 the parties entered into a contractual agreement. Said

Agreement is attached hereto as Exhibit "A". Essentially the Agreement provided that the
plaintiff would record gospel music for the defendants' at the cost of the defendants. The
defendants were obligated inter alia, to pay recording costs-second album going forwardaccount, and pay royalties to the plaintiff. The payment for recording services was the essence
of the Agreement.

6. The plaintiff entered into this Agreement without the benefit of an attorney. The
defendant Ruben Rodriguez called his lawyer with the plaintiff on the phone to negotiate the
deal. Notwithstanding, the wording placed in the Agreement urging the plaintiff to seek out a
lawyer before signing the Agreement, defendants ignored that wording, and quickly began to

negotiate the deal over the phone. Plaintiff has no legal training. Plaintiff has no knowledge of
negotiating a recording contract. The plaintiff eventually executed the Agreement and became
bound thereby.

7. In his negotiations, the plaintiff failed to realize that the Agreement provided that he
would record the first album on his own and at his own expense. The defendants would provide

him no recording budget or reimbursement for the recording cost for that album. The standard

practice in the music industry is that a new recording artist is provided with a recording budget.
Such a budget allows the artist to hire musicians, producers, and recording studio time without

coming out of pocket. These costs are then recouped by the record company from the sales of
the recordings.

8. In the instant matter, the defendants urged the,plaintiff to sign an Agreement that they
knew or should have known was way outside of the standard music industry practice. There was

no way plaintiff could have known his was entitled to a recording budget. Hypothetically, if the

Agreement were reviewed by an attorney the atrocity of providing the defendants with a "free"
record would not have occurred. However, the plaintiff continued to work with the defendants in
good faith and without knowledge of their deception.

9. The essence of the Agreement required that the defendant(s) release a Single

Recording or Album within specified dates. The Agreement fortuitously states "Company will
have the following options to release records embodying the Masters as follows:

(ii) the first singlewithin six (6) months following delivery to and acceptance by us of the
last Master required;

(iii) a second single within six (6) months following the release of the proceeding single;
and/or

(iv) an Album within six (6) months following the first or second single as we in our sole
discretion may determine.
Further, the Agreement provides:

"should we fail to release a single or Album within the time specified in this initial term
and such failure continues for ninety (90) days following your notice to us to such effect, then
the Term of this Agreement will terminate and neither of us will have any liability to the other
except for provisions that survive termination such as warranties and representations and our
obligation to account to you and pay royalties if due. If we release the required record within the
ninety (90) day period following your notice to us then the term of this Agreement will
continue."

10. The plaintiff submitted the completed Album in 2009 for the initial contract period as

per the Term under the Agreement. The defendants received a windfall in obtaining a signed
contract along with a fully recorded first album for free.

11. The defendants took advantage of the windfall, and completed a final mix of the
album. A single was released for sale to the public in March 2010.

The Album itself was

released on or about June 2010. A subsequent Single from the album was released in August
2010.

12. The Agreement between the parties requires that the defendants first release a single,
then after six months a second single, and after another six months an Album is to be released.

In 2010 the defendants released records in a haphazard manner in purportedly relying on the "in
our sole discretion" provision of the paragraph. Nonetheless, plaintiff adhered to his obligations
under the Agreement.

10. Paragraph 1(c) of the Agreement provides

"Thereafter following the release of the first LP (Album), we will have six (6)
consecutive and irrevocable options to request you to record and deliver an additional LP in each
instance. Each such option will be exercised, if at all, by written notice to you within twelve
months after your delivery of the prior LP as provided in Article 2 below. You will deliver each
option LP reasonably promptly after our option exercise."

11. Paragraph 2 of the Agreement is entitled Term. It provides that:

"The date twelve months after delivery to us of a particular LP is the 'Option Date'. If
we have not prior to the Option Date sent you a written notice either terminating the term of the
Agreement ('Termination Notice') or exercising the option for the next LP, you shall if you so
elect, send us notice in writing by registered or certified mail (the Proposed Termination
Notice") at any time after the Option Date that you desire the term to end thirty days after receipt
by us of your Proposed Termination Notice ('the Outside Option Date'). If we do not exercise
our option prior to the end of the Outside Option Date, the term will end on the last day of the
Outside Option Date."

12. Furthermore the Paragraph provides that

"We (defendants) shall have the right to exercise our option at any time prior to the
Outside Option Date, and in such event, the option shall be exercised on the later of the notice of
the exercise of the option or Option Date... Our failure to exercise an option by the Option Date
shall not result in the termination of this Agreement nor shall such failure be deemed to be an
exercise of the option for the next LP; unless and until we either send you a Termination Notice
or you send us a Proposed Termination Notice and we do not exercise an option prior to the
Outside Option Date, (emphasis added) the term of this agreement shall continue in full force
and effect."

13. In 2011 no singles or Albums were released by the defendants in contradiction of the
Agreement. The Agreement required that the defendants provide the plaintiff with written notice
within twelve months after the release of the first Album to begin recording and deliver the
second album which they failed to do. The defendants also failed to exercise a written option.

14. Notwithstanding, the defendants' failure to exercise the next option, or release any
music, the plaintiff continued to work with the defendants in good faith to make the arrangement

between the parties work. The plaintiff reached out in or about July 2011 letting the defendants
know that he was working on new music on his own. Again, the defendants did not send a
written exercise of option, or offer the plaintiff a recording budget, nor did they release any
music in 2011.

15. In or about 2012, the defendant Ruben Rodriguez knew or should have known that

the Agreement required that he send a written notice to the plaintiff exerting his option if he
wanted the plaintiff to provide him with new music. This defendant knew or should have known
that if he wanted new music from the plaintiff he also needed to provide plaintiff with a
recording budget. Pursuant to the Agreement there were to be no more free albums for his
record company.

16. The plaintiff did not receive a budget, nor reimbursement for the music he had
produced on his own. Nor did the plaintiff receive any notice that the defendants sought to

exercise their option for a new term. The plaintiff did receive a call from Rodriguez askinghim
to send more music. The plaintiff had no legal knowledge of the contractual terms and simply
believed that he was fulfilling his obligations. The defendants on the other hand knew or should
have known full well what the contract required for new music to be submitted. This is not the
defendants' first rodeo1.

17. Without exercising an option or providing a recording budget as required by the

Agreement the defendants urged the plaintiff to provide them with new music. Defendants
accepted new music from the plaintiff without exercising an option. In May of 2012 the
defendants released "Living Water" which the plaintiff recorded on his own, with his own
money. Again, in good faith, the plaintiff simply recorded songs in the belief that he was
fulfilling his obligations under the Agreement. The defendants took the songs, and had at least
one song re-mixed. Subsequently, they released "Living Water".

18. The plaintiff continued work in good faith. The defendants accepted the new musical
work, yet failed to simply send a written notice that they were exercising the option.

The

plaintiff could have sent a notice terminating the Agreement at that time. However, he continued
to believe that the defendants had his best interest at heart. Frankly he did not understand the

Agreement and failed to exercise his rights. He simply wanted to live up to his end of the
bargain, and be a recording artist.

The defendants' failure to provide any written notice as

mandated, while still accepting the new recording from the plaintiff, is unconscionable.
19. If this practice continued the Agreement would simply run in perpetuity based on the
defendants' failure to act or until the plaintiff became feed up with the situation. Purportedly, the
intention of the defendants was to allow this scenario to continue. The facts were perfect, an

www.pendulumrecords.biz/about~pendulum-records/

artist who was eager to record, and a record label that refused to abide by the contract that it
drafted. This situation only benefited the defendants.
20. In this situation the benefit to the defendant's is that they received recordings from

which sales were generated. They never paid the plaintiff any royalties from any of the released
material. With respect to the new music produced by plaintiff, the company received the royalty

profits from sales, yet never paid out any money for the initial recording of the music or
royalties.

21. After submitting the "Living Water" single, the plaintiff then provided the defendants
with an album which had fourteen additional songs. This submission was at the telephone behest

of Ruben Rodriguez. This album was accepted by the defendants, and purportedly submitted to
the defendants re-mix engineer.

The plaintiff was never informed that the songs were

unacceptable, which would be required by the Agreement if the songs did not meet defendants
standards. Defendants failed to provide a budget or reimbursement, and once again failed to

send a written exercise of option. The defendants did keep the material!
22. The defendants failed to pay royalties to the plaintiff based on sales of any of the

music submitted and released by the defendants.

No accounting was ever provided to the

plaintiff for any of the released music.

23. While the Agreement between the parties required that once the music was submitted
to the defendants they were required to release two singles and then an Album, the defendants

failed to release any single or album after the release of the "living Water" single in May 2012.
24.

The failure of the defendants to provide the aforementioned documentation as

required by the Agreement which was drafted by the defendants is a breach of the Agreement.

25. In California "The Brocket Initiative", made it illegal for a record company to keep an

artist under contract without releasing new material by that artist. In such instances, artists are

able to sign and release with another label instead of being held back by an unsupportive one. In
the instant matter, the defendants are following this harmful old music industry tradition of
simply keeping an artist on a record label forever.

26. The defendants never paid to acquire the newly produced music then, failed to release

more than approximately two songs, barely promoted the music, failed to "manage" the artist,
never paid a royalty, never provided a royalty statement, all while keeping the artist bound to the
Agreement in perpetuity.

