Gurvey v. Cowan, Liebowitz & Latman PC

• Court: District Court, S.D. New York
• Decided: March 9, 2020
• Docket: 1:06-cv-01202
• Status: Unknown

Opinion

VDOCUMIEN TL (\ tp Mr oar” meenenrenonaere ELECTRONICALLY FILED ("SA 1 pet DOC #: ARCO Amy R. Gurvey DATE FILED: 3/9/2020 ) 0 BRA. US Patentee/ Plaintiff Pro Se (4 ff 315 Highland Avenue Lott AA Upper Montclair, NJ 07043 pine □□ PH: (917) 733-9981 en amygurvey@gmail.com for reconsideration DENIED. Plaintiff does not any new information compelling a different result on her ion to Vacate the March 17, 2009, Order dismissing Live Nation (Dkt. No. 65): DISTRICT COURT to Plaintiff's claim that the Order dismissing Live -- which she is now challenging -- was dated April 24, 9, the dismissal Order was dated March 17, 2009 (Dkt. uCcT OF NEW YORK 65). Accordingly, as this Court's February 13, 2020, Order lains: even if Plaintiff had filed an April 22, 2010, motion to ee ore any Suen mon wou "not ~~" jmy R. Gurvey v. Cowan, Liebowitz & been] reasonably prompt, because it would have been over a year after the March 17, 2009, Order. Cf. Fed. R. Lathman, PC, ET AL. P. 60(c)(1) (Rule 60 motions generally should not be _ . LGS "more than a year after the entry of the... order” being CASE NO. 06-1202-cv ( ) llenged.)" the March 17, 2009 Ord vs NOTICE OF MOTION TO ny appeal of the Marc , rder is not timely. See R. App. P. 4; Gurvey v. Cowan, Liebowitz & Latman, RECONSIDER DENIAL OF 462 F. App'’x 26, 30 n.5 (2d Cir. 2012) ("Gurvey □□□ US PATENTEE/PLAINTIFF’S that Secon’ ore Sena te en to “Ss MOTION TO VACATE SDNY appeal of the Marc , , Order, because me ntiff did not timely include the Order in her notice of ‘ORDERS BASED ON eal). The issues in this action have been fully adjudicated FAILURE TO ADJUDICATE appealed twice. See Gurvey |, 462 F. App'x 26; Gurvey v. AMENDED Liebowitz & Latman, P.C., 757 F. App'x 62 (2d Cir. APRIL 2010 8), cert. denied, 140 S. Ct. 161, 205 L. Ed. 2d 52 (2019), (COMPLAINT STATING denied, No. 18-8930, 2019 WL 6257536 (U.S. Nov. 25, ‘DAMAGES FOR PATENT °) INFRINGEMENT, AIDING & 2 . ? of the documents Plaintiff attaches below are the April... . ABETTING INFRINGEMENT aie she ere ren me atlachimen’s. the ~ AND CLAYTON ANTITRUST closest in time is a May 10, , Notice of motion to the April 24, 2009, Order. Both Judge Jones ina VIOLATIONS [35 USC § 271 Order (Dkt. No. 80) and the Second Circuit 271(b) 285 286; 15 USC§18] clusively reviewed the April 24, 2009, Order. January 28, 2020, Amended Final Judgment and Decree, in the Department of Justice's antitrust action Dated: March 9, 2020 inst Live Nation Entertainment, Inc. (available at https:// New York, New York

s not bear on the issues below or warrant vacatur of _ ers in this action. □ reconsideration of the February 13, 2020, □□ (Dkt. No. 428) -- denying Plaintiff's untimely motion LORNA G. SCHOFIEL -- is DENIED. If Plaintiff files frivolous materials, UNITED STATES DISTRICT JUDGE > may be imposed, requiring Plaintiff seek 1 . □□ □□ first before filing anything further on the ko Ae □□

CC: DEPARTMENT OF JUSTICE (“DOJ”) Media and Entertainment Division, Hon. Owen Kendler, Chief Hon. Geoffrey Berman, US Attorney for the SDNY Public Corruption Division US Patents and Antitrust CC: Hon. Ruth Bader Ginsburg, in Her Honor’s capacity as Chief Administrative Judge of the Second Circuit

SDNY’S UNNOTICED REMOVAL OF DOCKETED ENTRIES, FAILURE TO ADJUDICATE A FILED AMENDED COMPLAINT FOR PATENT INFRINGEMENT, SPOLIATION OF DOCKETED USPTO SUBPOENAS AND DEFIANCE OF NY’S JUDICIARY LAW

Plaintiff/US Primary Ticketing Patentee Pro Se Amy R. Gurvey swears to the truth of the following statements in moving this Court, Hon. Lorna G. Schofield, the fourth rotating judge after three previous judges and magistrates left the Court, to reconsider the Court’s February 13, 2020 order denying Plaintiff's second motion since April 22, 2010 to reinstate defendant Live Nation, Inc. to

answer for willful infringement, aiding and abetting infringement of Plaintiffs US ticketing patents and Clayton Antitrust violations as found by the Department of Justice (“DOJ”). The Court also failed to adjudicate Plaintiff's infringement and USPTO misconduct claims against defendant Instant Live Concerts, LLC, defendant Live

Nation’s wholly owned subsidiary. Therasense v. Becton Dickinson, 649 F. 3d 1276 (Fed. Circ. 2011) The Court’s recent order is contrary to the early record in this

lawsuit since 2006. This is because docketed entries were since

unlawfully removed by the Court and because Plaintiff's filed 4AC to

recover patent infringement and Clayton Antitrust damages filed

April 22, 2010 was never adjudicated. In addition, after NY’s

Legislature changed the law in enacting Judiciary Law Part 1240

effective October 1, 2016, the Court defied the governing state

statutes by failing to order mandatory withdrawal of defense

attorneys at Hinshaw & Culbertson, LLC and in particular Richard

Supple, Esq. This enabled defense attorneys to unilaterally alter

and corrupt court files after the same attorneys were already found

to have corrupted confidential state files by inserting forged and

unserved documents by an order of the AD 1st Dept. entered April 21, 2016. Plaintiff's company LIVE-Fi Technologies®, LLC’s complaint

was solicited by the Dept. of Justice (“DOJ”) in 2010. It was

docketed as “E” on the DOJ Media and Entertainment website with

153 pages and was one factor resulting in DOJ’s sanctioning of

defendant Live Nation and its 2009 partner Ticketmaster. However, based on this Court’s removal of docketed entries, Plaintiff's 4AC

appending the same documents was never adjudicated.

FACTS IN SUPPORT OF MOTION

1. Defendant Live Nation’s crimes against the public in the

field of primary ticketing with associated Clayton antitrust

violations were found by Department of Justice (“DOJ”) twice first

on January 25, 2010 and again on January 8, 2020 when the DOJ

issued sanctions against defendant and its 2009 merged partner Ticketmaster, Inc. in the amount of $1mil per violation. 15 USC

§18. 2. In January 2010, the DOJ and DC District Court made

the February 2009 merger of defendant Live Nation and

Ticketmaster expressly conditional upon discharge of all obligations and terms set forth in a consent decree and competitive impact statement signed by defendant Live Nation on January 25, 2010.

2010 WL 975407, 975408. Those conditions involved proscriptions in the field of primary ticketing. They also made expressly unlawful

the merged entity’s use of ticket data to enable other non-ticketing

benefits, such as distribution of event recordings, to pay for parking and sell targeted ads. 2010 WL 975408, pp. 8, line 10. 3. January 8, 2020, ten years later, the DOJ found the terms of the consent decree and competitive impact statement were intentionally breached. The DOJ extended and enlarged the mandates through 2026. 4. Plaintiff and her company, LIVE-Fi Technologies®, LLC invented, own and control US method and apparatus patents in primary ticketing and ticket management including those that enable other non-ticketing benefits. Other federal courts have already found that ticket data is not copyrightable. There is no dispute Plaintiff's issued US patent claims have been willfully infringed by defendant Live Nation, its subsidiary Instant Live Concerts, LLC and Ticketmaster since before the merger and after. 5. In 2008-2009, Plaintiff’s attorney in this lawsuit O. Lee Squitieri, who representing plaintiffs in a ticketing class action against defendant Live Nation’s predecessor in interest, defendant Clear Channel Entertainment SPINCO (“CCE”) emphatically opposed defendant Live Nation’s 2008 Rule 12(b) motion papers falsely alleging under oath that defendant “had no NY contacts to

confer personal jurisdiction in this Court’. More than 12 Live Nation

employees and Baker Botts attorneys falsely swore to these

allegations over 2 % years, causing Mr. Squitieri to withdraw from

the case and leaving Plaintiff to proceed pro se.

6. Directly contrary to defendants’ motion papers, however, defendant Live Nation admitted to multiple NY contacts when it

executed the DOJ consent decree and competitive impact statement

in the DC District Court proceedings on January 25, 2010. In

particular, defendant Live Nation admitted it was distributing its

own primary ticketing systems since 2008 in NYC including to its

owned and operated venues Roseland Ballroom, House of Blues and

Irving Plaza. 2010 WL 975408. Moreover, defendant had an office

in the same building with the Cowan defendants and has since

moved to the meat packing district where it houses several hundred

employees. 7. Defendant Live Nation’s signed DOJ mandates

demonstrate actionable fraud in this lawsuit, even before the case

was closed on April 24, 2009 and Plaintiff’s first US ticketing patent issued thereafter issued 5 1/2 months later on October 13, 2009.

Defendant Instant Live Concerts, LLC, that was acquired by

defendants Live Nation in 2005, was also was infringing Plaintiff's

patents and aiding and abetting defendant Live Nation and others

to infringe Plaintiff’s patents. 35 USC §271, 271(b), 285, 286.

8. In February 2010, when Plaintiff and her company LIVE-

Fi Technologies® filed its DOJ opposition to the merger, docketed

were complaints of the merged entity’s prospective negative impact

on small businesses and technology companies and referred to

defendant Live Nation’s fraud in this lawsuit. The objection was

one of thirteen docketed and posted as “E” on the DOJ Media and

Entertainment website. 9. Plaintiff then immediately submitted the same papers to

this Court on April 22, 2010 as an exhibit to Plaintiff's 4AC

complaint. 153 pages were filed including concrete documentary evidence of defendant’s fraud. Plaintiff included statements from

defendant’s executive Stephen Prendergast that he thought “Plaintiff's patents could be used by anyone’. 10. At the same time, defendants Live Nation, Instant Live

Concerts and Prendergast were engaging in misconduct before the

USPTO related to the Griner concert recording patent defendants

acquired in 2005 (6,614729) that was invalidated by the USPTO in

2006-7 on application of the Electronic Frontier Foundation. In

moving for reexamination for 12 years, defendants failed to cite to

Plaintiff's patents as prior art; and continued to use ticket data for

non-ticketing business, demonstrating willfully infringement of

patent claims proprietary with Plaintiff. 11. In fact, Plaintiff’s first issued US ticketing patent on

October 13, 2009, was being willfully infringed by defendants since

before this case was closed by ordered entered by former Judge Barbara Jones on April 24, 2009. Contrary to the Court’s recent

order, the 4AC with Plaintiff's motion papers was timely filed by the

SDNY within one year on April 22, 2010 as to fraud and mistake

claims. There is a SDNY stamp on the papers with this date.

However, Plaintiff’s first patent of October 13, 2009 constitutes new

evidence” and qualifies for Rule 60(b)(6) relief that has no statutory deadline. 12. Many of the early docketed entries in this lawsuit

between 2006-2009 were since unlawfully removed without notice

in violation of Plaintiff’s right to due process of law. Most of the

removed entries pertain to breaches of fiduciary duty and fraud by defendants’ Baker Botts attorneys and other attorneys, defendant

Cowan Liebowtz & Latman who were representing Plaintiff before the USPTO at times relevant. Plaintiff contends the attorneys who engaged in conflict of interest violations and defiance of USPTO mandates are secondarily liable for Plaintiff's damages if she cannot

recover against Live Nation and Instant Live defendants. The ex

parte removal of docketed entries without notice to Plaintiff demonstrates organized corruption. 13. US Supreme Court decisions and Federal Circuit law are unanimous that Plaintiff's 4AC was required to be granted for service and adjudicated against existing defendants. This is old

established law. Reedy v. Scott, 90 US 352 (1874). It never was in breach of administrative duty by two judges and two magistrate judges since 2010. 14. In addition, Judge Schofield failed to compel withdrawal of defense attorneys at Hinshaw & Culbertson, LLP and in particular, Richard Supple, no later than October 1, 2016, the effective date of Judiciary Law Part 1240. See JL Part 1240.6, Part

1240.18. An order of the Appellate Division entered April 21, 2016 found that Supple had been corrupting confidential state files

contrary to Plaintiff’s interests in this case and failed to disclose he

was an executive appointee to the Attorney Grievance Committee along with other Hinshaw partners. There was parallel corruption of files in this lawsuit, ex parte removal of docketed entries and spoliation of USPTO subpoenas. Supple’s ex parte state crimes, corruption of files and insertion of untruthful and forged unserved documents, induced the extrajudicial bias of this Court on matters unrelated to this case. 15. Plaintiff Gurvey’s first US primary ticketing patents and ticketing management patents, 7603321; D647910S issued on October 13, 2009 and November 1, 2011, respectfully. By the time

of issuance, both patents were being willfully infringed by defendants Live Nation and its subsidiary defendant Instant Live

Concerts, LLC, the latter never dismissed in any order from this lawsuit. 16. Itis relevant that in 2006 when this lawsuit was filed, Plaintiff's valuable patent claims had been unduly delayed for

issuance at the USPTO based on the defendant Cowan practitioners’ breaches of duty, conflict of interest violations, .and

filing of defective patent applications and fraudulent declarations of

inventorship by the Cowan defendants before the USPTO. 37 CFR

2.19, 10.66, 11.116, 1.36, 35 USC 256. 17. The Cowan defendants were representing defendant Live

Nation’s predecessor in interest defendant Clear Channel Entertainment SPINCO, its executives who formed Instant Live

Concerts, LLC in 2003. 18. The Cowan defendants attempted abandonment of Plaintiffs early patent applications in 2003 but were never granted unilateral withdrawal by the USPTO after two attempts in 2003 and

2007. The Cowan defendants admitted did not exercise Plaintiff's

expedited prosecution rights or advise Plaintiff she had those rights that would have achieved issued the same US patents no later than

2005, which then would been immediately enforceable when this

lawsuit was filed in 2006. 19. Plaintiff's 4AC was filed on April 22, 2010 to recover infringement, aiding and abetting infringement and antitrust treble

damages as soon as the first claims issued; and Plaintiff's constitutional rights to enforce and protect her patents continues through the full term of protection. There is no viable defense of

laches can that be claimed and, contrary to its recent order, this 11

Court cannot legally prevent Plaintiff from pursuing claims to

protect her property. 20. Further contrary to the Court’s order, any appeal to this motion sequence would be in the exclusive appellate jurisdiction of

the Federal Circuit and not the 2d Circuit. 28 USC 1338, 1295. 21. The Griner patent acquired by defendants in 2005 disclosed a pure recording method found non-patentable and of no

utility by the USPTO in 2007. Important is that it discloses no

means of distribution of event recordings or benefits using ticket data, which defendants and Ticketmaster were all admittedly outsourcing since the attempted merger in 2009. 22. There is no laches defense available during the full term of patent protection. A patentee who gets new or additional claims is absolutely entitled to file an amended complaint in a lawsuit in

which infringers are parties. Reedy v. Scott, 90 US 352 (1874); In

re Global Tech Appliances, 563 US 754 (2011); Halo Electronics v.

Pulse Electronics, 136 S. Ct. 1923 (2016); SCA Hygiene Products Aktiebolag v. First Quality Baby Products, 137 S. Ct. 954 (2017). 23. Moreover, contrary to the Court’s order, there is no time

limit for a patentee to file Rule 60(b)(6) motion. 12

24. Defendant Live Nation was formally dismissed when the

case was closed on April 24, 2009. Plaintiff’s Rule 60(b)(6) motion filed and stamped by the Court on April 22, 2010 was based on new evidence, i.e., the recent issuance of Plaintiff’s first US patent claims. Ergo the 4AC was timely filed even as concerns the other subdivisions of the Rule 60(b) statute that govern matters of fraud, mistake, etc. 25. Plaintiff is entitled to recover 6 years of relate back willful

infringement damages, aiding and abetting infringement damages and get an injunction from this Court from the time she gota patent and filed for infringement damages. Plaintiff's damages should be trebled under law based on the abominable fraud and misconduct of defendants. Reedy v. Scott, 90 US 352 (1874); In re Global Tech Appliances, 563 US 754 (2011); Halo Electronics v. Pulse Electronics, 136 S. Ct. 1923 (2016); SCA Hygiene Products Aktiebolag v. First Quality Baby Products, 137 S. Ct. 954 (2017). Plaintiff remains entitled to recover patent damages for the full term

of protection. 26. The Court, however, has continued to misapply the law and ignore the prevailing patent and antitrust laws .and defendant’s 13

ongoing Clayton antitrust violations found by the DOJ on January 8, 2020, that were stated with specificity in Plaintiff’s early complaints. 27. The removal of docketed entries by the Court constitutes

a per se violation of Plaintiff’s right to due process of law — it shocks the conscience. The Court’s continued failure to adjudicate Plaintiff's 4AC. The fourth judge’s order that it can’t find the complaint constitutes organized corruption, or at minimum, inexcusable breaches of administrative duty. 28. Other meritless demonstrations of extrajudicial bias by

this Court including defiance of NY’s Judiciary Law Part 1240, failing to provide an unbiased tribunal also contra to Plaintiff's constitutional rights and the Court’s issuance of unconscionable decisions frame Plaintiff for crimes of defense counsel since 2013. 29. The totality of the Court’s ongoing judicial breaches of duty, failure to grant service of the 4AC, and demonstrations of extrajudicial bias on matters unrelated to the case warrant recusal and reassignment.

WHEREFORE, Plaintiff prays that her motion seeking reconsideration of the Court’s February 13, 2020 order be granted in all respects, that the Court award Plaintiff attorneys’ fees and

costs and such other and further relief as it deems just and proper.

Dated: February 28, 2020 Coconut Creek FL ~~

Y R. GURVEY US PATENTEE PRO SE

DOCUMENT Koy. ELECTRONICALLY FILED / ( Lo op pitt wor? US Pat, urvey DATE FILED: _2/13/2020 VO WT □□□□□ atentee/Plaintiff Pro Se (Bert □□□□ 315 Highland Avenue (Ve, {/ J / □ Upper Montclair, NJ. 07043 □□□ H: (917) 733-9981 Lilie Exe □□ gurvey@gmail.com / ] ,

UNITED STATES DISTRICT COURT’ 5 SOUTHERN DISTRICT OF NEW YorK |)! 87202 | □□

AMY R. GURVEY, Plaintiff Pro Se a , CASE NO. 06-1202-cy (LGS) his motion to vacate is DENIED. There is no 22, 2010, motion on the docket. In any NOTION OF this motion to vacate is untimely. VACATE SDNY OBEN TO Rule of Civil Procedure 60(c)(1) ASTOD RDERS that any motion to vacate, under EFENDANT LIVE ule 60(b)(6), “be made within a reasonable NATION [FRCP 60(b)(6)] me." It's been over a decade since the es [NOTE: Plaintiff's previous 17, 2009, order was entered. Evenif “,, motion filed April 22, 2010 to April 22, 2010, motion to vacate were y “evacate March 17, 2009 order led, that motion was also not reasonably dismissin : . rompt, because it would have been filed ac was 8 defendant Live Nation, a year after the March 17, 2009, Order. RET never adjudicated] Fed. R. Civ. P. 60(c)(1) (Rule 60 motions __ a RETURN DATE FEB. 21, 2020 enerally should not be made "more thana ‘) ear after the entry of the... order" being lat eon ee hallenged.) This action has been appealed times to the Second Circuit, and has oo resolved and closed. Clerk of Court is respectfully directed to □ □ lose Dkt. No. 427, and to mail a copy of this □□ to Plaintiff. . □□□ February 13, 2020 LORNA G. SCHOFIEL New York, New York UNITED STATES DISTRICT JUDGE

PAM ay ecm Neer ELECTRO“ TICALLY FILED DOO # UNITED STATES DISTRICT COURT DATE Fue 3 :_ □□□ Aas ok wh. de : SOUTHERN DISTRICT OF NEW YORK !(—— 020 ennennnnnee □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AMY R. GURVEY, Plaintiff, 06 CIVIL 1202 (BS)) -against- JUDGMENT COWAN, LIEBOWITZ & LATMAN, P.C., CLEAR CHANNEL COMMUNICATIONS, INC., INSTANT LIVE CONCERTS, LLC, LIVE NATION, INC., NEXTICKETING, INC., DALE HEAD, STEVE SIMON, and DOES I-VI, INCLUSIVE Defendants. nnn nnn nena □□ ennemnnnnnnennnewn mene K . □

Whereas the above-captioned action having come before this Court, and the matter having come before the Honorable Barbara S. Jones, United States District Judge, and the Court, on April 23, 2009, having rendered its Opinion and Order dismissing plaintiff s claims against all defendants, it is, ORDERED, ADJUDGED AND DECREED: That for the reasons stated in the Court's Opinion and Order dated April 23, 2009, plaintiff's claims against all Defendants are dismissed; accordingly, the case is closed. Dated: New York, New York April 27, 2009 J. MICHAEL McMAHON Clerk of Court BY:

Deputy Clerk

THIS DOCUMENT WAS ENTERED ON THE DOCKET ON ____

FrVUY

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FILE NUMBER: 06-CIV-1202 (BSJ) 1 St th A nt i te ta he A ) AMY R. GURVEY, ) ) Plaintiff, ) NOTICE OF APPEAL ) Vv. ) ) penne eg COWAN LIEBOWITZ & LATMAN, PC., ) | ALEC US. oC □ CLEAR CHANNEL COMMUNICATIONS, INC., ) Pee | INSTANTLIVE CONCERTS, LLC, LIVE ) i MAY 22°99 □ NATION, INC., NEXTICKETING, INC., DALE _ ) Pop ee & 2008 □ HEAD, STEVE SIMON, and DOES I-VI, ) [enced INCLUSIVE, ) | 8.0, OF ALY, Defendants. ) ) eo i Ht et a ee Notice is hereby given that Amy R. Gurvey, plaintiff in the above-named case, hereby appeals to the United States Court of Appeals for the Second Circuit from the Opinion and Order dismissing plaintiff's claims against all defendants entered in this action on the 24" day of April, 2009. Date: May 22, 2009 SQUITIERI & FEARON, LLP Attorneys for Plaintiff

Lee Sq 32 East 57" Street 12" Floor New York, New York 10022 (212) 421-6492

PFATUOUUS om UNITED STATES COURT OF APPEALS VoOnes, J. FOR THE katz, J | SECOND CIRCUIT

Ata stated Teftm of the United States Court of Appeals for the Second Circuit, held at the Daniel Patrick Moynihan {United States Courthouse, 500 Pearl Street, in the City of New York, on the 17th day of June, two thousand and nine, < COURT. — fF ried □□ ____|luspc spny fe DOCUMENT JUN 17 2000 Amy R. Gurvey, ELECTR¢ ly ECTRONICALLY FILED Sei orn nS Plaintiff-Appellant, DOC #: Ono Sino DATE FILED: EN 15 ona || ORDER v. ED: EIN 1 F200” Docket Number: 09-2185-cv Cowan, Liebowitz & Lathman, PC, Clear Channel Communications, Inc., Live Nation, inc., instant Live Concerts, LLC, Does 1 - X, Nexticketing, Inc., William Borchard, Midge Hyman, Baila Celedonia, Christopher Jensen, Dale Head, Steve Simon, Michael Gordon, Susan Schick, Defendants-Appellees.

A motion or motions of the type specified by Rule 4(a}4 of the Federal Rules of Appellate Procedure having! been filed in this matter, and now pending before the district court, the above numbered and entitled appegl is hereby stayed to await final disposition of said motion(s). Movant below is hereby directed to inform this Court, in writing, as to the status of each such motion, at thirty-day interval from the date of filing and immediately upon final disposition of the last outstanding motion, and to provide the Court a copy of all dispositive orders. Parties dre advised that appellate review of the lower court's disposition regarding any such motion requires a timely filed amended notice of appeal.

Very truly yours, □ Catherme O° Hagan Wolfe, Clerk

Dyl eesley, Depdty Clerk

| Ca □□ {RUE COPY = A if AS

AMY Ie. GURVIEY, Pro Se 338 Hiuhland Avanie vr. Upper Montclair, M3. 07043 Os, ¥ ty! (17) 733-998) UGMY, if UNETED SEATES DISTRICT COURT SOUTHEIN DISTRICT OF NEW YORK

AMY RGURVEY LIVE-FIP4 TECHINGLOGIES, LCC CASENO, 1G-CYV-1202 (BETY as the ial party-in-intercet assigned | eet Gurvey’s 5 patents}, teem wee TS Hay 1S □ Biadntifis, At fe LM □□ -agginat- NOTICE OF MORIN fi □□□ . We J se 7 □□ COWAN, LIEBOWITZ &-LATMAN, PCs Mb cmcad □□□□ CLEAR CHANNEL COMMUNICATIONS, . □□□ i9.0. Saad Oke | ING. INSTANTLIVE CONCERTS, LC: CASHIERS. LEVE NATION, INC: NEXTICKETING, et al, , Deferidants.

PLEASE TAKE-NOTICE that. Piintiit Amy 8, Garvey and. (proposed) new. Plaindit LIVE-ET™ Techgotogics, ULC as the real party-in-interest assigned Gurvey's issued US patents and other rights of enforcerment inand lo Plaintiffs propriceiry technologies ‘and trade secrets, will-move this Court on May 10,2010. pursuanl to FRCP Rule-th). Tithe 35 and Tule £5 of fhe US. Code, for an.ordes, inter afi, vacating the Court's previous order af April 24, 2609 ax moot, LIVE-ET™ Technologies 4s a patty plaintifl,.gninting Plaintiffs: extensian of time. to new counsel, severing Certain claims against the différent sroaps of defendants, and ordering service of Plaruiff's Fourth Amended Complaint herein fora tempondsy restratiing order, damages for patentinfringement, unifsircomoectition, violation of die aahitriist laws, sanctions for fraud, aitorncys foos and costs, damages.pursuant to 18 USC 103d, breach OF fiduciary daty and such other and further reliel'as the Court deems just-and proper.

