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MITCHELL SILBERBERG & KNUPP LLPDAVID A. STEINBERG (SBN 130593), das@msk.comANDREW C.SPITSER (SBN 255917), acs@rask.com11377 West Olympic BoulevardLos Angeles, California 90064-1683Telephone: (310) 312-2000Facsimile: (310) 312-3100Attorneys for PlaintiffUniversal Music - MGB NA LLC

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Plaintiff, Universal Music - MGB NA LLC ("Universal"), alleges as follows:PRELIMINARY STATEMENT

I. This is an Interpleader action brought by Universal, which seeks to deposit with the

Court certain "writer's share" copyright royalties (the "Royalties") arising from the musicalcomposition "Hippy Hippy Shake," composed by Defendant Robert Lee "Chan"Romero

("Romero"). Adispute has arisen between Defendants Romero, Artists Rights EnforcementCorporation, Steven Ames Brown and/or Rich and Famous Music, Ltd. d/b/a Not My Music, andStructured Asset Sales, LLC (collectively, "Defendants") regarding entitlement to those Royalties.Universal, which claims no interest inthe Royalties and merely seeks to distribute them to the

proper party, has nonetheless been threatened with litigation with respect to the payment oftheRoyalties. Because Universal claims no interest in the Royalties and does not know which of the

competing claimants is legally entitled to receive the Royalties, Universal seeks an Order allowingit to interplead the Royalties itcurrently holds and those that itcollects in the future, and to bedischarged from liability with respect to the Royalties.

THE PARTIES

2. Universal is a limited liability company organized under the laws of the State of

California, having its principal place ofbusiness in Santa Monica, California. Universal is, and atall times mentioned herein was, qualified to do business in California.

3. Universal is informed and believes, and on that basis alleges, that Defendant RobertLee "Chan" Romero ("Romero") is an individual residing in Riverside County, California, whohas been professionally known as "Chan Romero." Universal is informed and believes, and onthat basis alleges, that Romero was the primary composer of, inter alia, the musical compositionentitled "Hippy Hippy Shake," which has been performed and/or recorded by numerous musicalacts, including The Beatles.

4. Universal is informed and believes, and on that basis alleges, that Defendant Artists

Rights Enforcement Corporation ("AREC") is aNew York corporation, with its principal place of

COMPLAINT IN INTERPLEADER

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business in New York, New York. Universal is informed and believes, and on that basis alleges,

that AREC regularly conducts business in Los Angeles County, California.

5. Universal is informed and believes,and on that basis alleges, that DefendantSteven

Ames Brown ("Brown") is an individual residing in San Francisco, California.

6. Universal is informedand believes,and on that basis alleges, that DefendantRich

and Famous Music, Ltd. ("Rich and Famous") is a business entity of unknown form, doingbusiness as Not My Music. Universal is informed and believes, and on that basis alleges, that

Brown is the owner of Rich and Famous.

7. Universal is informed and believes, and on that basis alleges, that Defendant

Structured Asset Sales, LLC ("SAS") is a Delaware limited liabilitycompany, with a principalplace of business in Los Angeles County, California.

8. The true names and capacities, whether individual, corporate, or otherwise, of

defendants named herein as Does 1 through 10, inclusive, are unknown to Universal, who

thereforesues said defendants by such fictitious names pursuant to Code of Civil Procedure

Section 474. Universal will amend this Complaint to set forth the true names and capacities of

said defendants when they are ascertained. Universal is informed and believes, and on that basis

alleges, that each of the defendants, including Does 1 through 10, inclusive, asserts a claim to the

property that is the subject of this Complaint in Interpleader.

FACTUAL ALLEGATIONS

9. Universal is a music company, engaged in, among other things, the business of

owning, exploiting, and otherwise administering (e.g., licensing and collecting royalties for), acatalog of copyrighted musical compositions.

10. In a written agreement dated May 7,1993 (the "Agreement"), Universal'spredecessor in interest, Careers - BMG Music Publishing, Inc. ("BMG"), acquired all right, title,and interest in and to the musical composition entitled "Hippy Hippy Shake," written by Romero

(the "Composition"). In exchange, BMG agreed, inter alia, to pay Romero certain royalties

3( COMPLAINT IN INTERPLEADER

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collected with respect to the Composition, including the so-called "writer's share royalties"(collectively, the"Royalties").