27. In or about 2012, the plaintiff became feed up with the defendants' failure to live up
to the Agreementand their apparent lack of any good faith effort to truly honor that agreement.
28. The plaintiff began to continually contact the defendant, Ruben Rodriguez seeking to
rectify the situation. In fact, the plaintiff and his attorney met with Mr. Rodriguez and his
attorney on or about July 18 2012, seeking an amicable resolution to the past problems. The
plaintiff was assured that the situation would be resolved.

29. After that meeting the plaintiff failed to receive an accounting, exercise of option, or

royalties. The plaintiff did receive, a couple of requests from the defendant, Ruben Rodriguez
asking him to sign additional contractual terms which allowed Mr. Rodriguez to personally act as

the plaintiffs so called "radio representative" and promote the songs which had been released.
30. Needless to say these new contracts would have required the plaintiff to go into a
financial hole to Mr. Rodriguez personally. Plaintiff did not sign these contracts.

31. The defendants continued to ask the plaintiff to submit new songs, doing nothing with
the songs already submitted other than re-mixing them. After the purported re-mix nothing else

was done with the material. Again the defendants never told the plaintiff that any of the
submitted songs were not good enough for release. Yet they failed to release the songs.
32. At the defendants' persistent phone request, the plaintiff recorded yet another song
entitled "Anthem". Anthem was released In March 2013. This song like all the others was

recorded without the defendants proving a recording budget. Plaintiff recorded it with his own
money and was never reimbursed for recording cost. After the single was released, plaintiff
never received an accounting or royalties from the song.

33. A point of clarification is needed here. The defendants have failed to exercise a
single option as required by the Agreement between the parties since the signing of the
Agreement in 2009. The defendants have not paid a single dime in the form of a recording
budget or reimbursement after acquiring the various songs recorded and produced by plaintiff.
34. Additionally, despite the lengthy Royalty provisions of the Agreement, plaintiff
never received a royalty, or royalty statement from the defendants as mandated by the
Agreement. Traditionally, in the recording industry, if an artist has not made money from the
released recordings, the company will send a statement showing that the artist is in an unrecouped position. This means that the company would have paid the recording and other costs
upfront, expecting to recoup those costs from sales.
35. In the instant matter, the defendants never put up the recording costs. They may or

may not have paid their re-mixer, however, production and recording costs were never paid to
the plaintiff. The heinous manner in which the defendants administered the Agreement was

clearly done intentionally.

36. The Agreement also included some unconscionable provisions.

The Agreement

mandated that plaintiff simultaneously enter into a Management Contract with a Company
"RAM" which purportedly is wholly owned and controlled by the defendants.
37. The Agreement provided that by signing the Recording Agreement (Agreement),
plaintiff would automatically, enter into an agreement with the defendant's management
company.

Such a mandate is a pure conflict of interest.

attorney to review the document.

Again, plaintiff did not have any

It was the defendant's attorney who advised him on these

matters.

38. The Agreement states that the plaintiff once signed would be required to give away a
percentage of his recording royalties to two individuals unilaterally appointed by the defendants
as his so-called managers. The royalties given to these two individuals was in addition to a fee

taken off the top by the defendants' management company RAM.

39. Such a provision in the Agreement is clearly unconscionable.

placed into slave status.

The plaintiff was

Hypothetically, if the plaintiff had received royalties, every penny

would go to the defendants and RAM. The individuals appointed by the defendants to "manage"
the plaintiff we subsequently fired.

40. After the termination of the two individuals appointed by the defendants to "manage"
the plaintiffs career, Ruben Rodriguez unofficially took over the management of the plaintiffs
career. As the head of the Recording Label he had a duty to promote the music recorded by the
plaintiff and released by his record label. This is in essence a duty to monetize the produced

music. Sometimes the label and the artist do not see eye to eye.
41. In the recording industry the manager is required to sometimes be at odds with the

recording company. The company and the manager may not see eye to eye as to the promotion

and handling of the recording artist. The manager's job is to above all else protect the best
interest of the artist. The head of the record label cannot promote the label and have the best
interest of the artist in mind. An inherent conflict of interest was created.

42. The defendant, Reuben Rodriguez despite the conflict of interest of being the owner

of the label and the artist's manager, began management of the plaintiff. Mr. Rodriguez did such

a poor job that he sent the plaintiff on promotional tours by renting a minivan and having the
plaintiff drive across country with another driver employed by the defendants. These tours are a

part of radio promotion that the record label provides. A proper manager would have fought to
have proper transportation for the artist. A proper manager would have fought to have someone

other than the plaintiffdrive himself. Without proper management, there was no one to fight on
behalfof the plaintiff. The defendants controlled all aspects of plaintiff s professional life.
43. Under his so called management duties, Rodriguez made arrangements for the

plaintiff to stay in motels which were frequented by gangsters, and prostitutes. These motels
were located in poor areas of various cities which had high crime rates. Rodriguez's actions

placed the plaintiffs life in danger. Additionally, Rodriguez only provided the plaintiff with
$20.00 per day per diem. That amount would barely buy a McDonald's meal.
44. After booking the aforementioned disastrous tours, neither defendant Ruben

Rodriguez, nor RAM ever performed another single management duty. The plaintiff along with
help from a friend managed himself.
45. The defendants never paid any royalties on any of the songs since the contract was

executed. The defendant's also failed to provide any royalty statement or other documentation
as to the earnings if, any of the prior singles or Albums released. Such failure is in violation of
the written Agreement between the parties. The defendants only provided the defendant with a

list of digital sales, which merely showed the number of sales online, however, no royalties were
paid and no accounting statements were ever presented. These failures are a clear breach of the
Agreement.

46. Additionally, the defendants failed to provide the plaintiff with the required notice of
exercising an option since the plaintiff entered into the Agreement in 2009. The defendants
failed to provide the plaintiff with recording costs or reimbursement thereof, and/or royalties.
47. Finally, after enduring years of breach by the defendants and their failure to act in
good faith, the plaintiff initiated the procedure to terminate the Agreement. On or about July 31,

2013, the plaintiff sent notice to the defendants pursuant to paragraph l(iv) via overnight
delivery.

48. Said section states "Should we fail to release a single or Album within the time
specified in this initial term, and such failure continues for ninety (90) days following your
notice to us to such effect, then the Term of this Agreement will terminate and neither of us will
have any liability to the other except for provisions that survive termination such a warranties
and representations and our obligations to account to you and pay royalties if due. If we release

the required record within the ninety (90) day period following your notice to us, then the term of
this Agreement will continue."
49. The plaintiff sent notice to Ruben Rodriguez.

The notice was sent to Pendulum

Records at the new address provided by the defendants. Additionally, a courtesy notice was sent

to the attorney who negotiated the Agreement on behalf of the defendants.

The Agreement

provided that said attorney was required to be given courtesy notice, which he was. The attorney
apparently changed firms and moved without providing plaintiff with a new address. (Exhibit
"B")

50. The notice to the defendants was delivered to his corporate address, as verified on or

about August 1, 2013.

The delivery was signed for by D. Hasan. Mr. Hasan's signature is

verified by the USPS with the tracking number of the package. Based upon said verified delivery
the defendants should know or should have known that the plaintiff was invoking his rights
under the Agreement. (Exhibit "C")

51. As per the Agreement the defendants would have ninety (90) days from August 1,
2013 to either release a single or an album. Any such release would mean that the Agreement
would continue in full force and effect. If there was a failure to release either single or album,

then the Agreement would terminate. Additionally, defendants failed to exercise an option at
anytime.

52. The defendants failed to release an album or a single record subsequent to the
plaintiffs notice to them, therefore the Agreement and all ancillary agreements terminated per its
own terms and conditions.

53. Alternatively, if the termination of the agreement by plaintiff for the defendants'
failure to release a record after notice is not approved by this Court, the plaintiff seeks a
determination that the Agreement and any and all ancillary agreements required thereunder have
been breached by the defendants, and are therefore void.

54. Subsequent to termination of the Agreement, plaintiff entered into a contract with a

new record label. Prior to entering into this new contact, plaintiff informed the new record label
of his termination of the Agreement with the defendants, and provided them with proof of said
termination.

55. Plaintiff properly terminated the Agreement with the defendants. However, this has

not stopped the defendants from contacting plaintiffs new record label. The subsequent calls
and emails to the new record label by the defendants' amount to tortious interference and such
interference must be stopped. Plaintiff request that this interference be stopped so that the status

quo may be obtained until a determination of the instant law suit.

56. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs 1

through 55 inclusive, of this complaint, with the same force and effect as if set forth herein.
AS AND FOR A FIRST CAUSE OF ACTION

57. Pursuant to Federal Rules of Civil Procedure, Rule 57, plaintiff seeks declaratory

judgment that the Agreement between the parties was properly terminated by the plaintiff
pursuant to the terms and conditions of the Agreement as stated herein. Notwithstanding,
defendants use of various addresses, plaintiff has attached the Termination Letter and proof of
mailing to the defendants and their attorney. (Exhibit "B" & "C")

58.

Plaintiff contends that he gave proper notice of termination as required by the

Agreement. Plaintiff further contends that the defendants failed to release a single or an album
within 90 days of receipt of the termination notice as required by the Agreement. That pursuant

to the Agreement, the contract terminated on the 91st day upon defendants failure to release a
single or an album as required by the Agreement between the parties.