MAR 2 3 2010 □□□ □□ A LINGATION □□ ANTITRUST ee ee U.S. DEPT. OF JUSTICE WHE Wa Whe www live-fi.com A . (917) 733-9981 LIVE-FI” TECHNOLOGIES INC. March 18, 2010 FEDERAL EXPRESS Hon. Rosemary M. Collyer. cc: Cong. Rick Baucher US District Court Chair, Telecommunications Committee District of Columbia US House of Representatives 333 Constitution Avenue, NW Washington, DC 20001 cc: Steve Waldman, FCC Deputy Commissioner

cg. John R. Read, Chief cc: Cong. Ed Markey ‘ S Dept. of Justice Former Chair, Telecommunications Committee Litigation I Section 450 Fifth Street, NW Suite 4000 Washington, DC 20540 Re: Comments to Competitive Impact Statement of January 25, 2010 Ticketmaster and Live Nation, Inc. Merger USDC Dist. of Col. No. 1:10-CV-00139

Dear Judge Collyer: In accordance with the Justice Dept.’s January 25, 2010 Competitive Impact Statement (“CIS”) inviting comments within sixty (60) days to the Court’s revised order re the prospective merger between defendants Ticketmaster and Live Nation, Inc., as Inventor and President of an early stage live event digital distribution company, LIVE-FI™ Technologies, LLC with its first US patents issued on October 13, 2009 (US Patent No. 7,603, 321) (Exhibit 1), I respectfully submit on behalf of LIVE-FI™, the public and other entities similarly situated, “inadequacy” and material omission objections to the order. It is contended that if the CIS is adopted in its present form without further revision, it will have a significant anti-competitive impact on the future of all live industries including music, sports, gaming and education contrary to the public interest in violation of the Tunney Act, 15 USC §§ 16(b)-(h). Most respectfully, LIVE-FI™ has three primary concerns with the CIS as published: (1) The Court has omitted all discussion of the negative anticompetitive impact the merger will have upon live event and recording distribution particularly electronic broadcasts and transmissions that are the future of the converging TV and mobile markets. As admitted in Live Nation’s own papers and press releases, monopolization of the domestic and international eoncert market has been one of the company’s primary objectives since it was formed in 2005. (See Exhibit 2 and pp. 3 infra). There exists an inherent danger from a merged entity that will be, all at the same time, a promoter, majority venue owner for concerts and sports, label for performing artists, and the owner of ticketing and mobile ticketing systems, venue contracts and

ticketholder lists from 80% of US venues going back 25 years. As this Court correctly found, Live Nation already owns some 80-100 US venues and 30 in foreign territories. Ticketmaster’s lists will now give the merged entity the added unfair advantage to promote and fulfill consumer electronic requests for live concerts and sports merchandise throughout the world even for artists and celebrities not represented by Live Nation but who are appearing at venues that deploy Ticketmaster systems; (2) The Court wrongly assumes at pp. 7 that the merged entity will have no significant impact on small companies. As such, it speaks only to the ticket pricing interests of large promoters and venues such as AEG and Comcast Spectator. This is contended prejudicial error. The Court’s most recent revised solution that mandates giving AEG access to Ticketmaster’s systems and divests Ticketmaster of its Paciolan venue software in favor of Comcast-Spectator, presents a source of even greater concern for small entities. This is because the result will be a larger number of public concert and sports venues with access to the same basic ticketing, mobile ticketing operating systems including interfaces without equal access given to small companies, making the field even harder for smaller technology firms to penetrate; and (3) The Court has failed to adopt explicit protocols and safeguards to ensure that private litigants and smaller entities maintain equal and fair access to the Courts to protect their rights and remedies against the individual defendants and the merged entity. This is the Court’s stated objective in Section IV. In fact, Live Nation and its former parent Clear Channel Entertainment, Inc., a division of Clear Channel Communications, Inc. have a long history of defrauding private litigants before the Courts that must not be overlooked and most respectfully, should be investigated by this Court prior to adoption of a final plan. Live Nation’s practice for years has been to falsely deny under oath all contacts with individual States to avoid jurisdiction to answer for anticompetitive misconduct. In particular, I draw this Court’s attention to the appended untruthful papers sworn to under oath in 2006 and 2008 by defendant Live Nation and their Baker Botts attorneys in an antitrust case before Southern District of New York [Case No. 06-CV-1202 (BSJ) (SDNY)}. Live Nation, Clear Channel, and their attorneys falsely deny under oath all contacts with New York State (Exhibit 3). As this Court correctly found and contrary to these sworn papers, Live Nation owns many New York venues including House of Blues, Jones Beach Amphitheatre, Blue Note, and at times relevant, 24 major radio stations in the tri-state area including WLTW-Lite 106.7 FM. Live Nation filed similar untruthful papers before other tribunals in lawsuits brought by private litigants. (Exhibit 4) In addition, just prior to Live Nation’s acquisition of Clear Channel’s new affiliate Instant Live Concerts in 2005, Live Nation, admittedly sought to monopolize live concert distribution. In 2004, Live Nation acquired a third party inventor’s patent called “Griner” (US Patent No. 6,614,729). Griner discloses only a single operating system that affixes tracks on a master

recording as individual selections are being performed during a concert as but one method to expedite distribution of onsite concert CD’s. Yet, immediately after acquiring Griner, Live Nation issued a series of false press releases throughout the US and the world that it owned a monopoly on distributing live concert recordings. (Exhibit §). Live Nation’s clear intent and ensuing practice was to prevent smaller recording companies from accompanying artists into its venues to achieve unfair market penetration of its recording distribution systems even at venues owned by others. This is, in part, how Live Nation attracted major artists such as Madonna, Jay-Z, Bono and Shakira, to leave their respective labels and sign with Live Nation in all fields during a time that the recording industry was vulnerable and experiencing plummeting CD sales from digital piracy of shared MP3 files over the Internet. . In 2005, LIVE-FI™ was itself denied access to Live Nation’s venues. This was after LIVE-FI™’s USPTO unpublished provisional patent applications were believed to have been misappropriated to Live Nation through a New York intellectual property law firm representing LIVE-FI™ and Clear Channel simultaneously without disclosure. The misappropriation resulted in the formation Clear Channel’s affiliate, Instant Live Concerts, LLC in 2003 by principals of Clear Channel Entertainment (“CCE”). Instant Live Concerts was subsequently acquired by Live Nation in 2005 after it was spun off from CCE and both remain headquartered at 9348 Civic Center Drive, Beverly Hills, CA. Relevant here is that the New York Times article of May 5, 2003 that introduced Instant Live Concerts (Exhibit 6), also included sound bites from Irving Azoff, President of Front Line Management and now CEO of defendant Ticketmaster. Now that live recording distribution has evolved into a digital rather than a hand-out business, Live Nation has continued to preclude LIVE-FI™ and other recording companies from its venues. If defendants’ merger is approved without further revision, penetration of other company’s technologies will be significantly impeded. This is because Ticketmaster’s lists will afford Live Nation the ultimate advantages of controlling all of live concert promotion, venue entry access and event content distribution to the detriment of the public and all other entertainment companies. In 2006, the press confirmed LIVE-FI™’s premise when it reported that Live Nation was in fact precluding smaller recording companies from accompanying artists to record concerts at its venues. At that time, Live Nation did not represent any artists or their recording rights. In response, certain recording companies including DiscLive and Hyburn filed complaints against Live Nation and Clear Channel with the Electronic Frontier F oundation in San Francisco and were found to have meritorious claims. (Exhibit 7) Shortly thereafter, EFF invalided the Griner patent before the USPTO on other grounds, leaving Live Nation without a patent. This paved the way, as this Court correctly found, for Live Nation’s 2006 alliance with German technology giant CTS Eventim and Clear Channel’s other new subsidiary, Next Ticketing (Exhibit 8). This venture failed leading to Live Nation’s more recent partnership with Ticketmaster (Exhibit 9).

Live Nation’s history of unfair and anticompetitive practices should now raise a red flag to this Court on che most pressing antitrust issues potentially affecting the future of the entire music and sports industries. Without speaking directly to the issues of live event and recording distribution, the Court, most respectfully, is doing the public a disservice. The CIS as it stands does nothing to protect the interests of small recording and technology firms that have invested huge monies in development and may be able to compete with Live Nation and online subdistributors such as iTunes and Google to reverse the last ten years of industry losses emanating from digital piracy of MP3 files. In summary, unless the Court mandates further revisions and sharing of assets with small companies, the pooling of the portfolio of powerful assets already controlled by Ticketmaster and Live Nation will enable the merged entity to unduly monopolize all of public access to concerts and events, majority lists of ticketholders and in turn, live recording distribution to those most likely to buy event recordings and podcasts. The end result will make it virtually impossible for new technology companies that have no equal acce §fto Ticketmaster’s operating systems to have a fair chance to compete. ,

pectivllygubmitted, bol) Amy R. fourvey Inventof and President LIVE-FI™ Technologies amyg@live-fi.com Ph: 917-733-9981

EXHIBIT 1

US007603321B2 a2) United States Patent (10) Patent No.: US 7,603,321 B2 Gurvey (45) Date of Patent: Oct. 13, 2009 Tr (54) ELECTRONIC SYSTEM AND METHOD 6,614,729 B2* 9/2003 Grineretal. oo □□□□□□ COUPLING LIVE EVENT TICKETING AND 2001/0018660 AL* 8/2001 Seb □□□□□□□□□□□□□□□□□□□□□ 705/5 INTERACTIVE ENTRIES WITH THE SALE, 2002/0199198 AL* 12/2002 Stonedahl ou... 725/86 DISTRIBUTION AND TRANSMISSION OF 2003/0023564 Ai* 1/2003 Padhye etal. ................ 705/54 EVENT RECORDINGS, MASTERING 2003/0097307 AL* 5/2003 Greene □□□□□□□□□□□□□□□□□□□□□□□ 705/26 SYSTEM AND INTELLIGENT TERMINAL 2004/0137929 AL* 7/2004 Joneset ale cece 455/517 DESIGNS 2008/0133416 AL* 6/2008 Rhoads ..cescsseecseees-. 705/5L (76) Inventor: Amy R. Gurvey, 315 Highland Ave, Upper Montclair, NJ (US) 07043 OTHER PUBLICATIONS □ (*) Notice: Subject ‘0 any asclaimer, the corm oF this “Broadway Television Network Selects On.2.com to Poer Video-On- ec. 154{b) by 0 days. Justed under Demand Webcasts of Broadway Shows”, Jun. 15, 2000.* * cited by examiner (21) Appl. No.: 14/253,912 Primary Examiner—Jalatee Worjloh (22) Filed: Oct. 18, 2005 (74) Attorney, Agent, or Firn—Allan Chan; Allan Chan & Assoc (65) Prior Publication Data 57 ABSTRACT US 2006/0173701 Al Aug. 3, 2006 (67) Related U.S. Application Data The present disclosure provides a method and system of (63) Continuation-in-part of application No. 10/442,468, electronically associating one or any combination of the pro- filed on May 20, 2003. : duction, balancing, editing, transmission, distribution and . . sale of live event “Recordings” with the sale of a “ticket” (60) Provisional application No. 60/382,710, filed on May [defined to include any entrance payment/receipt, (tourna- 22, 2002, provisional application No. 60/382,949, ment) entrance fee or logged placed bet] to or during the filed on May 24, 2002, provisional application No. event, such that both or either of a ticket purchaser and/or 60/619,754, filed on Oct. 18, 2004. non-ticket purchaser are able to automatically acquire a Recording or participate in interactive offerings related to the (51) Int. ci. event by means of [optional] authenticated retrieval systems GO6Q 99/00 (2006.01) at a terminal device when connected to the Internet or wire- (92) USL CB scrseinnnees 705/65; 705/50; 705/64; fess network. A method for electronically converting a bal- 705/52; 726/26 anced audience feed to the value for optimal Recording bal- (58) Field of Classification Seareh .............. 705/50-59; ance is also disclosed for optional integration. Distribution 369/ 1, 726/26 and/or retrieval of a Recording by patrons, non-attendee pur- See application file for complete search history. chasers and/or licensees may occur when the Recording is (56) References Cited embodied in a fixed medium of expression and/or when the Recording is in digital or other encoded format. U.S. PATENT DOCUMENTS 5,825,876 A * 10/1998 Peterson, In ceesccsceccen. 705/52 10 Claims, 9 Drawing Sheets 0 OVERALL 10 10 tq SYSTEM SCHEMATIC 14 GK.

U.S. Patent Oct. 13, 2009 Sheet 1 of 9 US 7,603,321 B2

10 OVERALL Z VENUES aN TICKET-BUYER ANO/OR TICKET-BUYER TICKET-BUYER 16 . TICKET" SELLER LOCATIONS a or a (ALSO INCLUDES TOURNAMENT ENTRANCE : FEES ANO/OR BETS ON ANDIOR OFF SITE) PROGRAM CONTENT = RECORDING 2 DISTRIBUTION CinTERNET 400] (opTIONAL ELECTRONIC AUTHENTICATION) ADDITIONAL, FIG. 5 RECORDING » BULK BURNING OF STANDARO BUYERS SECURED 18 ob OVOs ETC TRANSACTIONS 30 §, Us, (NCLUONG FIREWALL ACCOUNTING |‘ KIOSK BURNING ON DEMAND CREDIT CARD) + INFORMATION |‘ KIOSK US8 DOWNLOAD — TABLE SALE/ DIRECT HANDOUT 160 Sey OFF-SITE MANUFACTURING DATACENTER MANUFACTURING INSTRUCTIONS 7 | fa, FIG.2 a, MANUFACTURING as ray —2° ag —22 PACKAGING FEES& ACCOUNTING 300 ROYALTIES J—~_ 1, . FIREWALL 26 PSO! DISTRIBUTION INTERNET 2a

re oA RECORDING RECIPIENTS = a « LOCATION BASED KIOSKS pues (ON AND OFF SITE) PARTHERS( 4] PARTNERS + HOME ELECTRONIC olRTRERS + HOME WAL REVENUE-PARTICIPANTS « ON SITE TABLE/HANDOUT FIG. 1

U.S. Patent Oct. 13, 2009 Sheet 2 of 9 US 7,603,321 B2

TRANSACTION PROCESSING AFTER PURCHASE 20 122 TRANSACTION TGNSMIT 110 PRODUCE MEDIA MANUFACTURING AND SHIPPING - SPECIFICATIONS RECEIVE LABELS TO FULFILLMENT, RANSACTION CENTER DATA FROM TICKET-SELLER UPDATE ONLINE 124 ) 112 114 STATISTICS FOR WWW PAGES O ( REJECT TRANSACTION. Caine TRANSACTION ie) 100 116 FIG. 2B POST TRANSACTION | TRANSACTION TO CENTRAL FOR BACKUP DATABASE FINAL EVENT UPDATE ONLINE} 118 C icon) STATISTICS FOR ACCOUNTING WWW PAGES COMPUTE FINAL 126 ACCOUNTING INFORMATION □ 24 L_FOREVENT__| 155 FIG. 2A TRANSMIT GENERATE REPORTS AND REQUIRED |—___/ PAYMENTS REPORTS TO PARTNERS CLEANUP 100 CENTRAL DATABASE

FIG. 2C

U.S. Patent Oct. 13, 2009 Sheet 3 of 9 US 7,603,321 B2

internet Processing

200 oo a

Receive Internet Request □ f7?" No 210 -—— itemstico ae 2d Wg is ia in Display information. ms neat on available event q recordings. 214 \ 216 —~ Process purchase Vatidat transactions entered aldare on web site login 218 \ Sf 220

Partner login Registered 222 buyer login (7-224 Pre Ta on. TUE asl Cole al ed 2d Allow buyers to Allow partners check on order access to data on status, change event status, orders, order quantity or fees and royalties shipping address

100 ~\ {~ 100

Update Central Update Central Database if Database if necessary necessary FIG. 3

U.S. Patent Oct. 13, 2009 Sheet 4 of 9 US 7,603,321 B2

Manufacturing Process

\ [7 300 Receipt of Receipt of media labels, Performance address labels Data Stream and 310 manufacturing ~ instructions Editing of Data Stream 312 Preparation of | 314 ~\ media master 324 Optional encryption an unique Print wa ermar ing Produce 316 —~ □ “a tion Report Burning of media 7100 318-—- Application of | | Update label and Central packaging Data- 320 “\ base Shipping

No FIG. 4

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AMY R, GURVEY [LIVE-FI™ TECHNOLOGIES, LLC] 315 Highland Avenue Upper Montclair, NJ 07043 (917) 733-9981 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

AMY R. GURVEY CASE NO. 06-CV-1202 (BSJ) (and LIVE-FI™ TECHNOLOGIES, LCC as the real party-in-interest assigned Plaintiffs US patents), Plaintiffs, -against- AFFIDAVIT IN SUPPORT PLAINTIFFS’ MOTION TO VACATE AND SERVE COWAN, LIEBOWITZ & LATMAN, PC; FOURTH AMENDED COMPLAINT CLEAR CHANNEL COMMUNICATIONS, INC.; LIVE NATION, INC.; INSTANTLIVE CONCERTS, LLC; NEXT TICKETING; ET AL., Defendants.

1 INTRODUCTION This motion is brought pursuant to FRCP Rule 60(b), Titles 35, 15 and Rule 15 of the US Code, the Restatement of Torts Second and the Uniform Trade Secrets Act. In it, Plaintiff pro se, Amy R. Gurvey *, an inventor, producer and attorney, seeks to:

' See also, Schreiber Foods, Inc. v. Beatrice Cheese and Kustner Industries, 402 F. 3d. 1198, 61 Fed. R.Serv.3d 174, 74 USPQ 2d 1204 (USCA Fed. Cir.) (2005); Vaxition v. Foley & Larnder, 593 F. Supp. 2d 1153 (SD CA 2008); Qpals On Ice Lingerie v. Bodylines, 425 F. Supp. 2d 286 (EDNY 2004) ? Plaintiff’ s 2008-9 arbitration attorney, Lee Squitieri, Esq., moved to withdraw pursuant to Local Rule 1.4 on or about April 16, 2010. Plaintiff now seeks time to retain new counsel who does not notice a conflict of interest with Live Nation defendants, their new proposed merger partner, Ticketmaster, Inc. or with defendant CLL.

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(1) Vacate the April 24, 2009 order of SDNY, Hon. Barbara S. Jones (annexed as Plaintiff s Exhibit 1) pursuant to FRCP Rule 60(b)(2) based on new evidence, i.e., two US patents issued to Plaintiff Gurvey in October, 2009 and January, 2010 3 representing separate inventions premised on two unpublished USPTO provisional patent application Nos. 60/382,710 and 60/382,949 (“PPAs”) filed by defendant NY law firm Cowan Liebowitz & Latman, PC (“CLL”) as Plaintiff's attorneys on May 22 and 24, 2002; (2) Vacate this Court’s April 24, 2009 order pursuant to FRCP Rule 60(b)(3) and the catchall fraud phrase of Rule 60(b) based on two distinct sets of untruthful/frivolous Rule 12(b) motion papers submitted in 2006 and 2008 by opposing law firm Baker Botts on behalf of its clients, defendants Clear Channel, Live Nation, Inc., Instant Live Concerts and Next Ticketing (collectively “Live Nation defendants”) wherein defendants falsely swore under oath “no contacts with NYS” to attempt to avoid jurisdiction over them in this lawsuit (Exhibit 2) + [NOTE: Live Nation defendants’ contacts with New York State were subsequently acknowledged and found in the current proceedings before Hon. Rosemary M. Collyer in United States v. Ticketmaster and [defendant herein] Live Nation, Inc., Fed, R. Vol. 75, No. 27, Case No. 1:10-cv-00139) (DC District Court, February 10, 2010) (Exhibit 3). Live Nation defendants also submitted similar untruthful motion papers denying all contacts with other

3 US Patent Nos. 7, 603, 321(the “321 Patent”) and 29/310,547 (the “547 Patent), the latter issued Notice of Issuance with all fees paid in January, 2010. * Defendants’ motions papers were, in fact, knowing false when submitted, aimed only at unduly prejudicing/dismissing Plaintiff’s instant lawsuit, and merit sanctions in Plaintiff's favor particularly because moving attorneys, with knowledge of the blatant falsity of their proffers, never informed the Court or corrected the record. See, e.g., Schreiber Foods v. Beatrice and Kustner, supra, 402 F. 3d 1198, 1205 (USCA Fed. Cir. 2005) on the issue of sanctions for fraud under Rule 60(b) for an attorney’s failure to take reasonable remedial measures after learning of the falsity of his own proffered material evidence.

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jurisdictions in cases brought by private litigants (Exhibit 4), demonstrating defendants’ pattern of prejudicial and frivolous documentary misconduct before the Federal Courts that is expressly proscribed in Section IV of Judge Collyer’s Competitive Impact Statement issued January 25, 2010 and precedent for purposes of this lawsuit (Exhibit 3)]; (3) Vacate this Court’s April 24, 2009 order pursuant to FRCP Rule 60(b)(6) based on Live Nation defendants’ antitrust crimes against society cited by the Electronic Frontier Foundation in 2005-2006 that are the same dishonest business practices defendants used to unlawfully preclude Plaintiff and LIVE-FI ™ Technologies from its venues (Exhibit 5) while, at the same time, unlawfully using its monopoly of 150 US concert venues, 30 abroad and 250 radio stations to attempt to destroy Plaintiff’s business and violate the antitrust laws; (4) Join as a party plaintiff, real party-in-interest LIVE-FI™ Technologies, LLC, a Delaware limited liability corporation assigned Gurvey’s patents and other rights of enforcement in and to Plaintiffs intellectual property interests and trade secrets; (5) Grant Plaintiffs an extension of time to retain new counsel and sever the claims against the Live Nation defendants on the one hand from those against the CLL defendants on the other; and (6) Order service of Plaintiff's Fourth Amended Complaint herein that seeks a TRO, double and treble damage claims, as the case may be, sanctions, and such other and further relief as the Court deems just and proper for defendants’ infringement of Plaintiff's patents directly and through the doctrine of equivalents, dishonest business practices, unfair competition, violations of the Sherman Act and 18 USCA Section 1030, breach of fiduciary duty, misappropriation, malpractice, fraud before this Court and unauthorized continuing use and deployment of each of Plaintiff's inventions.

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PLAINTIFFS’ FOURTH AMENDED COMPLAINT I. JURISDICTION Jurisdiction over Plaintiff's Fourth Amended Complaint is based on Titles 15 and 35 of the US Code, 18 USC Section 1030, the Uniform Trade Secrets Act, as they pertain to unlawful and unauthorized misappropriation of Plaintiff's trade secrets that resulted in two US patents, unauthorized deployment and infringement of Plaintiff's inventions directly and by the doctrine of equivalents, unfair competition, dishonest business practices, antitrust violations and defendant CLL’s misappropriation of Plaintiffs trade secrets and misconduct before the United States Patent and Trademark Office that prejudiced prosecution of Plaintiffs patent portfolio. Claims for CLL’s breach of fiduciary duty, violations of 22 NYCRR 603 and tortious interference with Plaintiff's contract with Legend Films are joined as arising out the same nucleus of operative facts under the pendent jurisdiction of the Federal Courts. FRCP Rule 60(b), Schreiber Foods, Inc. v. Beatrice Cheese and Kustner Industries, 402 F. 3d 1198, 61 Fed. R.Serv.3d 174, 74 USPQ 2d 1204 (USCA Fed. Cir.) (2005), Vaxiion v. Foley & Larnder, 594 F. Supp. 2d 1153 (SD CA 2008).

Ti. PARTIES Plaintiff, Amy R. Gurvey, is an inventor, producer, development executive and CA attorney currently residing in Montclair, NJ. LIVE-FI™ Technologies, LLC is a Delaware limited liability company assigned Plaintiff Amy R. Gurvey’s patents and intellectual property interests including rights of enforcement therein.

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Defendant CLL is a New York law firm with an international trademark practice headquartered at 1133 Avenue f the Americas, New York, NY 10036. Defendants Midge Hyman, Esq., Simon Gerson, Esq., William Borchard, Esq., Christopher Jensen, Esq. and Baila Celedonia, Esq. are equity partners of defendant CLL. Defendants CLL, Hyman, Gerson, Borchard, Jensen and Celedonia are collectively referred to herein as “CLL defendants”. Defendant Michael Gordon is bass guitarist of the band Phish. Upon information and belief, either or both of Gordon or Phish were at times relevant, client(s) of defendant CLL. Upon further information and belief, defendant Gordon resides in Burlington, VT. Defendant Clear Channel Communications, Inc. is a Texas corporation and the parent and/or holding company of defendant Clear Channel Entertainment Inc. (“CCE”), a client of defendant CLL, that became CCE Spinco and in turn defendant Live Nation, Inc. in 2005. Defendant Live Nation, Inc. is the world’s largest concert promoter, and is a Delaware corporation, located at 9348 Civic Center Drive, Beverly Hills, CA, assigned all defendant CCE’s US and foreign concert venues. Defendant Instant Live Concerts is a Massachusetts LLC formed in 2003 by principals of defendant CCE that was acquired by defendant Live Nation in 2005 and is now also located at 9348 Civic Center Drive, Beverly Hills, CA. Defendant Next Ticketing is an affiliate of defendant Clear Channel based in San Antonio, TX. Defendants Clear Channel Communications, CCE, Live Nation, Instant Live Concerts and Next Ticketing are collectively referred to herein as “Live Nation defendants”, except when expressly referred to individually.

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IV. LITIGATION HISTORY The following facts are undisputed in support of Plaintiff's motion-in-chief and instant Fourth Amended Complaint since issuance of two US Patents to Plaintiff in October, 2009 and January, 2010 assigned to proposed new plaintiff LIVE-FI™ Technologies, LLC: (1) In 2001, Plaintiff, an inventor, producer, development executive and attorney, was General Counsel of a brand new company, Legend Films, a Nevada LLC, comprised then only of three Class A shareholders - two founders and one investor, Jeffrey Yapp (Plaintiff's long standing client and business colleague), Barry Sandrew and Alan Folkman. Since then, and based on Plaintiff's efforts, ideas for Legend’s digital v. previous analog technology and work to get Legend a patent, the LLC has become Legend Films, Inc. of San Diego, CA, employing some 240 individuals worldwide in the field of black and white film and video colorization. (2) Plaintiff's contract with Legend Films for services since 1999 to its original founders entitled Plaintiff to 3% of Class B authorized stock pre-dilution plus an in-house salary to be negotiated to take effect when the company had its first significant round of venture funding. (3) OnApril 17, 2002, defendant CLL partners, interested in representing Legend and other of Plaintiff's entertainment and technology clients including videogame/Atari mastermind Nolan Bushnell, signed a one-year Of Counsel contract with Plaintiff effective January 15, 2002 inclusive of a rider on which Plaintiff's reserved interests were expressly set stated.” © Plaintiff's

> That Plaintiff's Of Counsel contract including the rider was signed by defendant CLL on April 17, 2002, was found by arbitrator Charlotte Moses Fischman, Esq. in 2009 and is res judicata in this lawsuit. 6 CLL’s first papers in this lawsuit submitted by attorney Hinshaw & Culbertson with a sworn affirmation by CLL partner Simon Gerson, Esq. omitted the rider that had CLL’s own codes, in an attempt to defraud Plaintiff and the Court and improperly argue for a different date of

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(grandfathered) reserved rights included, without limitation, Plaintiff's trade secrets, inventions, proprietary operating systems and designs pertaining to authenticated live event recording distribution, royalty accounting and mobile ticketing/electronic entry access control at live event venues (since assigned to LIVE-FI™ Technologies, LLC) and Plaintiff's 3% stock interest in Legend Films (Exhibit 6); (4) | Unbeknownst to Plaintiff, Plaintiff's trade secrets, files and contact lists were input into defendant law firm’s CLL computer networks and then misappropriated without authorization in violation of 18 USCA Section 1030 by defendant CLL attorneys to CLL clients including at least one of defendant Mike Gordon of Phish and defendant Clear Channel, its principals, subsidiaries, and affiliates; (5) On or about May 7, 2002, defendant CLL unilaterally repudiated Plaintiff's Of Counsel contract without cause when it told Plaintiff CLL “changed its mind”. This was just after Plaintiff had already turned down a competing offer from law firm Moses & Singer and □

Plaintiff had submitted her CLL contract to a mortgage company that financed her home in Montclair, NJ. (6) Two weeks later, on May 22 and 24, 2002, defendant CLL by its attorneys Mark Montague, Esq. and R. Lewis Gable, Esq. filed Plaintiff's PPA Nos. 60/382,710 and 60/382,949 before the USPTO as Plaintiff's exclusive attorneys. At least one PPA was entitled “Premium Performance Ticket”. (7) Plaintiff's PPAs remain unpublished and are trade secrets. They ultimately resulted in the issuance of two patents to Plaintiff Gurvey in 2009 and 2010, some seven+ years after CLL’s filings, placing this case within the exclusive jurisdiction of the Federal Courts under

execution. This same argument was advanced by attorney Richard Supple, Esq. during the arbitration in 2008 that Plaintiff won against CLL on all counts.

