DOC 59-5 Filed 10/31/277 EXHIBIT DOC 59-5 Filed 10/31/278 O?fe q?the Um?ted States THE LIBRARY OF CONGRESS Certi?cate of Recordation THIS IS TO CERTIFY THAT THE ATTACHED DOCU- MEN WAS RECORDED IN THE COPYRIGHT OFFICE ON THE DATE AND IN THE PLACE SHOWN BELOW. THIS CERTIFICATE IS ISSUED UNDER THE SEAL OF THE COPYRIGHT OFFICE. DATE OF RECORDATION 18Jun98 VOLUME PAGE VOLUME PAGE OFFICIAL SEAL 691% Register of Copyrights and Associate Librarian for Copyright Services Certi?cate of Recordation C-762 [anuary 1998?5111) DOC 59-5 Filed 10/31/279 Fo?rm 21-20 I - THE LAW OF COPYRIGHT 2158. -L nocummncovm SHEET I Pu ?oatation cl Emu UNITED STAYES RECEIVED 9 mace . nga sermon, ?ii TM oo ch' warns nova THIS UHF. . .. - . To the Reguter of Copyrights: 1, Please record the accompanying ongma! document or copy thereof. 0 ?e V/?g L7 1 MM: num' on runs TO THE DOCUMENT. Asmn' um: IN THE DOCUMENT. hail: l'u-th ?nl See attached?schedule See attached schedule --mm.m I . I Will ?gsziwn?tyllu upynp-I i: mt?w n: is: 11m (M1 Chi-Nun! Lilr. [uh-nun. Own! Saran-M '5mm ?62! 3 mas? or wouxtsv. ?summon NUMIEMS). Aumomsn AND emu To Inexnn won. rim . Adults-?1M4 mum: See attached schedule ye- . . l'I' . . ".1:th My' - [In?ux-M 'I-I?nut amp-ku- RumAmuumhk OED-SA 8 Dawn! ?mum win: effoc?w J42: u? ?nape-lying .?meuI-hereby u'?rm tn the Cupy- pit-m- regju Of?cr that Ilw infunmdm givvn m1 {him airyt-fthuudgimlu fun is I am: and cum wpmnamm DI the a mun-Ila? baring ml Thin af?mdm will lcrrufy unit: wiry of I'm-query undu- dur nut I: certi?catinnuhrim Unimi ru In I: I thrudgirul Jmmf. . lion-r- hymn-{mm 'Robert A. Rosenberg, Esq. :ngW'?c 1,5,9 Willkie Farms. Gallagher - 787 Seventh Avenue New York, New York 10019-6099 ?Hmm? can? Jinn Ila-Hu- . u: aria DOC 59-5 Filed 10/31/SCHEDULE OF NAMES AND ADDRESSES OF CONVEYING AND RECEIVING . PARTIES RE EDWARD HOLLAND TRANSFER OF ROYALTIES CONVEYING PARTIES: \4 - EDWARD J. HOLLAND IR. 19275 Woodston Road Detroit, Michigan 48203 EDWARD HOLLAND ROYALTY VENTURE 1 SPC, 615 Griswold, Suite 920 Detroit, Michigan 48226 RECEIVING PARTY: EDWARD HOLLAND LP 615 Griswold, Suite 920 Detroit, Michigan 48226 DOC 59-5 Filed 10/31/281 DRAFT 5/19/98 NOTICE OF GRANT OF ROYALTY INTEREST U.S. Copyright Office Cataloging Division V3411 D193 Library of Congress Recordation of Grant of Royalty Interest Washington, D.C. 20559?6000 Ladies and Gentlemen: Pursuant to a Capital Contribution Agreement, dated May 1, 1998 (the "Capital Contribution Agreement"), between Edward J. Holland, Jr. ("Holland"), Edward Holland Royalty Venture I SPC, Inc a Delaware corporation (the "General Partner") and Edward Holland LP, a Delaware limited partnership (the "Partnership?), Holland and the General Partner contributed valuable assets to the Partnership in return for the Partnership Interests of the Partnership as set forth in the Partnership Agreement, dated May 12, 1998, by and between Holland and General Partner and establishing and governing the Partnership (the ?Partnership Agreement") and the Partnership accepted such assets. All capitalized terms in this document shall have the meaning defined in the Capital Contribution Agreement. Pursuant to the Capital Contribution Agreement, Holland irrevocably transfered, conveyed, granted and assigned to the Partnership an undivided 100% ownership interest in and to all of the Assets, as defined in