JEREMIAH D.

GRAHAM (SBN: 313206)

1 [email protected]
2 |JD| GRAHAM LEGAL
10089 Willow Creek Road, Suite 200
3 San Diego, CA 92131
Telephone: (619) 633-5110
4
Counsel of Record for Plaintiff
5
6
SUPERIOR COURT OF THE STATE OF CALIFORNIA
7 FOR THE COUNTY OF LOS ANGELES
8 Case Number:
K.M., a minor, by and through her guardian
9 ad litem, TRACEY MADDER;
VERIFIED COMPLAINT FOR DAMAGES
10 Plaintiff, AND EQUITABLE RELIEF FOR:
v.
11 CHILD LABOR EXPLOITATION
JYP USA INC., a California Corporation; 1) Violations of Child Labor Laws
12 2) Failure to Pay Minimum Wage
and DOES 1-50, inclusive,
3) Failure to Provide Breaks
13 4) Failure to Provide Safe Work Environment
Defendants.
14 5) Wage Theft
6) Overtime Violations
15 7) Unjust Enrichment
8) Conversion
16 9) Accounting
10) Failure to Maintain Records/Provide Accurate
17
Wage Statements
18
CHILD NEGLECT AND ABUSE
19 11) Intentional Infliction of Emotional Distress
12) Negligence
20 13) Unfair Business Practice
14) Child Endangerment
21
22 CONTRACT CLAIMS
15) Breach of Contract
23 16) Fraud and Deception in the Inducement
24 EQUITABLE RELIEF
25 17) Declaratory and Injunctive Relief

26 [JURY TRIAL DEMANDED]

27
28

Complaint Case No: _______________________

 1 INTRODUCTION
2 1. This case is about the exploitation of a minor—K.M.—by an international K-pop
3 organization called JYP Entertainment, and registered in California as JYP USA Inc, (the “Defendant”

4 or “JYPE”) for their profit through the delight of the masses at K.M.’s expense. Men owning others,
5 and displaying them to the masses for profit, is nothing new. And there have always been “[t]raders in
6 the avarice, indifference, or imbecility of parents, and the helplessness of children.” Dickens, NICHOLAS
7 NICKLEBY, 1839. But in California, and in Los Angeles, we have enacted laws calculated to prevent
8 these kinds of abuses—laws that JYPE has either circumvented or ignored.
9 2. One example will introduce the entire tenor of this Complaint and show its necessity:
10 JYPE employed a dance teacher, one who often would yell at K.M. in the Korean language, which K.M.
11 did not speak, and treat her harshly. On or around September 14, 2023, that dance teacher forced K.M.
12 to repeat a dance move hundreds of times, until she tore a tendon in her shoulder. The move was
13 strenuous, and the dance teacher yelled at K.M. for showing signs of tiredness. And, while perhaps
14 shocking, all of that is just the setting. Amid this intensity, the dance teacher refused to allow K.M. to
15 drink water. The other members were allowed to drink at that time, just not K.M. Thus, JYPE forced a
16 minor to exercise, and labor for long days, skip meal and rest breaks, and endure emotional abuse,
17 without enough care, at times, even to provide a glass of water. JYPE’s dance teacher told K.M. she
18 could only drink water once she finally got the dance move down. That is a violation of California social
19 norms, regulations and laws.
20 3. This complaint is for child labor exploitation, child neglect and abuse, unfair business
21 practices, and for breach and rescission of an unconscionable contract for the “services” of a minor.
22 And we put “services” in quotes because a contract for slavery, or indentured servitude, in the 18th
23 century would have been more conscionable than the contract that JYPE induced a minor to sign––a
24 contract which not only takes away all her freedom under threats of intense liquidated damages, but also
25 saddles her with debt, all while providing no real consideration (and not even a minimum wage). Just

26 hold on, it gets worse.

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2
Complaint Case No: _______________________
 1 PARTIES
2 4. Plaintiff K.M. is a minor who resided in Los Angeles, California, but has since moved
3 to another state, at least in part, because of the events complained of herein. K.M. is gifted with vocal,
4 performance and songwriting talents, and possesses a natural charm that suited her for exploitation; in
5 other words, she was exactly the type of talent that Defendants could use to make money if they could
6 control her, which they sought to do through their contract.
7 5. Defendant JYP USA Inc. is a corporation registered in California, with a principal office
8 located at 3131 Cahuenga Blvd. W, Los Angeles, CA 90068. JYPE USA Inc. is a subsidiary of JYPE
9 Entertainment Corporation, a global entertainment company headquartered in South Korea, which has
10 generated billions of dollars in revenue, while claiming that its core values are “being a ‘Leading
11 Company’ and ‘Respected Company’ as the ‘Leader in Entertainment’” and claiming that it “abides by
12 the law, morality, and social norms by managing the business transparently.” (Quotes from
13 https://www.JYPe.com/en/JYP (retrieved on December 3, 2024).
14 6. Plaintiff is ignorant of the true names and capacities of Defendants sued herein as DOES
15 1-50, inclusive, and therefore sues these Defendants by such fictitious names. On information and belief,
16 Plaintiff alleges that each of these fictitiously named Defendants are responsible in some manner for
17 some or all the acts alleged herein. Plaintiff will amend this Complaint to set forth the true names and
18 capacities of fictitiously named Defendants once ascertained.
19 7. Plaintiff is informed and believes, and thereon alleges, that each of the Defendants sued
20 herein, including those named herein as Does, are the agents, servants, employees, licensees, guarantees,
21 indemnitors, invitees, or assignees of each other, and in doing the things herein alleged acted within the
22 course and scope of such agency, employment, license, guaranty, indemnity, invitation, assignment,
23 and/or relationship and with the full knowledge, consent and approval of the remaining Defendants.
24 JURISDICTION AND VENUE
25 8. This Court has jurisdiction over this matter pursuant to California Code of Civil
26 Procedure section 410.10.
27 9. Venue is proper in this Court, pursuant to California Code of Civil Procedure section
28 395.5, because Defendant’s principal office is in Los Angeles, CA.
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Complaint Case No: _______________________
 1 FACTUAL ALLEGATIONS
2 Part One – The Contract: To Buy a Child
3 10. On or about January 2023, K.M., a then-15-year-old aspiring artist, entered a contract
4 with JYPE USA Inc., part of the international K-pop powerhouse JYPE Entertainment (the
5 “Agreement,” a true and correct copy of which is attached hereto as Exhibit A). The Agreement
6 promised opportunities for stardom, training, and artistic development, in accordance with the standards
7 set by California Laws, and in accordance with the standards set by SAG AFTRA, and local unions.
8 However, the reality was defined by violations of California Law, violation of industry norms, and by
9 constant physical, emotional, and mental abuse.
10 11. JYPE imposed strict control over K.M.’s life, from the early morning hours spent in
11 school to the long, grueling rehearsals that stretched close to midnight. K.M.’s personal freedom, artistic
12 growth, and even physical safety were sacrificed for JYPE's commercial interests, and the tricky terms
13 of the contract ensured that she was not compensated for her efforts.
14 12. For example, JYPE promised her a certain amount of “base pay,” (Agreement § 6(a)),
15 that would be at least the “then-applicable minimum hourly wage” (id.). But, JYPE not only failed to
16 pay minimum wage, but it also inserted a buried clause that meant K.M. was responsible for her own
17 pay: “Your Base Pay will be recoupable by Company against Other Entertainment Income payable to
18 You.” Agreement §6(vi). This meant that JYPE was not even paying K.M. her base pay, instead she
19 was, in effect, paying herself.
20 13. JYPE’s “recouping” of K.M.’s promised income did not stop there. In another buried
21 term, JYPE made expenses paid for the group living facility, including rent, which it controlled,
22 recoupable against K.M.’s “Other Entertainment Income” promised by the Agreement. (Agreement §
23 2(c)(i)). While the Agreement specifies that group living was “optional,” it was not presented that way
24 to K.M. She was pressured to live there by JYPE staff, leaving her with a fear of negative repercussions
25 if she did not. She was told by JYPE staff, “we want the girls to live together,” that the group would not
26 be successful if the girls didn’t live together, that it was important for the girls to live together, and that
27 if K.M. did not live with the girls she’d be viewed in a negative way. And when she agreed to JYPE’s
28 demand that she live with the girls, because she was reasonably afraid about what would happen if she
4
Complaint Case No: _______________________
 1 chose not to live with them, she was not given any choice about what the group accommodations would
2 be––JYPE chose a $2.5 million house. The result of this––JYPE now claims that K.M. owes them
3 $500,000 under the Employment Agreement. So, instead of paying K.M. a minimum wage, JYPE has

4 forced K.M. to pay them exorbitant sums for working for them and taken the payment of those sums
5 involuntarily from the amounts owed to K.M., in effect making her work for free. And the sums that are
6 “recouped,” or stolen, by JYPE are used to generate additional income and benefits for JYPE, because
7 the exorbitant lifestyles that they fund are what JYPE uses to attract fans.
8 14. None of this was properly disclosed to K.M. prior to her entering the Agreement. It was
9 presented to her that she would receive royalties and a share of revenue (Agreement Schedule A-C),
10 and a “base pay,” but JYPE was converting that money to put on more and more elaborate productions
11 that created profit for JYPE at K.M.’s time and expense, without providing her compensation. In effect,
12 JYPE was passing on its costs to prevent K.M. from making any earnings, while still reaping massive
13 profits on the back end through opaque financial practices.
14 15. JYPE petitioned to have this contract approved. That petition was heard over the course
15 of two different matters in the Superior Court for the County of Los Angeles, Case Nos. 23STFL00041
16 and 23STFL05599. In its petitions, JYPE made at least two significant misrepresentations to K.M. and
17 the Court: (1) JYPE promised there would be no filming at the group residence, but there was a hidden
18 camera filming at the group residence, and (2) JYPE promised it would comply with California Labor
19 laws, and it did not. The judge presiding over that matter was initially skeptical of the liquidated
20 damages clause, pointing to it as a barrier to approval, but somehow that provision was left in the
21 Agreement without comment, and is a threat that K.M. faces today, preventing her from practicing her
22 trade or developing her career. K.M. is unaware of what representations “her counsel” (in quotes
23 because K.M. did not meaningfully interact with “her counsel”) made at any hearing about her
24 Agreement to an unconscionable liquidated damages clause.
25 16. JYPE was employing and controlling K.M. during the time the petitions regarding the

26 Agreement were being decided. On information and belief, JYPE will argue that the Agreement did not
27 come into effect until January 2024. But, prior to that date, JYPE was already forcing K.M. to work 12+
28 hour days, and she was working pursuant to a California work permit.
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Complaint Case No: _______________________
 1 17. JYPE hired an attorney, Debbie White of Loeb & Loeb, to “represent” Plaintiff regarding
2 the Petition to approve minor’s contract. In reality, Debbie White was paid for by JYPE. Plaintiff had
3 no meaningful interactions with “her attorney,” and was not generally aware of the terms of the contract

4 or granted a meaningful opportunity to consent to the terms. During the time Debbie White was
5 representing Plaintiff, Plaintiff was physically in Korea and engaged in an exhausting work schedule.
6 She recalls several times she was forced to sign contracts while being given only a few minutes to
7 review them, including contracts that were in the Korean language.
8 Part Two – The Employment: To Use a Child
9 18. On October 25, 2023, addressing public concerns, one of the company’s employees,
10 Daniel Hong, tasked with managing VCHA, the K-pop group that K.M. was a part of, stated to the press
11 that the company strictly followed regulations set by California regarding minors working in the
12 entertainment industry. In the context of describing regulations on working hours, education and
13 guardian presence, he is quoted as saying, “That rule has been put together and followed until today and
14 it’ll be followed until later.” He promised the public, “There are concerns regarding quality because
15 we’re competing with other groups that are not necessarily following the same guidelines like we do.
16 But it is something that we can’t really cross. We’re not going to cross that line.”
17 (https://www.koreaboo.com/news/JYPE-manager-shades-companies-promising-protect-vcha-minor-
18 controversial-member-kaylee/ (retrieved on December 3, 2024).
19 19. But that was far from the truth. By that time, the line had already been crossed.
20 20. Notably, at that point in October 2023, while Daniel Hong was describing compliance
21 with child labor laws to the public, JYPE was treating K.M. as an “trainee,” unprotected by California
22 Labor Laws. While employment was ongoing, on information and belief, JYPE did not view the parties’
23 employment agreement as being in force and effect. If it was not in force and effect, then, JYPE was
24 employing a minor without a valid employment contract.
25 21. K.M.’s daily schedule often began at 7:00 a.m., where she was required to attend three
26 hours of schooling, only to rush back to the JYPE practice building by 10:30 a.m. for “training” that
27 regularly lasted past 9:00 p.m., and as late as 11:00 p.m.
28
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Complaint Case No: _______________________
 1 22. The official schedule suggested practice ended around 7:00 p.m., but in truth, K.M. was
2 pressured to stay much later, and JYPE staff told her that they wanted her to stay until 1-2:00a.m., with
3 thinly veiled threats of “disappointment” and “consequences” if she left early. JYPE staff said that she