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Title 35 of the US Code. Plaintiffs claims for CLL’s misconduct before the Patent Office, malpractice, breach of fiduciary duty and failing to reveal a conflict of interest are properly before this Court as pendent state claims arising out of the same nucleus of operative facts along with Plaintiff's claims against CLL for tortious interference of her General Counsel agreement with Legend Films. Vaxiion v. Foley & Lardner, 593 F. Supp. 2d 1153 (SDCA 2008) (8) Because of defendant CLL’s continuing torts as to Plaintiff, however, that included its unnoticed and incomplete withdrawal as Plaintiff's lawyer before the USPTO [Para. (17) infra], prosecution of Plaintiff's patent portfolio was prejudiced causing Plaintiff significant damages to her proprietary inventions and business; (9) In fact, based on defendant CLL’s torts, Live Nation defendants, as CLL’s principals under agency/principal theory, were enabled to beat Plaintiff to the market with her own inventions and proprietary technology. Thusfar two separate operating systems and inventions belonging to Plaintiff exclusively have been deployed by Live Nation defendants. (10) In August, 2002, three months after CLL’s contract repudiation but while an interim arrangement for Plaintiff to maintain her CLL office was in effect, Plaintiff was locked out of defendant CLL offices upon returning from a business trip for Legend Films to CA. During this time, Plaintiffs files including digital files on CLL’s computer were unlawfully confiscated by CLL attorneys, agents and employees, and some never returned; (1l) On October 14, 2002, defendant CLL attorneys and/or other CLL employees unlawfully deleted 1/3 of Plaintiff's computer files before sending her by Fed Ex in November, 2002 a significantly erased disk with some 50+ entries eradicated in violation of 18 USC Section 1030. The date of October 14, 2002 is imprinted on the disk as the date of deletion for all missing entries and upon information and belief, certain entries, that CLL attempted to conceal,

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were misappropriated to other of CLL’s clients, while Plaintiff was permanently denied access thereto; (12) Upon information and belief, at least one of CLL defendant partners defendants Midge Hyman, Esq., Simon Gerson, Esq., William Borchard, Esq. , Christopher Jensen, Esq. and Baila Celedonia, Esq. ordered the file erasures that pertained to, inter alia, Plaintiff's reserved rights under the Of Counsel contract, her trade secrets, the plans for her own live event distribution and mobile ticketing company, and separately, Legend Films, (13) In March, 2003, some six months later, principals of defendant Clear Channel first announced recent formation of a Massachusetts LLC they called [defendant herein] Instant Live Concerts, that had just begun authenticated distribution of live concert recordings at Clear Channel venues and had copied Plaintiff's business model for her own company from her files at CLL; (14) Defendant Instant Live Concerts was formally announced in trade journals and in the Business Section of the New York Times on May 5, 2003 as defendant Clear Channel’s newest venture. The New York Times is, upon belief, another client of defendant CLL. (15) The New York Times article quoted verbatim from Plaintiff's unpublished PPAs, her files at the firm, and cited Plaintiff's identical trade secrets, plans and business model for her company that defendant CLL was obligated as Plaintiffs lawyers, to keep confidential. The article also included interviews from other of CLL’s clients including members of Phish on the import of [Plaintiff's] inventions and novel business model. (Exhibit 7); (16) ACLL attorney, Susan Schick, Esq., who had the office two doors from Plaintiff, was engaged to Mike Gordon of Phish at this time and on several occasions, informed CLL

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partners about the huge potential of Plaintiff's inventions (Exhibit 8). ” When Plaintiff and her husband met defendant Gordon at a firm party, Gordon knew all about Plaintiff's trade secrets. (17) In 2003 and unbeknownst to Plaintiff, defendant CLL allegedly filed a notice with the USPTO withdrawing as Plaintiff’s attorney for an admitted “conflict of interest” but only as to PPA No. 949. (18) CLL never notified Plaintiff that it had ceased to represent Plaintiff's interests and inventions, and in fact, never withdrew as to PPA No. 710. (19) Defendant CLL’s alleged withdrawal notice although dated in 2003 was not found by the USPTO until 2005 when it was sent to Plaintiff for the first teme (Exhibit 9), demonstrating an issue of fact as to when it was actually filed. (20) Defendant CLL’s notice does not contain an affidavit or certificate of service and in fact, was never docketed (Exhibit 10). It therefore did not constitute legal notice to Plaintiff of attorney withdrawal as is required under the Rules of Professional Responsibility and 22 NYCRR 603, et seq. Technically CLL was still Plaintiff?’s lawyer on the 710 PPA filing. (21) Defendant CLL does not deny that it never withdrew as to the 710 PPA and also never informed Plaintiff of its admitted conflict of interest. (22) Lack of notice prevented Plaintiff from being able to protect her inventions before the USPTO. (23) Misappropriation of Plaintiff’s patented event content distribution system using Plaintiff's authentication methods as disclosed in Plaintiff's unpublished PPAs filed by defendant CLL was admittedly exploited and advertised to consumer-end users by defendant Instant Live Concerts on its first website posted in March, 2003 (Exhibit 11).

information, Mr. Gordon was subsequently arraigned on child molestation charges on Long Island. 12

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(24) There was no InstantLive Concerts previous to misappropriation of Plaintiff's files and trade secrets by defendant CLL that CLL was required to be kept confidential pursuant to the attorney client privilege and the Computer Fraud and Abuse Act, 18 USCA 1030. (25) In 2004, Live Nation defendants falsely claimed a monopoly on Plaintiff's trade secrets and inventions at the time the USPTO had put Plaintiff's applications on the back burner because of an inability to reconcile CLL’s single withdrawal notice with the two PPAs it filed. (26) In the meantime, Live Nation defendants continued to deploy Plaintiff's inventions without authorization, get to market first, and take advantage of the delay to the detriment of Plaintiffs business. (27) In 2005, defendant Live Nation, was spun off from defendant Clear Channel and then immediately acquired defendant Instant Live Concerts as a subsidiary. Shortly thereafter defendant Live Nation aligned itself with another new Clear Channel subsidiary, defendant Next Ticketing, to deploy the second of Plaintiff's inventions. (28) In 2005, after notice by Plaintiff to Live Nation defendants and their in-house counsel, Dale Head, Esq., of the unlawful misappropriation of Plaintiff's trade secrets through its agent defendant CLL, the press reported that Live Nation had formed a joint venture with Universal Music Group to deploy Plaintiff's inventions demonstrating a second misappropriation after notice and without authorization by Live Nation defendants themselves. (Exhibit 12). (29) In 2006, the press and Internet sites reported that defendant Next Ticketing had deployed Plaintiff's mobile ticketing operations and interfaces at defendant Live Nation venues and venues owned by others. (Exhibit 13) Plaintiff's mobile ticketing interfaces represent a distinct technology from Plaintiff's proprietary systems that associate event content distribution

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with ticketing information as a means to expedite authenticated concert transmission and distribution including, without limitation, to audience members. (30) In 2006, Live Nation defendants were cited for antitrust crimes against society by the Electronic Frontier Foundation in San Francisco (Exhibit 14), Aside from precluding entities DiscLive and Hyburn from its venues to record artist concerts, Live Nation defendants also precluded Plaintiff and used its monopoly of 150 US concert venues and defendant Clear Channel 250 radio stations to unlawfully violate the antitrust laws, and falsely claim a monopoly for itself on Plaintiff’s inventions (Exhibit 15). (31) On February 6, 2006, Plaintiff filed and served a summons and complaint in this action, which is the date relevant for statute of limitation purposes. (32) Plaintiff next served an amended complaint on June 5, 2006 via process server while still seeking an attorney without a conflict of interest with each of Live Nation defendants and defendant CLL; (33) In the interim, Legend Films, Inc., that had terminated Plaintiff's services in December, 2002 after being apprised of difficulties with defendant CLL, continued to make assurances to Plaintiff to issue Plaintiff's due and owing 3% stock. In spite of Legend’s 2005-6 offer to issue Plaintiff 40,000 shares for her services as General Counsel, Legend failed to turn over the necessary due diligence documents so that Plaintiff could assess the value of that offer. (34) The documents subsequently produced by Legend principals demonstrated defendant CLL’s interference with Plaintiff’s agreement with Legend, a matter that is currently before the USDC SD CA Case No. 09-cv-0942 (TEG) (JMA). (35) In this lawsuit, in 2006 and 2008 Live Nation defendants and their Baker Botts attorneys filed two distinct sets of untruthful and frivolous rule 12(b) motions falsely swearing

under oath that Live Nation had no contacts with the State of New York to avoid jurisdiction (Exhibit 2). (36) 2008 , this Court severed Plaintiff's contract claims against defendant CLL for binding arbitration along with defendants CLL’s proffered defenses and counterclaims; (37) On April 24, 2009, the Court dismissed Plaintiff's claims against Live Nation defendants based on Live Nation defendants’ fraudulent moving papers and statute of limitations grounds, a ruling that is now moot based on issuance of Plaintiffs’ patents and undisputed deployment by Live Nation defendants including by and through its new merger partner, Ticketmaster, Inc., of Plaintiffs mobile ticketing and entry control access patent (Exhibit 1). (38) Thereafter, in August, 2009, Arbitrator Charlotte Moses Fischman, Esq. found in Plaintiffs favor on all counts and denied each and every one of defendant CLL’s counterclaims and defenses (Exhibit 16). This order is now res judicata concerning other claims against defendant CLL and its Live Nation defendant principals by law. (39) A motion to confirm the arbitration award is currently sub judice before this Court) (Exhibit 17). (40) On October 13, 2009, Plaintiff's 321 patent was issued and in January, the 547 patent received notice of issuance and all fees were paid to the USPTO (Exhibit 18). (41) In the interim, based in part on contended antitrust violations, defendant Clear Channel sold its 250 US radio stations to Thomas H. Lee and Bain partners for $22.7 bil after successfully marketing and passing off Plaintiff's inventions as its own which lured veteran artists such as Madonna, Bono, Jay-Z and Shakira to sign with Live Nation in all fields and in essence become a record label to steal Plaintiff's business;

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(42) Live Nation defendants have since noticed merger with Ticketmaster, Inc. and have continued to jointly use Plaintiff's mobile ticketing interfaces without authorization that

“were since issued a patent (Exhibit 19); (43) An injunction, infringement damages, double damages for unfair competition and treble damages for antitrust violation against Live Nation defendants are now sought based on direct infringement and/or infringement by the doctrine of equivalents, (44) Live Nation defendants took the risk that their unauthorized deployment and continued use of Plaintiff’s trade secrets and two separate inventions after notice would not result in patent issuances to Plaintiff. They were wrong and must now pay. (45) There can be no prejudice to defendants if Plaintiff is permitted to amend her complaint and join LIVE-FI™ as a party plaintiff since Live Nation defendants and their attorneys defrauded the Court twice, under precedents should be sanctioned for misconduct that prejudiced Plaintiff's lawsuit, and discovery has not even begun.

WHEREFORE, Plaintiff prays judgment against defendants as follows: 1. For an order vacating the Court’s previous order of April 24, 2009 as moot; 2. For an order joining LIVE-FI Technologies, LLC as a proper party plaintiff; 3. For an order severing the claims against CLL defendants from those against the Live Nation defendants; 4. For an order extended Plaintiffs’ time to retain new counsel; 5. For an order of res judicata of the arbitration decision and order in Plaintiffs favor and denying CLL’s counterclaims and defenses on all counts

A-660 6. For an order of res judicata of the arbitration decision and order against CLL’s principals, Live Nation defendants; 7. For damages against defendant CLL, for violation of the Uniform Trade Secrets Act, 18 USCA Section 1030, misappropriation of Plaintiff's trade secrets,, malpractice, breach of fiduciary duty, failing to reveal a material conflict of interest, tortious interference with contract, violation of 22 NYCRR 603, et seq. and the Rules of Professional Responsibility for withdrawing as Plaintiff's attorney deliberately without notice; 8. Against Live Nation defendants for an injunction aborting all use of Plaintiff's technology including though its new merged partner, Ticket Master Inc. 9. Against Live Nation for damages for infringement of Plaintiff's patents directly and through the doctrine of equivalents, double damages for unfair competition, treble damages for breach of the Sherman Act, damages for misappropriation and fraud before this Court; 10. For an order against Baker Botts attorneys for fraud before this Court; 11. For sanctions against Live Nation defendants and their Baker Botts attorneys for fraud before this Court; 12. For an award of attorneys’ fees and costs in Plaintiffs’ favor 13. For such other and further relief as the Court deems just and proper.

Dated: April 21, 2010 Respectfully submitted, Montclair, NJ / 4 / _ ee AMY R. GURVEY Plaintiff Pro se

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CERTIFICAT E OF SERVICE

Amy R. Gurvey, the Plaintiff pro se, certifies that on April 21, 2010 she served a true and accurate copy of Plaintiff’s instant Motion to Vacate Order and Serve a Fourth Amended Complaint in this lawsuit on attorneys for defendants, Baker Botts, LLP and Hinshaw & Culbertson, LLP, by depositing a true and accurate copy of same in post office boxes duly maintained by the US Postal Service. / fp / en i AMY R/GURVEY

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK . CK AMY R. GURVEY, CIVIL ACTION NO.: 06-CV-1202 (BSJ) Plaintiff, -against- WILLIAM BORCHARD, MIDGE HYMAN, BAILA CELEDONIA, CHRISTOPHER JENSEN, COWAN, LIEBOWITZ & LATMAN, PC, CLEAR CHANNEL COMMUNICATIONS, INC., INSTANT LIVE CONCERTS, LLC, LIVE NATION, INC., NEXT TICKETING, LLC, DALE HEAD, STEVE SIMON, MICHAEL GORDON and SUSAN SCHICK, Defendants. eo ®

PLAINTIFF'S MEMORANDUM OF LAW IN SUPPORT OF MOTION TO VACATE OPINION AND ORDER ENTERED APRIL 24, 2009, TO FILE AN AMENDED PLEADING AND AMEND SUB JUDICE MOTION FOR REARGUMENT INTRODUCTION This motion is based on Plaintiff’s issued US Patent No. 7,603,321 issued October 13, 2009, assigned to her early-stage limited liability company, LIVE-FI™ Technologies of Delaware, arbitrator Charlotte Moses, Esq’s decision and order awarding Plaintiff contractual damages against defendant law firm herein, Cowan Liebowitz & Latman, PC (hereinafter “CLL”) and denying all CLL’s defenses and counterclaims. Plaintiff now submits her annexed motion and instant Memorandum of Law to: (i) vacate the Court's Opinion and Order entered April 24, 2009 ("Order") as dismissed Plaintiffs misappropriation, unfair competition, legal malpractice,

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and fiduciary breach claims against CLL and its clients defendants Clear Channel, LiveNation, InstantLive Concerts and Next Ticketing; (ii) file an amended pleading to include claims for patent infringement under USC Title 35, treble damages and injunctive relief pursuant to antitrust statutes, Section 7 of the Clayton Act, 15 USC Section 18, and Section 2(b) of the Antitrust Procedures and Penalties Act (“APPA” or “Tunney Act”), 15 USC Sections 16 (b)-(h); (i11) add limited liability company LIVE-FI™ Technologies as the real party plaintiff in interest to prosecute the infringement and antitrust claims; (iv) amend Plaintiff's motion for reargument now sub judice before the Court; and (v) for such other and further relief as the Court deems just and proper.

INTRODUCTION Plaintiffs instant motion pursuant to Rule 60(b) (2) and (3) and this Memorandum are based on Plaintiffs issued patent of October 13, 2009 (USPTO Patent No. 7, 603, 321), the January 25, 2010 decision of Hon. Rosemary M. Collyer rendered in United States of America, et al., v. Ticketmaster Entertainment, Inc. and Live Nation, Inc., [defendant Live Nation, Inc. herein (hereinafter “LN”)] Case: 1:10-cv-00139 (USDC Dist. of Columbia) (Exhibit 1 annexed hereto) documents submitted in the Ticketmaster-LiveNation antitrust litigation that are public record, the 2009 arbitration award rendered 100% in Plaintiff's favor by Charlotte Moses, Esq. in this lawsuit that settled only certain contract claims and denied all defenses and counterclaims of defendant CLL, and authority in the field of attorney misconduct and malpractice related to patent services. Landmark v. Morgan, Lewis & Bockius, 2009 WL 160214 (ND CA); Vaxiion v.

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Foley & Lardner, 593 F. Supp. 2d 1153; 2008 WL 5147201 (SD CA); Attorney Liability Protection v. Swanson Law Office, 2004 WL 3695281. Plaintiff’s right to damages including possible punitive damages for CLL’s malpractice, breach of fiduciary duty, contract, representing conflicting client interests without disclosure and fraud. Defending Legal Malpractice Claim Arising from Representation of Small Business. 62 Am. Jur. Trials 395 (August 2009). Judge Collyer’s January 25, 2010 order in the Ticketmaster-LiveNation antitrust litigation (Exhibit 1) and other documents filed in that lawsuit demonstrate previous documentary fraud upon this Court in papers submitted by defendants CLL and its clients Clear Channel, Live Nation, Instant Live Concerts, Next Ticketing, and their Baker Botts attorneys in support of defendants’ 2006-7 motions to dismiss Plaintiff's action, warranting vacatur of this Court’s April 24, 2009 Opinion and Order.

NEW EVIDENCE WARRANTING RULE 60(b)(2) RELIEF On October 13, 2009, Plaintiff was issued her first US Patent No. 7,603,321 (Exhibit 2) (hereinafter the “321 Patent”) that when filed claimed the benefit of an early priority filing date of May 22, 2004 based on two provisional patent applications filed by Plaintiff's attorneys, Cowan, Liebowitz & Latman, LLP (“CLL” herein). The provisional patent applications are No. 60/382,710 filed by CLL attorney Mark Montague, Esq. and 60/382,949 filed by CLL attorney R. Lewis Gable on may 22 and May 24, 2002 respectively. Plaintiff's issue 321 patent has since been assigned to Plaintiff's early-stage company, LIVE-FI™ Technologies, LLC, a Delaware limited liability corporation, now sought to be added as a Plaintiff as the real party in interest to prosecute patent infringement and antitrust claims in this lawsuit. The 321 patent claims thusfar issued by the USPTO fulfill user content requests on electronic terminals during and after a live event and deploy authentication methods including certain uniquely identifying user data to assist with the distribution and transmission of event content and event associated merchandise. User identifying data might include a cell phone number, e-mail, credit card, account, bar code, etc., and any data that could be exchanged during event ticketing.

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Plaintiff's 321 patent was based on two (2) unpublished provisional patent applications (“PPA”) filed before the USPTO on May 22 and May 24, 2002 respectively by Plaintiffs then lawyers, defendant NYC law firm herein Cowan, Liebowitz and Latman, PC (“CLL”). This means that in theory, Plaintiff's inventions including continuation in part applications and divisional are entitled to get the benefit of an early May, 2002 filing date as they pertain or are an outgrowth of the same original inventions. Defendants William Borchard, Christopher Jensen, Midge Hyman and Baila Celedonia are partners of defendant CLL and defendant Susan Schick is a former senior associate of the firm. Upon information and belief, defendant Schick has left the firm and both she and defendant Michael Gordon, who were engaged when the PPAs were filed, now live in Burlington, VT. Defendant Gordon is a member of the rock band, Phish. The following facts are undisputed in this lawsuit. On May 22, 2002 and May 24, 2002, defendant CLL filed two provisional patent applications (“PPA”) identifying Plaintiffs inventions and disclosures in capsule form. These filings were assigned PPA Nos. 60/382,710 and 60/382,949. They disclose systems packaging and distribution/purchase of event recordings during a time line starting with purchase of event tickets until a time after the event concludes by ticket holders, viewers over all broadcast screens and other global fans. Without ever notifying Plaintiff, in or about March, 2003, defendant CLL by its attorney- employee Mark Montague, Esq. served upon the USPTO a notice of withdrawal from Plaintiff's legal representation. Defendant CLL and its defendant partners, however, never served Plaintiff with the firm’s withdrawal notice. In fact, there is no CLL certification, declaration or affirmation. of service in the USPTO files. Ergo, there was a period of time when Plaintiff was not represented before the USPTO by an attorney, prejudicing her inventions and property interests. More than two years later, in or about June, 2005, the USPTO notified Plaintiff that it had located defendant CLL’s withdrawal notice and sent her a copy of it. When Plaintiff received the USPTO copy, this is the first time Plaintiff discovered that the reason for defendant CLL’s withdrawal was its admitted “conflict of interest”, that defendant CLL and its defendant partners herein, never previously disclosed to Plaintiff. Ergo, Plaintiff's claims for breach of fiduciary duty, malpractice and to disclose a material conflict of interest have a tolled statute of limitations. In addition, CLL’s withdrawal notice is stated as related to only one of the PPAs defendant CLL filed as Plaintiff's attorney. There was no withdrawal notice filed as to Plaintiff's second PPA. In May, 2003, Plaintiff saw an article in the New York Times Business Section introducing defendant Clear Channel’s newest venture, defendant InstantLive Concerts herein and noticing that InstantLive was distributing concert CDs at its Boston clubs and allowing the CDs to be pre-purchased with tickets.

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Defendant Clear Channel Entertainment was a client of defendant CLL when it filed Plaintiff's provisional applications a year earlier in 2002. The InstantLive website was posted in March, 2003, also citing form Plaitniff’s unpublished PPA filed by defendant CLL. In 2005, Clear Channel Entertainment, a subsidiary of defendant Clear Channel communications, Inc. was spun off to become defendant LiveNation herein, the world’s larger promoters. Shortly thereafter, defendant Live Nation acquired defendant InstantLive. Both defendants LN and InstantLive are located in the same building at 9348 Civic Center Drive, Beverly Hills, CA. On February 6, 2006, Plaintiff filed this lawsuit well within all statutes of limitations. However, the breach of fiduciary duty, conflict of interest and malpractice claims against defendant CLL did not accrue until 2005. In Februayr, 2006, defendants Clear Channel owned some 24 radio stations in NYS including WLTW Lite-FM 106.7, that had its studios in the same building with defendant CLL, 1133 Avenue of the Americas, New York, NY 10036. In addition, defendant Clear Channel owned 15+ concert venues in NYS including Jones Beach Theatre and the Blue Note. In 2008, defendant Clear Channel Communications sold its radio stations to Thomas H. Lee and Bain partners and assigned all US concert venues ownership rights to defendant LiveNation. Defendant LiveNation now now also owns House of Blues and other New York State venues, as found by the USDC Dist. of Columbia. The Federal Courts have exclusive jurisdiction over all matters involving issued patents including attorney malpractice and breach of fiduciary duty with respect to their services that result in issued patents. Vaxiion v. Foley & Lardner, 2008 WL 5147201; Landmark v. Morgan Lewis & Bockius, 2009 WL 160214 (ND California 2009); Attorney Liability Protection v. Swanson Law Offices, 2004 WL 3695281. Plaintiff is entitled to a priority date of May, 2002 for her inventions based on the PPAs filed by defendant Cowan. Loss of a priority date due to defendant CLL’s malpractice, breach of fiduciary duty and failure to notify Plaintiff of its 2003 withdrawal.

LITIGATION HISTORY Currently sub judice before this Honorable tribunal is Plaintiff's motion to grant reargument of the portions of the Court's Order of April 24, 2009 that granted defendants’ motion to dismiss the misappropriation, unfair competition, legal malpractice and fiduciary breach claims in this lawsuit. The grounds for reconsideration of dismissal of the misappropriation and unfair competition is that the Court erred in dismissing both claims on statute of limitations grounds because the Court overlooked the fact that (1) plaintiffs original complaint was filed in February 2006 well within the three year statute of limitations based on the accrual date of May 2003 used

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by the Court and (2) the Court overlooked the allegations (TAC 17 62,65) that defendants’ first of the misappropriated trade secret was "Fall 2005" @) and thus overlooked the fact that Fall 2005 was the proper accrual date of all of the foregoing claims. The grounds for reconsideration of the Court's dismissal of plaintiffs claims for legal malpractice, breach of fiduciary duty and unjust enrichment against the Cowan, Lichowitz & Latman, P.C. defendants are that the Court overlooked the well pleaded allegations of (1) malpractice acts and acts of fiduciary breach and (2) plaintiffs description of categorical damages and causation. POINT I STANDARDS FOR RECONSIDERATION Local Civil Rule 6.3, Motions for Reconsideration or Reargument, provides in relevant part: "There shal] he served with the notice of motion a memorandum setting forth concisely the matters or controlling decisions which counsel believes the court has overlooked." To be entitled to reargument, the movant must demonstrate that the Court overlooked controlling decisions or factual matters on the underlying motion, which, had they been considered "might reasonably have altered the result reached by the court." Consolidated Gold Fields v. Anglo Am. m, 713 F. Supp. 1457, 1476 (S.D.N.Y. 1989); see also Dietrich v. Bauer, 76 F. Supp. 2d 312, 327 (S.D.N.Y. 1999); Ameritrust Co. Nat'l Ass'n v. Dew, 151 F.R.D. 237,238 (S.D.N.Y. 1993). The standards for a motion for reargument are governed by Local Rule 6.3 and Fed. R. Civ. P. _See_ Hertmer v. Henderson, 292 F.3d 302,303 (2d Cir. 2002), Reargument may also be granted to "correct a clear error or prevent manifest injustice." Doe v. New York City Dep't of Soc. Servs., 709 F.2d 782,789 (2d Cir. 1983) (quoting 18 C Wright, A. Miller & E. Cooper, Federal Practice and Procedure 5 4478 at 790 (1981). Plaintiff easily meets these standards which warrant the relief sought herein. POINT I THE COURT OVERLOOKED WELL PLEADED ALLEGATIONS ESTABLISHING THE TIMELINESS OF PLAINTIFE'S MISAPPROPRIATION AND UNFAIR COMPETITION CLAIMS AND WRONGLY APPLIED APPLICABLE LAW In its Order, the Court based its dismissal of plaintiffs misappropriation and trade secret claims on statute of limitations grounds. Order at 4, 5. The Court held that the measure date for determining whether the statute of limitations had expired was June 5,2006, the date of filing of the Amended Complaint (Order at 5, 6) (rather than the date of filing of the original Complaint) and that the claim accrual date was May 5, 2003 rather than Fall 2005 as argued by plaintiff. In so holding, the Court failed to follow established procedural law that the date of commencement of an action is the date of filing. See@ Fed. R. Civ. P. 3 "A civil action is commenced by filing a complaint with the Court.” As noted by the Court, in its Order &page 3, footnote 3) the original complaint was filed on February 15,2006. However, the Court held, without explanation or citation, in a footnote, that "Plaintiff has failed to establish that the earlier Complaint should operate to bring these claims against the defendants within the applicable period." Order at 5, footnote 6. The commencement of an action, of course, tolls the statute of limitation. The Court ignored this principle and instead. decided a factual issue: when defendants

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first had "notice" of the claims. See Order at 6. The Court also misapprehended the complaint's allegations of the accrual of the causes of action for misappropriation and unfair competition. The TAC alleges and plaintiff argued that the accrual date was Fall 2005, the date of USE of the misappropriated secrets. The TAC contains detailed factual allegations alleging that the CLL Partners’ shared plaintiffs trade secrets with Clear Channel (TAC 77 34-41) who then used plaintiffs trade secrets no earlier than Fall, 2005 when they implemented plaintiffs proprietary electronic ticketing solutions related to plaintiff's proprietary methods on mobile devices. TAC 7162-65. The accrual date for such a claim is determined "either when the defendant discloses the trade secret when he first makes 48€ of the plaintiffs ideas." [Emphasis supplied]. Lemelson v. Carolina Enterprises, Inc., 541 F. Supp. 645 (S.D.NY. 1982), citing Petnel v. American Teleuhone & Telemauh Co., 280 App. Div. 706, 117 N.Y.S.2d 294 (3d Dep't 1952). See also Greenliht Capital, Inc. v. Greenlight, No. 04 Civ. 3136 2005 WL 13682, at *7 January 3,2005 S.D.N.Y.) Therefore, plaintiff has alleged that defendants misappropriated plaintiffs trade secrets and used same in Fall 2005, and thus, the claim accrued at that time POINT I11 PLAINTIFF HAS ADEQUATELY ALLEGED CLAIMS OF BREACH OF FIDUCIARY DUTY AND LEGAL MALPRACTICE The Court dismissed plaintiffs malpractice and fiduciary breach claims against the Cowan defendants on the grounds that the allegations were not specific enough either as to the acts or the harm caused thereby. See Order at 12 - 15. However, the Court failed to properly consider the TAC's allegations of defendants’ acts. To state a prima facie case for legal malpractice, plaintiff needs only plead that there was a duty, that the duty was breached and that she was harmed by defendants’ breach of the duties owed to her, which plaintiff has done. ‘Tinelli v. Redl, 199 F.3d 603 (2d Cir. 1999), citing Marshall v. Nacht, 172 A.D.2d 727,569 N.Y.S.2d 113, 114 (2d Dep't 1991); TAC 7 77,79,121. Plaintiff has alleged that CLL owed her the duties of utmost loyalty and care (TAC 7 119), that CLL breached that duty by misappropriating her trade secrets to Clear Channel, by failing to properly advise her regarding the commercial exploitation of her trade secret and by having an improper conflict of interest which damaged plaintiff. (TAW 120). Plaintiffs allegations that CLL did not advise Gurvey with respect to opportunities for the commercial exploitation of her own inventions and instead allowed its other client, Clear Channel to exploit Gurvey's trade ideas are allegations speaking directly to Cowan's representation as her potential counsel and the conflict that Cowan admitted. TAC 77 52-59. CLL admitted to the USPTO that CLL had an impermissible conflict of interest regarding representation of Gurvey, and thus withdrew its representation of Gurvey. TAC 7 32 (plaintiff received notification from the USPTO that "CLL had unilaterally withdrawn as plaintiffs attorney on PPA # 60,382,710 for an alleged ‘conflict of interest"). These same allegations were also overlooked by the Court in dismissing the fiduciary breach claims. Attorneys can breach their fiduciary obligations by appropriating a client's business opportunity for the benefit of another client. See, e.g, Ulico Cas. Co. v. Wilson, Elser, Moskowitz, Edelman &Dicker, 16 Misc.3d 1051,843 N.Y.S.2d 749 (N.Y. Sup. Ct. 2007) (court