the Capital Contribution Agreement, including, without limitation, the following rights and DOC 59-5 Filed 10/31/282 V3411 D193 Page 2 interests, but subject, in all cases, to the Impositions on Rights: a. The sole and exclusive right throughout the universe to receive and collect any and all Gross Receipts regardless of when earned and payable and accruing under the Contract Assets before or after the date of the Capital Contribution Agreement, that are paid on or after the Closing Date. Such Contract Assets effect royalties paid for the works listed on Schedule A, hereto; b. All other rights of any nature relating or pertaining to the Assets or the exploitation of the Assets; c. The non-exclusive right to use and reproduce Holland's name or mark, but solely on or in connection with any and all exploitations of the Assets; and d. The sole and exclusive right throughout the universe to possess, retain and exploit, in perpetuity, in any manner or media, any and all other rights now or hereafter existing in all Assets; e. The sole and exclusive right to receive and retain all proceeds of the Contract Assets and to amend, modify, extend or terminate any of such assets in the Partnership's own name . Notwithstanding the foregoing, Holland did not convey to the Partnership the merchandising rights in any of the Assets DOC 59-5 Filed 10/31/283 V3411 D193 Page 3 (the right to merchandise products for profit using Holland's name, image, likeness, mark or the characters created in and song titles related to the Artist's Songwriter Compositions). The Partnership has pledged such assets to Bankers Trust Company as security for the Notes issued pursuant to an Indenture, dated May 1, 1998, between the Partnership and Bankers Trust Company. DOC 59-5 Filed 10/31/284 V3411 D193 Page 4 . IN WITNESS WHEREOF, the parties hereto have duly executed or caused their duly authorized officers to duly execute this Notice Of Grant Of Royalty Interest as of'this (9-2 day of May, 1998.? EDWA . JR. .5747? 4/ - I STATE OF w/ tart): COUNTY OF ?eau was On this 77 day of May, 1998, before me personally. appeared Edward J, Holland, Jr., personally known to me (or proved to me em the basis of satisfactory evidence) to be the person that executed this instrument, and acknowledged said in trument so executed to'be his. 'Eree act and deed. Notary Public: My commission expires RICHARD RUDDER Notary Public. State of New York No. 31~3392736 Quali?ed in New York County EDWARD WLTY VENTURE 454/7 Hawaii}. ?Hollarl?a, Jr. Pres- STATE OF COUNTY OF Ian/c On this $77 day of May, 1998, before me personally appeared Edward Holland, Jr., President of Edward Holland Royalty Venture I SPC, Inc., personally known to me (or proved to me on? the basis of satisfactory evidence) to.be the person that: executed this instrument on behalf of said Delaware corporation, and acknowledged said instrument so executed to be his free act and deed in said capacity and the free act and deed of said corporation. Notary Public: My commission expires: RICHARD RUDDER Notary Public. Stale of New York No. 31-3392786 Quali?ed in New York Coun Commission Expires January 31 2000 DOC 59-5 Filed 10/31/285 V3411 D193 Page 5 EDWARD HOLLAND LP By: Edward Holland Royalty Venture I SPC, Inc., its General Partn By: - Edward J. lland, Jr? Preside STATE OF MK COUNTY OF EM): On this 77%day