4 was in critical condition and should be practicing like younger Korean trainees, until 1 or 2 am.
5 23. Thus, JYPE regularly forced K.M. to work until almost midnight, knowing that she had
6 to wake up before 7:00 a.m. the next day for school, and start working again shortly after school ended
7 (school ended at 10:00 a.m., work started again at 10:30 a.m.). This is a grueling schedule for an adult,
8 with no free time and, at most, six hours to sleep (factoring in time to return home, prepare for bed after
9 finishing work late, and to wake up and get ready for the day prior to starting against at 7:00 a.m.). She
10 was also not compensated for any of the work she did after 6:30 p.m.
11 24. In K.M.’s own words, “The only time we felt free was at midnight walks outside, or our
12 little time in our hotel room. We had to sacrifice our sleep just to take a walk and breathe fresh air.”
13 One time, K.M. observed another member approach the staff and ask if she could take a break and get
14 some air outside because she was having a panic attack. In K.M.’s own words, “Staff told her, ‘No,’
15 and said to her that she was being ‘disrespectful and is going to have consequences for her actions.’”
16 25. Over a six-month period, JYPE paid K.M. just $500 per week, an amount shockingly
17 below the California minimum wage, considering the 12+ hours per day K.M. was required to work. In
18 addition to underpayment, JYPE saddled K.M. with $500,000 in debt for “company expenses,” an
19 oppressive financial burden on a minor.
20 26. Basic nourishment was withheld as a matter of company policy. K.M. and her
21 groupmates were pressured to maintain an extreme and unhealthy thinness. Before televised
22 appearances, K.M. was told by JYPE staff that she “would regret how [she] looked” if she failed to lose
23 weight. Meals were restricted to small salads, and on multiple occasions, K.M. was denied rest and
24 encouraged not to eat. K.M. was told that she was only allowed to eat at JYPE headquarters and should
25 refrain from eating at the hotel where she was residing. On one occasion, after hours of physical training,

26 the staff told K.M. and the other girls that they “didn’t need to eat,” sending them directly to another
27 rehearsal without a meal. On that occasion, due to JYPE staff showing up late to a morning evaluation,
28
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Complaint Case No: _______________________
 1 K.M. was denied her required lunch and rest break and forced to attend her afternoon four-hour dance
2 rehearsal with no rest or nourishment.
3 27. Another time, a staff member walked the girls to the car after training, reminding the

4 girls, “Don’t eat!” as he slammed the car door shut.

5 Part Three – The Toll: To Break a Child
6 28. On or around September 14, 2023, during a dance rehearsal, K.M. was singled out by a
7 dance instructor for her lack of formal dance training. The instructor, yelling in the Korean language,
8 demanded K.M. repeat a single dance move hundreds of times without rest while K.M. was forced to
9 hold a squat position. K.M., in visible pain and exhaustion was denied a water break that all of the other
10 girls received. The instructor told her she could only drink water when she perfected the move.
11 29. The hours of forced repetition caused K.M. to tear a tendon in her shoulder. The pain
12 was excruciating, yet the company continued to force her to work through the injury, refusing to allow
13 her adequate time to recover. K.M. was later went to the hospital and received injections for her shoulder
14 but was expected to return to full dance training immediately.
15 30. This was not an isolated incident. Throughout her time at JYPE, K.M. and other members
16 of VCHA were repeatedly forced to dance and perform with severe injuries, including sprained ankles,
17 strained muscles, and other conditions. K.M.’s doctors recommended rest, but JYPE ignored these
18 recommendations, insisting she continue performing at full capacity. During one evaluation, K.M.’s leg
19 injury was severe, and she asked staff is she could “take it easy.” She was told, “No.” JYPE staff
20 continued to get her multiple injections while she was expected to keep performing. That is a point that
21 cannot just be passed over. K.M. saw a doctor. The doctor said her muscles were damaged from overuse
22 and she needed to rest. She asked JYPE to allow her to rest, but they still forced her to dance for twelve
23 hours a day. Figure 1 below is a true and correct screenshot of a text message conversation between
24 K.M. and another member of VCHA, on November 27, 2023 (with redactions to preserve that members’
25 identity). K.M.’s message is in the yellow bubble, the other VCHA member’s messages are in the
26 charcoal bubbles. Figure 1 records a present sense impression of how JYPE responded to reports from
27 doctors.
28
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Complaint Case No: _______________________
 1
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3

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15 Figure 1
16
31. On another occasion, K.M. had a virus and laryngitis during time she was expected to
17
sing. K.M. did her best to sing, but was scolded by JYPE staff for being sick and told that she was
18
disrespecting the company and not taking good care of herself. She was told it was her responsibility
19
not to get sick.
20
32. Despite the clear physical and emotional risks to their minor artists, JYPE’s child welfare
21
worker, Erik Winston, was consistently absent from training and rehearsal sessions. While he was
22
required by California labor laws to supervise the conditions in which minors worked, Winston spent
23
his time in the company lounge, on the rooftop, or in a separate dance room, leaving the girls
24
unsupervised during the most abusive moments. Prior to hiring Erik Winston, JYPE employed a welfare
25
worker named Cheryl. Cheryl would try to enforce the child labor laws and what was in the best interest
26
of the girls. But Cheryl was replaced by a child welfare worker named Carol, and then again by Erik
27
Winston.
28
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Complaint Case No: _______________________
 1 33. Figures 2 and 3 below are true and correct copies of a conversation between K.M. and
2 another member of VCHA on May 17, 2024 about the emotional toll of working for JYPE (once again,
3 K.M.’s messages are in yellow bubbles, the other member’s messages are in charcoal bubbles, and the

4 other member’s identity is redacted).

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27 Figure 3 Figure 2

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Complaint Case No: _______________________
 1 34. K.M. and her fellow group members, many of whom were underage, struggled mentally
2 and emotionally under the constant pressure. Some of the members resorted to self-harming. K.M.
3 witnessed another member of the group spiral into a deep eating disorder, which culminated in a suicide

4 attempt in February 2024. That member ingested 42 pills of Nyquil in an event that K.M. discovered
5 when the other member began vomiting uncontrollably the next morning. Months prior, K.M. and other
6 members had brought their concerns about this particular member to JYPE staff, but JYPE staff did not
7 seem concerned and stated that eating disorders were common. JYPE concealed the member’s suicide
8 attempt from Erik Winston and the other staff, instructing K.M. and the other girls to lie to Erik and
9 claim the member went home to spend time with her family. Erik since admitted on a phone call with
10 K.M. and her mother that he was not informed about the member’s suicide attempt, but was told by
11 JYPE staff that the member suffered from food poisoning.JYPE’s complete neglect of that member’s
12 mental health, as well as their disregard for K.M. and the others’ mounting emotional strain, represents
13 an egregious violation of child welfare standards. K.M. was frequently the target of verbal and
14 emotional abuse by JYPE staff. On her birthday, during a critical rehearsal, a dance instructor publicly
15 humiliated K.M. in front of her groupmates, stating to the translator that K.M. was a “terrible dancer”
16 who should never have been given the opportunity to debut. This harsh critique was delivered in a group
17 setting, causing one of the girls to run out of the room crying. This form of abuse was common, designed
18 to get K.M. to train harder.
19 35. JYPE also imposed constant surveillance on K.M. and her fellow group members.
20 Hidden cameras, including one in the group’s dining area, that on information and belief had an 8
21 Megapixel camera, with a 120-degree wide angle lens, recorded the girls’ private conversations and
22 meals without their consent or knowledge. A surveillance sticker found on the ceiling of the pantry
23 further revealed that their eating habits were being monitored around the clock. K.M. only discovered
24 the cameras months after they had been installed, deepening her feelings of being trapped, controlled,
25 and powerless.

26 36. JYPE controlled K.M.’s every day life, including her one “day off” each week (Sunday),
27 requiring her to submit plans for her “day off” in advance to Daniel Hong for approval, including who
28 K.M. was allowed to hang out with, and where she was allowed to go. JYPE staff expected reports of
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Complaint Case No: _______________________
 1 where K.M. was on the her “day off,” and subjected her to a curfew. In effect, JYPE was exerting control
2 over K.M. on her “day off,” making it an additional day of uncompensated employment.
3 Part Four – The Artful Dodge: To Profit at A Child’s Expense

4 37. JYPE claimed, by April 2024, that K.M.’s work and efforts had earned her an
5 accumulated net income of approximately minus $504,543. Meaning, she received no share of JYPE’s
6 profits despite her hard labors, instead they claimed she owed them money for her hard work. And,
7 make no mistake, JYPE had converted her labors for their profit. JYPE was publicly reporting profits
8 during the relevant periods, and its opaque accounting practices made it impossible for K.M. to
9 determine how much she was actually owed.
10 38. VCHA, and K.M., were featured and interviewed by Dazed Magazine, Teen Vogue
11 (twice), Nylon Magazine, Rolling Stone Magazine, People Magazine, Billboard, Grazia Singapore
12 Magazine, Revamp Magazine, Vanity Teen Magazine, Apple Music, iHeart Radio, Z100 NY, 102.7
13 Kiss FM, Knockturnal, Front Row Live Ent, Fox 13 Seattle, Young Entertainment Magazine, J-14
14 Magazine (twice).
15 39. VCHA, and K.M., performed at: (1) Good Day New York, at Allegiant Stadium in Las
16 Vegas, NV (as an opening act, for a packed 65,000 seat arena), (2) at Foro Sol Stadium in Mexico City,
17 Mexico (as an opening act, for a packed 65,000 seat arena), (3) at Allianz Parque Stadium in Sao Paulo,
18 Brazil (as an opening act, for a packed 55,000 seat arena), (4) at MTV Fresh Out Live, (5) for Show!
19 Music Core in Seoul, South Korea, and (5) for KBS Music Bank Seoul, South Korea.
20 40. These features and performances, as well as others, and use of her name and likeness on
21 the internet, including on YouTube, contributed to JYPE’s profits, but were not part of the calculations
22 of K.M.’s compensation pursuant to the contract. Thus, JYPE has profited, and continues to profit, from
23 the use of K.M.’s name and likeness, but has failed to account for those profits to K.M., and fraudulently
24 claimed the K.M. was indebted to JYPE under the terms of the Agreement.
25 41. Before instigating this lawsuit, K.M. reached out to JYPE and was informed that she

26 would be held to the Agreement, and told she could not perform or use her likeness pursuant to the
27 following unconscionable terms:
28
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Complaint Case No: _______________________
 1 a. Agreement § 2(a) – an exclusivity clause that prevents K.M. from rendering services of
2 any kind to any person or entity other than JYPE, and requires K.M. to obey JYPE’s
3 instructions and regulations regarding all services.

4 b. Agreement § 2(d) – a clause that gives JYPE full control over K.M.’s social media
5 accounts, and prevents her from using personal social media accounts, and again requires
6 obedience to JYPE policies regarding social media.
7 c. Agreement § 3 – a clause that gives JYPE the exclusive right to use K.M.’s name,
8 likeness, voice and biographical material – including the exclusive right to advertise,
9 publicize and promote her in all media formats. This clause also gives JYPE exclusive
10 rights to all of K.M.’s creative works, and forbids her from exploiting these works
11 independently.
12 d. Agreement § 11(c) – is a non-compete clause.
13 e. Agreement § 11(e) – is a promise not to solicit.
14 f. Agreement § 11(b)(v) – is a restriction on K.M.’s ability to re-record songs.
15 g. Agreement § 11(b)(vi) – a clause that gives JYPE full control over publicity, press
16 releases, and press conferences related to K.M.
17 h. Agreement § 15(e)(i)-(iv) – under this clause, K.M. is required to get JYPE’s consent
18 before getting her hair cut, or making any changes to her appearance.
19 i. Agreement § 16(b)(vii) – a clause that prevents K.M. from using her likeness,
20 identification or biographical materials. This is effectively a complete bar to her pursuing
21 any endorsements or advertising deals.
22 j. Agreement § 16(b)(viii) – this clause is a prior restraint on K.M.’s speech, preventing
23 her from making any public statements toward JYPE or its affiliates.
24 42. Thus, unless relief is granted by this Court, K.M. is unable to continue her career. And,
25 JYPE will continue to profit from the use of her name, image and likeness.