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refused to dismiss breach of fiduciary duty claim holding that it was not duplicative of the legal malpractice claim because "{tlhere is thus substantial persuasive authority upholding fiduciary duty claims based on an attorney's appropriation of a former client's business opportunity for the benefit of the attorney or another client, where there is a reasonable probability or significant risk that the client's confidential information will be used in acquiring the business.”) The Court's dismissal on grounds that damages were speculative is also unsupported under applicable authority. At the motion to dismiss stage (pre-discovery), plaintiff "need only plead allegations from which damages attributable to [defendant's] conduct might be inferred". InKine Pham. Co v. Coleman, 305 A.D.2d 15 1,152 (N. Y. App. Div. 1 st Dep't 2003), quoting Tenzer, Greenblatt, Fallon & Kaplan v. Ellenberg, 199 A.D.2d 45 (N.Y. App. Div. Ist Dep't 1993). Therefore, plaintiff has adequately alleged all the elements of a legal malpractice and fiduciary breach claims. CONCLUSION For all of the foregoing reasons, plaintiffs motion for reargument and reconsideration should be granted in its entirety and upon reconsideration defendants' motions for dismissal of plaintiffs claims of misappropriation, unfair competition, malpractice and breach of fiduciary duty should be dented. Dated: May 8,2009 SQUITIERI & FEARON, LLP By: s/Lee Squitieri Lee Squitieri (LS-1684) 32 East 57& Street 12& Floor New York, New York 10022 Tel: (212) 421-6492 Fax: (212) 421-6553 CERTIFICATE OF SERVICE I certify that on May 8,2009, copies of the foregoing NOTICE OF MOTION FOR REARGUMENT AND RECONSIDERATION OF ORDER AND OPINION ENTERED APRIL 24.2009 and PLAINTIFF'S MEMORANDUM OF LAW IN SUPPORT OF MOTION FOR REARGUMENT AND RECONSIDERATION OF ORDER AND OPINION ENTERED APRIL 24,2009 were sewed via ECF on the following: Andrew B, Cripe, Esq. HINSHAW & CULBERTSON, L.L.P. 222 N. LaSalle Street Chicago, Illinois 60601 Richard Supple, Jr., Esq. HINSHAW & CULBERTSON, L.L.P. 780 Third Avenue New York. New York 100 17 Eric Roman, Esq. Jan H. Hurnmel, Esq. BAKER BOTTS LLP 30 Rockefeller Plaza

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44' Floor New York, New York 101 12 Steven G. Schortgen, Esq. Jonathan B. Rubenstein, Esq. BAKER BOTTS LLP 2001 Ross Avenue Suite 600 Dallas, TX 75244 s/Lee Squitieri Lee Squitieri

APPENDIX TABLE OF CONTENTS (Volume I of IIT) Page

District Court Docket □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AML Cover Letter by Jonathan B. Rubenstein for Defendants Clear Channel Communications, Inc. (“Clear” and Live Nation, Inc. (“Live”) delivering Motion to Dismiss for Lack of Personal Jurisdiction, lack of Subject Matter Jurisdiction and Failure to State a claim For Which Relief Can be Granted and supporting documents, dated June 28, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Memorandum of Law, by Defendants Clear and Live, in Support of Motion to Dismiss, dated June 28, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□ □ Declaration of Hamlet T. Newsom, Jr., for Defendant Clear, in Support of Motion to Dismiss, filed June 26, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Declaration of Richard A. Munisteri, for Defendant Live, in Support of Motion to Dismiss, filed June 26, 2006 oo... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□□□ Notice of Motion and Motion by Defendants Clear and Live to Dismiss for Lack of Personal Jurisdiction, All Defendants’ Notice of Motion and Motion to Dismiss for Lack of Subject Matter Jurisdiction and All Defendants’ Notice of Motion and Motion to Dismiss for Failure to State a Claim for Which Relief Can Be Granted, dated June 28, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□□□ Attachment to Motion — Proposed Order, undated ........ □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□□□ Letter from Plaintiff to Richard Supple. Esq., dated July 11, 2006.00... □□□□□□□□□□□□□□□□□□□□□□□ □□□□ Notice of Motion, by Defendant Cowan, Liebowitz & Latman, P.C. (“Cowan”) to Compel Arbitration and Stay Proceedings Pending the Completion of Arbitration, dated July 14, 2006.00... cc □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AMAA Declaration of Simon Gerson, for Defendant Cowan, in Support of Motion to Compel Arbitration and Say Proceedings in this Matter, dated July 14, 2006.00.00... □□□□□□□□□□□□□□□□□□□□□ A46 Attachment to Declaration of Gerson, Memorandum Agreement Between Cowan and Amy. R. Gurvey, undated... AAT Memorandum of Law in Support of Defendant Cowan’s Motion to Compel Arbitration and Stay Proceedings, dated July 14, □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Letter from Plaintiff to the Honorable Barbara S. Jones, dated August 10, 2006.................... A-58

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Letter from Plaintiff to the Honorable Barbara S. Jones, dated August 18, 2006 ...................A-61 Notice of Cross-Motion by Plaintiff for Rule 11 Sanctions and Leave to File and Serve a Second Amended Complaint, dated October 9, 2006.0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□□□ Affidavit, by Plaintiff, in Support of Cross-Motion for Rule 11 Sanctions and Leave to File and Serve a Second Amended Complaint, dated October 9, 2006.00... ceseseeeseerees A-66 Exhibit 1 to Affidavit, Second Amended Complaint dated October 9, 2006 .............sseeeee A-89 Exhibit 2 to Affidavit, excerpt from Motion of Defendants Clean and Live Motion to Dismiss □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AW Exhibit 3 to Affidavit, Defendant Clear Form 10-K Filed with United States Securities and Exchange Commission (“SEC”), selected pages, for fiscal year ended December 31, 2005; Defendant Clear Selected Press Releases; Defendant Clear Corporate Description; Defendant Clear List of Venues; Defendant Live Nation web page Contact Information; Defendant Clear web page “About” and Company History; Defendant Clear Form 10-K Filed with SEC for fiscal year ended December 31, 2002, selected pages □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AW □□□ Exhibit 4 to Affidavit, Provisional Patent Cover Sheet, dated May 24, 2002... A-197 Exhibit 5 to Affidavit, Defendant Clear’s Motion to Dismiss Plaintiff's Amended Complaint with Supporting Memorandum of Law in Spanish Broadcasting System, Inc. vs. Clear Channel Communications, Inc. and Hispanic Broadcasting Corporation, Case No. 02-21755-Civ-Seitz/Bandstra, United States District Court, Southern District Of Florida, filed August 29, 2002 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AW □□□ Exhibit 6 to Affidavit, clipping, BusinessWeek and Business Week online, July 12, 2004, “Burning to Burn Instant CDs” 0.0.0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ ADAS Exhibit 7 to Affidavit, Affidavit of H. Scott Gurvey 0.0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Exhibit 8 to Affidavit, clipping, The New York Times, “Concert CDs Sold on the Spot by A Radio Giant”, Undated... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AM Exhibit 9 to Affidavit, press release, “Clear Channel Entertainment Launches Instant Live In Boston”, dated May 5, 2003, various web site presentations, various dates.................. A-252 Exhibit 10 to Affidavit, newspaper clipping by Ray Waddell, “UMG Deal Should Boost Concert CD Business”, undated □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□□□ Exhibit 11 to Affidavit, newspaper clipping, Upfront, Touring by Ray Waddell, “Clear Channel Spinoff Outlines New Structure”, undated ....... cece □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□

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Exhibit 12 to Affidavit, clipping, The Wall Street Journal Online, “Bootlegs Go Corporate” by Ethan Smith, dated September 27, 2005 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-267 Exhibit 13 to Affidavit, Amended Complaint filed June 5, □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-271 Letter from Plaintiff to the Honorable Barbara S. Jones, dated October 27, 2006................. A-288 Letter from Eric Roman for Defendants Clear and Live to the Honorable Barbara S. Jones, dated November 3, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A □□□ Letter from Schuyler B. Kraus for Defendant Cowan to the Honorable Barbara S. Jones, dated November 3, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AZ | Opposition by Defendants Clear and Live to Plaintiff's Cross-Motion for Leave to File and Serve a Second Amended Complaint dated November 3, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A292 (Volume ITI of ITT)

Memorandum of Law in Further Support of Defendant Cowan’s Motion to Compel Arbitration and in Opposition to Plaintiff’s Cross Motion to File a Second Amended Complaint, dated November 3, 2006 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-300 Letter from Plaintiff to the Honorable Barbara S. Jones, dated November 13, 2006............. A-306 Letter from Plaintiff to the Honorable Barbara S. Jones, dated November 22, 2006............. A-308 Letter from Plaintiff to the Honorable Barbara S. Jones, dated November 30, 2006............. A-310 Letter from Plaintiff to the Honorable Barbara S. Jones, dated December 24, 2006 ............. A-312 Letter from Plaintiff to the Honorable Barbara S. Jones, dated January 10, 2007 .................A-315 Letter from Plaintiff to the Honorable Barbara S. Jones, dated January 19, 2007 ...............A-317 Letter order, letter from Defendant Cowan to the Honorable Barbara S. Jones dated January 28, 2008 00.0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-319 Order of the Honorable Barbara S. Jones dated February 11, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A321 Notice of Motion and Motion by Defendants Live and Clear to Dismiss for Lack of Personal Jurisdiction, and Live, Clear, InstantLive Concerts, LLC’s and Nextticketing, LLC’s Notice of Motion and Motion to Dismiss for Failure to State a Claim for Which Relief Can Be Granted, dated April 25, 2008 .0... □□ □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-323

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Attachment to Motion, Proposed order, undated □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A327 Declaration of Hamlet T. Newsom, Jr., in Support of Defendant Clear’s Motion to Dismiss, dated June 26, 2006, filed April 25, 2008 ..0.... □□□□□□□□□□□□□□□□□□□□□□□□□□□ A329 Declaration of Richard A. Munisteri, for Defendants Live and Clear, in Support of Motion to Dismiss, dated June 26, 2006, filed April 25, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A332 Notice of Motion, by Defendants Cowan, William Borchard, Midge Hyman, Baila Celedonia and Christopher Jensen (collectively, the “CCL Defendants”), for an Order Dismissing Allegations, filed April 25, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-334 Declaration of Schuyler B. Kraus, for Defendants CCL, in Support of Motion to Dismiss Allegations, filed April 25, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Exhibit A to Kraus Declaration — Contract Between Cowan and Amy Gurvey, dated January 15, 2002.00... secseeeeeeeeeee AQ339 Exhibit B to Kraus Declaration — Provisional Patent Application 60, 382, 710 ....... esses □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ ATS4G Exhibit C to Kraus Declaration — Provisional Patent Application No. 60, 382, □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Exhibit D to Kraus Declaration — New York Times Article Entitled: “Concert CD’s Sold on the Spot by a Radio Giant”, dated May 5, □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AW3O | Exhibit E to Kraus Declaration — Complaint, dated February 12, 2006.0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-365 Exhibit F to Kraus Declaration — Summons and Amended Complaint, dated June 5, 2006 .0....... se □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A376 Exhibit G to Kraus Declaration — Third Amended Complaint, dated March 4, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A-395 Exhibit H to Kraus Declaration — Letter from Richard Supple to Lee Squitieri, dated March 18, 2008 u....... cscs A435 Exhibit I to Kraus Declaration — Letter from Lee Squitieri to Richard Supple, dated March 27, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□ A438 Memorandum of Law, by Defendants CLL, in Support of Motion to Dismiss Allegations, filed April 25, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AABQ

Memorandum of Law, by Plaintiff, in Opposition to Defendants CLL’s Motion to Dismiss Allegations, dated June 11, 2008.0... ce □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Declaration of Maria J. Ciccia, for Plaintiffs, in Support of Opposition to Defendants Live and Clear’s Motion to Dismiss, dated June 11, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□ □□□ Exhibit A to Ciccia Declaration — Print out from New York State Department of State, Division of Corporations Entity formation □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Exhibit B to Ciccia Declaration — Excerpts from the 2007 10-k filed by Defendant Clear with the SEC A507 Exhibit C to Ciccia Declaration — Print out from www.google.com/maps of Live Nation, Inc.’s New York Office ........... A-515 Exhibit D to Ciccia Declaration — Print out from www.livenation.com of Live Nation, Inc.’s New York Venues .............. A-516 Exhibit E to Ciccia Declaration — Excerpts from the 2007 Annual Report and 10-k filed by Defendant Live to the SEC .. A-520 Exhibit F to Ciccia Declaration — Print out from www. clearchanne]ny.COM □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Exhibit G to Ciccia Declaration — Copy of EEO Public File Report for Defendant Clear for the Period Between February 1, 2004 - January 31, 2005 0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AMO 19 Memorandum of Law, by Piaintiffs, in Opposition to Defendants Live and Ciear’s Moiion to Dismiss, dated June 11, 2008 ....ccc □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□□ □□ Reply Memorandum of Law, by Defendants CLL, in Further Support of Motion to Dismiss, dated June 30, 2008 00... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ □□ □□□ Reply Memorandum of Law, by Defendants Live and Clear, in Further Support of Motion to Dismiss, dated June 30, 2008 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ ATOOT (Volume II of 1) Opinion and Order of the Honorable Barbara S. Jones, dated March 16, 2009 ..........0...... A-613 Opinion and Order of the Honorable Barbara S. Jones, dated April 23, 2009 ............... A-622 Judgment, dated April 27, 2009, with Attachment 0.00.0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AM637

vi

Notice of Motion, by Plaintiff, for Re-argument and Reconsideration of 4/23/09 Opinion and Order, dated May 8, 2009 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A043 Memorandum of Law, by Plaintiff, in Support of Motion for Re-argument and Reconsideration, dated May 8, 2009 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ AO4S Response by Defendants Live and Clear in Opposition to Motion for Re-argument and Reconsideration, dated May 22, 2009 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ ACOSZ Notice of Appeal, by Plaintiff, dated May 22, 2009 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A663 Notice of Motion, by Plaintiff, to Withdraw as Counsel of Record, dated April 21, 2010 ... A-665 Declaration of Lee Squitieri, for Squitieri & Fearon, LLP, in Support of Motion to Withdraw as Counsel, dated April 21, 2010 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A067 Amended Notice of Motion, by Squitieri & Fearon, LLP, to Withdraw as Counsel of Record, dated April 21, 2010 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A069 Plaintiff’s Notice of Motion under Rule 60(b), To Vacate and Serve Fourth Amended Complaint, date stamped April 22, 2010 0... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ ACOT 1 Affidavit in Support, by Plaintiff, of Motion under Rule 60(b) To Vacate and Serve Fourth Amended Complaint, date stamped April 22, 2010... □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A672 Introduction, 2010 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ A005 Fourth Amended Complaint □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ ACOTS Memorandum of Law, by Plaintiff, in Support of Motion under Rule 60(b) To Vacate and Serve Fourth Amended Complaint, date stamped April 22, 2010 oo... □□□□□□□□□□□□□□□□□□□□□□ A688 Letter from Plaintiff to the Honorable Barbara S. Jones, dated May 4, 2010... A697 Fourth Amended Complaint as proposed in Plaintiff’s Rule 60(b) Motion to Vacate filed April 22, 2010 □□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□□ Order of the Honorable Barbara S. Jones, dated September 20, 2010 ....e cece eeceesseeeeeeeeee AH743 Order of the Honorable Barbara S. Jones, dated September 21, 2010 0... eecsssseeeseeenees AQT4T Letter from Plaintiff to the Honorable Barbara S. Jones, dated September 22, 2010 ............ A-748 Notice of Appeal by Plaintiff, filed September 27, 2010 ACTS □□ Order of the Honorable Barbara S. Jones, dated October 14, 2010 ........e □□□□□□□□□□□□□□□□□□□□□□□□ AH752

IN-FHE-UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

UNITED STATES OF AMERICA, et al., Case: 1:10-cv-00139-RMC Plaintiffs, Assigned to: Collyer, Rosemary M. Assign. Date: 1/25/2010 v. Description: Antitrust TICKETMASTER ENTERTAINMENT, INC., et eland LIVE NATION ENTERTAINMENT, INC., Defendants.

[PROPOSED] AMENDED FINAL JUDGMENT WHEREAS, plaintiffs, United States of America, and the States of Arizona, Arkansas, California, Florida, Illinois, Iowa, Louisiana, Nebraska, Nevada, Ohio, Oregon, Rhode Island, Tennessee, Texas, and Wisconsin, and the Commonwealths of Massachusetts and Pennsylvania (“Plaintiff States”) filed their Complaint on January 25, 2010, and whereas the States of New Jersey and Washington joined as Plaintiff States pursuant to an Amended Complaint filed January 28, 2010, the United States, Plaintiff States, and defendants, Ticketmaster Entertainment, Inc. and Live Nation, Inc., by their respective attorneys, have-consented to the entry of thise Final Judgment without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party regarding any issue of fact or law; AND WHEREAS, the United States and Defendants have consented to the entry of this Amended Final Judgment;

AND WHEREAS, defendants agree to be bound by the provisions of this Amended Final Judgment pending its approval by the Court; AND WHEREAS, the essence of this Amended Final Judgment is the prompt and certain divestiture of certain rights or assets by the defendants and the imposition of certain conduct restrictions on defendants, to assure that competition is not substantially lessened; AND WHEREAS, the United States requires defendants to make certain divestitures for the purpose of remedying the loss of competition alleged in the Complaint; AND WHEREAS, defendants have represented to the United States that the divestitures required below can and will be made and that defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained below; NOW THEREFORE, before any testimony is taken, without trial or adjudication of any issue of fact or law, and upon consent of the parties, it is ORDERED, ADJUDGED AND DECREED: I. Jurisdiction This Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a claim upon which relief may be granted against defendants under Section 7 of the Clayton Act, as amended (15 U.S.C. § 18). II. Definitions As used in this Amended Final Judgment: A. “AEG” means Anschutz Entertainment Group, Inc., a company with its headquarters in Los Angeles, California, its successors and assigns, and its subsidiaries,

divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. B. “Acquirer” or “Acquirers” means the entity or entities to whom defendants divest the Divestiture Assets. C. “Client Ticketing Data” means financial data relating to a ticketing client’s events including on-sale dates for a client’s events, the number of tickets sold for the specific event, the proceeds from those sales for a specific event, ticket inventory that is made available on the Ticketmaster system, the number and location of tickets that are sold, the amount for which the tickets are sold, pricing, marketing and promotions run for the event, the sales as a result of the marketing or promotions, and the status of the ticket inventory. “Client ticketing data” does not include data that Defendants collect through other means (e.g., website tracking, user group surveys, public sources). Client Ticketing Data does not include data that is made public by a client or third party. D. “Comcast-Spectacor” means Comcast-Spectacor, L.P., a company with its headquarters in Philadelphia, Pennsylvania, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. E. “Condition” means to explicitly or practically require buyers to take one product or set of services if they want to obtain a second product or set of services. In the absence of explicit conditioning, providing the buyer with an opportunity to buy the two products or sets of services separately is only conditioning if no reasonable buyer would be expected to accept the terms of the separate offers.

F, “Covered Employee” means any employee of Defendants whose principal job responsibility involves the operation or day-to-day management of Defendants’ venues, concert promotions, or artist management services. G. “Defendants” means either defendant acting individually or both defendants acting collectively, as appropriate. Where the Amended Final Judgment imposes an obligation to engage in or refrain from engaging in certain conduct, that obligation shall apply as broadly as reasonable to each defendant individually, both defendants acting together, and the merged firm. H. “Divestiture Assets” means the Ticketmaster Host Platform (via the binding agreement to license and to provide private label ticketing services to the Ticketmaster Host Platform Acquirer as required in Section IV.A) and Paciolan. I. “Exempted Employee” means any employee of Defendants who is not a Covered Employee, including: (a) any senior corporate officer, director or manager with responsibilities that include oversight of Defendants provision of Primary Ticketing Services; and (b) any employee whose primary responsibilities solely include accounting, human resources, legal, information systems, and/or finance. J. “Live Entertainment Event” means a live music concert for which tickets are sold to the public. K. “Live Nation” means defendant Live Nation, Inc., a Delaware corporation with its headquarters in Beverly Hills, California, its successors and assigns, and its subsidiaries (whether partially or wholly owned), divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. L. “Merger” means the merger of Ticketmaster and Live Nation.

M. “Paciolan” means Paciolan, Inc., a Delaware corporation which is engaged in the provision of ticketing services to venues or other organizations under the Paciolan or Ticketmaster Irvine names, and which includes: 1. All tangible assets that comprise the Paciolan line of business, including servers and other computer hardware; research and development activities; all fixed assets, personal property, inventory, office furniture, materials, supplies, and other tangible property and all assets used exclusively in connection with Paciolan; all licenses, permits and authorizations issued by any governmental organization relating to Paciolan; all contracts, teaming arrangements, agreements, leases (including the lease to the Paciolan headquarters in Irvine, California), commitments, certifications, and understandings, relating to Paciolan, including supply agreements; all customer lists, contracts, accounts, and credit records; all repair and performance records and all other records relating to Paciolan; 2. All intangible assets used in the development, distribution, production, servicing and sale of Paciolan, including, but not limited to, all patents, contractual rights (including contractual rights to provide ticketing services and employment contracts), licenses and sublicenses, intellectual property, copyrights, trademarks, trade names, service marks, service names, technical information, computer software and related documentation, know-how, trade secrets, drawings, blueprints, designs, design protocols, specifications for materials, specifications for parts and devices, safety procedures for the handling of materials and substances, all

research data concerning historic and current research and development relating to Paciolan, quality assurance and control procedures, design tools and simulation capability, all manuals and technical information defendants provide to their own employees, customers, suppliers, agents or licensees, and all research data concerning historic and current research and development efforts relating to Paciolan, including, but not limited to, designs of experiments, and the results of successful and unsuccessful designs and experiments. Preexisting commitments to transfer contractual rights from Paciolan to another entity that are specifically identified in the Paciolan sales agreement are excluded from this definition. N. “Paciolan Acquirer” means the entity to whom defendants divest Paciolan. O. “Primary Ticketing Services” means a collection of services provided to venues or other customers to enable the initial sale of tickets for live entertainment events directly to customers and enable the validation of tickets at the venue to control access to the event. P. “Provide Live Entertainment Events” and “Provision of Live Entertainment Events” mean_to supply a Live Entertainment Event, Live Entertainment Events and/or services reasonably necessary to plan, promote, market and settle a Live Entertainment Event, including but not limited to concert promotion services provided by firms such as Live Nation and the provision of artists managed by firms such as Front Line. The Promotion of Live Entertainment Events specifically does not include the provision of primary ticketing services, venue management services and/or tour design and construction services. Q. “Retaliate” means refusing to Provide Live Entertainment Events to a Venue Owner, or Providing Live Entertainment Events to a Venue Owner on less favorable terms, for

the purpose of punishing or disciplining a Venue Owner because the Venue Owner has contracted or is contemplating contracting with a company other than Defendants for Primary Ticketing Services. The term “Retaliate” does not mean pursuing a more advantageous deal with a competing Venue Owner. R. “Ticket Buyer Data” means non-public identifying information for ticket buyers for a specific event (including, if provided, the buyer’s name, phone number, e-mail address, and mailing address) that Defendants collect in the course of providing a ticketing client’s Primary Ticketing Services. Ticket Buyer Data does not include data that Defendants collect solely through other means (e.g., website tracking, user group surveys, public sources). S. “Ticketmaster” means defendant Ticketmaster Entertainment, Inc., a Delaware corporation with its headquarters in West Hollywood, California, its successors and assigns, and its subsidiaries (whether partially or wholly owned), divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. T. “Ticketmaster Host Platform” means the primary Ticketmaster software used by Ticketmaster to sell primary tickets in the United States. The Ticketmaster Host Platform includes the following software: Ticketmaster Classic Ticketing System (also called Ticketmaster Host); Ticketmaster.com full website package; Access Management; payment processing and settlements; and PCI point of sale system (for phone and outlets). U. “Ticketmaster Host Platform Acquirer” means AEG, the entity with whom defendants will enter into a binding agreement to license the Ticketmaster Host Platform. V. “Venue Owner” means a person or company that owns, operates, or manages one or more venues that host Live Entertainment Events.