AS AND FOR A SECOND CAUSE OF ACTION

PRELIMINARY INJUNCTION

59. Additionally, until such time as the matters herein are finally decided, plaintiff seeks

a Temporary Restraining Order. Such an Order is necessary to preserve the plaintiffs status quo

under his present contract with his current recording company. The defendant, Ruben Rodriguez
has called and written the plaintiffs new recording label. Upon information and belief the first
contact with the new recording company was to inform them that plaintiff remains under contract

with the defendants. Upon information and belief in his second contact with the new record
label, Mr. Rodriguez informed them that they could keep the plaintiff provided he was

compensated in some way. Additionally, the defendants asserted that they will assert any and all
rights in this matter.

60. The defendants' insistence that plaintiff is still under agreement with them is causing
the new record label to delay promotion and recording of new material.

One new song in

particular was generating a lot of radio buzz; however, the new company has slowed down on its
efforts to promote the song due to the defendants' actions. The new company has stopped

sending additional recording funds pursuant to the budget, all promotion has ceased, no
interviews, all online and social media promotions have stopped, no release date has been
determined. The new record label has entered into a caution mode. The songs have not been
serviced to radio. Further recording and mixing has also stopped. The Gospel Grammy Awards,
(The Stellar Awards) is coming up on March 28, 2015. The new label has not promoted to this
awards show due to defendants interference. In fact, the new company is anxiously waiting for a
determination of the instant law suit.

61. The TRO will not harm the defendants. If damages were to be found in defendants
favor, the defendants can easily be compensated monetarily. On the other hand the plaintiff

along with his new record company will be damaged irreparably by the failure to promote and/or
sell plaintiffs' new records in a timely manner, resulting in lost sales.

Without the proper

promotion and company enthusiasm for plaintiffs new projects interest will wane causing the

new contract to become essentially worthless.

Additionally, the plaintiffs new company

maybe the subject of a lawsuit which deals explicitly with the issues presented herein.
62. Additionally, if the new company believes that they do not have full control of their

artist, without interference from the defendants, the plaintiffs new contract will likely be
terminated. Once such a termination occurs plaintiff will be without a viable recording contract
placing him at a competitive disadvantage.

63. Wherefore, plaintiff asks that this Court put a stop to the defendants meddling
interference or initiating litigation against the new recording company thereby preserving the
status quo until such time as a determination of the matters presented herein is made. The
plaintiff herein has a likelihood of success on the merits of this action. Alternative this instant

action presents serious questions of law and/or fact.

AS AND FOR A THIRD AN ALTERNATIVE CAUSE OF ACTION

UNCONSCIONABILITY

64. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs 1
through 63 inclusive, of this complaint, with the same force and effect as if set forth herein.

64. The defendants warned the plaintiff that he should have an attorney review the
Agreement prior to signing it. Notwithstanding this warning, the defendants put daily pressure on

the plaintiff to hurry up and execute the Agreement. The defendants then asked their attorney to
negotiate with the plaintiff, a layman.

65. Evidence of just how heinous this Agreement was can be found in paragraph 3a

entitled Recording Procedure: "(a) With respect to the first Album, you will deliver to us the

Master's acceptable to us comprising the Album fully mixed and edited in accordance meeting
the requirements of Article l(a)(i) at no costs to us."

66. The plaintiff signed and agreed to simply give defendants a fully mixed and edited
album to the defendants. Essentially plaintifftook the money from his own pocketand gave it to
the defendant record label. The plaintiff received nothing in return.

67 Plaintiff negotiated this Agreement with the defendant's attorney. This negotiation
was conducted at the urging of Ruben Rodriguez, owner of the record label. Mr. Rodriguez

remained on the phone during the entire negotiation. Defendant's attorney had to explain the
various meanings of each and every provision of that Agreement and how it would affect the

plaintiff. Alternatively, no one ever explained the Agreement to the plaintiff. In any event, the
defendant took advantage of the plaintiff. The proof of that fact lies in the aforementioned

paragraph. No lawyer would have allowed that paragraph to stand. It would have been stricken
or altered to allow for compensation to the plaintiff. Plaintiff did not know that giving away an
album with no compensation was against industry practice.

68.

Simply giving away a Master Recording without any compensation is

unconscionable and set the tone for the remainder of the Agreements terms and conditions.

Additionally, to mandate that by signing the Agreement, the plaintiff is automatically entering
into a management agreement with the defendants without having an attorney look at that
agreement or the parties negotiating that agreement is clearly unconscionable. Defendants'
failure to exercise any options during the agreement simply keeping the plaintiff hanging on is
also unconscionable.

69. Plaintiff seeks an Order that the Agreement and all ancillary agreements (the RAM
agreement) shocks the conscious and is there for void.

AS AND FOR A FOURTH AN ALTERNATIVE CAUSE OF ACTION

MATERIAL BREACH

70. Plaintiff repeats and realleges each and every allegation contained in paragraphs 1

through 69 inclusive, of this complaint, with the same force and effect as if set forth herein.
71. The defendants failed to materially adhere to the Agreement between the parties.
This failure manifested itself by the failure to provide the plaintiff with a recording budget for
any songs recorded after the initial album given to the defendants for free.
72. Further manifestation of the defendants' material breach can be found in the fact that

the defendants failed to pay the plaintiff for the sale of recordings rendered under the Agreement.
73. Additional manifestation of said breach can be found in the failure to provide the
plaintiff with a royalty statement showing what the defendants spent and why it was spent. Here
one can only assume that something was spent by the defendants on the recordings submitted.
No record of such expenditures was ever given to plaintiff.
74. Notwithstanding the Agreements' requirements, no budget for recording was ever
discussed with plaintiff and no funds were given to plaintiff to cover his recording expenses.
75. Notwithstanding the extensive Royalty provisions of the Agreement, not a single

payment of royalties was ever made to the plaintiff. Nor was an explanation given as to why no
royalties were payable.
76. The sole reason for the plaintiff entering into this Agreement was to be funded for
recording, paid for royalties, and accounted to for the financial transactions concerning his

recording. The defendants failed to adhere to any of the aforementioned requirements.

77. The defendants failed to issue a single written option as required by the Agreement.

78. The defendants failed release recordings in accordance with the terms and conditions
of the Agreement.

79. The defendants failed to manage the plaintiff despite requiring the plaintiff to give
them such rights in the Agreement.

80. The combined failures of the defendants to fulfill their obligations and/or duties under
the Agreement demonstrate a willful and/or negligent performance of defendants' obligations.
Such failure is a material breach of the Agreement. Plaintiff asks this Court to find that the
defendants are in breach, and that the Agreement is terminated based upon said breach.

AS AND FOR A FIFTH AN ALTERNATIVE CAUSE OF ACTION

RESCISSION

81. Plaintiff repeats and re-alleges each and every allegation contained in
paragraphs 1 through 80 inclusive, of this complaint, with the same force and effect as if set forth
herein.

82. Plaintiff asserts that the defendants breach in this matter has been willful. If

not willful the breach has been so substantial and fundamental that it defeats the purpose of the
parties entering into the contract in the first place.
83. Without repeating the laundry list of the defendants' failure to adhere to their

obligations, those obligations are the essence of the Agreement.

84. If the plaintiff were told before signing the Agreement that the defendants will
refuse to provide him with a recording budget, as mandated in the Agreement he would not have
signed the contract.

85. If the plaintiff was told before signing the Agreement that the defendants will
refuse to pay royalties, as mandated in the Agreement he would not have signed the contract.
86. If the plaintiff was told before signing the Agreement that the defendants will
never provide him with an accounting statement, as mandated in the Agreement he would not
have signed the contract.
87. The defendants' failure to perform goes to the root of the contract. Between
2009 and the date of this lawsuit the defendants have failed to perform any of the aforementioned
requirements.

88. Even with knowledge that the plaintiff has signed with a new record label, the
defendants have still failed to perform any of these services.

Such a blatant failure to perform

by the defendants must result in rescission of the Agreement.

PRAYER FOR RELIEF

WHEREFORE, the Plaintiff prays that the Court enter judgment in his favor and against
the Defendant(s), for the following relief:

A.

A declaratory judgment that the plaintiff properly terminated the

Agreement between the parties pursuant to the terms of that Agreement.

B.

Issuance of a preliminary injunction preventing the defendants from

further interfering with the plaintiff current recording contract.

C.

Alternatively, a determination and/or Order that the Agreement was

unconscionable.

D.

Alternatively a determination and/or Order that the defendants breached

the contract, and that said breach terminated renders the contract
terminated and/or void.

E.

Alternatively a determination and/or Order that the defendants breached

the contract, and that said breach has resulted in the rescission of the

Agreement.

F.

An award of costs that plaintiff has incurred in this action, as well as

Plaintiffs reasonable attorney's fees to the fullest extent permitted by law;

and

G.

Such other and further relief as this Court may deem just and proper
JURY DEMAND

Alternatively, Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, plaintiff
seeks a trial by jury on the alternatively pled issues.

Dated: January 14,2015

Respectfully Submitted,
WINSTON JOHNSON RAGHNAL & ASSOCIATES

Attorneys for Plaintiff "^

By: r\,V^
John Johnson (JJ-4170)
225 Broadway, Suite 700
New York, New York
Telephone: 212-566-3019
Facsimile: 212-732-7091

VERIFICATION

State of North Carolina

County of V^U^irJodA^

Travis Greene, plaintiff herein being first duly sworn, deposes and says that he has read

the foregoing and knows the content thereof and that the same is true of his own knowledge,
except as to those matters and things stated upon information and belief and as to those matters,
he believes them to be true.

This 14th day ofJanuary 2015

*&
Travis Greene

Sworn to and subscribed before me

A Notary Public
Publ this
ANotary
January 2015.