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Complaint Case No: _______________________
 1 FIRST CAUSE OF ACTION
2 (Violation of California Child Labor Laws)
3 (Against All Defendants)

4 43. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
5 herein.
6 44. Plaintiff, a minor at the time of employment, was entitled to the protections afforded
7 under California's child labor laws, specifically those governing minors in the entertainment industry.
8 45. Defendant JYP USA Inc. ("Defendant") employed Plaintiff in violation of multiple
9 provisions of the California Labor Code and California Code of Regulations intended to protect minors,
10 including but not limited to:
11 46. Cal. Labor Code § 1391(a)(3) states, “An employer shall not employ a minor 16 or 17
12 years of age for more than eight hours in one day of 24 hours or more than 48 hours in one week… or
13 after 10 p.m. on any day preceding a schoolday…” JYPE employed K.M.: (1) for more than eight hours
14 in a day, regularly; (2) for more than 48 hours in a week, regularly; and (3) after 10 p.m., regularly.
15 47. Cal. Labor Code § 1308.7 states the same thing, “No minor shall be employed in the
16 entertainment industry for more than eight hours in one day of 24 hours, or more than 48 hours in one
17 week… or after 10 p.m. on any day preceding a schoolday.” Again, JYPE employed K.M.: (1) for more
18 than eight hours in a day, regularly; (2) for more than 48 hours in a week, regularly; and (3) after 10
19 p.m., regularly. C.f. Labor Code § 1392: “Every person who has a minor under his or her control…
20 who… requires the minor to work more than eight hours in any one day, is guilty of a misdemeanor.”
21 48. JYPE also played fast and loose with the studio teacher requirement (8 CCR 11755.1),
22 during the period that K.M. was a minor under the age of 16 years old, because JYPE’s child welfare
23 worker, Erik Winston, was consistently absent from training and rehearsal sessions.
24 49. As a direct and proximate result of Defendant's statutory violations, Plaintiff suffered
25 harm.

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Complaint Case No: _______________________
 1 SECOND CAUSE OF ACTION
2 (Failure to Pay Minimum Wage | Violations of Labor Code §§ 1194, 1197 & 1197.1)
3 (Against All Defendants)

4 50. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
5 herein.
6 51. Defendant JYPE USA, Inc. employed Plaintiff K.M., a minor, from January 2023
7 through April 2024.
8 52. During her employment, Plaintiff regularly worked over 12 hours per day, often from
9 10:30 a.m. until almost midnight, without receiving the applicable California minimum wage, in
10 violation of California Labor Code §§ 245.5, 246, 1182.12, 1194, 1197, and 1197.1.
11 53. Defendant paid Plaintiff approximately $500 per week, which amounts to significantly
12 less than the minimum wage for the hours worked. Plaintiff worked more than 60 hours per week
13 regularly. The minimum wage during 2023 was $15.50 per hour. The minimum wage during 2024 was
14 $16 per hour. If Plaintiff worked 60 hours in a week, she was paid $8.33 per hour. She worked longer
15 than that.
16 54. As a result of Defendant’s willful failure to pay minimum wage, Plaintiff has suffered
17 damages in an amount to be proven at trial.
18 THIRD CAUSE OF ACTION
19 (Failure to Provide Meal and Rest Breaks | Violations of Labor Code §§ 226.7, 512)
20 (Against All Defendants)
21 55. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
22 herein.
23 56. Defendant failed to provide Plaintiff with required meal and rest periods as mandated by
24 California Labor Code §§ 226.7 and 512.
25 57. Plaintiff was often required to work continuously without the opportunity to take

26 uninterrupted meal and rest breaks, sometimes being denied food altogether.
27 58. Defendant's failure to provide meal and rest periods entitles Plaintiff to one additional
28 hour of pay at her regular rate for each workday that a meal or rest period was not provided.
15
Complaint Case No: _______________________
 1 FOURTH CAUSE OF ACTION
2 (Failure to Provide a Safe Work Environment | Violations of
3 Labor Code §§ 6400, 6401 & 6402)

4 (Against All Defendants)

5 59. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
6 herein.
7 60. Defendant had a duty under California Labor Code §§ 6400, 6401, and 6402 to provide
8 a safe and healthful work environment for Plaintiff.
9 61. Defendant required Plaintiff to perform strenuous physical activities without adequate
10 rest, nutrition, or medical attention, leading to physical injuries including a torn tendon in her shoulder
11 and a leg injury.
12 62. Defendant's actions constituted a breach of their statutory duty to maintain a safe
13 workplace, causing Plaintiff physical and emotional harm.
14 FIFTH CAUSE OF ACTION
15 (Wage Theft | Violations of Labor Code §§ 221, 222, 223, 224 & 225.5)
16 (Against All Defendants)
17 63. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
18 herein.
19 64. Defendant unlawfully withheld wages owed to Plaintiff by deducting expenses for group
20 living arrangements and other costs from her earnings, in violation of California Labor Code §§ 221,
21 222, 223, 224, and 225.5.
22 65. Defendant misclassified these deductions as "recoupable" expenses, effectively forcing
23 Plaintiff to work without proper compensation.
24 66. As a direct result, Plaintiff suffered financial losses and is entitled to recover unlawfully
25 withheld wages, penalties, and interest.

26 ///
27 ///
28 ///
16
Complaint Case No: _______________________
 1 SIXTH CAUSE OF ACTION
2 (Overtime Violations | Violations of Labor Code §§ 510, 1194)
3 (Against All Defendants)

4 67. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
5 herein.
6 68. Throughout her employment, Plaintiff frequently worked more than eight hours in a
7 workday and over 40 hours in a workweek.
8 69. Defendant failed to pay Plaintiff the required overtime compensation at one and one-half
9 times her regular rate of pay for all hours worked in excess of eight per day or 40 per week, as required
10 by California Labor Code §§ 510 and 1194.
11 70. Plaintiff is entitled to recover unpaid overtime wages, penalties, and interest.
12 SEVENTH CAUSE OF ACTION
13 (Unjust Enrichment)
14 (Against All Defendants)
15 71. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
16 herein.
17 72. Defendant benefited financially from Plaintiff's labor, performances, and the use of her
18 likeness without providing adequate compensation.
19 73. Plaintiff seeks restitution for the unjust enrichment of Defendant at her expense.
20 EIGHTH CAUSE OF ACTION
21 (Conversion)
22 (Against All Defendants)
23 74. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
24 herein.
25 75. Plaintiff had a right to compensation for her work and to control the use of her name and

26 likeness.
27 76. Defendant intentionally and substantially interfered with Plaintiff's property rights by
28 withholding wages and exploiting her likeness for profit without proper remuneration.
17
Complaint Case No: _______________________
 1 77. As a direct result, Plaintiff has suffered damages in an amount to be determined at trial.
2 NINTH CAUSE OF ACTION
3 (Accounting)

4 (Against All Defendants)

5 78. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
6 herein.
7 79. Due to the complexity of the financial transactions and Defendant's control over the
8 financial information, an accounting is necessary to ascertain the exact amount owed to Plaintiff.
9 80. Plaintiff requests that the Court order Defendant to provide a full and complete
10 accounting of all revenues and expenses in any way related to Plaintiff's work and likeness.
11 TENTH CAUSE OF ACTION
12 (Failure to Maintain Records / Provide Accurate Wage Statements)
13 (Against All Defendants)
14 81. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
15 herein.
16 82. California Labor Code §§ 226 and 1174 require employers to maintain accurate payroll
17 records and to provide employees with itemized wage statements showing all hours worked, wages
18 earned, and deductions made.
19 83. Throughout her employment, Plaintiff did not receive any wage statements and/or
20 received inaccurate wage statements from Defendants that failed to account for hours worked, including
21 overtime and missed meal and rest periods.
22 84. Defendants’ failure to provide accurate wage statements was willful and intentional.
23 85. As a result of Defendants’ failure to provide accurate wage statements, Plaintiff is
24 entitled to recover penalties as provided under California Labor Code § 226(e), along with attorney’s
25 fees and costs.

26 ///
27 ///
28 ///
18
Complaint Case No: _______________________
 1 ELEVENTH CAUSE OF ACTION
2 (Intentional Infliction of Emotional Distress)
3 (Against All Defendants)

4 86. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
5 herein.
6 87. Defendant JYPE USA Inc. (“JYPE”) engaged in extreme and outrageous conduct toward
7 Plaintiff, a minor at the time, with the intention of causing, or with reckless disregard for the probability
8 of causing, severe emotional distress.
9 88. Defendant's conduct was extreme, outrageous, and beyond the bounds tolerated in a
10 civilized society, including but not limited to the following acts:
11 a. On or around September 14, 2023, during a dance rehearsal, a JYPE dance instructor
12 singled out Plaintiff for criticism due to her lack of formal dance training. The instructor
13 yelled at Plaintiff in Korean, demanding she repeat a single dance move hundreds of
14 times without rest and forcing her to squat between repetitions. When Plaintiff requested
15 a water break due to visible pain and exhaustion, the instructor denied her request, stating
16 she could only drink water when she perfected the move.
17 b. On her birthday, during a critical rehearsal, a dance instructor publicly humiliated
18 Plaintiff by declaring in front of her peers that she was a "terrible dancer" who should
19 not be given the opportunity to debut.
20 c. Defendant imposed an oppressive schedule on Plaintiff, requiring her to attend rehearsals
21 that frequently lasted until 9:00 p.m. or later, despite her needing to wake up before 7:00
22 a.m. for school. Defendant pressured Plaintiff to stay late, with staff expressing
23 "disappointment" and threatening "consequences" if she left early. This relentless
24 schedule left Plaintiff with minimal time for sleep, rest, or personal activities.
25 d. Defendant implemented strict and unhealthy dietary restrictions, pressuring Plaintiff and

26 her groupmates to maintain an extreme thinness. Meals were often limited to small
27 salads, and Plaintiff was denied food and rest during extended rehearsals. On one
28 occasion, after hours of physical training, staff told Plaintiff and the other girls that they
19
Complaint Case No: _______________________
 1 "didn't need to eat," sending them directly to additional rehearsals without providing a
2 lunch meal.
3 e. After tearing a tendon in her shoulder due to the strenuous demands placed upon her,

4 Plaintiff's doctors recommended rest and recovery. Defendant ignored medical advice
5 and insisted that Plaintiff continue with full dance training, threatening that she would
6 disappoint the company if she did not comply. This exacerbated her injury and caused
7 her significant physical pain and emotional distress. She also had a leg injury and was
8 expected to perform at full capacity despite the doctor’s recommendation of rest.
9 f. Plaintiff witnessed a fellow group member develop a severe eating disorder and attempt
10 suicide in February 2024 by ingesting 42 pills of Nyquil. Defendant concealed this
11 suicide attempt from the appropriate personnel, including their child welfare worker, and
12 instructed Plaintiff and others to lie about the incident, claiming the member was with
13 family. On information and belief, JYPE staff told Erik Winston that she had food
14 poisoning and was with family. This placed an immense emotional burden on Plaintiff,
15 who was forced to cope with the traumatic event without proper support or intervention.
16 g. Defendant installed hidden cameras in the group's living quarters, including the dining
17 area and pantry, to monitor Plaintiff's private conversations and activities without her
18 consent or knowledge. Plaintiff discovered surveillance stickers on the ceiling months
19 after the cameras had been installed, intensifying her feelings of entrapment and
20 violation.
21 89. Defendant's actions were intended to cause Plaintiff severe emotional distress or were
22 carried out with reckless disregard of the probability that Plaintiff would suffer such distress.
23 90. As a direct and proximate result of Defendant's extreme and outrageous conduct,
24 Plaintiff suffered severe emotional distress, including but not limited to anxiety, depression, insomnia,
25 loss of self-esteem, and other psychological injuries requiring medical and therapeutic treatment.