11. in the Agreement, Romero directed BMG to report, account, and pay the Royaltiesdirectly to Defendant AREC.

12. Universal has succeeded to all ofBMG's rights and obligations under theAgreement.

13. Universal is informed and believes, and on that basis alleges, that AREC has paidon an ongoing basis certain of the Royalties it receives from Universal to Defendant SAS. SAS

contends that Romero assigned to SAS Romero's right to receive certain ofthe Royalties and,therefore, contends that it is entitled to receive aportion of the Royalties paid to AREC.

14. Universal is informed and believes, and on that basis alleges, that Romero disputesSAS's right to receive any of the Royalties. As aresult, Romero has objected to the payment ofcertain of the Royalties by Universal to AREC (which has been paying certain of those Royaltiesto SAS). Romero has instructed Universal to pay certain of the Royalties directly to him.

15. AREC's representatives have contacted Universal and asserted that Romero is notentitled to any of the Royalties, that AREC is entitled to continue receiving the Royalties under theAgreement (and to pay aportion of them to SAS), and that Romero's instruction to pay himdirectly is invalid,

16. Universal is informed and believes, and on that basis alleges, that AREC has alsopaid on an ongoing basis certain ofthe Royalties itreceives from Universal to Defendant Brownand/or Defendant Rich and Famous. Brown has asserted that he and/or Rich and Famous acquiredand now own aportion of the Composition and, therefore, are entitled to aportion oftheRoyalties. Brown has threatened that he and/or Rich and Famous will sue Universal ifUniversaldoes not pay to AREC the Royalties to which he and/or Rich and Famous claim entitlement.

17. In the event ofa dispute regarding the proper payee ofthe Royalties, theAgreement expressly authorizes Universal to withhold any disputed Royalties until disposition ofthe conflict. Further, the Agreement expressly states that Romero's direction to pay AREC was anaccommodation to Romero alone, and that Universal is not subject to any liability for an erroneous

4COMPLAINT IN INTERPLEADER

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payment or failure to comply with the direction to pay AREC. Nonetheless, Universal has been

threatened with litigation if it does not pay the Royalties toAREC.

18. Universal collects and accounts for royalties on a semi-annual basis (i.e., twice ayear). Its accounting periods end on Dec. 31 and June 30 each year. Universal is presently inpossession of$5,368.15 in Royalties collected during the accounting period ending December 31,2013. Universal also anticipates that it will collect additional Royalties on an ongoing basis in thefuture in excess of $20,000.

19. Because ofDefendants' competing claims to the Royalties, Universal does notknow to whom it should pay the Royalties itcurrently possesses or those that itwill collect in thefuture.

FIRST CAUSE OF ACTION FOR INTERPLEADER

[By Universal Against All Defendants!20. Universal repeats and incorporates by reference each and every allegation

contained in paragraphs 1 through 19, inclusive.

21. Universal is presently in possession of$5,368.15 in Royalties collected during theaccounting period ending December 31, 2013.

22. Defendants each have made conflicting demands upon Universal that they areentitled to someor all of the Royalties.

23. The respective claims to the Royalties asserted by Defendants are adverse.24. Universal cannot resolve the conflicting demands ofDefendants, and therefore is .

unable to determine which ofthe above adverse claimants, ifany, is legally entitled to receive thedisputed Royalties. Universal is ready and willing to deliver the Royalties to the person(s) orentity(ies) legally entitled to receive them and brings this action to have the matter legallydetermined.

25. Universal has incurred costs and reasonable attorneys' fees in connection with thisdispute and may continue to incur fees and costs until the matter is adjudicated with finality as toits obligations, in an amount to be determined.

COMPLAINT IN INTERPLEADER

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26. Universal does not claim any interest in the disputedRoyalties, other than the

attorneys' fees and costs incurred in connection with this dispute.