Commission Expires

14th day of

9^11,1 ^O V"~l

EXHIBIT "A

55

Pendulum Records, LLC

62 Kensington Drive
Fort Lee, NJ 07024

Dated as of: November

17,2009

Travis Greene

Dear Mr. Greene:

You and Pendulum Records, LLC (hereafter referred to in the first person plural "we", "us",
"our" or as "Company") have decided to enter into an agreement for your exclusive services as a
recording artist. In this Agreement Travis Greene referred to in the second person as "you",
"your" or "Artist". Our agreement is as follows:
1(A) PRIOR AGREEMENT
Agreement;

(a) Upon the execution by Artist and Company of this

(b) the execution by Company's affiliate RAM Talent Group, Inc.("RAM") with Artist of the
management agreement; and

(c) the execution of an agreement among RAM, Samuel Ceus ("Ceus") and Lawrence Wynn
("Wynn") of an agreement pertaining to the furnishing of services by Ceus and Wynn on behalf
ofRAM,

then upon the full execution ofthe three aforementioned agreements,

the agreement between Artist and Immanuel International Music Group ("IIMG") will be
deemed terminated and of no force and effect. Samuel Ceus and Lawrence Wynn, the principals
of IIMG will participate in royalties as set forth in Article 6 below and will render management
services to Artist subject to the terms and conditions of the agreement referred to in l(AXc)
above.

1. DELIVERY: (a) (i) Although Artist has delivered sufficient Masters to constitute an Album
to Company, it is acknowledged that the Masters need to be remixed and some of the
Compositions embodied on the Masters need further writing. Company will select the remixer
and consult with Artist At such time as the necessary rewrites have been successfully done and
the remixing of all of the Masters has been completed to Company's satisfaction, Company will

Vv,,::,-,'.

-*

-.v.:

Page 1of 19

have the following options to release records embodying the Masters as follows:
(ii) the first single within six (6) months following delivery to and acceptance by
us of the last Master required;

(iii) a second singlewithin six (6) months following the release ofthe preceding
single; and/or

(iv) an Album within six (6) months following the first or second single as we in
our sole discretion may determine.

Should we fail to release a single or Album within the time specified in this initial term,
and such failure continues for ninety (90) days following your notice to us to such effect, then
the Term of this Agreement will terminate and neither of us will have any liability to the other
except for provisions that survive termination such as warranties and representations and our
obligation to accountto you and pay royalties ifdue. If we release the required record within the
ninety (90) day period following your notice to us, then the term ofthis Agreement will continue.
(c)
Thereafter following the release of the first LP, we will have six (6) consecutive
and irrevocable options to request you to record and deliver an additional LP in each instance.
Each such option will be exercised, if at all, by written notice to you within twelve months after
your delivery of the prior LP as provided in Article 2 below. You will deliver each option LP
reasonably promptly after our option exercise.
(d)
The initial term and each option period may be referred to as a "contract period"
and all contract periods may be referred to as the "term".

(e)
Notwithstanding the foregoing, if, in our sole judgment, we decide to discontinue
the recording, manufacture and sale of records embodying your performances, we may do so at
any time during the term of this Agreement without any further obligation to you other than to
account and pay royalties, if due, for records (if any) previously released. Your warranties,
representations and indemnification will also survive.

2. TERM: The date twelve months after your delivery to us of a particular LP is the "Option
Date". If we have not prior to the Option Date sent you a written notice either terminating the

term of the agreement ('Termination Notice") or exercising the option for the next LP, you shall,
if you so elect, send us a notice in writing by registered or certified. mail (the "Proposed
Termination Notice") at any time after the Option Date that you desire the term to end thirty days
after receipt by us of your Proposed Termination Notice (the "Outside Option Date"). If we do
not exercise our option prior to the end of the Outside Option Date, the term will end on the last

Page 2 of 19

day of the Outside Option Date. We shall have the right to exercise our option at any time prior
to the Outside Option Date and, in such event, the option shall be exercised on the later of the
date of the noticeof the exercise of the option or the OptionDate. Ifyou fail to send such notice,
the term will continue. If we exercise all our options, the term will end twelve months after you
deliver the last option LP. All rights that extend beyond the end of the term will, however,
continue./Our failure to exercise an option by the Option Date shall not result in the termination
of this agreement nor shall such failure be deemed to be an exercise of the option for the next
LP; and, unless and until we either send you a Termination Notice or you send us a Proposed
Termination Notice and we do not exercise an option prior to the Outside Option Date, the term
ofthis agreement shall continue in full force and effect.

3. RECORDING PROCEDURE: (a) With respect to the first Album, you will deliver to us the
Masters acceptable to us comprising the Album fully mixed and edited in accordance meeting
the requirements of Article 1 (a) (i) at no cost to us.
(b)
With respect to the second and subsequent Albums, you and we will mutually
select the musical compositions and the producer of the Masters to be embodied on each LP,
provided, however, in the event of any disagreement, our final determination shall be controlling.
In connection with all LPs recorded hereunder, we will pay recording costs up to the amount of a
mutually approved budget which payments will constitute Advances recoupable from royalties
payable to you hereunder. In the event you engage a producer directly and desire to have
royalties earned by such producer paid directly by us, you agree to deliver to us a letter of
direction in a form satisfactory to us. You will use good faith efforts to make technically and
commercially satisfactory Masters and you will complete recording each LP within ninety days
following the commencement of the respective contract period.
4. OWNERSHIP RIGHTS AND EXCLUSIVITY: The rights granted to us under this agreement
are for the universe ('Territory"). During the term, you will render your services as a recording
and music video artist exclusively to us. We own, in perpetuity, all rights in the Masters, any
other recordings made by you during the term as well as any other recordings made by you
before the term, together with the performances on those recordings and copyrights in the
recordings (excluding the underlying musical compositions). We also own any artwork used in
the packaging or exploitation of your records. For the purposes of this clause, you are our
employee for hire. If for any reason, you are not considered our employee for hire, you hereby
assign to us all copyrights in the Masters, any other recordings made by you during and before
the term hereof for the life of such copyrights. Any grant to us of copyrights includes any
extensions and renewals ofthose copyrights.
5. RIGHT TO EXPLOIT, RE-RECORDING RESTRICTIONS AND NAME AND LIKENESS:

Page 3 of 19

(a) We have the exclusive right to exploit and license or assign for exploitation the
Masters or any derivatives thereof. We can exploit the Masters in any manner in records or any
other medium or field of use now known or hereafter developed. You agree not to participate in
the re-recording of any composition embodied in a Master before the later of five years after the
recording of such compositionor two years after the end of the term. We also have the exclusive
right thereafter, to use your professional name(s), likeness(es), servicemarks or trademarks
("Names") in connection with our exploitation of the Masters or, during the term, otherwise for
promotional purposes in our record business, including the right to use in connection with
commercial merchandise other than records.

(b) You hereby grant to us and our licensees the exclusive right, throughout the world,
to use and authorize the use of your name, including the tradename "Travis Greene"
("Tradename"), approved portraits, pictures, likenesses and biographical material, either alone or
in conjunction with other elements, in connection with the sale, lease, licensing or other

disposition of merchandising rights. For the rights granted by you to us in this subparagraph, we
shall pay to you a royalty of equal to fifty percent of our net royalty receipts derived from the
exploitation of such rights during the applicable Contract Period specified below, after deducting
all costs and third party payments relating thereto, and such royalty shall be accounted to you in
the mannerotherwise provided in Exhibit A. All pictures and biographical material submitted by
You shall be deemed approved by You. With respect to pictures and biographical material
prepared by Company, Company shall use reasonable efforts to notify its licensees to use the
same pictures of You and/or biographical material about You as are approved by You, provided

that no failure by any such licensee to use the same shall constitute a breach of this Agreement.
Company will not use any such material which You disapprove in writing within five (5)
business days from the time such materials are made available to You, provided You furnish
substitute material, satisfactory to Company in its sole and reasonable discretion, in time for use

within Company's production and release schedules. This subparagraph will not apply to any
material previously approved by You or used by Company, it being understood that once
approved by You suchapproval will be effective permanently. No inadvertent failure to comply
with this subparagraph willconstitute a breach of this Agreement, and Youwill not be entitled to
injunctive relief to restrain the continuing use of any material used in contravention of this
subparagraph. Company shall, however, use reasonable efforts to correct any such failure on a
prospective basis as soon as practicable.

(c)
If any person challenges Artist's right to use the Tradename, Company may, at its
election and without limiting Company's rights, require Artist to adopt another professional
name approved by Company without awaiting the determination of the validity of such
challenge. During the Term Artist will not change the name by which Artist is professionally
known without Company's prior written approval.