26 91. Plaintiff is entitled to compensatory damages for the severe emotional distress suffered
27 as a result of Defendant's conduct.
28
20
Complaint Case No: _______________________
 1 92. Defendant's conduct was malicious, oppressive, and despicable, carried out with willful
2 and conscious disregard of Plaintiff's rights and safety, entitling Plaintiff to an award of punitive
3 damages according to California Civil Code § 3294.

4 TWELFTH CAUSE OF ACTION

5 (Negligence)
6 (Against All Defendants)
7 93. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
8 herein.
9 94. At all relevant times, Defendant JYPE owed a duty of care to Plaintiff to act with the
10 level of care that a reasonably prudent person would under similar circumstances, particularly given
11 Plaintiff's status as a minor under their supervision and control.
12 95. Defendant breached this duty of care through negligent acts and omissions, including but
13 not limited to the following:
14 a. Defendant failed to ensure that Plaintiff worked in a safe environment, free from
15 unreasonable risks of harm.
16 b. Defendant required Plaintiff to engage in physically demanding activities without
17 adequate rest, nutrition, or medical attention, leading to physical injuries such as a torn
18 tendon in her shoulder and a leg injury.
19 c. Defendant's designated child welfare worker, Erik Winston, was consistently absent
20 from training and rehearsal sessions where Plaintiff and other minors were present.
21 d. Defendant failed to provide proper supervision to monitor working conditions and ensure
22 compliance with California labor laws protecting minors.
23 e. After Plaintiff sustained injuries, Defendant ignored medical advice recommending rest
24 and continued to require her to participate in strenuous rehearsals, exacerbating her
25 injuries.

26 f. Defendant neglected to provide appropriate mental health support or intervention despite

27 clear signs of distress among Plaintiff and her groupmates, including a suicide attempt
28
21
Complaint Case No: _______________________
 1 by a fellow member. Defendant's failure to act placed Plaintiff at increased risk of
2 psychological harm.
3 g. On one occasion, JYPE staff drove K.M. to a hotel in West Hollywood at 2:30 am and

4 left her unattended with no supervision, resulting in her mother driving six hours to pick
5 her up.
6 h. Defendant failed to ensure that Plaintiff received adequate nutrition and hydration,
7 essential for her health and well-being, especially given the physical demands of her
8 work.
9 96. Defendant's breaches of duty were a substantial factor in causing harm to Plaintiff.
10 Plaintiff suffered physical injuries, including but not limited to musculoskeletal injuries, and
11 psychological injuries requiring medical and therapeutic intervention.
12 97. As a direct and proximate result of Defendant's negligence, Plaintiff incurred damages,
13 including but not limited to medical expenses, costs for psychological counseling, loss of earnings, and
14 general damages for pain and suffering.
15 98. Plaintiff seeks compensatory damages according to proof at trial.
16 THIRTEENTH CAUSE OF ACTION
17 (Child Endangerment)
18 (Against All Defendants)
19 99. Plaintiff K.M. incorporates by reference all preceding paragraphs as though fully set
20 forth herein.
21 100. Defendant JYPE, through its acts and omissions, willfully caused or permitted Plaintiff,
22 a minor, to suffer unjustifiable physical pain and mental suffering and placed her in a situation where
23 her health and safety were endangered, in violation of California Penal Code § 273a.
24 101. Defendant's conduct that endangered Plaintiff includes but is not limited to:
25 a. Requiring Plaintiff to work extensive hours far exceeding legal limits for minors, often

26 from 10:30 a.m. until 9:00 p.m. or later, without adequate rest or breaks.
27
28
22
Complaint Case No: _______________________
 1 b. Failing to provide Plaintiff with adequate nutrition and hydration, essential for her health,
2 especially given the physical demands of her work. Defendant imposed restrictive diets
3 and denied meals and water breaks during rigorous rehearsals.

4 c. Compelling Plaintiff to continue performing strenuous activities after she sustained a

5 torn tendon in her shoulder and leg injury, contrary to medical advice recommending
6 rest and rehabilitation.
7 d. Defendant's child welfare worker, Erik Winston, was consistently absent, failing to
8 supervise and ensure the safety and well-being of Plaintiff and other minors under
9 Defendant's care.
10 e. Ignoring signs of severe emotional distress among Plaintiff and her peers, including a
11 suicide attempt by a fellow group member, and failing to provide appropriate mental
12 health support or intervention.
13 f. Installing hidden surveillance cameras in Plaintiff's living quarters without her
14 knowledge or consent, contributing to a hostile and distressing living environment.
15 102. Defendant's actions were willful and knowing, demonstrating a reckless disregard for
16 Plaintiff's safety and well-being.
17 103. Although California Penal Code § 273a is a criminal statute, civil liability arises under
18 California law when a statute establishes a duty of care, and its violation results in harm to a protected
19 class of individuals.
20 104. Under California Civil Code § 1714(a), everyone is responsible for injuries occasioned
21 to another by his or her lack of ordinary care or skill in the management of his or her property or person.
22 105. Defendant's violation of Penal Code § 273a constitutes negligence per se under Evidence
23 Code § 669, which establishes that the failure to exercise due care is presumed if:
24 a. Defendant violated a statute.
25 b. The violation proximately caused injury to Plaintiff.

26 c. The injury resulted from an occurrence the nature of which the statute was designed to
27 prevent.
28 d. Plaintiff was among the class of persons the statute was intended to protect.
23
Complaint Case No: _______________________
 1 106. As a direct and proximate result of Defendant's violation of Penal Code § 273a, Plaintiff
2 suffered physical injuries and severe emotional distress, including anxiety, depression, and trauma
3 requiring medical and psychological treatment.

4 107. Plaintiff is entitled to recover compensatory damages for the harm suffered.
5 108. Defendant's conduct was malicious, oppressive, and in reckless disregard of Plaintiff's
6 rights and safety, entitling Plaintiff to an award of punitive damages pursuant to California Civil Code
7 § 3294.
8 FOURTEENTH CAUSE OF ACTION
9 (Unfair Competition Law | Cal. Bus. & Prof. Code § 17200, et seq.)
10 (Against All Defendants)
11 109. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
12 herein.
13 110. Defendant JYPE engaged in unlawful, unfair, and fraudulent business acts and practices
14 in violation of the Unfair Competition Law (UCL), California Business and Professions Code § 17200
15 et seq.
16 111. Defendant's actions constitute unlawful business practices because they violate multiple
17 California statutes and regulations, including but not limited to:
18 a. Violations of Labor Code §§ 1194, 1197, and 1197.1 (failure to pay minimum wage), §§
19 226.7 and 512 (failure to provide meal and rest breaks), §§ 6400 and 6401 (failure to
20 provide a safe work environment), and §§ 1308.5 and 1391 (child labor provisions).
21 b. Violation of Penal Code § 273a (child endangerment).
22 c. Violation of Civil Code § 1708.8 (invasion of privacy).
23 112. Defendant's conduct is unfair because it offends established public policy and is
24 immoral, unethical, oppressive, unscrupulous, and substantially injurious to consumers, specifically
25 minors employed in the entertainment industry.

26 a. Defendant gained an unfair competitive advantage by reducing labor costs through the
27 exploitation of a minor, thereby harming both Plaintiff and competing businesses that
28 comply with the law.
24
Complaint Case No: _______________________
 1 b. The harm caused by Defendant's practices significantly outweighs any legitimate
2 justification or benefit.
3 113. Defendant engaged in fraudulent business practices by making misrepresentations and

4 omissions likely to deceive the public and Plaintiff.

5 a. Defendant represented to Plaintiff and the public that it would follow California labor
6 laws and industry norms, in the context of its petition for approval of the Agreement, but
7 it did not.
8 b. Defendant represented to Plaintiff and the public that there would be no filming in the
9 group residence, but there was.
10 c. Defendant's employee, Daniel Hong, publicly stated that Defendant strictly adhered to
11 California regulations regarding minors in the entertainment industry, which was false.
12 d. Defendant failed to disclose to Plaintiff and her guardians the true nature of the working
13 conditions, the financial burdens imposed, and the risks to her health and safety.
14 e. Plaintiff and her guardians relied on Defendant's misrepresentations and omissions when
15 entering into the Agreement and allowing Plaintiff to work under Defendant's
16 supervision.
17 114. As a direct and proximate result of Defendant's unlawful, unfair, and fraudulent business
18 practices, Plaintiff has suffered injury in fact and lost money or property, including but not limited to
19 unpaid wages, improper deductions, and exploitation of her likeness without proper compensation.
20 115. Pursuant to Business and Professions Code § 17203, Plaintiff seeks:
21 a. An order requiring Defendant to restore all monies and benefits acquired by means of
22 their unlawful practices to Plaintiff.
23 b. An order enjoining Defendant from continuing their unlawful, unfair, and fraudulent
24 business practices.
25 116. Plaintiff also seeks recovery of reasonable attorney's fees and costs pursuant to Code of

26 Civil Procedure § 1021.5, as this action results in the enforcement of important rights affecting the
27 public interest.
28 ///
25
Complaint Case No: _______________________
 1 FIFTEENTH CAUSE OF ACTION
2 (Breach of Contract)
3 (Against All Defendants)

4 117. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
5 herein.
6 118. On or about January 20, 2023, Plaintiff and Defendant JYP USA Inc. (“JYPE”) entered
7 a written contract titled “Amended and Restated Group Member Employment Agreement” (hereinafter
8 referred to as the “Agreement”), a true and correct copy of which is attached hereto as Exhibit A.
9 119. Plaintiff performed all conditions, covenants, and promises required on her part under
10 the Agreement, including but not limited to providing exclusive, full-time entertainment services as a
11 member of the global girl group VCHA (the “Group”) formed by Defendant.
12 120. Defendant materially breached the Agreement in several respects, including but not
13 limited to:
14 a. Failure to Pay Agreed Compensation
15 i. Section 6(a)(i)-(ii) of the Agreement stipulates that Defendant shall pay Plaintiff
16 a minimum Base Pay of $500 per week, which may include compensation for
17 hours worked, vacation, holidays, and paid sick leave.
18 ii. Despite this provision, Defendant paid Plaintiff inconsistent amounts, sometimes
19 less than $500 per week, despite Plaintiff working excessive hours, often
20 exceeding 12 hours per day.
21 iii. Defendant failed to compensate Plaintiff for overtime hours as required under
22 Section 6(a)(i) and applicable California labor laws, which are incorporated into
23 the Agreement by reference.
24 b. Imposing Unauthorized Deductions and Recoupments
25 i. Section 6(a)(vi) of the Agreement states: "Your Base Pay will be recoupable by

26 Company against Other Entertainment Income payable to You pursuant to

27 Schedule C hereof, but not, for purposes of clarification, against any Record
28 Royalties... or Publishing Royalties..."
26
Complaint Case No: _______________________
 1 ii. While the Agreement allows Defendant to recoup Base Pay against "Other
2 Entertainment Income," Defendant failed to provide Plaintiff with proper
3 accounting or transparency regarding such recoupments.

4 iii. Defendant made deductions and recoupments from Plaintiff's earnings without
5 proper disclosure, consent, or adherence to the terms specified in Schedule C of
6 the Agreement, thereby breaching the Agreement.
7 iv. Defendant's actions violated California Labor Code §§ 221 and 223, and other
8 statutes, which prohibit unlawful deductions from wages, and these statutes are
9 implied terms of the Agreement under the covenant of good faith and fair dealing.
10 c. Failure to Provide a Safe and Healthful Work Environment
11 i. Defendant required Plaintiff to work excessive hours without adequate rest or
12 meal breaks, in violation of California Labor Code §§ 226.7 and 512, which are
13 implied terms of the Agreement.
14 ii. Defendant ignored medical advice regarding Plaintiff’s torn tendon in her
15 shoulder and leg injury, insisting she continue full dance training, thereby
16 breaching their duty under Agreement Section 2(a) to act in a manner that
17 promotes Plaintiff’s health and safety.
18 d. Violation of Privacy Rights
19 i. Section 11(b)(ii) of the Agreement requires Plaintiff to maintain confidentiality
20 but does not grant Defendant the right to invade Plaintiff’s privacy unlawfully.
21 ii. Defendant breached the implied covenant of good faith and fair dealing by
22 installing hidden cameras in the Group Residence, including private areas such
23 as the dining area and pantry, without Plaintiff’s knowledge or consent.
24 iii. This conduct violates California Civil Code § 1708.8, which prohibits invasion
25 of privacy through unlawful recording, and constitutes a material breach of the

26 Agreement.
27 e. Failure to Provide Proper Supervision and Support
28
27
Complaint Case No: _______________________
 1 i. Defendant’s designated child welfare worker, Erik Winston, was consistently
2 absent from training and rehearsal rooms, failing to provide the required
3 supervision and support.