of May, 1998, before me personally appeared Edward J. Holland, Jr., President of Edward Holland Royalty Venture I SPC, Inc., General Partner of Edward Holland LP, personally known to me (or proved to me on the basis of satisfactory evidence) to be the 'person that executed this instrument on behalf of said Delaware limited partnership, and acknowledged said instrument so executed to be his free act and deed in said capacity and the free act and deed of said corporation. Notary Public: My commission expires: RICHARD RUDDER Notary Public. State of New York No. 31-3392786 Quali?ed in New York County Commission Expires January 31 . 2000 DOC 59-5 Filed 10/31/286 V3411 D193 Page 5 SCHEDULE A DOC 59-5 Filed 10/31/287 V3411 0193 Page 7 SCHEDULE A (Edward Holland) 9; '100 Miles and Runnin' Ain't To Proud To Beg Ain't To Proud To Beg Put Yourself In My Place Medley All I Know About You All I Need Ask Any Girl Baby Don?t You Do It Baby I Need Your Loving Baby Love Baby That's A Groove Back In My Arms Again Beauty 15 Only Skin Deep Bernadette Bikini Party Bird In The Hand Is Worth Two In The Bush Boy From Crosstown Brenda Bright Lights Big City Bring Back The Love Build Him Up Ca Brule Call On Me Can I Get A Witness Can You ix It Candy To Me Can't Break The Habit Ce Merveilleux Garcon Class Rub A Dub Coca Cola Commercial Come And Get These Memories MCome On Home Come Round Here I'm The One You Need Come See About Me Da Method Dame Una Solucion Dance A While Cry A While Darling Baby Darling I Hum Our Song Day Dreamer De Quel Droit Peux Tu Decider /Dentro Y.Fuera Del Amor DOC 59-5 Filed 10/31/288 V3411 D193 Page 8 Do You Know What I'm Talking About Don't Compare Me With Her Don't Let True Love Die El Suceso En La Sombra Del Arnor Eria Aria I Hear A Es Liegt Nur An Dir Every Now And Then Everybody Needs Love ,Everything Is Good About You Extiende Tus Brazos Family Finders Keepers Losers Weepers Forever Came Today Function At The Junction Girl Why You Wanna Make Me Blue Girl's Alright With Me Give The Dog A Bone Going Down For The Third Time /Gotta Say It Gonna Tell It Like It Is Guarantee For A Lifetime Happening Happy Go Lucky He Holds His Own He Was Really Saying Somethin? He Who Picks A Rose He Won't Be True Little Girl Blue Heaven Must Have Sent You Helpless A111 Got Honey Boy Hooked On Classics Medley How Long Has This Been Going On How Sweet It Is To Be Loved By You Can't Get Along Without You I Can't Go On Sharing Your Love I Can't Help Myself Sugar Pie Honey Bunch I Can't Make It Alone I Can't Satisfy .JI Couldn't Cry If I Wanted To I Couldn't Dance I Got A Feeling I Got A Weak Heart I Got Heaven Right Here On Earth I Gotta Dance To Keep From Crying -2- 5x DOC 59-5 Filed 10/31/289 V3411 D193 Page 9 I I Gotta Find A Way To Get You Back I Gotta Know Now I Guess I'll Always Love You I Hear A ,J?Hope You Have Better Luck Than I Did I Know I'm Losing You I Like Everything About You I Understand My Man I Wanna Mother You Smother You With Love I Want Her Love I Wanted To Cry If You Don't Want My Love If You Were Mine I'll Take Care of You ?,1'11 Turn To Stone I'm A Road Runner I?m Giving You Your Freedom I'm Grate?Jl I'm In A Different World I'm In Love Again I'm Losing You I'm On The Outside Looking In I'm Ready For Love I'm So Glad Heartaches Don't Last Always . I'm Willing To Pay The Price Impregnated Tid Bits Of