Page 4 of 19

6. ADVANCES AND ROYALTIES: (a) With respect to records recorded and delivered by you
to us, we will pay you royalties as provided in Exhibit A. The royalties payable to you include
royalties to any producers or other persons entitled to royalties in connection with the Masters.
Royalties payable to producers, mixers and other third parties will be deducted from royalties
payable to you for the respective Master.
(b) Artist hereby authorizes Company to pay an aggregate royalty to Samuel Ceus and
Lawrence Wynn jointly, which they will share equally, based on the suggested retail list price
("SRLP") equal to 3% of the SRLP for the first album; 2% of the SRLP of the second album and
1% of the SRLP of the third album and nothing thereafter, such royalties being deducted from
Artist's royalty set forth on Exhibit A. Ceus and Wynn's royalty for singles will be 2/3 of the
rate for the respective album which the respective single is released. The royalty payable to
Ceus and Wynn will be subject to the same packaging, territorial and other reductions as Artist's
royalty is as set form on Exhibit A and they will be accounted to and paid at the same times as
Artist is accounted to and paid. Ceus and Wynn's royalty will not be payable until Artist's
royalty account is fully recouped.
7. RECOUPMENT: (a)
We will have the right to recoup from any royalties (other than
mechanical royalties except as provided in the last sentence of this paragraph and in Article 11
below) payable to you all recording costs, advances and other costs recoupable hereunder.
Recording costs include producer advances and fees, tape costs, studio costs, session fees, remix
costs, mastering costs, equipment rental, travel costs and other costs incurred in connection with
the recording of the Masters. The costs of metal parts other than lacquer, copper or equivalent
masters, and payments to the AFM Special Payments Fund and the Music Performance Trust
Fund based upon record sales (so-called "per-record royalties"), will not be recoupable from
your royalties or reimbursable by you. In general, recoupable costs include any monies paid by
us to you or on your behalfother man royalties, and specifically include the costs actually paid or
incurred by us for album, sampling costs, excess record artwork costs paid by us, and all
independent promotion, independent marketing and independent publicity in connection with
you or your records. All video costs will be recoupable from record royalties, and from video
royalties. In addition, we will have the right to recoup from mechanical royalties recording costs
in excess of the budget and for costs and expenses incurred by us in connection with your
indemnifying us pursuant to Article 11 below.
8. CONTROLLED COMPOSITIONS: That portion of all compositions which are written or
owned, in whole or in part, by you or any entity owned or controlled by you are referred to as
"Controlled Compositions". You hereby license to us for the United States any Controlled
Composition for a mechanical royalty equal to 75% of the "Statutory Rate", i.e. the minimum
per-selection mechanical royalty rate under the United States Copyright Act as of the first date of
delivery of a Master embodying such Controlled Composition. The maximum mechanical
royalty on each LP will be 10 multiplied by the applicable Controlled Composition mechanical

Page 5 of 19

royalty rate described above, EPs will be 5 multiplied by the applicable Controlled Composition
mechanical royalty rate described above and on each single will be 2 multiplied by the applicable
Controlled Composition mechanical royalty rate described above, anything above these
maximums will be deducted from mechanical royalties otherwise payable to you.
9. ACCOUNTING: We will render statements and pay royalties due you under this agreement as
of June 30 and December 31 ofeach year. The statements will be sent to you no later than ninety
days after the end of the applicable accounting period. We will have the right to maintain
reasonable reserves (in accordance with the terms desired by our distributor) against returns and
other adjustments. Reserves will be liquidated within a reasonable period of time following the
date such reserves are initially withheld. You will have the right to examine our books and
records concerning each particular royalty statement only once and only during the two year
period after the rendering of that statement. Company shall have no liability or responsibility for
a breach of timely payment by any of its licensees, including any distributor and will not be
obligated to account and pay royalties (if any) until it has been accounted to and paid or credited
(if any) by such licensee and/or distributor.

10. VIDEO: If you and we agree, you will perform in videos incorporating your masters. The
creative elements of each video will be selected by you and us (e.g., the Master selection,
storyboard and director) and you and we will mutually approve the budget for each video, except
if you and we disagree, our determination will be controlling. Fifty percent of the costs of any
video will be recoupable from your record royalties. We will own all videos and the copyrights
in the videos. With respect to such promotional uses, you agree that no royalties need be paid for
such promotional uses.
11. WARRANTIES AND REPRESENTATIONS AND INDEMNIFICATION:

(a)
You will indemnify us against any claims causing us damage (including
reasonable attorneys' fees and disbursements incurred in defending such claims) which are
inconsistent with your warranties, representations and agreements under this agreement that are
reduced to a final judgment in a court of competent jurisdiction or settled with your prior written
consent which will not be unreasonably withheld or delayed. If you fail to consent to a proposed
settlement, you shall thereafter directly bear all costs of defense and shall promptly reimburse us
for all third party expenses incurred up to and including the date as of which you failed to
consent to the proposed settlement; if you fail to promptly undertake such future costs and agree
to reimburse us for such expenses, then we may settle the claim in our sole discretion and your
indemnification shall apply to such settlement (including costs and reasonable attorneys' fees
and disbursements).
(b)

Artist hereby warrants and represents that: (a) Artist is not subject to any

Page 6 of 19

obligation, agreement or restriction which would prevent Artist from entering into or performing
the terms of this agreement and Artist is free and clear to enter into this agreement and perform

all of Artist's obligations under this agreement; and, (b) Artist's name(s), the Recordings,
compositions and other works that Artist creates hereunder shall not infringe or violate any rights
ofany other party and that Artist owns the Tradename.

(c)
Artist will remain during the Term hereof, a member in good standing of any
labor unions with Company or its affiliates or licensees or distributor may at any time have
agreements lawfully requiring such union membership.
12. RIGHT TO CURE AND NOTICES: A party (the "Breaching Party") will only be in breach
of this agreement if the other party gives the Breaching Party notice of the breach and the
Breaching Party does not cure the breach within thirty (30) days after the date of the notice. All
notices under this agreement will be in writing and sent to the applicable address on page 1
above, unless a party notifies the other party of a change in address, by certified mail, return
receipt requested or by hand or recognized national courier. Notices will be deemed delivered
when sent except for change of address which will be effective when received.
13. WEBSITE: We have the exclusive right to use Names of yours selected by us in consultation
with you for Websites relating to your activities in the music industry. We also have the right to
use such Names in URLs and to control any URLs which incorporate such Names. Our rights
with respect to all material created for Websites hereunder will be the same as are applicable
with respect to masters. You have the right to approve the content of Websites pertaining
primarily to you; you will not unreasonably withhold or delay your approval. Upon the
expiration or earlier termination of this Agreement, we will assign to you the official website
created hereunder; provided, however, that we will have the right thereafter to host and develop
an alternative site dedicated to the sale and promotion of records delivered by you hereunder.

14. PUBLISHING: (a)

(i)
You and/or your publishing designee hereby irrevocably
and absolutely assign, convey and set over your interest in the copyright and all renewals and
extensions thereof as follows:

(i)
With respect to only the first Album recorded hereunder to Company's
publishing designee ("Publisher") an undivided forty-five percent (45%) and to Ceus and Wynn
collectively an undivided ten percent (10%) interest in the copyright (and all renewals and
extensions thereof) in perpetuity throughout the Territory and all other rights in and to each
Controlled Composition embodied in such first Album.

(ii)
With respect to all subsequent Albums and records produced hereunder
after said first Album, to Company's publishing designee ("Publisher") an undivided fifty

Page 7 of 19

percent (50%) interest in the copyright (and all renewals and extensions thereof) in perpetuity
throughout the Territory and all olherrights in and to eachControlled Composition.

(ii)
Publisher shall be the sole and exclusive administrator of all rights in and
to each Controlled Composition, and it shall be entitledto exerciseany and all rights with respect
to the control, exploitation and administration of each Controlled Composition, mcluding
without limitation, the sole right to grant licenses, collect all income and to use the name,
approved likeness and approved biographical material of each composer, lyricist and songwriter
hereunder above in connection with each Controlled Composition for the full term of copyright
(including all renewals and extensions thereof) in and to each Controlled Composition, to
compromise and otherwise dispose of claims concerning each Controlled Composition,
including, without limitation, claims by owners of Proprietary Material, including, without
limitation the assignment of any portion of a Controlled Composition and/or any income
therefrom to such owners; and

(iii)
You represent and warrant that each Controlled Composition is original
and does not infringe upon or violate the rights of any other Person and that you have the full and
unencumbered right, power and authority to grant to Publisher all of the rights herein granted to
Publisher. Youhereby indemnify Publisher against any loss, damage or expense (including legal
expenses and reasonable attorneys' fees) in respect of any claims, demands, liens or
encumbrances in respect of the Controlled Compositions. Publisher shall have the benefit of all
warranties and representations givenby any writerof Controlled Compositions.

(b)
From all royalties earned and received by Publisher (or finally credited to
Publisher against an advance previously received, it being agreed that you shall receive no
portion of advances, minimum royalty paymente or guaranteed payments received by Publisher
with respect to Controlled Compositions) in the United States from the exploitation throughout
the Territory ofControlled Compositions (the "Gross Receipts"), Publishershall:
(i)
deductand retain all out-of-pocket costs incurred by or chargeable against
Publisher in connection with the exploitation, administration, enforcement and protection of
Controlled Compositions, including, without limitation, the collection or other fees chargeable
by an unaffiliated collection agent, subpublisher or administrator with respect to Controlled
Compositions;

(ii) deduct and pay royalties payable to the writers of Controlled Compositions
(which you warrant and represent shall not exceed fifty percent (50%) of the Gross Receipts for
any Controlled Composition) after deduction of the amounts set forth in subparagraphs 14(bX0
above; and

Page 8 of 19

(iii) Pay to you an amount equal to fifty percent (50%) of the balance remaining
after deducting the aggregate sums set forth in subparagraphs 14(bX0 and (ii) above, and the
remaining fifty percent (50%) thereof shall be retained by Publisher for its sole use and benefit,
provided that the amount payable to you, if any, pursuant to this subparagraph shall be reduced
proportionately (i.e., on the basis of your relative contribution to the authorship of the applicable
Controlled Composition) to the extent you did not write one hundred percent (100%) of the
applicable Controlled Composition.
(c)
Accounting for the royalties referred to in subparagraph 14(b)(iii) hereof shall be
rendered, accompanied by appropriate payments, in accordance with the provisions of Article 9
hereof.