4 ii. This breach resulted in Plaintiff being subjected to unsafe working conditions
5 and emotional distress, contrary to the obligations under the Agreement.
6 f. Imposing Unreasonable Restrictions and Control
7 i. Section 2(d) allows Defendant to manage Plaintiff’s social media activity but
8 requires that any guidelines or restrictions be provided in writing and be
9 reasonable.
10 ii. Defendant excessively controlled Plaintiff’s personal social media accounts,
11 requiring deactivation and prohibiting any personal expression without prior
12 approval, thereby breaching the implied covenant of good faith and fair dealing.
13 121. Defendant’s material breaches have caused Plaintiff to suffer damages, including but not
14 limited to:
15 a. Unpaid wages and overtime compensation due under the Agreement and California labor
16 laws.
17 b. Emotional distress and mental anguish resulting from abusive working conditions,
18 invasion of privacy, and lack of support.
19 c. Physical injuries exacerbated by Defendant’s insistence that Plaintiff continue
20 performing despite medical advice to rest.
21 d. Economic losses from unauthorized deductions and failure to account for revenue
22 generated from Plaintiff’s performances and likeness.
23 122. As a direct and proximate result of Defendant’s breaches, Plaintiff has incurred damages
24 in an amount to be proven at trial, including but not limited to:
25 a. Compensatory damages for unpaid wages, overtime, and unauthorized deductions.

26 b. General damages for pain, suffering, and emotional distress.

27 c. Special damages for medical expenses, counseling, and other out-of-pocket costs
28 incurred.
28
Complaint Case No: _______________________
 1 d. Consequential damages for loss of future earnings and professional opportunities.
2 123. Plaintiff is entitled to recover all amounts due under the Agreement, as well as
3 consequential and incidental damages resulting from Defendant’s breaches, including interest thereon

4 at the legal rate.

5 124. Plaintiff has performed all conditions, covenants, and promises required on her part to
6 be performed in accordance with the terms and conditions of the Agreement or has been excused from
7 such performance due to Defendant’s material breaches.
8 125. Pursuant to Section 18(a) of the Agreement, disputes arising out of the terms and
9 enforcement of the Agreement are subject to binding arbitration under the Federal Arbitration Act.
10 However, Plaintiff alleges that the arbitration clause is unconscionable and unenforceable due to
11 Defendant’s oppressive conduct and the adhesion nature of the Agreement. Plaintiff, a minor, also
12 repudiates that clause.
13 126. Plaintiff requests that the Court find that Defendant’s breaches are material and that
14 Plaintiff is entitled to all remedies available under California law, including rescission of the Agreement,
15 restitution, and damages.
16 SIXTEENTH CAUSE OF ACTION
17 (Fraud and Deception in the Inducement | Violations of
18 Cal. Civil Code §§ 1689, 1709, 1710)
19 (Against All Defendants)
20 127. Plaintiff K.M. incorporates by reference all preceding paragraphs as though fully set
21 forth herein.
22 128. On or about January 20, 2023, Plaintiff and Defendant JYP USA Inc. ("JYPE") entered
23 into a written contract titled "Amended and Restated Group Member Employment Agreement"
24 (hereinafter referred to as the "Agreement"), a true and correct copy of which is attached hereto as
25 Exhibit A.

26 129. Plaintiff, a 15-year-old aspiring artist at the time of entering into the Agreement, relied
27 upon several material representations made by Defendant in deciding to enter into the Agreement.
28
29
Complaint Case No: _______________________
 1 130. Defendant made the following material representations to Plaintiff, both orally and in
2 writing, prior to and at the time of entering into the Agreement:
3 a. Promise to Comply with California Labor Laws

4 i. Defendant represented that it would fully comply with all applicable California
5 labor laws, including but not limited to laws governing wages, hours, meal and
6 rest breaks, overtime compensation, and safe working conditions.
7 ii. Section 2(a) of the Agreement states that Plaintiff agrees to perform her duties
8 "in accordance with the terms and conditions of this Agreement," which
9 implicitly includes compliance with applicable laws.
10 iii. Defendant assured Plaintiff and her guardians that her rights under California
11 labor laws would be fully protected and honored.
12 b. Assurance of Privacy and No Surveillance in the Group Residence
13 i. Defendant represented that the Group Residence would be a private and safe
14 living environment, free from unauthorized surveillance or intrusion.
15 ii. Defendant specifically stated that no hidden cameras or recording devices would
16 be installed in private areas of the Group Residence.
17 iii. Section 11(b)(ii) of the Agreement emphasizes the importance of confidentiality
18 and privacy, suggesting a mutual understanding of respecting personal
19 boundaries.
20 c. Promise to Provide Agreed Compensation
21 i. Defendant promised to pay Plaintiff the Base Pay and other compensation as
22 detailed in Section 6(a) of the Agreement.
23 ii. Defendant represented that Plaintiff would receive fair compensation for all
24 hours worked, including overtime, and that all payments would be made in
25 accordance with California wage laws.

26 131. At the time these representations were made, Defendant knew them to be false and made
27 them with the intention to induce Plaintiff to enter into the Agreement.
28 132. Defendant's actual intentions were as follows:
30
Complaint Case No: _______________________
 1 a. Intent Not to Comply with California Labor Laws
2 i. Defendant never intended to adhere to California labor laws, as evidenced by its
3 subsequent conduct of requiring excessive working hours, denying meal and rest

4 breaks, and failing to pay proper wages and overtime.

5 ii. Defendant's internal policies and practices were designed to circumvent labor
6 regulations to maximize control over Plaintiff and reduce operational costs.
7 b. Preplanned Installation of Hidden Cameras
8 i. Contrary to its assurances, Defendant had already planned to install hidden
9 cameras in the Group Residence to monitor Plaintiff and other group members
10 without their knowledge or consent.
11 ii. The installation of surveillance equipment was a deliberate act intended to exert
12 undue control and invade Plaintiff's privacy.
13 c. Intention Not to Provide Agreed Compensation
14 i. Defendant did not intend to pay Plaintiff the promised compensation, as
15 demonstrated by its failure to make consistent payments and unauthorized
16 deductions from her earnings.
17 ii. Defendant manipulated accounting practices to deprive Plaintiff of her rightful
18 compensation.
19 133. Plaintiff, unaware of Defendant's true intentions, reasonably and justifiably relied on
20 these material representations when deciding to enter into the Agreement.
21 134. Had Plaintiff known the true facts, she would not have entered into the Agreement or
22 would have insisted on different terms to protect her rights and interests.
23 135. As a direct and proximate result of Defendant's fraudulent inducement, Plaintiff has
24 suffered damages, including but not limited to:
25 a. Emotional distress and mental anguish resulting from invasion of privacy, excessive

26 control, and abusive working conditions.

27 b. Financial losses due to unpaid wages, unauthorized deductions, and lack of promised
28 compensation.
31
Complaint Case No: _______________________
 1 c. Physical injuries exacerbated by overwork and lack of proper medical attention.
2 d. Loss of educational opportunities and setbacks in academic progress.
3 136. Defendant's conduct constitutes actual fraud under California Civil Code §§ 1709 and

4 1710, which defines deceit as "the suggestion, as a fact, of that which is not true, by one who does not
5 believe it to be true" and "a promise made without any intention of performing it."
6 137. Pursuant to California Civil Code § 1689(b)(1), Plaintiff is entitled to rescission of the
7 Agreement on the grounds that her consent was obtained through fraud.
8 138. Rescission is necessary to restore Plaintiff to her position prior to entering the Agreement
9 and to prevent Defendant from unjustly benefiting from its wrongful conduct.
10 139. Plaintiff has provided or hereby provides notice of rescission to Defendant and offers to
11 restore any consideration received to the extent required by law.
12 140. Plaintiff seeks restitution of all benefits conferred upon Defendant, including but not
13 limited to profits derived from Plaintiff's performances, likeness, and any other contributions.
14 141. Additionally, Plaintiff is entitled to recover punitive damages under California Civil
15 Code § due to Defendant's oppression, fraud, and malice in intentionally deceiving Plaintiff for its own
16 gain.
17 SEVENTEENTH CAUSE OF ACTION
18 (Declaratory and Injunctive Relief)
19 (Against All Defendants)
20 142. Plaintiff incorporates by reference all preceding paragraphs as though fully set forth
21 herein.
22 143. An actual, present, and justiciable controversy exists between Plaintiff K.M., a minor,
23 and Defendant JYP USA Inc. (“JYPE”) regarding the validity and enforceability of contractual
24 provisions that: (1) restrict K.M.’s right to work, perform, or appear publicly, including those that
25 require exclusivity and bar her from seeking alternative opportunities; (2) enable retaliatory, coercive,

26 or threatening behavior designed to prevent K.M. from pursuing her career; and (3) impose prior
27 restraints on K.M.’s freedom of speech, including her ability to speak openly about her experiences or
28 use social media platforms to express herself. (See Compl. ¶¶ 40-42, 41(h)-(i), 117-126.)
32
Complaint Case No: _______________________
 1 144. K.M. seeks a judicial declaration that the restrictive covenants and practices imposed by
2 JYPE—particularly the contract’s exclusivity and non-compete terms, and the restrictions on K.M.’s
3 speech—are unconscionable, illegal, and unenforceable under California law. These contractual

4 provisions stand in direct conflict with California’s strong public policy prohibiting restraints on trade
5 and employment opportunities, especially for a minor in the entertainment industry, and they violate
6 Cal. Bus. & Prof. Code § 16600 and related statutes. K.M. further seeks a declaration that JYPE’s
7 attempts to silence her and restrict her career are contrary to California’s public interest and labor
8 protections for minors, including but not limited to those set forth in the California Labor Code.
9 145. As detailed in the Complaint, K.M. has asserted multiple claims against JYPE, including
10 violations of child labor laws (Compl. ¶¶ 43-49), minimum wage and meal/rest break laws (Compl. ¶¶
11 50-58, 63-66), and workplace safety requirements (Compl. ¶¶ 59-62). K.M. has also alleged that the
12 Agreement’s restrictive covenants are unconscionable and unenforceable (Compl. ¶¶ 41-42, 117-126).
13 California courts and statutes favor the protection of minors in entertainment and closely scrutinize any
14 contractual arrangements that deprive them of their rights or subject them to unsafe and exploitative
15 conditions. K.M. has presented substantial, verified allegations that JYPE committed direct violations
16 of the stringent protections for minors in the entertainment industry. These well-supported claims
17 establish a strong likelihood that K.M. will prevail on the merits.
18 146. Plaintiff therefore seeks a preliminary injunction enjoining Defendant JYP USA Inc.
19 ("JYPE") and its agents, employees, representatives, and those acting in concert with them, from:
20 a. Enforcing any contractual provisions that restrict K.M.'s right to work, perform, or
21 appear publicly, including those that require exclusivity or bar her from pursuing
22 alternative entertainment opportunities;
23 b. Engaging in any retaliatory, coercive, or threatening behavior aimed at preventing K.M.
24 from pursuing her career; and
25 c. Preventing K.M. from speaking openly about her experiences or imposing prior

26 restraints on her personal expression, including speech on social media.

27 147. Following trial on the merits, K.M. will seek a permanent injunction incorporating the
28 above terms, permanently freeing her from JYPE's unlawful and unconscionable restrictions, thereby
33
Complaint Case No: _______________________
 1 ensuring she can pursue her chosen profession and speak freely without the specter of retaliation or
2 harm.
3 PRAYER FOR RELIEF

4 WHEREFORE, Plaintiff prays for judgment against Defendant as follows:

5 1. An award of compensatory damages in an amount according to proof at trial, including but not
6 limited to unpaid wages, overtime compensation, unauthorized deductions, and other economic
7 losses resulting from Defendant's breach of contract and violations of California law.
8 2. An award of general damages for pain, suffering, emotional distress, and mental anguish caused
9 by Defendant's wrongful conduct, including but not limited to abusive working conditions,
10 invasion of privacy, and intentional infliction of emotional distress.
11 3. An award of special damages, including but not limited to:
12 a. Medical and psychological treatment expenses incurred as a result of Defendant's
13 conduct.
14 b. Lost earnings and loss of earning capacity due to injuries and emotional distress.
15 4. An order requiring Defendant to disgorge and make restitution of all profits, benefits, and other
16 compensation wrongfully obtained from its unlawful acts, including but not limited to revenues
17 derived from Plaintiff's performances, likeness, and contributions.
18 5. An order rescinding the Amended and Restated Group Member Employment Agreement on the
19 grounds of fraud in the inducement and material breaches by Defendant.
20 6. Restitution of all benefits conferred upon Defendant under the Agreement, restoring Plaintiff to
21 her respective position prior to entering into the Agreement.
22 7. A declaration that the arbitration clause contained in Section 18(a) of the Agreement is
23 unconscionable, invalid, and unenforceable under California law.
24 8. A declaration that the Agreement, and especially every restraint on Plaintiff’s ability to practice
25 her trade, is unconscionable, invalid, and unenforceable under California law.