W. “Management” means all directors and officers of Defendants, or any other employee with management or supervisory responsibilities for Defendants’ business or operations related to negotiating the provision of Primary Ticketing Services or the Provision of Live Entertainment Events. Z. “Relevant Employees” means Defendants’ employees with responsibility for negotiating the provision of Primary Ticketing Services or the Provision of Live Entertainment Events. Ill. Applicability A. This Amended Final Judgment applies to Ticketmaster and Live Nation, as defined above, and all other persons in active concert or participation with any of them who receive actual notice of this Amended Final Judgment by personal service or otherwise. B. If, prior to complying with Sections IV and V of this Amended Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their assets or of lesser business units that include the Divestiture Assets, they shall require the purchaser to be bound by the provisions of this Amended Final Judgment. Defendants need not obtain such an agreement from the Acquirers of the assets divested pursuant to this Amended Final Judgment. IV. Divestiture A. Defendants are ordered and directed not to consummate the Merger until they have entered into a binding agreement to license the Ticketmaster Host Platform to the Ticketmaster Host Platform Acquirer and to provide private label ticketing services to the Ticketmaster Host Platform Acquirer in a manner consistent with this Amended Final Judgment and with the following terms and conditions:

1. The agreement shall include the option, exercisable at the discretion of the Ticketmaster Host Platform Acquirer, to acquire a non-exclusive, perpetual, fully-paid up license to the Ticketmaster Host Platform. The license shall include a copy of the source code of the Ticketmaster Host Platform and shall permit the Ticketmaster Host Platform Acquirer to modify the software in any manner without limitation and without any requirement to license back any improvements to Defendants. If the option is exercised, Defendants shall promptly begin the installation of a fully functional ticketing system and website in the facilities of the Ticketmaster Host Platform Acquirer and shall complete the installation within a reasonable time pursuant to a schedule subject to approval by the United States, after consultation with Plaintiff States. Defendants shall warrant that the system is current as of the time of installation and operational for use in providing Primary Ticketing Services. Defendants shall provide reasonable training and support to enable the Ticketmaster Host Platform Acquirer to operate the software and to understand the source code so that it can make independent changes to the code. The license shall permit the Ticketmaster Host Platform Acquirer to transfer the license following the complete installation of the Ticketmaster Host Platform. The scope of use of the license shall be at least the United States. 2. The agreement shall include a private label ticketing agreement pursuant to which Ticketmaster shall provide private label ticketing services to the

Ticketmaster Host Platform Acquirer for a period of no more than five years from the date of execution of the license. The private label ticketing agreement shall be on such reasonable terms and conditions that will enable the Ticketmaster Host Platform Acquirer to compete effectively against Ticketmaster to secure contracts for the provision of Primary Ticketing Services. The private label ticketing agreement shall give the Ticketmaster Host Platform Acquirer all control over the ticketing fees charged individual consumers or clients of the Ticketmaster Host Platform Acquirer for tickets sold pursuant to the agreement and Defendants shall have no right or ability to set these ticketing fees. Ticketmaster shall, at the request of the Ticketmaster Host Platform Acquirer, post on the main Ticketmaster public website links to events sold under the private label ticketing agreement, subject to reasonable, non-discriminatory, and customary terms and conditions. Ticketmaster shall customize a separate website for the Ticketmaster Host Platform Acquirer with branding, look, and feel to be determined by the Ticketmaster Host Platform Acquirer. The private label ticketing services as described in this Section shall be operational within six months from the date that the binding agreement to license Ticketmaster Host Platform becomes effective. B. Defendants shall implement the Ticketmaster Host Platform binding agreement required by Section IV.A and any resulting Ticketmaster Host Platform license in a manner consistent with the terms of Section IV.A. Defendants shall comply with the terms of the Ticketmaster Host Platform binding agreement required by Section [V.A and any resulting

Ticketmaster Host Platform license, provided that nothing in the Ticketmaster Host Platform binding agreement or resulting Ticketmaster Host Platform license can relieve Defendants of any obligations imposed by this Amended Final Judgment. Cc, Defendants shall, as soon as possible, but within one business day after completion of the relevant event, notify the United States and Plaintiff States of: (1) the effective date of the Merger and (2) the effective date of the binding agreement to license to the Ticketmaster Host Platform Acquirer. D. If the Ticketmaster Host Platform Acquirer exercises its option to license the Ticketmaster Host Platform, Defendants shall waive any non-compete agreements that would prevent any employee of Defendants whose primary responsibility is the development or operation of the Ticketmaster Host Platform from joining the Ticketmaster Host Platform Acquirer. E. Defendants are ordered and directed, concurrently with the closing of the Merger, to enter into a Letter of Intent to divest Paciolan to Comcast-Spectacor in a manner consistent with this Amended Final Judgment. Within sixty (60) calendar days of closing the Merger, Defendants shall complete the divestiture of Paciolan in a manner consistent with this Amended Final Judgment to Comcast-Spectacor or an alternative Acquirer acceptable to the United States, in its sole discretion, after consultation with Plaintiff States. Defendants agree to use their best efforts to divest the Divestiture Assets as expeditiously as possible. F. Defendants shall provide the United States and the Paciolan Acquirer information relating to the personnel involved in the production, operation, development and sale of Paciolan at any time since Ticketmaster acquired Paciolan to enable the Paciolan Acquirer to make offers of employment. Defendants will not interfere with any negotiations by the Paciolan Acquirer to

employ any defendant employee whose primary responsibility is the production, operation, development, and sale of Paciolan, and shall waive any non-compete agreements that would prevent any such employee from joining the Paciolan Acquirer. Nothing in this Section shall prohibit defendants from making offers of continued employment to, continuing to employ, or continuing to use the services of any of their employees, including personnel involved in the production, operation, development and marketing of Paciolan and its ticketing system, subject to the overarching limitation that the agreement to sell Paciolan to the Paciolan Acquirer must ensure that the Paciolan Acquirer will be able to adequately staff Paciolan in a manner that enables the Paciolan Acquirer to successfully compete as a provider of Primary Ticketing Services, as determined by United States in its sole discretion. In addition, nothing in this Section shall prohibit defendants from maintaining any reasonable restrictions on the disclosure by an employee who accepts an offer of employment with the Paciolan Acquirer of the defendants’ proprietary non-public information that is (1) not otherwise required to be disclosed by this Amended Final Judgment, (2) related solely to the defendants’ businesses and clients, and (3) not related to the production, operation, development, and marketing of Paciolan and its ticketing system. G. Defendants shall permit the Paciolan Acquirer to have reasonable access to personnel and to make inspections of the physical facilities of Paciolan; access to any and all environmental, zoning, and other permit documents and information; access to any and all financial, operational, or other documents and information customarily provided as part of a due diligence process. H. Defendants shall warrant to the Paciolan Acquirer that each asset it acquires will be operational on the date of sale.

I. Defendants shall warrant to the Paciolan Acquirer that there are no material defects in the environmental, zoning, or other permits pertaining to the operation of Paciolan, and that following the sale of Paciolan, defendants will not undertake, directly or indirectly, any challenges to the environmental, zoning, or other permits relating to the operation of Paciolan. J. Defendants shall not take any action that will impede in any way the permitting, operation, use, or divestiture of the Divestiture Assets. K. Unless the United States otherwise consents in writing, after consultation with Plaintiff States, the divestitures pursuant to Section IV of this Amended Final Judgment shall include the entire Divestiture Assets, and shall be accomplished in such a way as to satisfy the United States, in its sole discretion, after consultation with Plaintiff States, that the Divestiture Assets can and will be used by the Acquirer(s) as part of a viable, ongoing business, engaged in providing Primary Ticketing Services. Divestiture of the Divestiture Assets may be made to one or more Acquirers, provided that in each instance it is demonstrated to the sole satisfaction of the United States, after consultation with Plaintiff States, that the Divestiture Assets will remain viable and the divestiture of such assets will remedy the competitive harm alleged in the Complaint. The divestitures, whether pursuant to Section IV or Section V of this Amended Final Judgment, 1. shall be made to an Acquirer(s) that, in the United States’s sole judgment, after consultation with Plaintiff States, has the intent and capability (including the necessary managerial, operational, technical and financial capability) of competing effectively in the business of providing Primary Ticketing Services; and

2. shall be accomplished so as to satisfy the United States, in its sole discretion, after consultation with Plaintiff States, that none of the terms of any agreement between an Acquirer(s) and Defendants give Defendants the ability unreasonably to raise the Acquirer’s costs, to lower the Acquirer’s efficiency, or otherwise to interfere in the ability of the Acquirer to compete effectively. V. Appointment of Trustee to Effect Divestiture A. If Defendants have not divested Paciolan as specified in Section IV.E, defendants shall notify the United States of that fact in writing. Upon application of the United States, the Court shall appoint a trustee selected by the United States and approved by the Court to divest Paciolan in a manner consistent with this Amended Final Judgment. Defendants consent to appointment of a trustee prior to entry of this Amended Final Judgment if Paciolan has not been divested within the time periods provided in Section IV.E. B. After the appointment of a trustee becomes effective, only the trustee shall have the right to sell Paciolan. The trustee shall have the power and authority to accomplish the divestiture to an Acquirer acceptable to the United States, after consultation with Plaintiff States, at such cash price and on such terms as are then obtainable upon reasonable effort by the trustee, subject to the provisions of Sections IV, V, and VI of this Amended Final Judgment, and shall have such other powers as this Court deems appropriate. C. Subject to Section V.E of this Amended Final Judgment, the trustee may hire at the cost and expense of defendants any investment bankers, attorneys, or other agents, who shall be solely accountable to the trustee, reasonably necessary in the trustee’s judgment to assist in the divestiture.

D. Defendants shall not object to a sale by the trustee on any ground other than the trustee’s malfeasance. Any such objections by defendants must be conveyed in writing to the United States and the trustee within ten (10) calendar days after the trustee has provided the notice required under Section VI. E. The trustee shall serve at the cost and expense of defendants, on such terms and conditions as the United States approves, and shall account for all monies derived from the sale of the assets sold by the trustee and all costs and expenses so incurred. After approval by the Court of the trustee’s accounting, including fees for its services and those of any professionals and agents retained by the trustee, all remaining money shall be paid to defendants and the trust shall then be terminated. The compensation of the trustee and any professionals and agents retained by the trustee shall be reasonable in light of the value of Paciolan and based on a fee arrangement providing the trustee with an incentive based on the price and terms of the divestiture and the speed with which it is accomplished, but timeliness is paramount. F, Defendants shall use their best efforts to assist the trustee in accomplishing the required divestiture. The trustee and any consultants, accountants, attorneys, and other persons retained by the trustee shall have full and complete access to the personnel, books, records, and facilities of the business to be divested, including any information provided to the United States during its investigation of the merger related to the business to be divested, and defendants shall develop financial and other information relevant to such business as the trustee may reasonably request, subject to reasonable protection for trade secret or other confidential research, development, or commercial information. Defendants shall take no action to interfere with or to impede the trustee’s accomplishment of the divestiture.

G. After its appointment, the trustee shall file monthly reports with the United States, Plaintiff States, and the Court setting forth the trustee’s efforts to accomplish the divestiture ordered under this Amended Final Judgment. To the extent such reports contain information that the trustee deems confidential, such reports shall not be filed in the public docket of the Court. Such reports shall include the name, address, and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in Paciolan, and shall describe in detail each contact with any such person. The trustee shall maintain full records of all efforts made to divest Paciolan. H. If the trustee has not accomplished the divestiture ordered under this Amended Final Judgment within six (6) months after its appointment, the trustee shall promptly file with the Court a report setting forth (1) the trustee’s efforts to accomplish the required divestiture, (2) the reasons, in the trustee’s judgment, why the required divestiture has not been accomplished, and (3) the trustee’s recommendations. To the extent such reports contain information that the trustee deems confidential, such reports shall not be filed in the public docket of the Court. The trustee shall at the same time furnish such report to the United States which shall have the right to make additional recommendations consistent with the purpose of the trust. The Court thereafter shall enter such orders as it shall deem appropriate to carry out the purpose of the Amended Final Judgment, which may, if necessary, include extending the trust and the term of the trustee’s appointment by a period requested by the United States. VI. Notice of Proposed Divestiture A. Within two (2) business days following execution of a definitive divestiture agreement, defendants shall notify the United States and Plaintiff States of any proposed

divestiture required by Section IV of this Amended Final Judgment. Within two (2) business days following execution of a definitive divestiture agreement, the trustee shall notify the United States and Plaintiff States of any proposed divestiture required by Section V of this Amended Final Judgment. The notice shall set forth the details of the proposed divestiture and list the name, address, and telephone number of each person not previously identified who offered or expressed an interest in or desire to acquire any ownership interest in Paciolan, together with full details of the same. B. Within fifteen (15) calendar days of receipt by the United States and Plaintiff States of such notice, the United States may request from defendants, the proposed Acquirer(s), any other third party, or the trustee if applicable, additional information concerning the proposed divestiture, the proposed Acquirer(s), and any other potential Acquirer. Defendants and the trustee shall furnish any additional information requested within fifteen (15) calendar days of the receipt of the request, unless the parties shall otherwise agree. C. Within thirty (30) calendar days after receipt of the notice or within twenty (20) calendar days after the United States and Plaintiff States has been provided the additional information requested from defendants, the proposed Acquirer(s), any third party, and the trustee, whichever is later, the United States shall provide written notice to defendants and the trustee, if there is one, stating whether or not it objects to the proposed divestiture. If the United States, after consultation with Plaintiff States, provides written notice that it does not object, the divestiture may be consummated, subject only to defendants’ limited right to object to the sale under Section V.C of this Amended Final Judgment. Absent written notice that the United States does not object to the proposed Acquirer(s) or upon objection by the United States, a divestiture proposed under Section IV or Section V shall not be consummated. Upon objection by

defendants under Section V.D, a divestiture proposed under Section V shall not be consummated unless approved by the Court. VII. Financing Defendants shall not finance all or any part of any purchase made pursuant to Section IV or V of this Amended Final Judgment. VIII. Hold Separate Until the divestiture required by this Amended Final Judgment has been accomplished, defendants shall take all steps necessary to comply with the Hold Separate Stipulation and Order entered by this Court. Defendants shall take no action that would jeopardize the divestiture ordered by this Court. IX. Anti-Retaliation Provision and Other Provisions Designed to Promote Competition A. Defendants shall not: lL. Retaliate against a Venue Owner because it is known to Defendants that the Venue Owner is or is contemplating contracting with a company other than Defendants for Primary Ticketing Services; 2. Condition or threaten to Condition the Provision of Live Entertainment Events to a Venue Owner based on that Venue Owner refraining from contracting with a company other than Defendants for Primary Ticketing Services;-or. For the avoidance of doubt, this provision prohibits Defendants from threatening to withhold the Provision of Live Entertainment Events if a Venue decides to contract with a company other than Defendants for Primary Ticketing Services; or

3. Condition or threaten to Condition the provision of Primary Ticketing Services to a Venue Owner based on that Venue Owner refraining from contracting with a company other than Defendants for the Provision of Live Entertainment Events. For the avoidance of doubt, Section IX prohibits Defendants from Conditioning, Retaliating, or threatening to Condition with respect to the provision of one or more Live Entertainment Events. Live Nation waives any argument that this Amended Final Judgment only prohibits Retaliation or Conditioning with respect to all Live Nation content. Particular conduct may violate more than one provision of this Amended Final Judgment, e.g., Sections IX.A.1. and IX.A.2. of this Amended Final Judgment are not mutually exclusive. Nothing in this Section prevents Defendants from bundling their services and products in any combination or from exercising their own business judgment in whether and how to pursue, develop, expand, or compete for any ticketing, venue, promotions, artist management, or any other business, so long as Defendants do so in a manner that is not inconsistent with the provisions of this Section. Evidence that Defendants do or do not (a) bid for, contract with, win, or retain a venue, artist, or promoter as a client, and/or (b) promote a show or shows in particular buildings or group of buildings (even where similar shows historically have been promoted in those buildings) is not alone sufficient to establish, or create a presumption of, a violation of this Section. For the avoidance of doubt, Live Nation waives any argument that Plaintiffs must identify particular shows that have been withheld in order to prevail on a claim of Retaliation. B. Defendants shall not disclose to any Covered Employee any Client Ticketing Data. Defendants however: (1) may disclose Client Ticketing Data concerning a specific event to

any Covered Employee involved in the promotion of that event or the management of the artist who performed at that event, if it does so on the same terms it generally provides such information to other promoters or artist managers not affiliated with Defendants; (2) may disclose Client Ticketing Data to an Exempted Employee who requires the information in order to perform his or her job function(s); provided however, that such Exempted Employee may not use Client Ticketing Data to perform any job function(s) that primarily involve(s) the day-to-day operation or management of Defendants’ venues, concert promotions, or artist management services; and (3) may disclose Client Ticketing Data to any Defendant employee where so required by law, government regulation, legal process, or court order, so long as such disclosure is limited to fulfillment of that purpose. C. If any client of Defendants’ primary ticketing services chooses not to renew a contract for Primary Ticketing Services with Defendants for some or all of its venues, upon the expiration of that contract and the written request of the client, Defendants shall within forty-five (45) days provide the client with a complete copy of all Client Ticketing Data and all Ticket Buyer Data historically maintained by Defendants for such venue(s) in the ordinary course of business, in a form that is reasonably usable by the client. Nothing in this provision shall be read to: (1) alter any rights Defendants would otherwise have to Client Ticketing Data or Ticket Buyer Data pursuant to the Primary Ticketing Services contract with the client, and/or its historical custom, practice, and course of dealing with the client; or (2) limit any rights the client would otherwise have to its Client Ticketing Data or Ticket Buyer Data pursuant to the Primary Ticketing Services contract with Defendants and/or its historical custom, practice, and course of dealing with Defendants. Defendants shall maintain Client Ticketing Data and Ticket Buyer Data

on behalf of its clients for no less than three (3) years. This provision only applies to contracts for Primary Ticketing Services in effect prior to the entry of this Amended Final Judgment. X. Affidavits A. Within twenty (20) calendar days of the filing of the Complaint in this matter, and every thirty (30) calendar days thereafter until the divestitures have been completed under Section IV or Section V, defendants shall deliver to the United States and Plaintiff States an affidavit as to the fact and manner of its compliance with Section IV or Section V of this Amended Final Judgment. Each such affidavit shall include the name, address, and telephone number of each person who, during the preceding thirty (30) calendar days, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in the Divestiture Assets, and shall describe in detail each contact with any such person during that period. Each such affidavit shall also include a description of the efforts defendants have taken to solicit buyers for the Divestiture Assets, and to provide required information to prospective Acquirers, including the limitations, if any, on such information. Assuming the information set forth in the affidavit is true and complete, any objection by the United States, after consultation with Plaintiff States, to information provided by defendants, including limitation on information, shall be made within fourteen (14) calendar days of receipt of such affidavit. B. Every two (2) months prior to the private label ticketing agreement described in Section IV.A.2 becoming operational, and every six (6) months thereafter, defendants shall deliver to the United States and Plaintiff States an affidavit that describes in reasonable detail all actions defendants have taken and all steps defendants have implemented on an ongoing basis to comply with Section IV.A and the terms of Ticketmaster Host Platform binding agreement.

C. Defendants shall, in addition, deliver to the United States and Plaintiff States an affidavit describing any revised or amended agreements with the Ticketmaster Host Platform Acquirer relating to the agreement required by Section IV.A. Such notice shall be delivered to the United States and Plaintiff States at least fifteen (15) calendar days prior to the effective date of the revised or amended agreement and Defendants shall not implement any amended agreement if the United States, after consultation with Plaintiff States, objects during the fifteen (15) day notice period. D. Within twenty (20) calendar days of the filing of the Complaint in this matter, defendants shall deliver to the United States and Plaintiff States an affidavit that describes in reasonable detail all actions defendants have taken and all steps defendants have implemented on an ongoing basis to comply with Section VIII of this Amended Final Judgment. Defendants shall deliver to the United States and Plaintiff States an affidavit describing any changes to the efforts and actions outlined in defendants’ earlier affidavits filed pursuant to this section within fifteen (15) calendar days after the change if implemented. E. Defendants shall keep all records of all efforts made to preserve and divest the Divestiture Assets until one year after such divestiture has been completed. XI. Compliance Inspection A. For purposes of determining or securing compliance with this Amended Final Judgment, or of determining whether the Amended Final Judgment should be modified or vacated, and subject to any legally recognized privilege, from time to time duly authorized representatives of the United States Department of Justice, including consultants and other persons retained by the United States, shall, upon written request of an authorized representative

of the Assistant Attorney General in charge of the Antitrust Division, and on reasonable notice to defendants, be permitted: 1. access during defendants’ office hours to inspect and copy, or at the option of the United States, to require defendants to provide hard copy or electronic copies of, all books, ledgers, accounts, records, data, and documents in the possession, custody, or control of defendants, relating to any matters contained in this Amended Final Judgment; and 2. to interview, either informally or on the record, defendants’ officers, employees, or agents, who may have their individual counsel present, regarding such matters. The interviews shall be subject to the reasonable convenience of the interviewee and without restraint or interference by defendants. B. Upon the written request of an authorized representative of the Assistant Attorney General in charge of the Antitrust Division, defendants shall submit written reports, under oath if requested, relating to any of the matters contained in this Amended Final Judgment as may be requested. Written reports authorized under this paragraph may, at the sole discretion of the United States, require Defendants to conduct, at Defendants’ cost, an independent audit or analysis relating to any of the matters contained in this Amended Final Judgment. C. No information or documents obtained by the means provided in this section shall be divulged by the United States to any person other than an authorized representative of the executive branch of the United States, or the Attorney General’s Office of any other plaintiff, except in the course of legal proceedings to which the United States is a party (including grand

jury proceedings), or for the purpose of securing compliance with this Amended Final Judgment, or as otherwise required by law. D. If at the time information or documents are furnished by defendants to the United States, defendants represent and identify in writing the material in any such information or documents to which a claim of protection may be asserted under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure, and defendants mark each pertinent page of such material, “Subject to claim of protection under Rule 26(c)(1)(G) of the Federal Rules of Civil Procedure,” then the United States shall give defendants ten (10) calendar days’ notice prior to divulging such material in any legal proceeding (other than a grand jury proceeding). XII. Notification Unless such transaction is otherwise subject to the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the “HSR Act”), defendants, without providing advance notification to the United States and Plaintiff States, shall not directly or indirectly acquire any assets of or any interest, including any financial, security, loan, equity or management interest, in any person that, at any time during the twelve (12) months immediately preceding such acquisition, was engaged in the United States in providing Primary Ticketing Services during the term of this Amended Final Judgment. Such notification shall be provided to the United States and Plaintiff States in the same format as, and per the instructions relating to the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations as amended. Notification shall be provided at least thirty (30) calendar days prior to acquiring any such interest, and shall include, beyond what may be required by the applicable instructions, the names of the principal

representatives of the parties to the agreement who negotiated the agreement, and any management or strategic plans discussing the proposed transaction. If within the 30-day period after notification, representatives of the United States make a written request for additional information, defendants shall not consummate the proposed transaction or agreement until twenty (20) calendar days after submitting all such additional information. Early termination of the waiting periods in this paragraph may be requested and, where appropriate, granted in the same manner as is applicable under the requirements and provisions of the HSR Act and rules promulgated thereunder. This Section shall be broadly construed and any ambiguity or uncertainty regarding the filing of notice under this Section shall be resolved in favor of filing notice. For purposes of this Amended Final Judgment, any notice or other communication required to be provided to Plaintiffs shall be sent to the person at the address and emails set forth below (or such other addresses as a Plaintiff may specify in writing to Defendants): United States Owen Kendler Chief Media, Entertainment, and Professional Services Section U.S. Department of Justice Antitrust Division 450 Fifth Street, NW, Suite 4000 Washington, D.C. 20530 Owen.Kendler @usdoj.gov Arizona Unit Chief Counsel Arizona Attorney General’s Office Antitrust Unit 2005 N. Central Ave. Phoenix, AZ 85004 Dana. Vogel @azag.gov Arkansas Public Protection Department 25

Arkansas Office of the Attorney General 323 Center Street, Suite 200 Little Rock, Arkansas 72201 johnathan.carter @ arkansasag.gov California Antitrust Law Section State of California Department of Justice 300 S. Spring Street, Suite 1720 Los Angeles, CA_ 90013 Paula.Gibson @doj.ca.gov Florida Antitrust Division Office of the Attorney General of Florida The Capitol PL-O1 Tallahassee, FL 32399-1050 lee.istrail@myfloridalegal.com Illinois Antitrust Bureau Office of the Illinois Attorney General 100 W Randolph St., Floor 13 Chicago, IL, 60601-3397 JChervin @atg.state.il.us Iowa Max M. Miller Consumer Protection Division Office of the Iowa Attorney General 1305 E. Walnut St. Des Moines, IA 50319 Max.Miller@ag.iowa.gov Louisiana Stacie Lambert deBlieux Chief, Complex Litigation Section Louisiana Department of Justice 1885 N. 3rd Street Baton Rouge, LA 70802 deblicuxs @ag.state.la.us Massachusetts Chief, Antitrust Division Massachusetts Office of the Attorney General One Ashburton Place, 18th Floor

Boston, MA 02108 michael.mackenzie @ state.ma.us Nebraska Chief, Consumer Protection Division Nebraska Attorney General's Office 2115 State Capitol Building Lincoln, NE 68509 meghan.stoppel @nebraska.gov Nevada Bureau of Consumer Protection Office of the Nevada Attorney General 8945 W. Russell Road, Suite 204 Las Vegas, Nevada 89148 LTucker @ag.nv.gov New Jersey Consumer Fraud Prosecution Section Department of Law & Public Safety — Division of Law State of New Jersey Office of the Attorney General 124 Halsey Street, P.O. Box 45029 Newark, New Jersey 07101 patricia.schiripo @law.njoag.gov Ohio Chief Antitrust Section Ohio Attorney General’s Office 150 East Gay Street, 22nd Floor Columbus, Ohio 43215 jennifer.pratt @ ohioattorneygeneral.gov Oregon Civil Enforcement Division Oregon Department of Justice 1162 Court St NE, Salem, OR 97301-4096 Tim.D.Nord @ doj.state.or.us Pennsylvania Commonwealth of Pennsylvania Office of Attorney General Antitrust Section Strawberry Square, 14th Floor Harrisburg, PA 17120 jbetsko @attorneygeneral.gov 27

Rhode Island Chief, Civil Division Rhode Island Office of the Attorney General 150 South Main Street Providence, RI 02903 KHoffmann @riag.ri.gov Tennessee Deputy, Consumer Protection Division Office of Tennessee Attorney General P.O. Box 20207 Nashville, TN 37202 David.McDowell @ag.tn.gov Texas Division Chief Antitrust Division Office of the Texas Attorney General 300 W. 15th Street Austin, Texas 78701 David.Ashton @ oag.texas.gov Wisconsin Unit Director Division of Legal Services — Public Protection Unit State of Wisconsin Department of Justice 17 West Main Street PO Box 7857 Madison, WI 53707-7857 CooleyGJ@DOJ.STATE.WLUS Washington Paula Pera C. Assistant Attorney General, Antitrust Division Washington State Office of the Attorney General 800 Fifth Avenue, Suite 2000 Seattle, WA 98104 paula.pera@atg.wa.gov XIII. No Reacquisition A. Defendants may not reacquire any part of the Divestiture Assets during the term of this Amended Final Judgment.

B. Following the expiration of the private label ticketing agreement with the Ticketmaster Host Platform Acquirer required by Section IV.A.2: (1) Defendants shall not provide Primary Ticketing Services to any venues in North America for which, by virtue of an ownership interest, the Ticketmaster Host Platform Acquirer controls the rights to select the Primary Ticketing Services provider; and (2) for all other venues in North America, Defendants shall not provide Primary Ticketing Services on behalf of or pursuant to a ticketing contract with the Ticketmaster Host Platform Acquirer. Nothing in this Section shall prevent Defendants from: (1) competing to provide Primary Ticketing Services to venues (including such venues managed by the Ticketmaster Host Platform Acquirer) other than those for which, by virtue of an ownership interest, the Ticketmaster Host Platform Acquirer controls the rights to select the Primary Ticketing Services provider; and (2) providing Primary Ticketing Services to artist fan clubs in venues owned, operated, or managed by the Ticketmaster Host Platform Acquirer. XIV. Retention of Jurisdiction This Court retains jurisdiction to enable any party to this Amended Final Judgment to apply to this Court at any time for further orders and directions as may be necessary or appropriate to carry out or construe this Amended Final Judgment, to modify any of its provisions, to enforce compliance, and to punish violations of its provisions. XV. Expiration of Amended Final Judgment Unless-this-Court grants-an-extension, this Final Judgment shall expire-ten-years from the

Sections I, I, UI, IX, XI, XU, XULA., XIV, XV, XVL XVI, XVUL, and XIX of this Amended Final Judgment are extended and shall expire on December 31, 2025, unless the Court

grants further extension. All other provisions in this Amended Final Judgment shall expire on July 30, 2020. XVI. Public Interest Determination Entry of this Amended Final Judgment is in the public interest. The parties havepreviously complied with the requirements of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16, including making copies available to the public of thise Final Judgment; entered by the Court on July 30, 2010 (the “2010 Final Judgment’), the Competitive Impact Statement, and any comments thereon and the United States’ responses to comments. Based upon the record before the Court, response-to-comments filed -with the Court, entry of thisentry of this Amended Final Judgment is in the public interest.