(d)
Any assignment made of the ownership or copyright in, or right to license the use
of, Controlled Compositions shall be made subject to the provisions of this agreement. The
provisions of this Article are accepted by you on your own behalf and on behalf of you and any
other owner of Controlled Compositions subject to the provisions of subparagraph 14(b) hereof
or any rights therein.

(e)
You shall promptly provide Publisher with a copy of your songwriter agreement
with the writer of each Controlled Composition, and you shall provide Publisher with copies of
such agreements with respect to Controlled Compositions not yet created promptly after their
creation.

(f)
You shall execute and deliver to Publisher any documents (including, without
limitation, assignments of copyright) which Publisher may require to vest in Publisher the
copyright and other rights herein granted to Publisher in respect to each Controlled Composition
subject to the provisions of this Article 14 or any rights therein. If you or Artist shall fail to
execute such document within seven (7) days after publisher requests that you or Artist do so,
then you and Artist hereby irrevocably grant to Publisher a power of attorney coupled with an
interest to execute such document in your and/or Artist's name and on your and/or Artist's
behalf. Without limiting the generality of the foregoing, you will sign and deliver to Company
the authorization in the form of Exhibit B attached hereto.

15. PASSIVE PARTICIPATION: (a) During the Term hereof, Artist shall cause all relevant
third parties to pay to Company by irrevocable letter of direction a royalty of twenty percent
(20%) (the "Company Share") of Artist"s Net Receipts (as defined below) derived from the
exploitation of Artisfs services in connection with all entertainment-related endeavors, including
but not limited to the following ("Covered Revenues"), or, in the absence of a letter of direction
Artist will be obligated to pay such portion of Net Receipts received or credited from Covered
Revenues directly to Company, as follows: (i) services rendered by the Artist as an actor or

Page 9 of 19

performer (in any and all media, including without limitation motion picture and television); (ii)
live performance and concert engagements (including public stage performances of al kinds,
web-casts, sponsorships, television or cable broadcasts, pay-per-view broadcasts, one-nighters,
concert tours and the like); (iii) non-fiction books, magazines and other non-fiction publishing
materials; (iv) games, including, without limitation, video games; and (v) the use or exploitation
of Artist's name, voice or likeness and/or logos on merchandise, endorsements, sponsorships
strategic partnerships and the like in any mannerwhatsoever. Such royalty shall be accounted to
Company within thirty (30) days accompanied by true and complete statements. "Net Receipts",
as used in this paragraph shall mean the gross sums actually received by or credited to Artist in
connection with Covered Revenues

(b)
You will irrevocably direct and will use reasonable efforts to cause each Person or
entity from which Artist or any Person receiving revenues on Artist's behalf receive Covered
Revenues ("Third Party"), to account directly to Company for Company's share of such Covered
Revenues at the same times and subject to the same accounting terms as apply to accountings to
Artist and/or the applicable Person receiving Covered Revenues on Artiste's behalf, but no less
frequently than quarterly. You shall use reasonable efforts to cause all agreements with Third
Parties (each, a "Covered Revenue Agreement") to provide that Company shall have the right to
examine each Third Party's books and records with respect to Covered Revenues subject to the
same terms and limitations as apply to accountings to you, Artist and/or the applicable Person
receiving Covered Revenues on Artist's behalf provided that a third party's failure to do so shall
not be a breach herein. You will provide Company with a copy of each Covered Revenue
Agreement within ten (10) days after the execution of such agreement.
16. DEFINITIONS: As used in this agreement, the following terms will have the following
meanings:

(a) "Recording" means a recording of sound, without or with visual images, which is
used or useful in the recording, production or manufacture of records.
(b) "Master" means a recording made by you during the term or which you deliver with
the intent that it fulfill your delivery commitment.
(c) "Record" means all forms of reproductions, whether embodying sound alone or sound
together with visual images, manufactured or distributed primarily for home use.
(d) "LP" or "Album" means an aggregation of masters at least 35 minutes in length, sold
as a single package.
(e)

"Person" means any individual, corporation, partnership, association or other

Page 10 of 19

organized group of persons or legal successors or representatives of the foregoing.

(f) "Single" means an aggregation of masters of not more than three compositions and
does not constitute an LP.

(g) "Delivery" means the actual receipt by us of fully mixed and edited Masters
commercially and technically satisfactory to us and ready for our manufacture of records, and all
necessary licenses, consents and approvals.
17. REMEDIES: (a) You acknowledge, recognize and agree that your services hereunder are of
a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar
value, the loss of which cannot be reasonably or adequately compensated for by damages in an
action at law. Inasmuch as a breach of such services will cause us irreparable damages, we shall
be entitled to injunctive andother equitable relief, in addition to whatever everlegal remedies are
available, to prevent or cure any such breach or threatened breach.

(b) If Youdo not fulfill your material obligations hereunder or Your voice or ability to
perform becomes impaired, we may extend the then current period of the term for the periodof
such default plus such additional time as is necessary so that Company shall have no less than
one hundred fifty (150) days after completing the recording of the LP concerned and our
obligations hereunder shall be suspended for the duration of any suchdefault; and/or
(c)

We may terminate the Term of this Agreement at any time in our discretion.

18. GOVERNING LAW: This Agreement is governed by the law of New York without regard to
choice of law principles. Only the courts located in New York County havejurisdiction over the
contents hereof.

19. ASSIGNMENT: We may assign this Agreement to any party acquiring substantially all of
our stock and/orassets. You may not assignthis Agreement withoutour prior written consent.
20. APPROVAL OF RAM AGREEMENT: You and we have agreed that RAM will enter into a
management agreement with you, that Ceus and Wynn will perform management services under
our direction and supervision; that RAM will receive a commission on all of your activities in the
Entertainment Industry except it will not receive a commission on gross revenues derived from

records embodying your performances. RAM's commission will be paid to Ceus and Wynn in
equal shares for their services, or for the services of their successors if any. During the term of
this Agreement neither we nor our chief executive officer will receive any portion of RAM's
commission except that a portion of RAM's commissions may be applied to clerical, legal and
accounting personnel and costs for services and costs incurred in connection with RAM's

Page 11 of 19

services on yourbehalfand some of the personnel may be employees of RAMand/or Company.

21. REPRESENTATION: If you have any questions about this contract or whatany of it means,
please consult an attorney before you sign it In fact, you should get a lawyer to look at the
contractand explain it to you, even ifyou think you understand it
Ifthis accurately reflects your understanding, please sign in the space provided below.
Sincerely,
Pendulum/Records,.

Agreed to and accepted:

^ 4 <Z~
Travis Green
SSN:

Agreed as to Articles 1(A) and 6 above:

Immanuel International Music Group and by the undersigned on their own behalfas well:

By :

^^(XsryiJUL. Li
J^CX

Samuel Ceus

Page 12 of 19

\V\1-(f\

EXHIBIT A to Agreement between

Pendulum Records, LLC and Travis Greene

Advances and Royalties

A-l.Your royalty rate (which includes the royalty rate for any producer of the masters or other
person(s) entitled to royalties) will be the following:

(a) Ontop-line, full-priced records soldin the United States through NRC based upon the
suggested retail listprice ("SRLP") consisting solely of masters recorded pursuant to this
Agreement:

(i) Thirteen percent (13%) for LPs ("US Base Rate"). With respect to the first Album
only, you shall receive a royalty of an additional Vz% on sales of LPs in excess of 250,000 units
and less man500,001 unite; and an additional Vi% on sales of LPs in excess of500,000 unite.
(iii)Eight percent (8%) for singles (including 12" singles), EPsand electronic downloads.

(b)On records sold outside the United States: Forrecords sold by us:
Canada 85% of US Base Rate

UK, Japan, GAS 75% of US Base Rate

Benelux, Australia, New Zealand 66 2/3% ofUS Base Rate
ROW 50% of US Base Rate

or from ourthird party licensee(s) who manufactures and distributes records your royalty in
respect ofthose sales will beequal to fifty percent (50%) of ournet receipts from thesale of
those records.

(c) Your royalty with respect to a particular record will bedetermined by multiplying your
royalty rate with respect to such record by the SRLP of such record.

(d) Notwithstanding the foregoing:

(i)
(A) On records sold through a direct mail ormail order distribution method (including,
without limitation, through "record clubs") orthrough any combination ofthe foregoing, the
royalty rate will be fifty percent (50%) of the netreceipts from the saleof those records.

(B) On records sold through retail stores in connection with bona-fide, specific special
radio ortelevision advertisements (sometimes referred to as "key outlet marketing") ("Key
Outlet Campaign") whether alone or in combination with any direct mail or mail order

Page 13 of 19

distribution method, we will, at our election, either: (1) pay you a royalty at one-half Vz of the
otherwise applicable royalty rate for sales occurring in the Territory where such Key Outlet
Campaign occurred and during all semi-annual accounting periods in which the Key Outlet
Campaign is running, and the semi-annual accounting period immediately following the semi
annual accounting period in which the Key Outlet Campaign ends, or (2) charge (fifty percent
(50%) of the costs incurred in connection with such Key Outlet Campaign to your record royalty
account as a fully recoupable advance hereunder. With respect to option (i) in the immediately
preceding sentence, in no event will your royalty in respect of those sales exceed an amount
equal to fifty percent (50%) of our net receipts from the sale of those records.
(ii) On mid-price records the royalty rate will be two-thirds (b) of the otherwise
applicable royalty rate, and on budget records the royalty rate will be one-half (Vz) of the
otherwise applicable royalty rate.
(iii) On records sold to the United States Government, its subdivisions, departments or
agencies (including records sold for resale through military facilities) or to educational

institutions or libraries, the royalty rate will be one half (Vz) of the otherwise applicable royalty
rate.