26 9. A declaration that Defendant's actions violated Plaintiff's rights under California labor laws,
27 privacy laws, and other applicable statutes.
28
34
Complaint Case No: _______________________
 1 10. A permanent injunction prohibiting Defendant from engaging in unlawful practices, including
2 but not limited to:
3 a. Failing to pay minimum wage and overtime compensation.

4 b. Requiring employees to work without adequate rest and meal breaks.

5 c. Unlawful surveillance and invasion of privacy.
6 11. An order requiring Defendant to implement policies and procedures to ensure compliance with
7 California labor laws and privacy protections.
8 12. An award of statutory penalties and interest as provided by law, including penalties under the
9 California Labor Code and other applicable statutes.
10 13. An award of punitive and exemplary damages in an amount sufficient to punish Defendant for
11 its malicious, oppressive, and fraudulent conduct, and to deter similar conduct in the future,
12 pursuant to California Civil Code § 3294.
13 14. An award of reasonable attorney's fees and costs of suit incurred herein, as permitted by law,
14 including but not limited to those authorized under the California Labor Code, California Civil
15 Code §§ 1021.5 and 1717, and other applicable statutes.
16 15. An award of pre-judgment and post-judgment interest at the maximum legal rate on all sums
17 awarded to Plaintiff, from the earliest date allowed by law until paid in full.
18 16. Any additional relief that the Court finds necessary and appropriate.
19
20 Date: December 6, 2024 |JD| GRAHAM LEGAL
21
22
23
24
25 By: ___________________________
Jeremiah D. Graham
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35
Complaint Case No: _______________________
 1 VERIFICATION
2 (CCP § 446)
3 I, Tracey Madder, am the Guardian Ad Litem for Plaintiff K.M. in this action. I have read the

4 foregoing Complaint and know its contents. I have interviewed K.M., gathered relevant information
5 and thoroughly reviewed the foregoing complaint. I am informed and believe, and on that ground
6 allege, that the matters stated therein are true. To the extent that any matters alleged in the Complaint
7 are stated upon information and belief, I believe them to be true.
8 Executed this 6th day of December 2024, at Los Angeles, California.
9
10 ________________________________
ID DctxMh6auoM3aCwkUizUNHbp

Tracey Madder
11 Guardian Ad Litem for Plaintiff K.M.
12
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16
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25

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36
Complaint Case No: _______________________
 1 DEMAND FOR JURY TRIAL
2 Plaintiff hereby demands a trial by jury on all issues so triable.
3

4 Date: December 6, 2024 |JD| GRAHAM LEGAL

5
6
7
8
9 By: ___________________________
Jeremiah D. Graham
10
11
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37
Complaint Case No: _______________________
eSignature Details

Signer ID: DctxMh6auoM3aCwkUizUNHbp

Signed by: Tracey Madder
Sent to email: [email protected]
IP Address: 4.2.70.152
Signed at: Dec 6 2024, 10:57 am PST
Exhibit A
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AMENDED AND RESTATED GROUP MEMBER EMPLOYMENT AGREEMENT

This agreement (“Agreement”), with effect as of January 20, 2023 (“Effective Date”),
made and entered into by and between JYP USA Inc., a California corporation with its registered
office at 3131 Cahuenga Blvd. W, Los Angeles, CA 90068 or its designee (“Company”), and KG
Crown (“You”), c/o Loeb & Loeb, 345 Park Avenue, New York, NY 10154, Attn: Debra A. White
(“Attorney”), hereby amends and restates that certain Group Member Employment Agreement by
and between You and Company dated as of December 28, 2022 (the “Superseded Agreement”).
You and Company are sometimes referred to individually as a “Party” or collectively as “Parties”.

WHEREAS, You have previously entered into a written participant agreement with
Company (“Participant Agreement”) to appear as a contestant on the television program entitled
“A2K” (the “Series”), which participation includes the opportunity to be selected to be a member
of a global girl supergroup (the “Group”) and enter into an agreement between JYP Entertainment
Corporation (“JYPE”) or its designated entity (i.e., Company) concerning your participation in
the Group (the “Career Development Opportunity”); and

WHEREAS, Company and You wish to memorialize such terms and conditions, as set
forth below, to become effective if and when the Company exercises its Option (as defined herein)
to enter into this Agreement with You;

NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency, and
legal adequacy of which are hereby acknowledged, the Parties hereto hereby agree as follows:

CONDITIONS PRECEDENT. Your and Company’s obligations under this Agreement are
expressly conditioned upon, and subject to, You delivering to Company a copy of this Agreement
signed by You and your parents or legal guardians (individually and collectively, “Guardian”);
and Company’s obligations under this Agreement are expressly conditioned upon, and subject to,
You delivering to Company the following documentation: (A) completed and certified
employment eligibility documentation in compliance with applicable laws and regulations (e.g.,
Form I-9); and (B) any and all documentation required by Company’s payroll company (e.g., Form
W-9/W-8BEN). If You are not a citizen of the United States or other applicable country, then You
acknowledge and agree that all of Company’s obligations under this Agreement are further
conditioned upon, and subject to, obtaining any and all necessary visa forms and/or other
documents required by applicable immigration laws or regulations for your employment in the
United States or other applicable location in accordance with the terms hereof.

CONDITION SUBSEQUENT. All of Company’s obligations under this Agreement are expressly
conditioned upon, and subject to, You not being in material breach or otherwise in default of this
Agreement.

1. OPTION. You hereby grant to Company the sole, exclusive and irrevocable option
(“Option”), for a period commencing as of the Effective Date and continuing up to and including
the date that is the earlier of (i) six (6) months after the initial broadcast of the final episode of the
cycle of the Series in which You appear and (ii) six (6) months after the conclusion of the Series
Contest (as such term is defined in the Participant Agreement) in which You participate to enter
into this Agreement with You, which Option will be exercised via written notice (email will
suffice) to your Attorney. The date of Company’s exercise of its Option (if ever), will be referred
to herein as the “Option Exercise Date”. Notwithstanding the foregoing, in the event You are
eliminated from the Series, then the Option shall expire on the date that is six (6) months after the
date of your elimination.
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2. DUTIES AND RESPONSIBILITIES OF EMPLOYMENT.

(a) General. Upon exercise of the Option (if ever), Company agrees to employ You
and You agree to accept employment during the Term (as defined herein) upon the terms
and conditions set forth in this Agreement. You acknowledge that the services rendered by
You as part of your employment shall, at Company’s election, include, by way of example
and without limitation, performing and recording (whether live, audio, visual, and/or
audiovisual recording) as part of a music performance group or individually; the writing or
composing of musical works; the making of personal appearances, including without
limitation public appearances, in places of amusement and entertainment; performing
(instrumental, vocal, or otherwise) for records and recordings; music publishing;
publications; appearances in motion pictures, theater, television and other audio-only,
visual-only, and/or audiovisual works (live, filmed and/or recorded); performing modeling
services; lending your Likeness (as defined herein) to the creation and exploitation of
avatars, emojis, and/or other digital or virtual reality projects (including, without limitation,
NFTs, artificial intelligence, augmented reality, multiverse, holographic and/or other
simulations); speaking engagements; making posts on social media accounts (as further set
forth herein) in support of the Group or third party products or services; appearing in
advertisements, and participation in brand and/or product endorsements and sponsorship
opportunities for the Group; participation in activities pertaining to publicity, public
relations, and fan club, including, without limitation, live and pre-taped interaction with
fans, which may be in-person, via live video or telephonic feed, or otherwise; participation
in creation of audio-visual content, and any and all matters pertaining to your services,
whether individually or as a member of the Group (individually and collectively,
“Entertainment Activities”). During the Term, You agree at all times to attend to your
career as a member of the Group and to do all things reasonably necessary and desirable to
promote the Group and your career and to maximize earnings therefrom and to refrain from
unlawful or offensive conduct. Such duties will be performed at such times and places, and
in such form and content as requested, directed, and explicitly approved in advance by
Company in its sole discretion, and otherwise in accordance with the terms and conditions
of this Agreement. You agree to comply promptly and faithfully will all lawful instructions,
directions, requests, regulations, and rules reasonably established by Company in the
course of your employment hereunder. You agree to perform and render the services
described hereunder on a “full-time”, exclusive basis, conscientiously and to the full extent
of your ability, in a first-class professional manner, and in such a manner as to promote
and further the reputation and good name of You, Company and of the Group.

(b) Member Personality. You acknowledge and agree that You may be assigned a
designated character and personality within the Group, which designation may require You
to, for the duration of the Term: (i) go by a designated moniker (“Member Name”); (ii)
maintain a physical appearance and personality/demeanor that is consistent with your
assigned character; and (iii) perform a designated role within the Group (e.g., lead singer,
dancer, etc.) (collectively with the Member Name, the “Member Personality”). Company
will meaningfully consult with You regarding the Member Personality, provided that in
the event of a dispute Company’s decision will be final.

(c) Residence.

(i) Housing / Relocation. You acknowledge and agree that, for the duration of
the Term, You will be required to reside in the Los Angeles area within reasonable driving
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distance of Company’s office and Group practice facilities. In addition, you acknowledge
and agree that Company has determined, based on its longstanding experience developing
and producing highly successful singing groups, that a group residential setting is a key
element to the development and success of singing groups and their individual members.
Therefore, for the duration of the Term, Company will provide You with the opportunity
to reside in a residence shared with other members of the Group (the “Group Residence”).
In addition, at all such times during the Term that You are under the age of sixteen (16),
You acknowledge and agree that your Guardian must also reside within reasonable driving
distance of Company’s office, the Group practice facilities and, at such times as You may
reside in the Group Residence, the Group Residence. Company will provide a collective
residence that is within reasonable proximity to the Group Residence (the “Guardian
Residence”) for Guardians of Group members who are under the age of sixteen (16), and
(at such Guardians’ election) for Guardians of Group members who are at least sixteen (16)
but less than eighteen (18) years of age. The Group Residence and the Guardian Residence,
including the location thereof and all amenities, will be selected by Company in meaningful
consultation with You and your Guardian, but in the event of a dispute, Company’s
decision shall be final. Company will be responsible for providing the Group Residence
and the Guardian Residence, including any and all required maintenance and all utilities
(i.e., water, gas, electric, television and internet) and Residence security (the nature of such
security will be determined by Company in its good faith estimation, taking into account
the location and type of Residence) (all such costs incurred by Company, including the
Relocation Fee (as defined herein), will be aggregated and collectively referred to herein
as “Residence Expenses”); provided, however, that You and your Guardian will be
responsible for all other living expenses not otherwise specifically set forth in this
Agreement (for clarity, Company will provide You and, for such times during the Term
that You are under the age of sixteen (16), your Guardian, with ground transportation to
and from the Group Residence (and Guardian Residence) and locations within the general
Los Angeles area at which Company requires You to render services hereunder).
Notwithstanding the foregoing, Company shall provide a one-time flat, non-accountable
relocation fee in the amount of One Thousand Dollars ($1,000) for each Group member
and, for each Group member who is under the age of eighteen (18) and whose Guardian
resides outside of the Los Angeles area and relocates to the Guardian Residence, such
Group member’s Guardian (the “Relocation Fee”). Sixty Percent (60%) of Company’s
Residence Expenses that are attributable to the Group Residence and the Group members’
Relocation Fees, and Eighty Percent (80%) of Company’s Residence Expenses that are
attributable to the Guardian Residence and the Guardian’s Relocation Fees, with all such
amounts prorated by the number of other members of the Group, will be recoupable by
Company against Other Entertainment Income as defined and payable to You pursuant to
Schedule C hereof. Notwithstanding the foregoing, (A) in the event that a Guardian is not
required to, but elects to live at the Guardian Residence as provided above, then the
Relocation Fee and Residence Expenses for said Guardian shall only be recoupable against
the Other Entertainment Income for the Group member of such Guardian, and (B) in the
event that You do not live in the Group Residence, then the Residence Expenses associated
with the Group Residence shall not be recoupable against the Other Entertainment Income
for You.