XVII. Compliance Provisions A. Appointment of an Independent Monitoring Trustee 1. Upon application of the United States, after consultation with Plaintiff States, the Court will appoint an independent Monitoring Trustee selected by the United States, after consultation with Defendants, and approved by the Court. 2. The Monitoring Trustee will have the power and authority to monitor Defendants’ compliance with the terms of this Amended Final Judgment and will have other powers as the Court deems appropriate. If the Monitoring Trustee determines that any violation of this Amended Final Judgment has occurred, the Monitoring Trustee shall promptly

recommend an appropriate remedy to the United States, which, in its sole discretion, after consultation with Plaintiff States, can accept, modify, or reject a recommendation to pursue a remedy. 3. Defendants may not object to actions taken by the Monitoring Trustee in fulfillment of the Monitoring Trustee’s responsibilities pursuant to this Amended Final Judgment or any other Order of the Court on any ground other than malfeasance by the Monitoring Trustee. Objections by Defendants to actions taken by the Monitoring Trustee must be conveyed in writing to the United States and the Monitoring Trustee within ten calendar days of the Monitoring Trustee’s action that gives rise to Defendants’ objection. 4. The Monitoring Trustee will serve at the cost and expense of Defendants as detailed in a written agreement, on terms and conditions, including terms and conditions governing confidentiality requirements and conflict- of-interest certifications, that are approved by the United States after consultation with Defendants. 3. The Monitoring Trustee may hire, at the cost and expense of Defendants, agents or consultants, including investment bankers, attorneys, and accountants, reasonably necessary in the Monitoring Trustee’s judgment to assist with the Monitoring Trustee’s duties. Agents or consultants will be accountable solely to the Monitoring Trustee and will serve on terms and conditions, including terms and conditions governing confidentiality

requirements and conflict-of-interest certifications, that are approved by the United States after consultation with Defendants. 6. The compensation of the Monitoring Trustee and agents or consultants retained by the Monitoring Trustee must be on reasonable and customary terms commensurate with the individuals’ experience and responsibilities. If the Monitoring Trustee and Defendants are unable to reach agreement on the Monitoring Trustee’s compensation or other terms and conditions of engagement within twenty-one calendar days of the appointment of the Monitoring Trustee, the United States, in its sole discretion, may take appropriate action, including by making a recommendation to the Court. Within three business days of hiring an agent or consultant, the Monitoring Trustee must provide written notice of the hiring and the rate of compensation to Defendants and the United States. 7. The Monitoring Trustee must account for all costs and expenses incurred. 8. Defendants must use their best efforts to assist the Monitoring Trustee to monitor Defendants’ compliance with their obligations under this Amended Final Judgment. The Monitoring Trustee and agents or consultants retained by the Monitoring Trustee must, subject to protections for trade secrets, other confidential research, development, or commercial information, and any applicable privileges, have full and complete access to all personnel, books, records, and facilities relating to compliance with this Amended Final Judgment. Defendants may not take any action to

interfere with or to impede the Monitoring Trustee’s accomplishment of its responsibilities. 9. The Monitoring Trustee must investigate and report on Defendants’ compliance with this Amended Final Judgment. The Monitoring Trustee must provide periodic reports to Plaintiffs setting forth Defendants’ efforts to comply with Defendants’ obligations under this Amended Final Judgment. The United States, in its sole discretion, will set the frequency of the Monitoring Trustee reports. 10. The Monitoring Trustee will serve until the expiration of this Amended Final Judgment. ll. If the United States, after consultation with Plaintiff States, determines that the Monitoring Trustee is not acting diligently or in a reasonably cost- effective manner, the United States may recommend that the Court appoint a substitute. B. Antitrust Compliance Officer. 1. Within twenty-one days of entry of this Amended Final Judgment, Defendants shall appoint an Antitrust Compliance Officer who is an internal employee or officer of one of Defendants, and identify to Plaintiffs the Antitrust Compliance Officer’s name, business address, telephone number, and email address. Within forty-five days of a vacancy in the Antitrust Compliance Officer position, Defendants shall appoint a replacement, and shall identify to Plaintiffs the replacement Antitrust Compliance Officer’s name, business address, telephone number, and

email address. In all events, Defendants’ appointment of any Antitrust Compliance Officer is subject to the approval of the United States, in its sole discretion. 2. The Antitrust Compliance Officer shall have the following minimum qualifications: a. be_an active member in good standing of the bar in any USS. jurisdiction; and b. have at least five years’ experience in legal practice, including experience with antitrust, regulatory or compliance matters. 3. The Antitrust Compliance Officer shall, directly or through the employees or counsel working under the Antitrust Compliance Officer’s authority and direction: a. Within twenty-one days after the Antitrust Compliance Officer’s appointment, furnish to all of Defendants’ Management and Relevant Employees a copy of this Amended Final Judgment; b. Within thirty days after the Antitrust Compliance Officer’s appointment, in a manner to be devised by Defendants and approved by the United States, provide Defendants’ Management and Relevant Employees reasonable notice of the meaning and requirements of this Amended Final Judgment; Cc. Twice during the first year, then annually thereafter, brief Defendants’ Management and Relevant Employees on the meaning and

requirements of this Amended Final Judgment, with written materials for each briefing to be approved by the United States in its sole discretion; d. Brief any person who succeeds a person identified as Management or a Relevant Employee within sixty days of such succession; €. Obtain from each person designated as Management or a Relevant Employee, within thirty days of that person’s receipt of this Amended Final Judgment, a certification that the person (i) has read and understands and agrees to abide by the terms of this Amended Final Judgment; (ii) is not aware of any violation of this Amended Final Judgment that has not been reported to Defendants; and (iii) understands that failure to comply with this Amended Final Judgment may result in an enforcement action for civil or criminal contempt of court; and f, Annually communicate to Defendants’ Management and Relevant Employees that they may disclose to the Antitrust Compliance Officer or Monitoring Trustee, without reprisal or adverse consequence for such disclosure, information concerning any violation or potential violation of this Amended Final Judgment or the U.S. antitrust laws by Defendants. C. Venue Disclosure. Defendants shall provide notice and _a copy of this Amended Final Judgment, in a form and manner to be proposed by Defendants and approved by the United States in its sole discretion, to: (1) every Venue Owner for whom Ticketmaster provides Primary Ticketing Services, or with whom Ticketmaster is negotiating or discussing the provision of Primary Ticketing Services, within thirty days of entry of this Amended Final Judgment; and (2) every Venue Owner at the beginning of any negotiation with Ticketmaster and/or Live Nation

related in whole or in part to Primary Ticketing Services. Defendants shall provide Plaintiffs with its proposed notice, including the list of recipients, within ten days of the filing of this Amended Final Judgment. The notice shall include an explanation of the requirements of Section IX of this Amended Final Judgment, a statement encouraging Venue Owners to contact the Department of Justice and any Plaintiff State if they are or become aware of any potential violations of this Amended Final Judgment, and a statement waiving any contractual obligation the venue may have to provide notice to Live Nation or Ticketmaster about any such contacts. D. Reporting, Investigation, and Certification Requirements 1. .__— Defendants shall: a. Upon Management or the Antitrust Compliance Officer learning of any violation or potential violation of any provision of this Amended Final Judgment, () promptly notify the Monitoring Trustee and □ take appropriate action to investigate, and in the event of a violation, terminate or modify the activity so_as to comply with this Amended Final Judgment, □□□ maintain all documents related to any violation or potential violation of this Amended Final Judgment for a period of five years or the duration of this Amended Final Judgment, whichever is shorter, and (iii) maintain, and furnish to Plaintiffs upon request, a log of (a) all such documents for which Defendants claim protection under the attorney-client privilege or the attorney work product doctrine, and _(b) all potential and actual violations, even if no documentary evidence regarding the violations exist; b. Within seven days of Management or the Antitrust Compliance Officer learning of any violation or potential violation of any

provision of this Amended Final Judgment, notify Plaintiffs and the Monitoring Trustee of the violation or potential violation; C. Within thirty days of Management or the Antitrust Compliance Officer learning of any violation or potential violation of any provision of this Amended Final Judgment, provide to Plaintiffs and_the Monitoring Trustee a statement describing the violation or potential violation, which shall include a description of any communications constituting the violation or potential violation, including the date and place communication, the persons involved, and the subject matter of the communication; d. Establish a whistleblower protection policy, which provides that any employee may disclose, without reprisal or adverse consequence for such disclosure, to the Antitrust Compliance Officer or the Monitoring Trustee information concerning any violation or potential violation by the Defendants of this Amended Final Judgment or the U.S. antitrust laws; €. Have Live Nation’s CEO certify in writing to Plaintiffs 180 days after entry of this Amended Final Judgment, and thereafter annually on the anniversary date of the entry of this Amended Final Judgment, that Defendants have complied with the provisions of this Amended Final Judgment; and f. Maintain and produce to Plaintiffs upon request: (i) a list identifying all employees having received the compliance training required under Sections X VILB.3.c and XVII.B.3.d of this Amended Final Judgment, and the dates on which the employees received the training; and (ii) copies of

all materials distributed as part of the annual antitrust compliance training required under XVI.B.3.c and XVILB.3.d of this Amended Final Judgment. For all materials requested to be produced pursuant to this paragraph for which Defendants claim protection under the attorney-client privilege or the attorney work product doctrine, Defendants shall furnish to Plaintiffs a privilege log. XVII. Future Enforcement A. In any future civil contempt action, any motion to show cause, or any similar civil action brought by any Plaintiff regarding an alleged violation of this Amended Final Judgment, Plaintiff(s) may establish a violation of this Amended Final Judgment and the appropriateness of any remedy therefor by a preponderance of the evidence. B. This Amended Final Judgment should be interpreted to give full effect_to the procompetitive purposes of the antitrust laws and to restore all competition Plaintiffs alleged was harmed by the challenged conduct in this Amended Complaint. Defendants agree that they may be held in contempt of, and that the Court may enforce, any provision of this Amended Final Judgment that, as interpreted by the Court in light of these procompetitive principles and applying ordinary tools of interpretation, is stated specifically and in reasonable detail, whether or not it is clear and unambiguous on its face. In any such interpretation, the terms of this Amended Final Judgment should not be construed against either party as the drafter. C. Defendants will pay a penalty of $1,000,000 per violation of each enumerated paragraph of Section IX, as modified, payable to the United States of America. For the avoidance of doubt, a single violation for purposes of calculating this penalty refers to any and all conduct prohibited by this Amended Final Judgment that occurs in relation to. a Venue Owner’s ticketing contract cycle, except that a violation of Section IX.A.1. shall be deemed a separate violation than

a violation of Section IX.A.2. and will be subject to a separate penalty. If, for example, there are multiple threats to Condition during the same contracting cycle, Live Nation would pay $1,000,000. If, for example, there are multiple threats to Condition and Live Nation Retaliates during the same contracting cycle, Live Nation would pay $2,000,000. For the avoidance of doubt, for these purposes, a new ticketing contract cycle begins when the previous contract is signed such that a ticketing contract cycle exists at all times for each Venue Owner. D. For a period of four years following the expiration of this Amended Final Judgment, Plaintiff has evidence that a Defendant violated this Amended Final Judgment before expiration, any Plaintiff may file an action against that Defendant in this Court requesting that the Court order (1) Defendant to comply with the terms of this Amended Final Judgment for an additional term of at least four years following the filing of the enforcement action under this Section, (2) any appropriate contempt remedies, (3) an extension of this Amended Final Judgment, (4) any additional relief needed to ensure the Defendant complies with the terms of this Amended Final Judgment, and (5) fees or expenses. E. For future disputes regarding Defendants’ compliance with the terms of this Amended Final Judgment, the parties may agree that any such dispute may be referred to a third- party arbiter. XIX. Fees and Costs Defendants shall pay the United States its reasonable costs and attorney fees incurred in investigating Defendants’ conduct and in connection with its investigation of violation of the 2010 Final Judgment, in an amount of $3 million, to be paid within 60 days of entry of this Amended Final Judgment. Date: —30-Fity 2010———

Court approval subject to procedures of the Antitrust Procedures and Penalties Act, 15 U.S.C. § 16.

—/s/-ResemaryM, COW CR United States District Judge

Westlaw, 2010 WL 975407 (D.D.C.) Page |

For Opinion See 2010-2 Trade Cases P 77113 United States District Court, District of Columbia. UNITED STATES OF AMERICA, et al., Plaintiffs, v. TICKETMASTER ENTERTAINMENT, INC. and Live Nation, Inc., Defendants. No. 110-cv-00139. January 25, 2010. Assign. Date: 1/25/2010 Description: Antitrust Competitive Impact Statement Aaron D. Hoag, Attorney, U.S. Department of Justice, Antitrust Division, 450 Fifth Street, N.W., Suite 4000, Washington D.C 20530, Telephone: (202) 514-5038, Fax: (202) 514-7308, Email: aaron. hoag@usdoj.gov. Assigned to: Collyer, Rosemary M. Plaintiff United States of America (“United States”), pursuant to Section 2(b) of the Antitrust Procedures and Penalties Act (“APPA” or “Tunney Act”), 15 U.S.C. § 16(b)-(h), files this Competitive Impact Statement relating to the pro- posed Final Judgment submitted for entry in this civil antitrust proceeding. 1, NATURE AND PURPOSE OF THE PROCEEDING Defendant Ticketmaster Entertainment, Inc. (“Ticketmaster”) and Defendant Live Nation, Inc. (“Live Nation’) en- tered into an agreement, dated February 10, 2009, pursuant to which they would merge into a new entity to be known as Live Nation Entertainment. The United States, and the States of Arizona, Arkansas, California, Florida, Illinois, lowa, Louisiana, Nebraska, Nevada, Ohio, Oregon, Rhode Island, Tennessee, Texas, and Wisconsin, and the Com- monwealths of Massachusetts and Pennsylvania filed a civil antitrust Complaint on January 25, 2010, seeking to enjoin the proposed transaction because its likely effect would be to lessen competition substantially for primary ticketing services to major concert venues located in the United States in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. This loss of competition likely would result in higher prices for and less innovation in primary ticketing services. At the same time the Complaint was filed, the United States also filed a Hold Separate Stipulation and Order (“Hold Separate”) and proposed Final Judgment, which are designed to eliminate the anticompetitive effects of the acquisi- tion. Under the proposed Final Judgment, which is explained more fully below, Defendants are required to grant a perpetual license to their Host platform and to divest their entire Paciolan business in order to establish two inde- pendent ticketing companies capable of competing effectively with the merged entity. The Final Judgment also pro- hibits Defendants from engaging in certain conduct that would prevent equally efficient firms from competing effec- tively. Under the terms of the Hold Separate, Ticketmaster will take certain steps to ensure that the Paciolan business is operated as a competitively independent, economically viable and ongoing business concern that will remain in- dependent and uninfluenced by the consummation of the transaction and to ensure that competition is maintained during the pendency of the ordered divestiture.

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The United States and Defendants have stipulated that the proposed Final Judgment may be entered after compliance with the APPA. Entry of the proposed Final Judgment would terminate this action, except that the Court would retain jurisdiction to construe, modify, or enforce the provisions of the proposed Final Judgment and to punish and remedy violations thereof. II. DESCRIPTION OF THE EVENTS GIVING RISE TO THE ALLEGED VIOLATION A. The Concert Industry Staging concerts traditionally has required the participation of several parties. Artists provide the entertainment that makes the concert possible. Managers and/or agents represent artists in negotiations to establish the commercial terms on which artists will perform. Promoters contract with artists to perform at particular concerts, assume the financial risk of staging the concerts, make the arrangements for the concerts to occur at certain times and places, and market the concerts. Venues are the physical locations where concerts occur, and venues' owners, operators, or managers usually arrange for the sale of tickets to concerts at their venues. Primary ticketing companies provide services - such as websites, call centers, and retail networks from which tickets may be purchased - that facilitate the initial sale of tickets to concertgoers.!*N1 FN1. After their initial sale, concert tickets may be resold on the secondary ticketing market. Ticket brokers purchase tickets with the intention of reselling them to concertgoers. Secondary ticketing companies provide services that facilitate the resale of tickets to concertgoers by ticket brokers and others. Contracts between venues and primary ticketing companies are individually negotiated. In a typical contract, a venue agrees to use one primary ticketing company as its exclusive service provider for several years. In exchange, the primary ticketing company often agrees to pay to the venue a portion of the fees that the primary ticketing company charges to concertgoers who purchase tickets to events at the venue. The primary ticketing company also may agree to pay an up-front bonus or advance upon execution of the contract. Primary ticketing contracts typically prohibit venues from reselling the primary ticketing services they receive. B. The Defendants and the Proposed Transaction Ticketmaster is the largest primary ticketing company in the United States. In 2008, Ticketmaster earned gross rev- enues of about $800 million from its U.S. primary ticketing business. Ticketmaster offers two principal primary ticketing products to venues: (1) Host, a Ticketmaster-managed platform for selling tickets through Ticketmaster's website and other sales channels; and (2) Paciolan, a venue-managed platform for seiling tickets through the venue's own website and other sales channels. In 2008, Ticketmaster provided primary ticketing services to venues repre- senting more than 80% of major concert venues.'*N2] In addition to its primary ticketing operations, Ticketmaster expanded into the artist management business in 2008 by acquiring a controlling interest in Front Line Management Group Inc. (“Front Line”), an important artist management firm with clients such as the Eagles, Neil Diamond, Jimmy Buffett, Christina Aguilera and John Mayer. FN2. While the conclusions reached in the antitrust analysis described below are not sensitive to the precise number of venues included within this class, for purposes of this Competitive Impact Statement, “major concert venues” are the 500 U.S. venues generating the greatest concert revenues in 2008, as reported in Pollstar, a leading source of concert industry information. Concert ticket revenues from events at these venues represent more than 90% of the concert ticket revenues at all venues reported in Pollstar. Major concert venues are a diverse group, which includes large stadiums and arenas with relatively few concerts (e.g., the Verizon Center in Washington, DC), mid-sized amphitheaters that host concerts regularly during certain seasons (e.g., Nissan Pavilion in Bristow, VA), and smaller clubs and theaters with frequent concerts

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throughout the year (e.g., Warner Theatre in Washington, DC and Live Nation's House of Blues clubs). To account for this diversity, venues are weighted by their capacity in calculating shares of the market for pri- mary ticketing services to major concert venues. Only public sources of information were used to calculate the market shares described in this Competitive Impact Statement Live Nation is the largest concert promoter in the United States, earning more than $1.3 billion in revenue from its U.S. promotions business in 2008 and promoting shows representing 33% of the concert revenues at major concert venues in 2008. Live Nation has entered long-term partnerships with several popular artists - including Madonna and Jay-Z - to exclusively promote their concerts, sell recordings of their music, and market artist-branded merchandise such as T-shirts. Live Nation also owns or operates about 70 major concert venues throughout the United States. And as explained further below, Live Nation entered the market for primary ticketing services in late December 2008. On February 10, 2009, less than two months after its entry into primary ticketing, Live Nation agreed to merge with Ticketmaster. That proposed transaction would substantially lessen competition and is the subject of the Complaint and proposed Final Judgment filed by the United States in this matter. C. The Market for Primary Ticketing Services to Major Concert Venues in the United States Antitrust law, including Section 7 of the-Clayton Act, protects consumers from anticompetitive conduct, such as firms' acquisition of the ability to raise prices above levels that would prevail in a competitive market. Market definition assists antitrust analysis by focusing attention on the relevant portions of the economy where competitive effects are likely to be felt. Well-defined markets encompass the economic actors - including both sellers and buyers whose conduct most strongly influences the nature and magnitude of competitive effects. To ensure that antitrust analysis takes account of a broad enough set of products to evaluate whether a transaction is likely to lead to a substantial lessening of competition, defining relevant markets in horizontal merger cases frequently begins by identifying a collection of products or set of services over which a hypothetical monopolist profitably could impose a small but significant and non-transitory increase in price. Here, the United States's investigation revealed that major concert venues would have no alternatives to primary ticketing services if prices were to rise significantly above the levels that would have prevailed but for the proposed transaction, so the hypothetical-monopolist test would exclude all other products or services from the relevant market. But that is not the end of the market-definition exercise. When seliers are unable to set different terms of sale for different buyers, all buyers will face similar competitive effects, and a relevant product market properly (if implicitly) encompasses not only all sellers of the relevant product, but all buyers as well. But when different buyers may experience different competitive effects, a well-defed product market encompassing fewer than all buyers can focus antitrust analysis appropriately on those buyers most vulnerable to suffering probable and significant competitive harm. It also avoids conflating in that analysis those buyers whose prices are likely to be significantly affected with others who are unlikely to be harmed substantially. One situation in which different buyers experience different effects involves price discrimination, such as when sellers are able to charge different prices to different buyers for equivalent products. Sellers can price discrinate when they are able to identify and target vulnerable buyers for price increases and when buyers facing low prices cannot resell to those facing higher prices. Both conditions are present here. Venues and primary ticketing companies individually negotiate their contracts, and the terms of those contracts typically make it impossible for venues to resell (arbitrage) primary ticketing services. Because primary ticketing companies can price discriminate among different venues, the proposed transaction could affect different classes of venues differently, and antitrust analysis requires attention to those venues with few alter- native primary ticketing providers to Ticketmaster and Live Nation because, if the proposed transaction were con- summated, their real-world choices would be reduced differently than would be other venues' options.

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Major concert venues require more sophisticated primary ticketing services than other venues, so each tends to select a primary ticketing company with an established reputation for providing good service to similar venues. Ticketmaster has shown that its primary ticketing platform is able to withstand the heavy transaction volume associated with the first hours when tickets to popular concerts become available to concertgoers (“high-volume on-sales “), offer inte- grated marketing capabilities, and otherwise provides proven, high-quality service to venues. When the proposed transaction was announced, Live Nation was building experience selling tickets to concerts at its own venues as a way to demonstrate to other venues that its primary ticketing platform also performed well. No primary ticketing company other than Ticketmaster and Live Nation has amassed or likely could have amassed in the near term sufficient scale to develop a reputation for successfully delivering similarly sophisticated primary ticketing services. Additionally, Live Nation planned to compete for primary ticketing contracts with major concert venues, but had less interest in serving non-concert venues outside its historically core concert expertise. Because they would have no equally attractive alternative primary ticketing provider to the merged firm, and because they would have benefited more from compe- tition between Ticketmaster and Live Nation, major concert venues are more vulnerable than smaller venues to an- ticompetitive harms caused by the proposed transaction, and a well-defined relevant market should not encompass customers other than major concert venues. For example, a high school that hires a student to sell tickets to one of its musical productions could be said to be buying “primary ticketing services,” but the relevant market can exclude such other venues because there is no significant risk that sales to them would affect Defendants' ability to exercise market power over major concert venues. Antitrust analysis also must consider the geographic dimensions of competition. Section 7 protects against harm to competition “in any section of the country.” 15 U.S.C. § 18. Here, domestic anticompetitive harms would be expe- rienced by major concert venues located throughout the United States. Because the merged firm could price disimi- nate, any effects of the proposed transaction on foreign venues would be distinct from any effects on domestic venues. Thus, including only major concert venues located in the United States within the relevant market poses no risk of omitting buyers whose inclusion would significantly alter the antitrust analysis.!*N% FN3. In this case, there are not significant transportation costs associated with the relevant services, so sellers' locations do little to inform the market-definition inquiry, though they are not irrelevant to antitrust analysis. To the contrary, only sellers capable of serving major concert venues located in the United States can com- pete with Defendants in the relevant market. Many of those sellers are located within the United States, but some are foreign firms, as suggested by Live Nation adaptation of a European primary ticketing platform for use in the United States, which is discussed below. Foreign sellers historically have not competed effectively in the United States because of the significant investments required to enter the domestic market. Still, Live Nation’S example suggests that, with a significant investment of time and money, foreign primary ticketing companies might be capable of adapting their products for U.S. customers. In short, the sale of primary ticketing services to major concert venues in the United States is a well-defined relevant market for the purpose of analyzing the effects of the proposed transaction. D. The Competitive Effects of the Proposed Transaction Until 2009, Ticketmaster dominated the market for primary ticketing services to major concert venues in the United States with greater than 80% market share. The only other primary ticketing companies with greater than a 1% share in 2008 were Tickets.com (4%), Front Gate Tickets (3%), New Era Tickets (2%), Live Nation (2%),*™4) and Tessitura (1%). Ticketmaster's largest customer for primary ticketing services was Live Nation, the owner or operator of venues representing about 15% of capacity at all major concert venues in the United States in 2008. Ticketmaster renews its primary ticketing contracts at a very high rate. Even though Ticketmaster's distribution costs have declined dramati- cally as concertgoers have shifted their purchases toward the internet and away from traditional sales channels, the ticketing fees retained by Ticketmaster have not fallen, and Ticketmaster has continued to enjoy large profit margins on its primary ticketing business for many years.

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These margins have persisted because they are protected by high barriers to other companies successfully, substan- tially, and profitably entering or attempting to expand in the market for primary ticketing services to major concert venues. First, the platforms required to provide primary ticketing services to major concert venues are technologically complicated and expensive to develop and deploy. Second, major concert venues are reluctant to enter long-term exclusive contracts with new primary ticketing companies because they lack Ticketmaster's established reputation for capably handling high-volume on-sales and providing high-quality service to venues. Third, the costs of installing and training employees to use new equipment make it expensive for venues to switch between primary ticketing compa- nies. Fourth, because there are high fixed costs to develop and maintain a primary ticketing platform, entrants struggle to obtain sufficient scale to compete successfully with Ticketmaster on price. Fifth, Ticketmaster's scale provides another important incumbent advantage over other firms- extensive data about individual concertgoers collected over many years. Ticketmaster can use that data as a powerful marketing tool to secure venue contracts for primary tick- eting services. Sixth, Ticketmaster's practice of signing long-term exclusive contracts with venues limits how quickly other firms can amass sufficient scale to compete effectively with Ticketmaster on any of these dimensions. FN4. Before 2009, by virtue as its position as a promoter, Live Nation received roughly 10% of the tickets to concerts it promoted, and it sold those tickets to concertgoers through its MusicToday subsidiary and a platform licensed from eTix. Live Nation also used the MusicToday platform to provide primary ticketing services to a few small venues. By 2008, Ticketmaster's longstanding dominance faced a major threat. Live Nation was better positioned to overcome the entry barriers discussed above than any other existing or potential competitor because it could achieve sufficient scale to compete effectively with Ticketmaster simply by ticketing its own venues. Live Nation also possessed a unique competitive advantage in that it could bundle access to important concerts with its ticketing service. Recog- nizing Live Nation's potential to disrupt its dominant position in the market for primary ticketing services, Ticket- master attempted to renew Live Nation's primary ticketing contract before its December 31, 2008 expiration. But Live Nation instead chose to license technology from CTS Eventim AG (“CTS”) that would enable it to sell concert tickets to its own venues beginning in 2009 and to compete with Ticketmaster for other venues' primary ticketing contracts in the future. This competition began even before Live Nation's contract with Ticketmaster expired. On September 11, 2008, Live Nation announced that SMG - the largest venue management company in the United States, with the ability to control or influence the selection of primary ticketing companies at more than 40 major concert venues - had agreed to use Live Nation's primary ticketing services, if Live Nation could provide a primary ticketing platform comparable to other leading primary ticketing companies. SMG was Ticketmaster's third largest customer (behind only Live Nation and Anschutz Entertainment Group, Inc.), but it switched to Live Nation because SMG expected that, if it used Live Nation's primary ticketing services, Live Nation would use its strength in promotions to bring more concerts to SMG-managed venues. On October 14, 2008, Live Nation announced that it would provide primary ticketing services to New York City's Roseland Ballroom, another former Ticketmaster client. By 2009, Live Nation provided primary ticketing services to more than 15% of the capacity at major concert venues in the United States. Ticketmaster responded to competition from Live Nation in several ways. First, it offered more attractive renewal terms to customers with expiring contracts than it had customarily offered in order to lock customers into long-term deals before Live Nation could sign them. Second, Ticketmaster acquired a controlling interest in Front Line on Oc- tober 23, 2008. Front Line's strength in artist management enabled Ticketmaster for the first time to offer venues a package of primary ticketing services and concert content that could rival Live Nation's ticketing-and-content pack- age. Finally, Ticketmaster moved to eliminate Live Nation entirely as a competitor by agreeing to the proposed transaction less than two months after Live Nation began ticketing with the CTS platform. The proposed transaction would extinguish competition between Ticketmaster and Live Nation and thereby eliminate the financial benefits that venues enjoyed during the brief period when Live Nation was poised to challenge Ticket- master's dominance. The proposed transaction would also diminish innovation in primary ticketing services because