(iv) On multiple albums, the royalty rate will be the lesser of: (A) the otherwise
applicable royalty rate and (B) the otherwise applicable royalty rate multiplied by a fraction, the
numerator of which is the SRLP of the multiple album and the denominator of which is the
product of the SRLP of a top-line single-disc record and the number of discs contained in the
multiple album.
(v) On masters licensed by us or our NRC Licensees on a flat fee or royalty basis to
others for their manufacture and sale of records or for any other uses, your royalty shall be an
amount equal to fifty percent (50%) of our net receipts from the sale of those records or from
those other uses of the masters.

(vi) Your royalty rate with respect to New Media Records will be seventy-five percent
(75%) of the otherwise applicable royalty rate.
(\ii) On records sold via telephone, satellite, cable or other direct transmission included
by way of Electronic Transmission to the customer over wire or through the air, the royalty rate
will be the otherwise applicable royalty rate prescribed in Clause A-2(a) above but, for purposes
of calculating royaltiespayable in connectionwith such sales, the retail list price of such records
shall be deemed to be the actual sales price received by us of such records less any referral fees,
commissions or similar fees payable to any person who, through their Website, electronic mail or
other means, refers or directs to us a purchaser ofan Electronic Transmission or otherwise

Page 14 of 19

facilitates our sale to such customer, less the applicable container charge; provided, however,
with respect to records sold by ourlicensees, in noevent shall your royalty exceed one-half(Vz)
of our net receipts after deduction from ourgross receipts of union and all other third party
payments actually made or incurred by us.

(e) Notwithstanding the foregoing:

(i) No royalties or mechanical royalties will be payable on records furnished as freeor

bonus records to members, applicants, or other participants in any record club or other direct
mail distribution method; on records distributed forpromotional purposes to radio stations,
television stations or networks, record reviewers, or other customary recipients of promotional
records; onso-called "promotional sampler" records; onrecords sold as scrap or as "cut-oute"; or
onrecords sold at less than fifty percent (50%) of their regular wholesale price to distributors,
subdistributors, dealers, or others, whether or notthe recipients thereofareaffiliated with us.
Furthermore, no royalties or mechanical royalties will bepayable on records (whether or not
intended for sale by therecipient) furnished on a no-charge or free basis (such as, butnotlimited

to, records commonly described inthe record industry as"free goods" or"freebies"), including
those so furnished pursuant to a special sales program of limited duration (sometimes referred to
below as a "Special Program"), provided that free goods will not exceed 15 per 100 LPs and 35
per 100 singles.

(ii)Royalties on records soldat a discount to distributors, subdistributors, dealers, or

others, whether ornot affiliated with us (except for records sold at less than fifty percent (50%)
of their regular wholesale price, forwhich no royalties arepayable hereunder) will be reduced in
the same proportion as the regular wholesale price ofthose records is reducedon those sales. The

number ofrecords equal to the percentage discount multiplied by the number of records sold at
suchdiscount will be deemed to be free goods.

(iii) Forpurposes of computing royalties, there will be deducted from the SRLP (orother
applicable price, if any, upon which royalties arecalculated) of records hereunder an amount

equal totwenty percent (20%) thereof for all records inthe form ofanalog cassette tapes and
vinyl discs (except for vinyl-disc singles packaged incolorless sleeves and without any special
elements, for which there will be a fifteen percent (15%) deduction from the SRLP under this

subclause); and twenty-five percent (25%) thereoffor records inthe form ofdigital records
(including, without limitation, Compact Discs), and for all records inany other form now known
or hereafter devised.

(iv) The royalty payable to you hereunder on a record orother device embodying Masters
together with other master recordings will be computed by multiplying the otherwise applicable
royalty rate by a fraction, the numeratorof which will be the number of selections containedon

Page 15 of 19

the Masters embodied on that record or other device and the denominator of which shall be the

total number of selections recorded in all royalty-bearing recordings (including theMasters)

embodied on that record or other device.

(v)If there areotherroyalty-bearing artiste performing on a particular Master, your

royalty rate will be theotherwise applicable royalty rate divided by thetotal number of royaltybearing artists (including you). Forpurposes of this subclause only, a group will equal oneartist.
A-3. Yourroyalty rate (which includes the royalty rate for any producer of the masters or other
person(s) entitled to royalties, including publishers, eitherapproved by you or with yourconsent)

with respect to thecommercial exploitation of videos hereunder will be thefollowing

percentages based on our or our licensee's published wholesale price ("Royalty BasePrice") as
of the commencement of the accounting period concerned, less all excise, purchase value added
or similar taxes included in the priceand lessa container charge oftwenty percent (20%):
(a) On audiovisual records manufactured and sold by our licensees, in the United Statesor

elsewhere: an amount equal to fifty percent (50%) of the netreceipts from the sale of those
audiovisual records;

(b) On net sales by us of audiovisual records in theUnited States: fifteen percent (15%) of the
Royalty Base Price; and

(c) Onnetsales by us of audiovisual records distributed outside theUnited States: ten percent
(10%)of the Royalty Base Price.

(d) On audiovisual records containing videos recorded hereunder and otheraudiovisual works,
yourroyalty will be prorated based on the actual playing time of yourvideo(s) as a percentage of
the overall playing time of the audiovisual record.

A-4. As used in thisagreement, the following words have the following meanings:

(a)"Audiovisual record" means a recording including sound accompanied by visual images

intended primarily for home or institutional uses, jukebox use or use in means of transportation,
includingwithout limitation,videocassettes, laser disc, videodiscs or other media or devises now
or hereafter known.

(b) "Budget record" means, with respect to a particular configuration of record, a record bearing
a SRLP in the country concerned less than sixty-six and two-thirds percent(66-2/3%) of the
SRLP of the customary price for top-line records in that country.

Page 16 of 19

(c) "Electronic Transmission" means any transmission to the consumer, whether sound alone,
sound coupled with an image, or sound coupled with data, in any form, analog or digital, now
known or hereafter devised (including but not limited to, "cybercasts", "webcasts", "streaming
audio", "streaming audio/visual", "digital downloads", direct broadcast satellite, point-tomultipoint satellite, multipoint distribution services, point-to-point distribution service, cable
system, telephone system, broadcast station, and any other forms oftransmission now known or
hereafter devised) whether or not such transmission is made on demand or near on demand,
whether or not a direct or indirect charge is made to receive the transmission and whether or not
a direct or indirect charge is made to receive the transmission and whether or not such
transmission results in a specifically identifiable reproduction by or for any transmission

recipient. All referencesin this Agreementto the "distribution" of records, unless expressly
provided otherwise, shall be understoodto include the distribution of records by way of
Electronic Transmission thereof.

(d) "Mid-price record" means, with respect to a particular configuration of record, a record
bearing a SRLP in the country concerned in excess of sixty-six and two-thirds percent (66-2/3%)
and less than eighty percent (80%) of the SLRP ofthe customary price for top-line records in
that country.

(e) "Net receipts" are revenues received by us from any licensee (or credited to us) which are
specifically attributable to the Masters) or video(s), less our direct, out-of-pocket costs in
connection with the licensed use of the Masters) or video(s).
(f) "Net sales" means one-hundred percent (100%) of the gross sales less returns, credits and
other adjustments.

(g) "New Media Records" shall mean Records in the following configurations: mini-discs,
digital compactcassettes, digital audiotapes, laser discs digitalcompact discs capableofbearing
visual images (including, without limitation, Enhanced CD and CD-ROM) and other Records
embodying, employing or otherwiseutilizingany non-analogtechnology,whether such Records
are interactive (i.e. the user is able to access,select or manipulate the materials therein)or noninteractive, and whether now known or hereafter devised, but specificallyexcluding audio-only
compact discs.
(h) "Normal Retail Channels" or "NRC" are record or other retail stores which are
normal and customary outlets for the sale of records to consumers.

(i) "NRC Licensee" in a particular Territory outside the United States means the licensee
which distributes your records through normal retail channels in that Territory.

Page 17 of 19

(j) "SRLP"means, for records sold in the United States, the suggested retail list price; for records
soldoutside the United States, "SRLP" means the retail-equivalent price on whichour licensee
bases our royalties or, if there is no such price, one hundredand twenty five percent(125%) of
the "wholesale price," i.e., the Posted Price to Dealers in the territoryconcerned.

Page 18 of 19

EXHIBITB to Agreement between

Pendulum Records, LLC and Travis Greene

To:

ALL RECORD MANUFACTURERS

To: BMI/ASCAP

LICENSED TO MECHANICALLY

REPRODUCE COMPOSITIONS

To: HARRY FOX AGENCY

SPECIFIED HEREINBELOW
To: ALL OTHER PARTIES IN
INTEREST

Please be advised that effective as ofNovember

2009 the undersigned have granted to
Pendulum Records LLC, its publishing affiliates, ite licensees and assigns, the exclusive right
throughout the World in respect ofcompositions in which the undersigned is the copyright
proprietor, (the "Compositions''):

to license and cause others to license the use ofthe Compositions; and

2.

toadminister and grant rights in and tothe Compositions and the copyrighte

therein; and

3.

to publish and sell sheet music and/or folios ofthe Compositions if it soelects;

4.

tocollect all monies payable with respect tothe Compositions, including monies

and

earnedbut not paid priorto the effective date hereof; and

5.

otherwise administer the Compositions and the copyrighte therein and to actasthe

publishers thereof.