Dope Hits In And Out Of Love In My Lonely Room Inalterable Amor It Don't Take Much To Keep Me It Must Be Love Baby It's All Your Fault It's Better With Two It's The Same Old SOng f-J'ai Envie De Chanter Jealous Lover Jimmy Mack Just A Few More Days Just Ain't Enough Love Just As Long As You Need Me Just One Last Look Kick It Over Here Lam Di Lam Le Plus Bel Amour Ja-Leave It In The Hands Of Love -3- g. KM DOC 59-5 Leaving Here Let's Go Somewhere Like A Nightmare Like I Do Little Darling I Need you Little Things Mean More Live Wire Locking Up My Heart Filed 10/31/290 V3411 13193 Page 10 Loneliness Made Me Realize It's You That [Need ?Lonely Lonely Girl Am I Lonely Lonely Man Am I Lonely Lover Love Love Feels Like Fire Love Has Gone Love Has Made A Fool Of Me Love Is Here And Now You're Gone Love Is In Our Hearts Love Is Like A Heatwave ,Love Is Like An Itching In My Heart Love Like Yours Don't Come Knocking Everyday Mickey's Monkey More Stars On 45 Mother Dear Mother You Smother You Motor City Scene Part I Motor City Scene Part II My Baby's Home My Ladybug Stay Away From That Beatle x-My My My World Is Empty Without You Need For Love Net En Fais Pas Pour Moi No BS Serio Tu Amour No Love Left No Man Can Love Her Like I Do No Time For Tears Nothing But Heartaches Nowhere To Run /Oh Little Boy What Did You Do To Me On Deck One Block From Heaven One Two Three One Way Out Only Time I'm Happy DOC 59-5 Filed 10/31/291 v3411 3193 Page 11 Penny Pincher POurquoi Est II Part Put Yourself In My Place Que Puedo Hacer a. Quicksand Reach Out I'll Be There ?Real Man Re?ections Re?ejos Remove This Doubt Roll With Amare Send Me Know Flowers [Seven Habitaciones Oscuras Seven Rooms Of Gloom Shake Me Wake Me When Its Over Sigues Alejandote De Mi Since You've Been Gone Since You've Been Loving Me Smooth Rhyme So Long Something About You Sony Is A Sorry Word ,Standing At The Cross Roads Of Love Standing In The Shadows Of Love Stay In My Lonely Arms Stop In The Name Of Love Supremes Medley Of Hits Surfer Boy Suspicion Sweet Soul Medley Take Me In Your Arms Rock Me A Little While Talkin' Bout Nobody But My Baby {Tear For The Girl Tear From A Woman's Temptations With Four Tops Medley There's A Ghost In My House There's No Love Left There's No Stopping Us Now They Said It Couldn't Be Done Third Finger Left Hand This Is When I Need You Most This Little Girl ?This Old Heart Of Mine Is Weak For You Doc 59-5 Filed 10/31/292 V3411 D193 Page 12 Throw A Farewell Kiss Tie A String Around Your Finger Todo Lo Que Se De Ti Too Hurt To Cry, Too In Love To Say Goodbye Too Many Fish In The Sea Touch Me Again True Love Will Go A Mighty Long Way True True Loving The World's Greatest Thing Try Counting Sheep ,Tu Te Moques De Moi Twist Un Dos Tres Until You Love Someone Viens Plus Pres Mon Armour We Couldn't Get Along Without You We Shall Not Be Moved We've Got A Way Out Of Love What Goes Up Must Come Down What In The World's Going On /Wheels Of The City When The Love Light Starts Shining Through His Eyes Where Did Our Love Go Where Did You Go Whisper You Love Me Boy Who Could Ever Doubt My Love Without The One You Love You- You Can't Hurry Love You Keep Me Hangin' On .You Lost The Sweetest Boy Your Love Is Amazing Your Unchanging Love You're A Wonder-?ll One YOu're Sweeter As The Days Go By You?ve Been A Long Time Coming r? 0447401.02/110143.00001