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the merged firm would have reduced incentives to develop new features. Further, the proposed transaction would result in even higher barriers to entry and expansion in the market for primary ticketing services. In addition to the long-standing entry barriers discussed above, the merged firm's ability to bundle primary ticketing services (implicitly or explicitly) with access to artists managed by Front Line and/or promoted by Live Nation would require competitors to offer venues both primary ticketing services and access to content in order to compete most effectively. Defendants have asserted that the proposed transaction will generate efficiencies sufficient to counteract any anti- competitive effects. More specifically, they have contended that the vertical integration of Ticketmaster and Live Nation's complementary businesses will reduce the number of industry participants who currently must be compen- sated for a concert to be produced and, thus, will allow the merged entity to reduce the prices paid by venues for primary ticketing services and by concertgoers for tickets. While appreciating that vertical integration may benefit consumers in some situations, the United States does not fully credit Defendants’ efficiency claims because they each could realize many of the asserted efficiencies without consummating the proposed transaction. Ticketmaster and Live Nation each already had expanded vertically before they agreed to the proposed transaction, and but for the proposed transaction, venues and concertgoers would have continued to enjoy the benefits of competition between two verti- cally integrated competitors. A vertically integrated monopoly is less likely to spur innovation and efficiency than competition between vertically integrated firms, and a vertically integrated monopoly is unlikely to pass the benefits of innovation and efficiency onto consumers. Defendants also contended that Live Nation's impact on ticketing would be minimal because of shortcomings in Live Nation's ticketing platform, including the absence of a season ticketing component, which is important for a number of venues. Though the CTS platform was originally designed for use in Europe, Live Nation and CTS have invested heavily to adapt it for use in the United States. In the first six months of 2009, Live Nation used the CTS platform to sell more than 6 million tickets to concerts at its U.S. venues. Before entering the proposed transaction, Live Nation had planned to continue improving the CTS platform, including developing a season ticketing component, to make it more attractive to potential third-party venue clients in the United States. III. EXPLANATION OF THE PROPOSED FINAL JUDGMENT The proposed Final Judgment will eliminate the anticompetitive effects of the proposed transaction in the market for primary ticketing services to major concert venues in four principal ways. First, the Final Judgment will enable Anschutz Entertainment Group, Inc. (“AEG “) to become a new, independent, economically viable, and vertically integrated competitor in the market for primary ticketing services to major concert venues. AEG is the second largest promoter in the United States (behind Live Nation), promoting shows representing about 14% of concert revenues at major concert venues in 2008. No company other than AEG or Live Nation pro- motes concerts representing more than 4% of the concert revenues from major concert venues. AEG also owns, op- erates, or manages more than 30 major concert venues, representing about 8% of the capacity at major U.S. concert venues, and it can select (or influence the selection of) the primary ticketing company for those venues. In addition, AEG owns one-half of an important artist management firm with several popular clients, including Justin Timberlake and the Jonas Brothers. Due to its significant presence in promotions, venues, and artist management, AEG is the company best positioned to achieve the necessary scale, overcome the other entry bariers discussed above, and compete successfully with the merged form in the market for primary ticketing services to major concert venues. The Final Judgment facilitates AEG's entry through a two-stage process that gives it access to Ticketmaster's core primary ticketing platform, which AEG can then use to service its own venues and to sell primary ticketing services to third-party venues. In the first stage, which must begin within six months of the proposed transaction’s consummation and may continue for up to five years, the Final Judgment requires Defendants to provide AEG with its own branded website based on Ticketmaster's Host platform, including any upgrades and enhancements (the “AEG Site”). AEG has the right to use the AEG Site to sell tickets to events at specified venues it currently owns, operates, and manages as well as to events at any other venues from which AEG secures the right to provide primary ticketing services. Though

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AEG must pay Defendants royalties for each ticket sold through the AEG Site, those royalties are below the average rate Ticketmaster currently charges, and Defendants have no control over AEG's final prices. These provisions im- mediately provide AEG incentives to compete with Defendants and diminish the risk that AEG would be unable to compete successfully had it attempted to deploy a less established primary ticketing platform. The Final Judgment also requires Defendants to provide AEG with an option to acquire a perpetual, fully paid-up license to the then-current version of Ticketmaster's Host platform, including a copy of the source code, which De- fendants must install and then support during the first six months after its installation. AEG is permitted to exercise this option within four years of the proposed transaction's consummation, which will allow AEG to assume full re- sponsibility for operating its own primary ticketing business, independently of Defendants. The Final Judgment gives AEG incentives to exercise its option to acquire a copy of Host (or to develop or acquire a competing primary ticketing platform) by prohibiting Defendants from providing primary ticketing services to AEG's . venues after AEG's right to use the AEG Site expires. That provision is critical to preserving competition in the pri- mary ticketing services market because it guarantees that, within five years, AEG will have to either supply its own primary ticketing services or obtain them from some company other than the merged firm. Because AEG cannot rely indefinitely on the AEG Site, it will have incentives to plan for the future. Even if AEG's plans do not involve exer- cising its option to acquire a copy of Host, the Final Judgment will preserve competition because AEG will have to contract for primary ticketing services with one of Defendants’ rivals. AEG's ticket volume would give that primary ticketing company sufficient scale and credibility to compete effectively with the merged firm. Second, the Final Judgment's requirement that Defendants divest Ticketmaster's entire Paciolan business will establish another independent and economically viable competitor in the market for primary ticketing services to major concert venues. Ticketmaster currently licenses its Paciolan platform both directly to venues representing 3% of major U.S. concert venue capacity and to other primary ticketing companies that sublicense the Paciolan platform to venues representing an additional 4% of the relevant market. Before consummating the proposed transaction, Defendants must enter a letter of intent to divest to Comcast-Spectacor, L.P. (“Comcast-Spectacor”) the entire Paciolan business, including all intellectual property in the Paciolan platform and ail contracts with venue and primary ticketing company licensees of that platform. Through its New Era Tickets (“New Era”) subsidiary, which currently licenses the Paciolan platform from Ticketmaster, Comcast-Spectacor already provides primary ticketing services to venues representing 2% of major concert venue capacity. In addition to its interest in New Era, Comcast-Spectacor owns 2 major U.S. concert venues and manages 15 others. When combined with New Era's ticketing business and Comcast-Spectacor's venue presence, the Paciolan business that the Final Judgment requires Defendants to divest would provide Com- cast-Spectacor sufficient scale to compete effectively and independently with the merged firm in the market for pri- mary ticketing services to major concert venues. Comcast-Spectacor and others have contended that the movement in primary ticketing services will be towards “self-enablement” models, such as Paciolan, which allow a venue to manage its own ticketing platform. Within 60 days of signing the letter of intent, the Paciolan business must be divested in such a way as to satisfy the United States in its sole discretion, and in consultation with the Plaintiff states, that the operations can and will be operated by Comcast-Spectacor or an alternative purchaser as a viable, ongoing business that can compete effectively in the relevant market. Defendants must take all reasonable steps necessary to accomplish the divestiture quickly and shall cooperate with any prospective purchaser. In the event that Defendants do not accomplish the Paciolan divest- iture in a timely fashion, the Final Judgment provides that the Court will appoint a trustee selected by the United States to effect the divestiture. If a trustee is appointed, the proposed Final Judgment provides that Defendants will pay all costs and expenses of the trustee. The trustee's commission will be structured so as to provide an incentive for the trustee based on the price obtained and the speed with which the divestiture is accomplished. After his or her ap- pointment becomes effective, the trustee will file monthly reports with the Court and the United States setting forth his or her efforts to accomplish the divestiture. At the end of six months, if the divestiture has not been accomplished, the trustee and the United States will make recommendations to the Court, which shall enter such orders as appropriate, in order to carry out the purpose of the trust, including extending the trust or the term of the trustee's appointment.

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Third, the Final Judgment prohibits Defendants from engaging in certain conduct that would impede effective com- petition from equally efficient rivals that may or may not be not vertically integrated. Thus, the Final Judgment pro- scribes retaliation against venue owners who contract or consider contracting for primary ticketing services with Defendants’ competitors. The Final Judgment also prohibits Defendants from explicitly or practically requiring venues to take their primary ticketing services if the venues only want to obtain concerts the Defendants promote or concerts by artists the Defendants manage, and it likewise prohibits Defendants from explicitly or practically requiring venues to take concerts they promote or concerts by artists they manage if those venues only want to obtain the Defendants’ primary ticketing services. These provisions preserve the ability of primary ticketing companies that do not also have access to content (and promoters and artist managers that do not also provide primary ticketing services) to continue competing with Defendants. Elsewhere, the Final Judgment prevents Defendants from abusing their position in the primary ticketing market to impede competition among promoters and artist managers by requiring that Defendants either refrain from using certain ticketing data in their non-ticketing businesses or provide that data to other promoters and artist managers. Finally, the Final Judgment mandates that Defendants provide any current primary ticketing client with that client's ticketing data promptly upon request, if the client chooses not to renew its primary ticketing contract. That provision reduces venues’ switching costs and lowers barriers to other companies competing for De- fendants' primary ticketing clients because it ensures that those venue clients will not be forced to relinquish valuable data if they decide to switch primary ticketing service providers. Fourth, the Final Judgment requires Defendants to notify the United States at least thirty days before acquiring any assets of or any interest in any firm engaged in providing primary ticketing services in the United States, regardless of whether the acquisition would otherwise be subject to reporting pursuant to the Hart-Scott-Rodino Antitrust Im- provements Act of 1976, as amended, 15 U.S.C. § 18a. If the United States requests additional information within thirty days of the Defendants notifying it of an acquisition, the Final Judgment prohibits Defendants from consum- mating the acquisition until twenty days after providing the requested information. These provisions facilitate the vigilant and effective oversight that will be necessary to guard against the potential for Defendants to frustrate the purposes of the Final Judgment. In short, the Final Judgment will eliminate the anticompetitive effects of the proposed transaction in the provision of primary ticketing services to major concert venues in the United States while preserving the possibility of efficien- cy-enhancing vertical integration in the concert industry and also preserving competition from Defendants’ non-vertically integrated rivals. IV. REMEDIES AVAILABLE TO POTENTIAL PRIVATE LITIGANTS Section 4 of the Clayton Act, 15 U.S.C. § 15, provides that any person who has been injured as a result of conduct prohibited by the antitrust laws may bring suit in federal court to recover three times the damages the person has suffered, as well as costs and reasonable attorneys’ fees. Entry of the proposed Final Judgment will neither impair nor assist the bringing of any private antitrust damage action. Under the provisions of Section 5(a) of the Clayton Act, 15 U.S.C. § 16(a), the proposed Final Judgment has no prima facie effect in any subsequent private lawsuit that may be brought against Defendants. V. PROCEDURES AVAILABLE FOR MODIFICATION OF THE PROPOSED FINAL JUDGMENT The United States and Defendants have stipulated that the proposed Final Judgment may be entered by the Court after compliance with the provisions of the APPA, provided that the United States has not withdrawn its consent. The APPA conditions entry upon the Court's determination that the proposed Final Judgment is in the public interest. The APPA provides a period of at least sixty (60) days preceding the effective date of the proposed Final Judgment within which any person may submit to the United States written comments regarding the proposed Final Judgment.

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Any person who wishes to comment should do so within sixty (60) days of the date of publication of this Competitive Impact Statement in the Federal Register, or the last date of publication in a newspaper of the summary of this Competitive Impact Statement, whichever is later. All comments received during this period will be considered by the United States Department of Justice, which remains free to withdraw its consent to the proposed Final Judgment at any time prior to the Court's entry of judgment. The comments and the response of the United States will be filed with the Court and published in the Federal Register. Written comments should be submitted to: John R. Read Chief, Litigation III Section Antitrust Division United States Department of Justice 450 Fifth Street, NW, Suite 4000 Washington, DC 20530 The proposed Final Judgment provides that the Court retains jurisdiction over this action, and the parties may apply to the Court for any order necessary or appropriate for the modification, interpretation, or enforcement of the Final Judgment. VI. ALTERNATIVES TO THE PROPOSED FINAL JUDGMENT The United States considered, as an alternative to the proposed Final Judgment, a settlement that would have required Defendants to divest the current set of divestiture assets to Comcast-Spectacor. The United States rejected that set- tlement because it would not have been as effective as the remedy embodied in the proposed Final Judgment at rep- licating the competitive dynamics that would have prevailed in the market for primary ticketing services had the proposed transaction not occurred. As another alternative to the proposed Final Judgment, the United States considered a full trial on the merits against Defendants. The United States could have continued the litigation and sought preliminary and permanent injunctions against Defendants’ merger. The United States is satisfied, however, that the divestiture of assets and prohibitions of anticompetitive practices described in the proposed Final Judgment will preserve competition for the provision of primary ticketing services to major concert venues in the United States. Thus, the proposed Final Judgment □□□□□ protect competition as effectively as would any remedy available through litigation, but avoids the time, expense, and uncertainty of a full trial on the merits of the Complaint. VII. STANDARD OF REVIEW UNDER THE APPA FOR THE PROPOSED FINAL JUDGMENT The Clayton Act, as amended by the APPA, requires that proposed consent judgments in antitrust cases brought by the United States be subject to a sixty-day comment period, after which the court shall determine whether entry of the proposed Final Judgment “is in the public interest.” 15 U.S.C. § 16(e)(1). In making that determination, the court, in accordance with the statute as amended in 2004, is required to consider: (A) the competitive impact of such judgment, including termination of alleged violations, provisions for enforcement and modification, duration of relief sought, anticipated effects of alternative remedies actually considered, whether its terms are ambiguous, and any other competitive considerations bearing upon the adequacy of such judgment that the court deems necessary to a determination of whether the consent judgment is in the public interest; and (B) the impact of entry of such judgment upon competition in the relevant market or markets, upon the public gen- erally and individuals alleging specific injury from the violations set forth in the complaint including consideration of the public benefit, if any, to be derived from a determination of the issues at trial 15 U.S.C. § 16(e)(1)(A) & (B). In considering these statutory factors, the court's inquiry is necessarily a limited one as

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the goverment is entitled to “broad discretion to settle with the defendant within the reaches of the public interest.” United States v. Microsoft Corp., 56 F.3d 1448, 1461 (D.C. Cir. 1995); see generally United States v. SBC Commc'ns, Inc., 489 F. Supp. 2d 1 (D.D.C. 2007) (assessing public interest standard under the Tunney Act); United States v. InBev N.V./S.A., No. 08-1965 (JR), 2009-2 Trade Cas. (CCH) 176,736, 2009 U.S. Dist. LEXIS 84787, at *3 (D.D.C. Aug. 11, 2009) (noting that the court's review of a consent judgment is limited and only inquires “into whether the government's determination that the proposed remedies will cure the antitrust violations alleged in the complaint was reasonable, and whether the mechanism to enforce the final judgment are clear and manageable.).!*N°! FNS. The 2004 amendments substituted “shall” for “may” in directing relevant factors for court to consider and amended the list of factors to focus on competitive considerations and to address potentially ambiguous judgment terms. Compare 15 U.S.C. § 16(e) (2004), with 15 U.S.C. § 16(e)(1) (2006); see also SBC Commc'ns, 489 F. Supp. 2d at 11 (concluding that the 2004 amendments “effected minimal changes” to Tunney Act review). As the United States Court of Appeals for the District of Columbia Circuit has held, under the APPA a court considers, among other things, the relationship between the remedy secured and the specific allegations set forth in the gov- ernment's complaint, whether the decree is sufficiently clear, whether enforcement mechanisms are sufficient, and whether the decree may positively harm third parties. See Microsoft, 56 F.3d at 1458-62. With respect to the adequacy of the relief secured by the decree, a court may not “engage in an unrestricted evaluation of what relief would best serve the public.” United States v. BNS, Inc., 858 F.2d 456, 462 (9th Cir, 1988) (citing United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. 1981)); see also Microsoft, 56 F.3d at 1460-62; United States y. Alcoa, Inc., 152 F. Supp. 2d 37,40 (D.D.C. 2001); InBev, 2009 U.S. Dist LEXIS 84787 at *3 Courts have held that: [t]he balancing of competing social and political interests affected by a proposed antitrust consent decree must be left, in the first instance, to the discretion of the Attorney General. The court's role in protecting the public interest is one of insuring that the government has not breached its duty to the public in consenting to the decree. The court is required to determine not whether a particular decree is the one that will best serve society, but whether the settlement is “within the reaches of the public interest.” More elaborate requirements might undermine the effectiveness of antitrust en- forcement by consent decree. FN6. Cf. BNS, 858 F.2d at 464 (holding that the court's “ultimate authority under the [APPA] is limited to approving or disapproving the consent decree”); United States v. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975) (noting that, in this way, the court is constrained to “look at the overall picture not hypercriti- cally, nor with a microscope, but with an artist's reducing glass”). See generally Microsoft, 56 F.3d at 1461 (discussing whether “the remedies [obtained in the decree are] so inconsonant with the allegations charged as to fall outside of the ‘reaches of the public interest”’). Bechtel, 648 F.2d at 666 (emphasis added) (citations omitted).!*N®! In determining whether a proposed settlement is in the public interest, a district court “must accord deference to the government's predictions about the efficacy of its remedies, and may not require that the remedies perfectly match the alleged violations.” SBC Comme ‘ns, 489 F. Supp. 2d at 17; see also Microsoft, 56 F.3d at 1461 (noting the need for courts to be “deferential to the government's predictions as to the effect of the proposed remedies”); United States v. Archer-Daniels-Midland Co., 272 F. Supp. 2d 1, 6 (D.D.C. 2003) (noting that the court should grant due respect to the United States’ prediction as to the effect of proposed remedies, its perception of the market structure, and its views of the nature of the case). Courts have greater flexibility in approving proposed consent decrees than in crafting their own decrees following a finding of liability in a litigated matter. “[A] proposed decree must be approved even if it falls short of the remedy the court would impose on its own, as long as it falls within the range of acceptability or is ‘within the reaches of public interest.”’ United States v. Am. Tel. & Tel. Co., 552 F. Supp. 131, 151 (D.D.C. 1982) (citations omitted) (quoting United States y. Gillette Co., 406 F. Supp. 713, 716 (D. Mass. 1975)), aff'd sub nom. Maryland v. United States, 460 U.S. 1001 (1983); see also United States v. Alcan Aluminum Ltd., 605 F. Supp. 619, 622 (W.D. Ky. 1985) (approving the consent decree even though the court would have imposed a greater remedy). To meet this standard, the United

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States “need only provide a factual basis for concluding that the settlements are reasonably adequate remedies for the alleged harms.” SBC Comme ‘ns, 489 F. Supp. 2d at 17. Moreover, the court's role under the APPA is limited to reviewing the remedy in relationship to the violations that the United States has alleged in its Complaint, and does not authorize the court to “construct [its] own hypothetical case and then evaluate the decree against that case.” Microsoft, 56 F.3d at 1459; see also InBev, 2009 U.S. Dist. LEXIS 84787, at *20 (“[T]he ‘public interest’ is not to be measured by comparing the violations alleged in the complaint against those the court believes could have, or even should have, been alleged.”). Because the “court's authority to review the decree depends entirely on the government's exercising its prosecutorial discretion by bringing a case in the first place,” it follows that “the court is only authorized to review the decree itself,” and not to “effectively redraft the complaint” to inquire into other matters that the United States did not pursue. Microsoft, 56 F.3d at 1459-60. As this Court recently confirmed in SBC Communications, courts “cannot look beyond the complaint in making the public interest determination unless the complaint is drafted so narrowly as to make a mockery of judicial power.” SBC Comme'ns, 489 F. Supp. 2d at 15. In its 2004 amendments, Congress made clear its intent to preserve the practical benefits of utilizing consent decrees in antitrust enforcement, adding the unambiguous instruction that “[nJothing in this section shall be construed to require the court to conduct an evidentiary hearing or to require the court to permit anyone to intervene.” 15 U.S.C. § 16(e)(2). The language wrote into the statute what Congress intended when it enacted the Tunney Act in 1974, as Senator Tunney explained: “[t]he court is nowhere compelled to go to trial or to engage in extended proceedings which might have the effect of vitiating the benefits of prompt and less costly settlement through the consent decree process.” 119 Cong. Rec. 24,598 (1973) (statement of Senator Tunney). Rather, the procedure for the public interest determination is left to the discretion of the court, with the recognition that the court's “scope of review remains sharply proscribed by precedent and the nature of Tunney Act proceedings.” SBC Comme'ns, 489 F. Supp.2d at 11.!°87) FN7. See United States vy. Enova Corp., 107 F. Supp. 2d 10, 17 (D.D.C. 2000) (noting that the “Tunney Act expressly allows the court to make its public interest determination on the basis of the competitive impact statement and response to comments alone”); United States v. Mid-Am. Dairymen, Inc., 1971-1 Trade Cas. (CCH) { 61,508, at 71,980 (W.D. Mo. 1977) (“Absent a showing of corrupt failure of the government to discharge its duty, the Court, in making its public interest finding, should ... carefully consider the explana- tions of the government in the competitive impact statement and its responses to comments in order to de- termine whether those explanations are reasonable under the circumstances.”); S. Rep. No. 93-298, 93d Cong., Ist Sess., at 6 (1973) (“Where the public interest can be meaningfully evaluated simply on the basis of briefs and oral arguments, that is the approach that should be utilized.”) Vill. DETERMINATIVE DOCUMENTS In formulating the proposed Final Judgment, the United States considered the AEG/TM Technology Agreement, dated January 11, 2010 and attached hereto as Exhibit A,'FN*! to be a determinative document within the meaning of the APPA. FN8. The United States redacted competitively sensitive information and information unrelated to U.S. markets from the version of the AEG/TM Technology Agreement attached as Exhibit A. Dated: January 25, 2010 END OF DOCUMENT

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Ce to assure that competition is not substantially less- ened; United States District Court, District of Columbia. AND WHEREAS, the United States requires UNITED STATES of America, et al., Plaintiffs, defendants to make certain divestitures for the purpose y. of remedying the loss of competition alleged in the TICKETMASTER ENTERTAINMENT, INC., et Complaint, al., Defendants. AND WHEREAS, defendants have represented No. 1:10-cv-00139. to the United States that the divestitures required be- July 30, 2010. low can and will be made and that defendants will later raise no claim of hardship or difficulty as grounds Aaron D. Hoag, U.S. Department of Justice, Wash- for asking the Court to modify any of the divestiture ington, DC, for Plaintiffs. provisions contained below; Jennifer Lynn Giordano, Michael G. Egge, Joshua N. NOW THEREFORE, before any testimony s Holian, Karen E. Silverman, Latham & Watkins, LLP, raen, without trial or adjudication of any st □ of □□ : or law, upon cons 1€ parties, it is - Washington, DC, for Defendants. DERED, ADJUDGED AND DECREED: FINAL JUDGMENT Se us ROSEMARY M. COLLYER, District Judge. I, Jurisdiction WHEREAS, plaintiffs, United States of This Court has jurisdiction over the subject matter America, and the States of Arizona, Arkansas, Cali- of and each of the parties to this action. The Complaint fornia, Florida, Ulinois, lowa, Louisiana, Nebraska, states a claim upon which teliet may be granted Nevada, Ohio, Oregon, Rhode Island, Tennessee, against defendants under Section 7 of the Clayton Act, Texas, and Wisconsin, and the Commonwealths of as amended (15 U.S.C. § 18). Massachusetts and Pennsylvania (“Plaintiff States”) filed their Complaint on January 25, 2010, and IL. Definitions whereas the States of New Jersey and Washington As used in this Final Judgment: joined as Plaintiff States pursuant to an Amended Complaint filed January 28, 2010, the United States, A. “AEG” means Anschutz Entertainment Group, Plaintiff States, and defendants, Ticketmaster En- Inc., a company with its headquarters in Los Angeles, tertainment, Inc. and Live Nation, Inc., by their re- California, its successors and assigns, and its subsidi- spective attorneys, have consented to the entry of this aries, divisions, groups, affiliates, partnerships, and Final Judgment without trial or adjudication of any joint ventures, and their directors, officers, managers, issue of fact or law, and without this Final Judgment agents, and employees. constituting any evidence against or admission by any party regarding any issue of fact or law; B. “Acquirer” or “Acquirers” means the entity or entities to whom defendants divest the Divestiture AND WHEREAS, defendants agree to be bound Assets. by the provisions of this Final Judgment pending its approval by the Court; C. “Client Ticketing Data” means financial data relating to a ticketing client's events including on-sale AND WHEREAS, the essence of this Final dates for a client's events, the number of tickets sold Judgment is the prompt and certain divestiture of for the specific event, the proceeds from those sales certain rights or assets by the defendants and the im- for a specific event, ticket inventory that is made position of certain conduct restrictions on defendants, available on the Ticketmaster system, the number

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Page 2 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) and location of tickets that are sold, the amount for and (b) any employee whose primary responsibilities which the tickets are sold, pricing, marketing and solely include accounting, human resources, legal, promotions run for the event, the sales as a result of information systems, and/or finance. the marketing or promotions, and the status of the ticket inventory. “Client ticketing data” does not in- I. “Live Entertainment Event” means a live music clude data that Defendants collect through other concert for which tickets are sold to the public. means (e.g., website tracking, user group surveys, public sources). Client Ticketing Data does not in- K. “Live Nation” means defendant Live Nation, clude data that is made public by a client or third party. Inc., a Delaware corporation with its headquarters in Beverly Hills, California, its successors and assigns, *2 D. “Comeast-Spectacor” means Com- and its subsidiaries (whether partially or wholly cast-Spectacor, L.P., a company with its headquarters owned), divisions, groups, affiliates, partnerships, and in Philadelphia, Pennsylvania, its successors and as- joint ventures, and their directors, officers, managers, signs, and its subsidiaries, divisions, groups, affiliates, agents, and employees. partnerships, and joint ventures, and their directors, officers, managers, agents, and employees. L. “Merger” means the merger of Ticketmaster and Live Nation. E. “Condition” means to explicitly or practically require buyers to take one product or set of services if M. “Paciolan” means Paciolan, Inc., a Delaware they want to obtain a second product or set of services. corporation which is engaged in ‘the provision of In the absence of exp licit conditioning, providing the ticketing services to venues or other organizations buyer with an opportunity to buy the two products or under the Paciolan or Ticketmaster Irvine names, and sets of services separately is only conditioning if no «ht . which includes: reasonable buyer would be expected to accept the terms of the separate offers. 1. All tangible assets that comprise the Paciolan line F. “Covered Employee” means any employee of of business, including servers and other computer ee : ea hardware; research and development activities; all Defendants whose principal job responsibility in- fixed assets, personal property, inventory, office volves the operation or day-to-day management 0 f furniture, materials, supplies, and other tangible Defendants venues, concert promotions, or artist property and all assets used exclusively in connec- management services. tion with Paciolan; all licenses, permits and au- thorizations issued by any governmental organiza- G. “Defendants” means either defendant acting tion relating to Paciolan; all contracts, teaming ar- individually or both defendants acting collectively, as rangements, agreements, leases (including the lease appropriate. Where the Final Judgment imposes an to the Paciolan headquarters in Irvine, California), obligation to engage in or refrain from engaging in commitments, certifications, and understandings, certain conduct, that obligation shall apply as broadly relating to Paciolan, including supply agreements; as reasonable to each defendant individually, both all customer lists, contracts, accounts, and credit defendants acting together, and the merged firm. records; all repair and performance records and all other records relating to Paciolan; H. “Divestiture Assets” means the Ticketmaster Host Platform (via the binding agreement to license *3 2, All intangible assets used in the development, and to provide private label ticketing services to the distribution, production, servicing and sale of Paci- Ticketmaster Host Platform Acquirer as required in olan, including, but not limited to, all patents, con- Section IV.A) and Paciolan. tractual rights (including contractual rights to pro- vide ticketing services and employment contracts), I. “Exempted Employee” means any employee of licenses and sublicenses, intellectual property, Defendants who is not a Covered Employee, includ- copyrights, trademarks, trade names, service marks, ing: (a) any senior corporate officer, director or service names, technical information, computer manager with responsibilities that include oversight of software and related documentation, know-how, Defendants provision of Primary Ticketing Services; trade secrets, drawings, blueprints, designs, design