Very truly yours,

x*ffr (ZL
Travis Greene

Page 19 of 19

EXHIBIT UB

55

Travis Greene
2510 Merrywood Rd. Charlotte, NC 28210

Phone: 704-650-4367 Fax: 704-536-3110 E-Mail: tgreenestuff@gmail.com

Date: 07/31/13

Ruben Rodriguez
President

Pendulum Records, LLC

96 Linwood Plaza #354

Fort Lee, NJ, 07024

Dear Ruben Rodriguez:

Our contract states that 12 months after delivery of an album, if you have not sent me a
written notice terminating the term of the agreement, or exercising the option for the next
album I can send you a notice via certified mail at any time after the option date stating my
desire to terminate the recording contract thirty days after your receipt of the notice.

Sinceit has been three years since my last album delivery, and I have never received notice
from you to exercise an option, please take this as my notice seeking to terminate the
Recording Agreement It is in both our best interests to end this part of our relationship.
Again, I desire to terminate the Recording Agreement according to the terms of our
contract

Sincerely,

Travis Greene

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UNITED STATES

POSTAL SERVICE

Date: September 4, 2013

Travis Greene:

The following is in response to your September 4, 2013 request for delivery information
on your Priority Mail Express item number EI207564188US. The delivery record
shows that this item was delivered on August 1, 2013 at 11:15 am in FORT LEE, NJ
07024 to D H. The scanned image of the recipient information is provided below.
Signature of Recipient:

Address of Recipient

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Thank you for selecting the Postal Service for your mailing needs.

If you require additional assistance, please contact your local Post Office or postal
representative.
Sincerely,
United States Postal Service

F>EIMOUl_UlVI
r <5 o
r cl s "
96 Linwood Ave. #354

Fort Lee, NJ

07024

Phone 201-363-1461
Fax 201-592-7970
Email: ruben9rubenrodriguezentertoinment.net

July 22, 2010

Travis Greene
151 Market Place Ave

Mooresville, NC 28117
AGREEMENT LETTER

Dear Travis,

Travis Greene agrees for Pendulum Records, LLC to pay Ruben Rodriguez Entertainment, Inc. the amount

of $12,500 for GOSPEL radio promotion of the single 'Prove My Love'.

Please sign and return by FAX or scan and EMAIL.

Travis Greene

,/

Date

Very truly yours,

s^- Ruben Rodriguez

Pendulum Records, LLC
hk

C: Ruben Rodriguez Entertainment, Inc.

Pendulum Records, LLC
Adam Gottlieb, CPA
Mike Panteleoni, P.C.

Deborah Miller, Pendulum Label Manager

AGREEMENT LETTER PENDULUM TO TRAVIS GREENE-AGREES PENDULUM PAY -RUBEN RODRIGUEZ ENT RADIO 'PROVE MY LOVE'

12500 7-22-10

RE1MDUL.U1VI
records*

96 Linwood Ave. #354

Fort Lee, NJ

07024

Phone 201-363-1461
Fax 201-592-7970
Email: ruben@rubenr0drigue2entertainment.net

March 8, 2010

Travis Greene

151 Market Place Ave

Mooresville, NC 28117
AGREEMENT LETTER

Dear Travis,

Confirming agreement.

Travis Greene agrees for Pendulum Records, LLC to pay Ruben Rodriguez Entertainment, Inc. the amount

of $12,500 for GOSPEL radio promotion of the single 'Still Here'.

Please sign and return by FAX or scan and EMAIL.

Travis Greene

/^

Date

' ery truly yours,

Ruben Rodriguez
Pendulum Records, LLC
hk

C: Ruben Rodriguez Entertainment, Inc.

Pendulum Records, LLC
Adam Gottlieb, CPA
Mike Panteleoni, P.C.

Deborah Miller, Pendulum Label Manager

AGREEMENTLETTERPENDULUM TO TRAVIS GREENE-AGREES PENDULUM PAY-RUBEN RODRIGUEZENT RADIO 'STILL HERE' 125001-2-10

PENDULUM
r m c
o
r cJ s"8
96 Linwood Ave. #354

Fort Lee, NJ 07024

Phone 201-363-1461
Fax 201-592-7970
Email: ruben9rubenrodriguezentertainment.net

June 14, 2012

Travis Greene
151 Market Place Ave

Mooresville, NC 28117
AGREEMENT LETTER

RADIO PROMOTION
SINGLE 'LIVING WATER'

Dear Travis,

Confirming agreement.

Travis Greene agrees for Pendulum Records, LLC to pay Ruben Rodriguez Entertainment, Inc. the amount
of $12,500 for GOSPEL radio promotion of the single 'Living Water'.
Please sign and return by FAX or scan and EMAIL.

Travis Greene

->

Date

Very truly yours,

Ruben Rodriguez
Pendulum Records, LLC
/hk

C: Ruben Rodriguez Entertainment, Inc.

Pendulum Records, LLC
Adam Gottlieb, CPA
Mike Panteleoni, P.C.

Deborah Miller, Pendulum Label Manager

Yesse Ordonez, Office Manager/Bookkeeper - RRE - PEND

AGR I.TR PEN Travis Greene-AGREES PENDULUM PAY- RUBEN RODRIGUEZ ENT RADIO- 'Living Water'$12,500 6-14-12

EXHIBIT "C

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PANTALEONI AND WEISS LLP- New york, New York 10022

wwwsalespider.com >... >New york >Nonclassifiable Establishments PANTALEONI AND WEISS L L P is A Company Located At 488 MADISON AVE STE
1100, New York, New York. View Company Information, Address & Phone ...

PANTALEONI GOVENS & WEISS LLP - New York Companies

www.nycompaniesindex.com/pantaleoni-govens-weiss-llp-11od5/
Contact information for PANTALEONI GOVENS & WEISS LLP, identification number:

Full contact details and company informations | New York | USA.

Business Lookup: PANTALEONI GOVENS & WEISS LLP

wwwbusinesslookup.org/pantaleoni_govens_amp_weiss_llp PANTALEONI GOVENS & WEISS LLP is an inactive business, started JANUARY 24,
1995 filed in County, New York.

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PANTALEONI & WEISS LLP, 488 MADISON AVE 11TH FL. NEW YORK, NEW
YORK, 10022. Current Entity Name: DUBOIS MANAGEMENT, INC. DOS ID#: ...

Michael Pantaleoni, law firm - Lawyers.com

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Rating: 5 - Review by Peers on Lawyers com
Michael Pantaleoni located in New York, New York (NY), details, firm member listings,
ratings and reviews ... Law Firm in New York, U.S.A. ... Lawrence N. Weiss.

c/o pantaleoni & weiss lip 488 madison ave., suite 1100 new ...
www.bizapedia.com/../C-0-PANTALEONI-WEISS-LLP-NEW-YORK-... C/0 Pantaleoni & Weiss Lip 488 Madison Ave,, Suite 1100 New York, NY 10022Rumba Jams Inc, Point Records Entertainment Ltd, Radiotracks Inc....

Pantaleoni Govens & Weiss LLP - Bizapedia.com

www.bizapedia.com/ny/PANTALEONI-GOVENS-WEISS-LLP.html Pantaleoni Govens & Weiss LLP in New York, NY 10022 - Lookup its New York
Department of State Registration.

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c/o Pantaleoni & Weiss LLP , New York,, 10022. Mark Drawing Code: Typeset
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pantaleoni govens & weiss lip - Business Profiles

businessprofiles.com >New York PANTALEONI GOVENS & WEISS LLP was formed on 1995-01-24 in New York. It is

no longer active. - shareholders, officers and directors, contact information.

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1/12/2015

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PANTALEONI & WEISS LLP, 488

MADISON AVE., 11 FLOOR
New York

NY-1947088

PANTALEONI & WEISS LLP, 488 MADISON AVE., 11 FLOOR is the Principal
Executive Officer of PANTALEONI GOVENS & WEISS LLP, registered in New
York.

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Name: PANTALEONI &amp; WEISS LLP, 488 MADISON AVE., 11 FLOOR

Office Held: Principal Executive Officer

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1/12/2015

WINSTON JOHNSON RAGHNAL & ASSOCIATES P.C.

225 BROADWAY - SUITE 700

NEW YORK, NEW YORK 10007

212-566-3019

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

!
\
f:

Civil Action Number No.:

TRAVIS GREENE

Plaintiff,
-againstPENDULUM RECORDS LLC

RUBEN RODRIGUEZ, PRESIDENT

Defendants

SUMMONS AND COMPLAINT

TO:

Service of acopy of the within

Is hereby admitted.
Dated:

15

Attorney(s) for

PLEASE TAKE NOTICE:.... Notice of Entry : that the within is a true copy of a

duly entered in the office ofthe Clerk ofthe within named Court on

,2015.

NOTICE OF SETTLEMENT: that and order

Gf which the
within is atrue copy will be presented for settlement to the HON.
one ofthe
judges ofthe within named Court, at
on
2015 at
Dated'
Yours, etc.