(ii) Resident Supervisor. Company will designate an individual (an adult

woman who is fluent in the English language, and whose background has been vetted by
Company) who will live full time at the Residence to supervise You and the other Group
members (the “Resident Supervisor”), including ensuring adherence with all Residence
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rules, which rules will be provided to You in writing by Company in advance of your
arrival at the Residence. You and the other Group members and your Guardians will have
the opportunity to meet the Resident Supervisor via videoconference in advance of your
arrival at the Residence. For purposes of clarification, the Resident Supervisor will be
chosen by Company in its sole discretion; provided, however, that in the event the Resident
Supervisor engages in behavior that a majority of persons, using a reasonable person
standard, would agree is inappropriate and/or harmful to the Group members, Company
will remove the Resident Supervisor and provide an alternate Resident Supervisor in their
stead.

(d) Social Media. You acknowledge and agree that during the Term Company shall
have the right to require You to de-activate and protect from any public viewing or access
all of your then-existing active or dormant social media accounts (including, without
limitation, alias accounts (e.g., “Finsta”, etc.), and to cause You to create one or more new
social media accounts as your Member Personality. You agree that You may be required
to produce and post social media content in promotion of the Group and/or third parties,
all as and when directed by Company, and that Company will have the right to make social
media posts on behalf of your Member Personality. For purposes of clarity, all of your
social media activity (including the existence of social media accounts, posts, comments,
likes, or otherwise) during the Term must be approved in advance in writing by Company
and You are strictly prohibited from engaging in any social media activity, whether
personally or as the Member Personality, without the express prior written approval of
Company, provided that You will have a right of meaningful consultation with Company
with respect to all posts You are required to make during the Term (for purposes of
clarification, in the event of any disagreement, Company’s decision will control). At all
times during the Term, You shall follow social media guidelines to be provided to You in
writing by Company, as may be amended (the “Social Media Guidelines”).

(e) Third-Party Agreements. In Company’s sole discretion, during the Term, Company
shall have the exclusive right to furnish your services in connection with Entertainment
Activities, including, without limitation, with respect to sponsorships, third-party content,
integrating third-party links and/or products into your required social media posts, and
requiring You to make social media posts for third parties. Company shall enter into all
agreements with third parties in connection with such services (each, a “Third-Party
Agreement(s)”). All income payable under a Third-Party Agreement will be paid to
Company, and You shall be paid a share of such income in accordance with Section 6
below. If You receive any offers of employment, sponsorship opportunities, for
Entertainment Activities or otherwise during the Term from any third party, You shall
promptly advise Company of all such offers of employment submitted to You and will
refer any inquiries concerning your and/or the Group’s services to Company.
Notwithstanding the foregoing, any Third-Party Agreement(s) in connection with the
following shall be subject to your prior written approval: (i) alcohol, tobacco, and firearms,
(ii) religious or political content, (iii) pharmaceuticals, or (iv) x-rated content.

3. TERM.

(a) Initial Period. The Term of this Agreement will commence on the Option Exercise
Date and continue for a period of four (4) years thereafter (the “Initial Period”) unless

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earlier terminated pursuant to the provisions of Section 8 of this Agreement hereof or

unless extended pursuant to Section 3(b) below.

(b) Second Option.

(i) Company will have the irrevocable option (the “Second Option”),
exercisable at its sole discretion, to extend the Initial Period upon all the same terms and
conditions as during the Initial Period, except as stated in this Agreement or otherwise
agreed to in writing by You and Company, for one consecutive period of three (3)
additional consecutive years commencing on the date immediately following the
conclusion of the Initial Period (the “Extended Period”). If Company does not exercise
its Option for the Initial Period or its Second Option for the Extended Period, the Term of
this Agreement shall expire and Company shall not have the right to exercise any
subsequent options thereafter, unless otherwise mutually agreed by You and Company in
writing. The Second Option may (but is not required to be) exercised by written notice
prior to the date of the expiration of the period of the Term preceding that for which such
option is exercised or as otherwise permitted by this Agreement.

(ii) The Initial Period and Extended Period (if applicable) shall be referred to
collectively herein as the “Term.” You agree and acknowledge that Company has no
obligation to exercise the Second Option or continue your employment after expiration of
the Initial Period, and You expressly acknowledge that no promises or understandings to
the contrary have been made or reached.

(iii) Notwithstanding the foregoing, if as of the last date of the Initial Period,
Company has not exercised Company’s Second Option to extend the Term, the Initial
Period nevertheless shall continue until You notify Company in writing (email shall
suffice), referring specifically to this Section 3(b)(iii), that You do not want the Term to
continue. If Company does not exercise Company’s Second Option to extend the Term for
the Extended Period on or before the date that is ten (10) business days after Company
receives that specific written notice from You (“Notice Date”), then the Term shall end on
the Notice Date, as if the Notice Date were the original expiration date of the Initial Term,
without any liability or additional obligation to You in connection therewith.

4. EXCLUSIVITY. During the Term, You agree to render exclusive, full-time, in-person
services for Company, and that You will not render services (whether paid or unpaid) for
yourself or any third-party without Company’s express prior written permission. For
purposes of clarity, You will be exclusive to Company in the entertainment and media
industries and for the Entertainment Activities, including, without limitation, as a recording
artist, songwriter, writer, performer, dancer, singer, producer, musician, choreographer,
social media personality, influencer, entertainer, model and actor, in and as part of the
various presentations by Company of events branded as associated with You and/or the
Group produced by or on behalf of Company. For the avoidance of doubt, during the Term
You will not appear on, or authorize production of, or participate in any way with any other
television programming, radio programming, on-line service, podcast, interview, blog,
livestream, virtual reality, NFT, video game, social media, print media (including digital),
or any other media now known or hereafter devised, or make or appear in, or in connection
with, any live or recorded performance or personal appearance (including in store
appearances, at clubs or at malls), or any content, commercials, endorsements,
sponsorships, or merchandise without Company’s prior written consent. Further, in the

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event You are contacted during the Term by any individual or organization requesting an
interview, comment, or other involvement, You will promptly notify Company and will
adhere to Company’s lawful instructions as to any further communication with such
individual or organization. All exclusivity provisions set forth in this Agreement shall
apply at all times during the Term (including, without limitation, all times during which
Company has the right to exercise options for your services hereunder) and for the
maximum duration under applicable laws (including, to the extent they should become
applicable, to the maximum extent permitted by SAG-AFTRA Agreements). In the event
that applicable compensation paid or payable by Company to You hereunder for a given
activity does not equal or exceed the applicable minimum compensation required for
Company to be entitled to the maximum and/or desired exclusivity rights in your services
under the SAG-AFTRA Agreements if such SAG-AFTRA Agreements are applicable to
such activity, Company will increase your compensation by an amount equal to the
minimum additional compensation necessary under the SAG or AFTRA Agreements to
secure such exclusivity rights.

5. GRANT OF RIGHTS.

(a) You acknowledge and agree that, effective automatically upon Company’s exercise
of the Option, any and all results and proceeds of your services from the inception of their
creation, including, but not limited to, any work of authorship, copy, publication, materials,
ideas, concepts, formats, suggestions, developments, sound recordings, musical
compositions, dances, arrangements, packages, programs, recordings or films,
performances, audiovisual recordings, video or other games, theme park attractions, and
other intellectual properties, virtual or augmented reality performances or recordings,
NFTs or other digital creations, including works in progress (the “Works”), shall be
deemed to be, for purposes of copyright law throughout the universe, “works made for
hire” within the meaning of the U.S. Copyright Act of 1976, as amended, and for the
purposes of all other copyright laws throughout the world, for Company by You and all
other persons or entities rendering or providing services in connection therewith, specially
ordered or commissioned by Company for use as a contribution to a collective work or
compilation. “Works” shall also be deemed to include, without limitation, any and all
material that You may create (or participate in the creation of) in or in connection with the
Group activities or at Company’s instruction, including, without limitation, any personal
journals or diaries (including, but not limited to, video diaries, vlogs, blogs, webisodes, e-
mails, text/picture messages, status updates, tweets, and other social media) You may write
or contribute to, any photographs, videos, jingles, slogans, catchphrases, audio recordings,
video recordings, artwork, musical compositions that You may write or contribute to, and
any other recordings or other intellectual property taken or created by You in or in
connection with your services for Company. Notwithstanding the foregoing, in the event
You contribute to the writing of any musical compositions, then You shall be entitled to
collect, if applicable, your so-called “writer’s share” of public performance royalties
directly from your applicable public performance organization. Company shall have the
exclusive right to obtain registration of copyright (and all renewals and extensions thereof)
throughout the universe in all Works in Company’s name, as the sole owner and author
thereof. If, for any reason, Company shall be deemed not to be the author of the Works or
any of such Works shall be deemed not to be a “work made for hire” for Company and/or
there are any rights in the Works which do not accrue to Company under this Section 5(a),
then You hereby irrevocably do and agree to grant, transfer, convey and assign directly to
Company any and all of your right, title and interest thereto throughout the universe,
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including, without limitation, any and all copyrights for the duration thereof (and all
renewals and extensions thereof and the right to secure copyright registration with respect
thereto), patents, trade secrets, trademarks and/or other rights of whatsoever nature therein,
whether or not now or hereafter known, existing, contemplated, recognized or developed,
and Company will have the right to use the same in perpetuity throughout the universe in
any manner Company determines without any further payment to You whatsoever. You
hereby irrevocably assign to Company (and to the extent such assignment is invalid or
unenforceable, You hereby irrevocably waive the enforcement of) all rights of “droit
moral” or “moral rights of authors” or similar rights throughout the universe which You
now or may hereafter have in and to the Works, all to the extent permitted under applicable
law.

(i) Without limiting the generality of the foregoing, Company and any person
or entity designated by Company shall have the exclusive, perpetual right throughout the
universe to manufacture, sell, distribute, transmit and/or advertise goods and services
embodying the Works under any trademarks. trade names or labels, and to license, convey
and otherwise exploit the Works by any manner, method and/or medium, whether now
known or unknown, and to perform publicly and display the Works and/or goods and
services embodying any the Works, all upon such terms as Company may approve, or
Company may refrain from doing any or all of the foregoing.

(ii) You shall, from time to time, as may be reasonably requested by Company,
do any and all things which Company may deem useful or desirable to vest in Company
the rights granted to Company in this Agreement and to establish or document Company’s
exclusive ownership of any and all rights in the Works, including, without limitation, the
execution of appropriate copyright and/or patent applications or assignments. You hereby
irrevocably appoint Company your attorney-in-fact for the purpose of executing documents
in your name and agree to cooperate with Company in any controversy which may arise or
litigation which may be instituted relating to Company’s rights under this Agreement;
provided that Company shall only sign such documents in your name in the event You fail
to sign such documents within ten (10) business days after your receipt of Company’s
written request therefor. This Section 5(a)(ii) is subject to and will not be deemed to limit,
restrict, or constitute any waiver by Company of any rights of ownership to which
Company may be entitled by operation of law by virtue of Company being your employer.

(iii) Notwithstanding anything to the contrary, this Agreement does not apply to
any invention which qualifies fully under the provisions of Section 2870 of the California
Labor Code. Therefore, this Agreement does not require You to assign or offer to assign to
Company any invention that You developed entirely on your own time without using
Company’s equipment, supplies, facilities or trade secret information except for those
inventions that either: (1) relate at the time of conception or reduction to practice of the
invention to Company’s business (including, without limitation, Entertainment Activities),
or actual or demonstrably anticipated research or development of Company; or (2) result
from any work performed by You for Company. To the extent a provision in the Agreement
purports to require You to assign an invention otherwise excluded by Section 2870 of the
California Labor Code, the provision is against the public policy of California and is
unenforceable. This limited exclusion does not apply to any patent or invention covered by
a contract between Company and the United States or any of its agencies requiring full title
to such patent or invention to be in the United States.

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(b) Likeness.