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Page 3 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) protocols, specifications for materials, specifica- R. “Ticket Buyer Data” means non-public iden- tions for parts and devices, safety procedures for the tifying information for ticket buyers for a specific handling of materials and substances, all research event (including, if provided, the buyer's name, phone data concerning historic and current research and number, e-mail address, and mailing address) that development relating to Paciolan, quality assurance Defendants collect in the course of providing a tick- and control procedures, design tools and simulation eting client's Primary Ticketing Services. Ticket capability, all manuals and technical information Buyer Data does not include data that Defendants defendants provide to their own employees, cus- collect solely through other means (e.g ., website tomers, suppliers, agents or licensees, and all re- tracking, user group surveys, public sources). search data concerning historic and current research and development efforts relating to Paciolan, in- *4 S. “Ticketmaster” means defendant Ticket- cluding, but not limited to, designs of experiments, master Entertainment, Inc., a Delaware corporation and the results of successful and unsuccessful de- with its headquarters in West Hollywood, California, signs and experiments. Preexisting commitments to its successors and assigns, and its subsidiaries transfer contractual rights from Paciolan to another (whether partially or wholly owned), divisions, entity that are specifically identified in the Paciolan groups, affiliates, partnerships, and joint ventures, and sales agreement are excluded from this definition. their directors, officers, managers, agents, and em- ployees. N. “Paciolan Acquirer” means the entity to whom defendants divest Paciolan. T. “Ticketmaster Host Platform” means the primary Ticketmaster software used by Ticketmas- O. “Primary Ticketing Services” means a collec- ter to sell primary tickets in the United States. The tion of services provided to venues or other customers Ticketmaster Host Platform includes the following to enable the initial sale of tickets for live entertain- software: Ticketmaster Classic Ticketing System ment events directly to customers and enable the val- (also called Ticketmaster Host); Ticketmaster.com idation of tickets at the venue to control access to the full website package; Access Management; payment event. processing and settlements; and PCI point of sale system (for phone and outlets). P. “Provide Live Entertainment Events” and “Provision of Live Entertainment Events” mean ser- U. “Ticketmaster Host Platform Acquirer” vices reasonably necessary to plan, promote, market means AEG, the entity with whom defendants will and settle a Live Entertainment Event, including but enter into a binding agreement to license the not limited to concert promotion services provided by Ticketmaster Host Platform. firms such as Live Nation and the provision of artists managed by firms such as Front Line. The Promotion V. “Venue Owner” means a person or company of Live Entertainment Events specifically does not that owns, operates, or manages one or more venues include the provision of primary ticketing services, that host Live Entertainment Events. venue management services and/or tour design and construction services. III. Applicability A. This Final Judgment applies to Ticketmaster Q. “Retaliate” means refusing to Provide Live and Live Nation, as defined above, and all other Entertainment Events to a Venue Owner, or Providing persons in active concert or participation with any of Live Entertainment Events to a Venue Owner on less them who receive actual notice of this Final Judgment favorable terms, for the purpose of punishing or dis- by personal service or otherwise. ciplining a Venue Owner because the Venue Owner has contracted or is contemplating contracting with a B. If, prior to complying with Sections IV and V company other than Defendants for Primary Ticketing of this Final Judgment, Defendants sell or otherwise Services. The term “Retaliate does not mean pursu- dispose of all or substantially all of their assets or of ing a more advantageous deal with a competing Venue lesser business units that include the Divestiture As- Owner. sets, they shall require the purchaser to be bound by the provisions of this Final Judgment. Defendants

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Page 4 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) need not obtain such an agreement from the Acquirers Platform Acquirer to compete effectively against of the assets divested pursuant to this Final Judgment. Ticketmaster to secure contracts for the provision of Primary Ticketing Services. The private label IV. Divestiture ticketing agreement shall give the Ticketmaster A. Defendants are ordered and directed not to Host Platform Acquirer all control over the ticketing consummate the Merger until they have entered into a fees charged individual consumers or clients of the binding agreement to license the Ticketmaster Host Ticketmaster Host Platform Acquirer for tickets Platform to the Ticketmaster Host Platform Acquirer sold pursuant to the agreement and Defendants shall and to provide private label ticketing services to the have no right or ability to set these ticketing fees. Ticketmaster Host Platform Acquirer in a manner Ticketmaster shall, at the request of the Ticket- consistent with this Final Judgment and with the fol- master Host Platform Acquirer, post on the main lowing terms and conditions: Ticketmaster public website links to events sold under the private label ticketing agreement, subject 1. The agreement shall include the option, exercis- to reasonable, non-discriminatory, and customary able at the discretion of the Ticketmaster Host terms and conditions. Ticketmaster shall customize Platform Ac quirer, to acquire a non-exclusive, a separate website for the Ticketmaster Host Plat- perpetual, fully-paid up license to the Ticketmaster form Acquirer with branding, look, and feel to be Host Platform. The license shall include a copy of determined by the Ticketmaster Host Platform the source code of the Ticketmaster Host Platform Acquirer. The private label ticketing SETVICES as and shall permit the Ticketmaster Host Platform described in this Section shail be operational within Acquirer to modify the software in any manner SIX months from the date that the binding agreement without limitation and without any requirement to to license Ticketmaster Host Platform becomes license back any improvements to Defendants. If effective. the option is exercised, Defendants shall promptly begin the installation of a fully functional ticketing B. Defendants shall implement the Ticketmaster system and website in the facilities of the Ticket- Host Platform binding agreement required by Section master Host Platform Acquirer and shall complete IV.A and any resulting Ticketmaster Host Platform the installation within a reasonable time pursuant to license in a manner consistent with the terms of Sec- a schedule subject to approval by the United States, tion IV.A. Defendants shall comply with the terms of after consultation with Plaintiff States. Defendants the Ticketmaster Host Platform binding agreement shall warrant that the system is current as of the time required by Section IV.A and any resulting Ticket- of installation and operational for use in providing master Host Platform license, provided that nothing Primary Ticketing Services. Defendants shall pro- in the Ticketmaster Host Platform binding agreement vide reasonable training and support to enable the or resulting Ticketmaster Host Platform license can Ticketmaster Host Platform Acquirer to operate relieve Defendants of any obligations imposed by this the software and to understand the source code so Final Judgment. that it can make independent changes to the code. The license shall permit the Ticketmaster Host C. Defendants shall, as soon as possible, but Platform Acquirer to transfer the license following within one business day after completion of the rele- the complete installation of the Ticketmaster Host vant event, notify the United States and Plaintiff States Platform. The scope of use of the license shall be at of: (I) the effective date of the Merger and (2) the least the United States. effective date of the binding agreement to license to the Ticketmaster Host Platform Acquirer. *5 2. The agreement shall include a private label ticketing agreement pursuant to which Ticketmas- D. If the Ticketmaster Host Platform Acquirer ter shall provide private label ticketing services to exercises its option to license the Ticketmaster Host the Ticketmaster Host Platform Acquirer for a pe- Platform, Defendants shall waive any non-compete riod of no more than five years from the date of agreements that would prevent any employee of De- execution of the license. The private label ticketing fendants whose primary responsibility is the devel- agreement shall be on such reasonable terms and opment or operation of the Ticketmaster Host Plat- conditions that will enable the Ticketmaster Host form from joining the Ticketmaster Host Platform

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Page 5 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) Acquirer. G. Defendants shall permit the Paciolan Acquirer to have reasonable access to personnel and to make E. Defendants are ordered and directed, concur- inspections of the physical facilities of Paciolan; ac- rently with the closing of the Merger, to enter into a cess to any and all environmental, zoning, and other Letter of Intent to divest Paciolan to Com- permit documents and information; access to any and cast-Spectacor in a manner consistent with this Final all financial, operational, or other documents and Judgment. Within sixty (60) calendar days of closing information customarily provided as part of a due the Merger, Defendants shall complete the divestiture diligence process. of Paciolan in a manner consistent with this Final Judgment to Comcast-Spectacor or an alternative H. Defendants shall warrant to the Paciolan Ac- Acquirer acceptable to the United States, in its sole quirer that each asset it acquires will be operational on discretion, after consultation with Plaintiff States. the date of sale. Defendants agree to use their best efforts to divest the Divestiture Assets as expeditiously as possible. I. Defendants shall warrant to the Paciolan Ac- quirer that there are no material defects in the envi- *6 F, Defendants shall provide the United States ronmental, zoning, or other permits pertaining to the and the Paciolan Acquirer information relating to the operation of Paciolan, and that following the sale of personnel involved in the production, operation, de- Paciolan, defendants will not undertake, directly or velopment and sale of Paciolan at any time since indirectly, any challenges to the environmental, zon- Ticketmaster acquired Paciolan to enable the Pacio- ing, or other permits relating to the operation of Paci- lan Acquirer to make offers of employment. Defend- olan. ants will not interfere with any negotiations by the Paciolan Acquirer to employ any defendant employee J. Defendants shall not take any action that will whose primary responsibility is the production, oper- impede in any way the permitting, operation, use, or ation, development, and sale of Paciolan, and shall divestiture of the Divestiture Assets. waive any non-compete agreements that would pre- vent any such employee from joining the Paciolan K. Unless the United States otherwise consents in Acquirer. Nothing in this Section shall prohibit de- writing, after consultation with Plaintiff States, the fendants from making offers of continued employ- divestitures pursuant to Section IV of this Final ment to, continuing to employ, or continuing to use the Judgment shall include the entire Divestiture Assets, SEVICeS of any of their emp loyees, including person- and shall be accomplished in such a way as to satisfy nel involved in the production, operation, develop- the United States, in its sole discretion, after consul- ment and marketing of Paciolan and its ticketing SyS- tation with Plaintiff States, that the Divestiture Assets tem, subject to the overarching limitation that the can and will be used by the Acquirer(s) as part of a agreement to sell Paciolan to the Paciolan Acquirer viable, ongoing business, engaged in providing Pri- must ensure that the Paciolan Acquirer will be able to mary Ticketing Services. Divestiture of the Divesti- adequately staff Paciolan in a manner that enables the ture Assets may be made to one or more Acquirers, Paciolan Acquirer to successfully compete as a Pro- provided that in each instance it is demonstrated to the vider of Primary Ticketing Services, as determined by sole satisfaction of the United States, after consulta- United States in Its sole discretion. In addition, noth- tion with Plaintiff States, that the Divestiture Assets ing in this Section shall prohibit defendants from will remain viable and the divestiture of such assets maintaining any reasonable restrictions on the dis- will remedy the competitive harm alleged in the closure by an employee who accepts an offer of em- Complaint. The divestitures, whether pursuant to ployment with the Paciolan Acquirer of the defend- Section IV or Section V of this Final Judgment, ants' proprietary non-public information that is (1) not otherwise required to be disclosed by this Final . □ Judgment, (2) related solely to the defendants’ busi- *7 i. shall be made to an Acquirer(s) that, in the nesses and clients, and (3) not related to the produc- United States s sole judgment, after consultation tion, operation, development, and marketing of Paci- with Plaintiff States, has the intent and capability olan and its ticketing system. (including the necessary managerial, operational, technical and financial capability) of competing effectively in the business of providing Primary

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Page 6 Ship Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) Ticketing Services; and monies derived from the sale of the assets sold by the trustee and all costs and expenses so incurred. After 2. shall be accomplished so as to satisfy the United approval by the Court of the trustee's accounting, States, in its sole discretion, after consultation with including fees for its vetined and ose of pro- Plaintiff States, that none of the terms of any fessionals and agents retained by the trustee, all re- agreement between an Acquirer(s) and Defendants maining money shall be paid to defendants and the give Defendants the ability unreasonably to raise the thet shall then be terminated. he eee □□ Acquirer's costs, to lower the Acquirer's efficiency, trustee and any prolessionals and agents retaine or otherwise to interfere in the ability of the Ac- by the trustee shall be reasonable in light of the value quirer to compete effectively. of Paciolan and based on a fee arrangement providing the trustee with an incentive based on the price and V. Appointment of Trustee to Effect Divestiture terms oe aestiture and the speed with which it is A. If Defendants have not divested Paciolan as accomplished, but timeliness 1s paramount. specified in Section IV.E, defendants shall notify the United States of that fact in writing. Upon application _*8 F. Defendants shall use their best efforts to of the United States, the Court shall appoint a trustee assist the trustee in accomplishing the required di- selected by the United States and approved by the vestiture. The trustee and any consultants, account- Court to divest Paciolan in a manner consistent with ants, attorneys, and other persons retained by the this Final Judgment. Defendants consent to appoint- trustee shall have full and complete access to the ment of a trustee prior to entry of this Final Judgment per sonnel, Dooks, records, and facilities of the □□ if Paciolan has not been divested within the time pe- ness to o€ alvesied, including any information pro- riods provided in Section IV.E. vided to the United States during its investigation of the merger related to the business to be divested, and B. After the appointment of a trustee becomes defendants shall develop financial and other infor- effective, only the trustee shall have the right to sell reasonably request wvubject te reasonable wrowetien Paciolan. The trustee shall have the power and au- , : «acti : for trade secret or other confidential research, devel- thority to accomplish the divestiture to an Acquirer opment, or commercial information. Defendants shall acceptable to the United States, after consultation with in a □ f ith te : de the t Plaintiff States, at such cash price and on such terms as ta © no et inter eth oi OF tO Impede te □□□□□ are then obtainable upon reasonable effort by the tee's accomplishment of the divestiture. trustee, subject to the provisions of Sections IV, V, and VI of this Final Judgment, and shall have such G. After its appointment, the trustee shall file other powers as this Court deems appropriate. monthly reports with the United States, Plaintiff States, and the Court setting forth the trustee's efforts C. Subject to Section V.E of this Final Judgment to accomplish the divestiture ordered under this Final the trustee may hire at the cost and expense of d Judgment. To the extent such reports contain infor- fendants any investment bankers, attorneys, or other mation that the be file 4 fons confidential Such the agents, who shall be solely accountable to the trustee, c Such hall incl h dd reasonably necessary in the trustee's judgment to assist and telephone namber . f each person whe. durin “he in the divestiture. . preceding month, made an offer to acquire, expressed . an interest in acquiring, entered into negotiations to t D. Defendants na ee toa sale Py ae acquire, or was contacted or made an inquiry about Tustee any en obi other t at Fontan sma ‘he acquiring, any interest in Paciolan, and shall describe sance. □ such 0 ee he ce is ants tT he in detail each contact with any such person. The trus- conveyed in writing to the United states and the tee shall maintain full records of all efforts made to trustee within ten (10) calendar days after the trustee divest Paciolan has provided the notice required under Section VI. ,

E. Th hall h 4 H. If the trustee has not accomplished the divest- fd f ds trustee s h serve at t i oo oe he iture ordered under this Final Judgment within six (6) of detendants, on such terms and conditions as the months after its appointment, the trustee shall United States approves, and shall account for all

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Page 7 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) promptly file with the Court a report setting forth (1) provide written notice to defendants and the trustee, if the trustee's efforts to accomplish the required divest- there is one, stating whether or not it objects to the iture, (2) the reasons, in the trustee's judgment, why proposed divestiture. If the United States, after con- the required divestiture has not been accomplished, sultation with Plaintiff States, provides written notice and (3) the trustee's recommendations. To the extent that it does not object, the divestiture may be con- such reports contain information that the trustee summated, subject only to defendants' limited right to deems confidential, such reports shall not be filed in object to the sale under Section V.C of this Final the public docket of the Court. The trustee shall at the Judgment. Absent written notice that the United States same time furnish such report to the United States does not object to the proposed Acquirer(s) or upon which shall have the right to make additional rec- objection by the United States, a divestiture proposed ommendations consistent with the purpose of the trust. under Section IV or Section V shall not be consum- The Court thereafter shall enter such orders as it shall mated. Upon objection by defendants under Section deem appropriate to carry out the purpose of the Final V.D, a divestiture proposed under Section V shall not Judgment, which may, if necessary, include extending be consummated unless approved by the Court. the trust and the term of the trustee's appointment by a period requested by the United States. VIL Financing Defendants shall not finance all or any part of any VI. Notice of Proposed Divestiture purchase made pursuant to Section IV or V of this A. Within two (2) business days following exe- Final Judgment. cution of a definitive divestiture agreement, defend- ants shall notify the United States and Plaintiff States VIII. Hold Separate of any proposed divestiture required by Section IV of Until the divestiture required by this Final this Final Judgment. Within two (2) business days Judgment has been accomplished, defendants shall following execution of a definitive divestiture take all steps necessary to comply with the Hold agreement, the trustee shall notify the United States Separate Stipulation and Order entered by this Court. and Plaintiff States of any proposed divestiture re- Defendants shall take no action that would jeopardize quired by Section V of this Final Judgment. The notice the divestiture ordered by this Court. shall set forth the details of the proposed divestiture and list the name, address, and telephone number of IX. Anti-Retaliation Provision and Other Provi- each person not previously identified who offered or sions Designed to Promote Competition expressed an interest in or desire to acquire any own- A. Defendants shall not: ership interest in Paciolan, together with full details of the same. 1. Retaliate against a Venue Owner because it is was . known to Defendants that the Venue Owner is or is *9B. Within fifteen (15) calendar days of receipt contemplating contracting with a company other by the United States and Plaintiff States of such no- than Defendants for Primary Ticketing Services: tice, the United States may request from defendants, the proposed Acquirer(s), any other third party, or the we we trustee if applicable, additional information concern- 2. Condition or threaten to Condition the Provision ing the proposed divestiture, the proposed Acquirer(s), of Live Entertainment Events to a vi enue Owner and any other potential Acquirer. Defendants and the based on that Venue Owner refraining from con- trustee shall furnish any additional information re- tracting with a company other than Defendants for quested within fifteen (15) calendar days of the receipt Primary Ticketing Services; or of the request, unless the parties shall otherwise agree. 3. Condition or threaten to Condition the provision C. Within thirty (30) calendar days after receipt of of Primary Ticketing Services to a v enue Owner the notice or within twenty (20) calendar days after the based on that Venue Owner refraining from con- United States and Plaintiff States has been provided tracting wi tha company other than Defendants for the additional information requested from defendants, the Provision of Live Entertainment Events. □ the proposed Acquirer(s), any third party, and the trustee, whichever is later, the United States shall Nothing in this Section prevents Defendants from

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Page 8 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) bundling their services and products in any combina- Data or Ticket Buyer Data pursuant to the Primary tion or from exercising their own business judgment in Ticketing Services contract with the client, and/or its whether and how to pursue, develop, expand, or historical custom, practice, and course of dealing with compete for any ticketing, venue, promotions, artist the client; or (2) limit any rights the client would management, or any other business, so long as De- otherwise have to its Client Ticketing Data or Ticket fendants do so in a manner that is not inconsistent with Buyer Data pursuant to the Primary Ticketing Ser- the provisions of this Section. vices contract with Defendants and/or its historical custom, practice, and course of dealing with Defend- *10 Evidence that Defendants do or do not (a) bid ants. Defendants shall maintain Client Ticketing Data for, contract with, win, or retain a venue, artist, or and Ticket Buyer Data on behalf of its clients for no promoter as a client, and/or (b) promote a show or less than three (3) years. This provision only applies to shows in particular buildings or group of buildings contracts for Primary Ticketing Services in effect (even where similar shows historically have been prior to the entry of this Final Judgment. promoted in those buildings) is not alone sufficient to establish, or create a presumption of, a violation of this X. Affidavits Section. A. Within twenty (20) calendar days of the filing of the Complaint in this matter, and every thirty (30) B. Defendants shall not disclose to any Covered calendar days thereafter until the divestitures have Employee any Client Ticketing Data. Defendants been completed under Section IV or Section V, de- however: (1) may disclose Client Ticketing Data fendants shall deliver to the United States and Plaintiff concerning a specific event to any Covered Employee States an affidavit as to the fact and manner of its involved in the promotion of that event or the man- compliance with Section IV or Section V of this Final agement of the artist who performed at that event, if it Judgment. Each such affidavit shall include the name, does so on the same terms it generally provides such address, and telephone number of each person who, information to other promoters or artist managers not during the preceding thirty (30) calendar days, made affiliated with Defendants; (2) may disclose Client an offer to acquire, expressed an interest in acquiring, Ticketing Data to an Exempted Employee who re- entered into negotiations to acquire, or was contacted quires the information in order to perform his or her or made an inquiry about acquiring, any interest in the job function(s); provided however, that such Ex- Divestiture Assets, and shall describe in detail each empted Employee may not use Client Ticketing Data contact with any such person during that period. Each to perform any job function(s) that primarily in- such affidavit shall also include a description of the volve(s) the day-to-day operation or management of efforts defendants have taken to solicit buyers for the Defendants’ venues, concert promotions, or artist Divestiture Assets, and to provide required infor- management services; and (3) may disclose Client mation to prospective Acquirers, including the limi- Ticketing Data to any Defendant employee where so tations, if any, on such information. Assuming the required by law, government regulation, legal process, information set forth in the affidavit is true and com- or court order, so long as such disclosure is limited to plete, any objection by the United States, after con- fulfillment of that purpose. sultation with Plaintiff States, to information provided by defendants, including limitation on information, C. If any client of Defendants’ primary ticketing shall be made within fourteen (14) calendar days of services chooses not to renew a contract for Primary receipt of such affidavit. Ticketing Services with Defendants for some or all of its venues, upon the expiration of that contract and the *11 B. Every two (2) months prior to the private written request of the client, Defendants shall within label ticketing agreement described in Section IV.A.2 forty-five (45) days provide the client with a complete becoming operational, and every six (6) months copy of all Client Ticketing Data and all Ticket Buyer thereafter, defendants shall deliver to the United States Data historically maintained by Defendants for such and Plaintiff States an affidavit that describes in rea- venue(s) in the ordinary course of business, in a form sonable detail all actions defendants have taken and all that is reasonably usable by the client. Nothing in this steps defendants have implemented on an ongoing provision shall be read to: (1) alter any rights De- basis to comply with Section IV.A and the terms of fendants would otherwise have to Client Ticketing Ticketmaster Host Platform binding agreement.

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Page 9 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) ters contained in this Final Judgment; and C. Defendants shall, in addition, deliver to the United States and Plaintiff States an affidavit de- 2. to interview, either informally or on the record, scribing any revised or amended agreements with the defendants’ officers, employees, or agents, who may Ticketmaster Host Platform Acquirer relating to the have their individual counsel present, regarding agreement required by Section IV.A. Such notice shall such matters. The interviews shall be subject to the be delivered to the United States and Plaintiff States at reasonable convenience of the interviewee and least fifteen (15) calendar days prior to the effective without restraint or interference by defendants. date of the revised or amended agreement and De- fendants shall not implement any amended agreement #12 B. Upon the written request of an authorized if the United States, after consultation with Plaintiff representative of the Assistant Attorney General in States, objects during the fifteen (15) day notice pe- charge of the Antitrust Division, defendants shall riod. submit written reports, under oath if requested, relat- ing to any of the matters contained in this Final D. Within twenty (20) calendar days of the filing Judgment as may be requested. Written reports au- of the Complaint in this matter, defendants shall de- thorized under this paragraph may, at the sole discre- liver to the United States and Plaintiff States an affi- - tion of the United States, require Defendants to con- davit that describes in reasonable detail all actions duct, at Defendants’ cost, an independent audit or defendants have taken and all steps defendants have analysis relating to any of the matters contained in this implemented on an ongoing basis to comply with Final Judgment. Section VIII of this Final Judgment. Defendants shall deliver to the United States and Plaintiff States an C. No information or documents obtained by the affidavit describing any changes to the efforts and means provided in this section shall be divulged by the actions outlined in defendants’ earlier affidavits filed United States to any person other than an authorized pursuant to this section within fifteen (15) calendar representative of the executive branch of the United days after the change if implemented. States, or the Attorney General's Office of any other plaintiff, except in the course of legal proceedings to E. Defendants shall keep al! records of all efforts which the United States is a party (including grand made to preserve and divest the Divestiture Assets jury proceedings), or for the purpose of securing until one year after such divestiture has been com- compliance with this Final Judgment, or as otherwise pleted. required by law. XI. Compliance Inspection D. If at the time information or documents are A. For purposes of determining or securing furnished by defendants to the United States, de- compliance with this Final Judgment, or of deter- fendants represent and identify in writing the material mining whether the Final Judgment should be modi- in any such information or documents to which a fied or vacated, and subject to any legally recognized claim of protection may be asserted under Rule privilege, from time to time duly authorized repre- 26(c\1)(G) of the Federal Rules of Civil Procedure, sentatives of the United States Department of Justice, and defendants mark each pertinent page of such ma- including consultants and other persons retained by terial, “Subject to claim of protection under Rule the United States, shall, upon written request of an 26(c)(1)(G) of the Federal Rules of Civil Procedure,” authorized representative of the Assistant Attorney then the United States shall give defendants ten (10) General in charge of the Antitrust Division, and on calendar days notice prior to divulging such material reasonable notice to defendants, be permitted: in any legal proceeding (other than a grand jury pro- ceeding). 1. access during defendants’ office hours to inspect and copy, or at the option of the United States, to XII. Notification require defendants to provide hard copy or elec- Unless such transaction is otherwise subject to the tronic copies of, all books, ledgers, accounts, rec- reporting and waiting period requirements of the ords, data, and documents in the possession, cus- Hart-Scott-Rodino Antitrust Improvements Act of tody, or control of defendants, relating to any mat- 1976, as amended, 15 U.S.C. § 18a (the “HSR Act”),

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Page 10 Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade Cases P 77,113 (Cite as: 2010 WL 5699134 (D.D.C.)) defendants, without providing advance notification to pursuant to a ticketing contract with the Ticketmaster the United States and Plaintiff States, shall not directly Host Platform Acquirer. Nothing in this Section shall or indirectly acquire any assets of or any interest, prevent Defendants from: (1) competing to provide including any financial, security, loan, equity or Primary Ticketing Services to venues (including such management interest, in any person that, at any time venues managed by the Ticketmaster Host Platform during the twelve (12) months immediately preceding Acquirer) other than those for which, by virtue of an such acquisition, was engaged in the United States in ownership interest, the Ticketmaster Host Platform providing Primary Ticketing Services during the term Acquirer controls the rights to select the Primary of this Final Judgment. Ticketing Services provider; and (2) providing Pri- mary Ticketing Services to artist fan clubs in venues Such notification shall be provided to the United owned, operated, or managed by the Ticketmaster States and Plaintiff States in the same format as, and Host Platform Acquirer. per the instructions relating to the Notification and Report Form set forth in the Appendix to Part 803 of XIV. Retention of Jurisdiction Title 16 of the Code of Federal Regulations as This Court retains jurisdiction to enable any party amended. Notification shall be provided at least thirty to this Final Judgment to apply to this Court at any (30) calendar days prior to acquiring any such interest, time for further orders and directions as may be nec- and shall include, beyond what may be required by the essary or appropriate to carry out or construe this Final applicable instructions, the names of the principal Judgment, to modify any of its provisions, to enforce representatives of the parties to the agreement who compliance, and to punish violations of its provisions. negotiated the agreement, and any management or strategic plans discussing the proposed transaction. If XV. Expiration of Final Judgment within the 30-day period after notification, represent- Unless this Court grants an extension, this Final atives of the United States make a written request for Judgment shall expire ten years from the date of its additional information, defendants shall not con- entry. summate the proposed transaction or agreement until twenty (20) calendar days after submitting all such XVL. Public Interest Determination additional information. Early termination of the Entry of this Final Judgment is in the public in- waiting periods in this paragraph may be requested terest. The parties have complied with the require- and, where appropriate, granted in the same manner as ments of the Antitrust Procedures and Penalties Act is applicable under the requirements and provisions of 15 U.S.C. § 16, including making copies available to the HSR Act and rules promulgated thereunder. This the public of this Final Judgment, the Competitive Section sha Il be broadly construed and any ambiguity Impact Statement, and any comments thereon and the or uncertainty regarding the filing of notice under this United States' responses to comments. Based upon the Section shall be resolved in favor of filing notice. record before the Court, which includes the Competi- tive Impact Statement and any comments and re- XIII. No Reacquisition sponse to comments filed with the Court, entry of this *13 A. Defendants may not reacquire any part of Final Judgment is in the public interest. the Divestiture Assets during the term of this Final Judgment. D.D.C.,2010. USS. v. Ticketmaster Entertainment, Inc. B. Following the expiration of the private label Slip Copy, 2010 WL 5699134 (D.D.C.), 2010-2 Trade ticketing agreement with the Ticketmaster Host Cases P 77,113 Platform Acquirer required by Section IV.A.2: (1) Defendants shall not provide Primary Ticketing Ser- END OF DOCUMENT vices to any venues in North America for which, by virtue of an ownership interest, the Ticketmaster Host Platform Acquirer controls the rights to select the Primary Ticketing Services provider; and (2) for all other venues in North America, Defendants shall not provide Primary Ticketing Services on behalf of or

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CERTIFICATION OF SERVICE Amy R. Gurvey, a US patentee admitted to practice law in the State of California certifies that on February 28, 2020 she served a true and accurate copy of the within motion for reconsideration of the Court’s order entered February 13, 2020. The envelopes were addressed as follows: Hinshaw & Culbertson, LLP 800 Third Avenue 13 FL New York, NY 10022 Baker Botts, LLP 30 Rockefeller Plaza New York, NY 10112 Greenberg & Traurig 54 State Street 6% FL Vd Albany, NY 12207

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