PRAYER FOR RELIEF

WHEREFORE, Universal prays for judgment against each of the Defendantsas follows:1. That Defendants be ordered to interplead and litigate herein their respectiveclaims

to the disputed Royalties;

2. That the Court enter an order allowing Universal to deposit all disputed Royalties

now held by Universal with the Clerk of Court;

3. That the Court enter an order allowing Universal to deposit with the Clerk of Court,

once every six months, all future Royalties collected by Universal;

4. That Universal be discharged from any and all liability to any of the Defendants,

arising out ofor relating to the disputed Royalties;

5. That each of the Defendants be restrained from instituting or further prosecuting

any proceeding or action against Universal arising out of or relating to the disputed Royalties;

6. That Universal be awarded its reasonable attorneys' fees and costs incurred in this

action; and

7. For such other and further relief as the Court deems just and proper.

Dated: May 14,2014 MITCHELL, SILBERBERG & KNUPP LLPDAVID A. STEINBERGANDREW C. SPJISER

Andrew C. Spitse>^'Attorneys for PlaintiffUniversal Music - MGB NA LLC

COMPLAINT IN INTERPLEADER

.ATTORNEY OR PASTY WITHOUT ATTORNEY (NameTstWK number, ana addressl:David A. Steinberg (SBN 130593)Wdrew C. Spitser(SBN 255917)MITCHELL SILBERBERG & KNUPP LLP11377 West Olympic Blvd.Los Angeles, CA 90064

Ijt TELEPHONE NO: (310)312-2000 FAX NO: (310) 312-3100____^WTORNeYFQRCA_racjjjjye Officer/Clerk

8y_j_^_________LL CeputymaMya Beltran

CIVIL CASE COVER SHEET__ Unlimited Q Limited

(Amount (Amountdemanded demanded isexceeds $25,000) $25,000 or less)

Complex Case Designation Counter Q Joinder

Filed with first appearance bydefendant(Cal. Rules of Court, rule3.402)

CASE NUMBER: BC545nff"JUOGE:

Items 1-6 below must be completed (see instructions on page 2).1. Check one box below forthecase typethat best describesthis case

Auto Tort

Auto (22)L_ Uninsured motorist (46)Other PI/PD/WD (Personal Injury/PropertyDamage/Wrongful Death) Tort Asbestos (04) Product liability (24)D Medical malpractice (45) Other PI/PD/WD (23)Non-PI/PD/WD (Other) Tort

Contract

__ Breachof contract/warranty (06) Rule 3.740 collections (09)

Other collections (09)Insurance coverage (18)Other contract (37) ,

Real PropertyL_ Eminent domain/Inverse

condemnation (14)LJ Wrongful eviction (33)

D

D

_j 9.w. ..__ W^,Business tort/unfair business practice (07) [J other real property (26)Civil rights (08)Defamation (13)Fraud (16)Intellectual property (19)Professionalnegligence(25)Othernon-PI/PDAfVD tort(35)

EmploymentD Wrongful termination (36)

_[_)_ Other employment (15)

Unlawful DetainerLJ Commercial(31)__ Residential (32) Drugs (38)Judicial Review

D Asset forfeiture (05)LJ Petition re: arbitration award (11)D Writ of mandate (02)D Other judicial review (39)

2. This case Q is __ is not complex under rule 3.400 of the California Rules of Court, tf'th '^case'is complex mark thefactors requiring exceptional judicial management:a. D Large number of separately represented parties d. Q Large number of witnessesb. U Extensive motion practice raising difficult or novel e. Coordination with related actions pending in one or more courtsissues thaw.ll be Hme-consuming to resolve in other counties, states, or countries, a?h afXaTcTurTc. U Substantial amount of documentary evidence f, Q Substantial postjudgment judicial supervision

3. [Remedies sought fcfcec* alt that apply): a. Q monetary b. __ nonmonetary; declaratory or injunctive relief c punitive4. ^Number ofcausesofaction (specify): One {1)5. This case is __ is not a class action suit.6. Jf there are any known related cases, file and serve a notice of related case. (You may-i*se form CM-015)Date: May 14,2014 P^ J >?Andrew C. Spitser, Esq.

(TYPE OR PRINT NAME)

U NOTICE

iinderfhTT^c^Tl^T^ ^ flfTPer _?*"?the aCtion or Proceedin9