(i) You hereby grant to Company and its licensees and assigns the irrevocable,
perpetual right and license throughout the universe to use your name, sobriquet, likeness
(actual or simulated), photograph, caricature, avatar, voice (whether spoken, singing,
humming, or otherwise), biographical material, personality, biographical data (provided
that You will have the right to approve that portion of your biography that pertains to your
life prior to the Effective Date), and any other indicia of your identity, whether actual or
simulated (e.g., artificial intelligence, virtual reality, augmented reality, digitized,
holographic, etc.) (collectively, your “Likeness”) in and in connection with the Works,
the Group and/or Company, including, without limitation, in connection with non-record
merchandise (tangible or intangible) (“Merchandise”), for purposes of trade and
advertising in connection with the Works, Merchandise, the Group, and institutional
advertising for Company, Company’s parent companies and Company’s licensees, by and
in any and all media whether now known or hereafter devised. The rights granted to
Company pursuant to this Section 5(b) shall be exclusive during the Term and nonexclusive
thereafter. Notwithstanding anything to the contrary contained herein, during the Term You
shall not publicly use any name other than the Member Name without first obtaining
Company’s prior written consent thereto. Additionally, during the Term, You shall not sell
or license to any third party the right to use your Likeness in a commercial manner,
including, without limitation, on merchandise or any other consumer product.

(ii) Without limiting the foregoing, You hereby grant to Company the exclusive
right throughout the universe during and after the Term, to exploit and authorize the
exploitation of your Likeness in and in connection with the sale, licensing, or other
exploitation of the Works and as otherwise set forth herein with respect to the Group. For
the avoidance of doubt, the uses permitted pursuant to this Section 5(b) shall include,
without limitation, the exclusive right to use your Likeness on and in connection with
Internet websites and social media sites relating to You and/or the Group.

(iii) You hereby represent, warrant, and agree that the use of your Likeness by
Company or its grantees, licensees, or assigns, will not violate or infringe upon the rights
of any third party. You hereby acknowledge that Company is the owner of the Group’s
name, logo, mark(s) and of your Member Name and Member Personality (individually and
collectively, the “Group IP”) and the goodwill associated therewith and of all concepts,
trademarks and copyrights in copyrightable subject matter comprised in the Group IP. It is
understood and agreed that You shall not acquire and shall not claim any title to the Group
IP by virtue of this Agreement or otherwise. You agree to execute any instruments,
acknowledgments, assignments, or similar documents Company deems reasonably
necessary or advisable to confirm or effectuate Company’s ownership of the Group IP.
You further acknowledge the validity of the Group IP and agree not to institute or
participate in any Proceedings (legal or otherwise) which challenge the validity of such
Group IP, or of Company’s ownership thereof. For purposes of clarification, upon the end
of the Term, You are prohibited from using or in any manner exploiting the Group IP,
including, without limitation, the Member Name and/or Member Personality, in any
manner whatsoever, without the express prior written permission of Company.
Notwithstanding the foregoing, provided You are not terminated for Cause, following the
end of the Term, You will have the right to make incidental, non-commercial mention of
your participation in the Group, including in your official biography.

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6. COMPENSATION.

(a) Base Pay.

(i) For all services rendered under this Agreement, commencing upon the
Option Exercise Date, Company will pay You the then-applicable minimum hourly wage
pursuant to California state or local law for all hours worked, as well as payment for any
overtime due, both of which are payable in accordance with Company’s applicable payroll
practices (currently bi-monthly) (“Base Pay”). Any higher Base Pay paid to You
subsequently will be deemed the annual rate for the purposes of this Agreement and will
commence on the date determined by Company. To the maximum extent allowable by law
and/or pursuant to any applicable union agreement (if any), the Base Pay paid by Company
to You will be deemed to specifically include all session union scale payments that may be
required to be made pursuant to the terms of any applicable union agreements, and will
include all union fees, union scale payments and other payments for services rendered by
You, including, but not limited to producing, arranging, musical services or vocal services,
to the maximum extent permitted pursuant to any applicable union agreement. You will
complete promptly any documentation required by any applicable union to confirm the
foregoing or that may otherwise be necessary for Company to fulfill its obligations with
respect to any union.

(ii) Notwithstanding anything to the contrary set forth herein, during the Term,
provided You are not on an unpaid leave of absence and You have not otherwise been
terminated in accordance with the terms hereof, and subject to deductions for periods of
disability, You will receive Base Pay of no less than Five Hundred Dollars ($500) per week,
which may be compensation for hours worked, vacation, holidays, and paid sick leave, or
a combination thereof.

(iii) Company will announce its holiday schedule, which typically includes the
holidays for employees of the State of California, annually. While Company will strive to
follow the holiday schedule as announced, Company nevertheless reserves the right to
deviate (by requiring the performance of work on a designated holiday) if necessary due to
business needs (by way of example, Group performances at holiday celebrations). On
holidays that are worked, You will receive your Base Pay for hours worked.

(iv) For each calendar year of the Term, Company and the Group members will
mutually agree upon two (2) weeks of Group vacation days, which may be consecutive or
non-consecutive, but will be the same dates for all members of the Group. In the event the
Term commences or ends other than at the commencement or end of a calendar year, the
two (2) weeks will be pro-rated.

(v) All amounts payable to the You by Company, whether Base Pay or
otherwise, shall be subject to standard withholdings (such as, by way of example only,
federal, state, or local taxes, etc.) or other amounts authorized or required by law.

(vi) Your Base Pay will be recoupable by Company against Other Entertainment
Income payable to You pursuant to Schedule C hereof, but not, for purposes of
clarification, against any Record Royalties (as defined herein) or Publishing Royalties (as
defined herein).

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(b) Record Royalties. With respect to exploitations of master recordings (audio-only

and/or audiovisual) by the Group that are recorded during the Term and/or embody your
recorded performances during the Term (“Recording(s)”), Company shall pay You, or
cause You to be paid, as set forth on Schedule A attached hereto (“Record Royalties”) for
as long as such Recordings are commercially exploited. Notwithstanding anything to the
contrary contained in this Agreement, your share of the Record Royalties shall be prorated
by the number of other members of the Group that are entitled to a share of Record
Royalties from the applicable Recording(s) on which such members perform. Additionally,
if the Recording(s) are included on an album with other master recordings from which You
are not entitled to receive a royalty, your royalty rate will be further prorated by the fraction
the numerator of which is the number of royalty-bearing Recordings and the denominator
of which is the number of royalty-bearing master recordings on the album, including the
Recordings. Each Group member will be entitled to register and collect their respective
share of SoundExchange monies payable to so-called “featured” artists.

(c) Music Publishing Royalties. With respect to exploitations of musical compositions

and/or musical works to the extent written and/or composed by You during the Term (the
“Compositions”), Company shall pay You, or cause You to be paid (excluding the so-
called “writer’s share” of public performances actually collected by societies which shall
be collected by You for your own account), as set forth on Schedule B attached hereto
(“Publishing Royalties”) for as long as such Compositions are commercially exploited.

(d) Performances and Other Entertainment Activities Revenue. With respect to any
income or consideration collected by Company from the exploitation of your Entertainment
Activities other than Record Royalties and Publishing Royalties covered in Sections 6(b)-
(c) hereof (e.g., live performances, sponsorship, endorsement, acting, Merchandise, fan
club activities, Third-Party Agreements, etc.), Company shall pay You, or cause You to be
paid, as set forth on Schedule C attached hereto. Notwithstanding anything to the contrary
contained in this Agreement, your share of Other Entertainment Income shall be prorated
by the number of other members of the Group that are entitled to a share of such Other
Entertainment Income.

(e) Health Benefits. You may participate in the group health plan sponsored by
Company for its employees so long as You meet the eligibility requirements provided by
the health plan and otherwise comply with the terms and conditions required for
participation thereof.

(f) California Minimum Compensation for Injunctive Relief. Company guarantees

that, as of the end of each Contract Year (as defined herein) of the Initial Period, and if
applicable, the Extended Period, You will have received Compensation (as defined herein)
of not less than the following amounts.

(i) First Contract Year: Nine Thousand Dollars ($9,000);

(ii) Second Contract Year: Twelve Thousand Dollars ($12,000);

(iii) Third Contract Year: Fifteen Thousand Dollars ($15,000);

(iv) Fourth Contract Year: Fifteen Thousand Dollars ($15,000);

(v) Fifth Contract Year: Fifteen Thousand Dollars ($15,000);

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(vi) Sixth Contract Year: Fifteen Thousand Dollars ($15,000); and

(vii) Seventh Contract Year: Fifteen Thousand Dollars ($15,000).

(g) Compensation paid in any Contract Year in excess of the minimums specified
above will apply to reduce the Compensation otherwise required above to be paid in any
subsequent Contract Year. In the event the Compensation paid to You is below the amount
described above as of thirty (30) days prior to the end of the applicable Contract Year, You
will give Company written notice containing specific reference to Section 6(f) of this
Agreement and specifying such deficiency. Such notice may be given no earlier than thirty
(30) days nor later than fifteen (15) days prior to the expiration of the Contract Year
concerned. Promptly after its receipt of such notice, during the Term of this Agreement,
Company will pay the actual amount of any such deficiency, which payment shall be a pre-
payment of any monies due hereunder. Any failure by Company to make such payment
will not constitute a material breach of this Agreement. As used in this Agreement: (i)
“Contract Year” means the annual period beginning on the first day of the Term hereof
and each subsequent annual period during the continuance of the Term; and (ii)
“Compensation” means all monies paid by Company to You (or at your request to satisfy
an obligation incurred pursuant to this Agreement or to a third-party), including, but not
limited to, Base Pay, Royalties, and Other Entertainment Income.

(h) If, in addition to the payments set forth in Section 6(f) above, any additional
payments are required to preserve Company’s right to equitable relief after the third
Contract Year hereof pursuant to California Civil Code Section 3423 and/or California
Civil Code Section 526, Company shall have the right to make such payments
(“Additional Payments”) at any time prior to seeking injunctive relief, and such
Additional Payments shall be deemed advances against future amounts owed to You
hereunder.

7. ACCOUNTING.

(a) Company shall account to You within forty-five (45) days of the end of each
calendar month for your share of income payable under Section 6; provided that Company
shall not be obligated to account to You for any earnings arising out of this Agreement
(“Revenue”) unless and until such Revenue is received by Company or for any period in
which the aggregate amount due to You (including from prior periods) is less than $100.
Company will have the right to maintain reasonable reserves from sales of physical records
and/or Merchandise against returns and other adjustments not to exceed twenty-five
percent (25%) of physical records embodying Recordings sold and/or of Merchandise sold;
provided Company shall not hold reserves for the sale of digital downloads or other digital
exploitations of the Recordings, and further provided that the reserves maintained from a
specific category of goods (i.e., sales of physical records or Merchandise) can only be used
as reserves against returns from the same category of goods. Company will liquidate each
reserve so maintained ratably within nine (9) months after it is initially retained. For the
avoidance of doubt, Record Royalties, Publishing Royalties, and Other Entertainment
Income payable to You under this Agreement: (i) shall be subject to all permitted offsets

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and reductions (provided that there shall be no double deductions) and (ii) shall not be
cross-collateralized, unless otherwise set forth herein.

(b) You will have the right to examine the books and records of Company concerning
each particular royalty statement only once and only during the nine (9)-month period after
the rendering of that statement. You shall be deemed to have consented to all accountings
required to be rendered under this Agreement and such accountings shall be binding upon
You and shall not be subject to any objection by You for any reason unless specific
objection, in writing, stating the basis thereof, is given to Company within one (1) year
after the date such statement was initially rendered or required to be rendered to the
Company, and after such written objection, unless suit is instituted within the earlier of (i)
six (6) months after the date upon which the Company notifies You that Company denies
the validity of the objection, or (ii) eighteen (18) months after the date such statement was
initially rendered or required to be rendered to You. You shall have the right at your sole
cost and expense to appoint a certified public accountant to examine and make relevant
extracts from Company’s books as same pertain to the statements rendered hereunder,
provided that any such examination shall be for a reasonable duration, shall take place at
Company’s offices during normal business hours upon reasonable written notice and shall
neither occur more than once in any calendar year nor more than once with respect to any
particular statement. In the event that any audit reveals an underpayment, Company shall
pay You the amount of the underpayment within thirty (30) days, and if such underpayment
is more than fifteen percent (15%) of the collective amount of royalties paid pursuant to
the statements that were subject to such audit, then Company shall also reimburse You for
your actual, out-of-pocket costs incurred in connection with the audit up to a maximum of
the lesser of the amount of the underpayment and Fifteen Thousand Dollars ($15,000). You
have no independent right to audit any of Company’s distributor’s, administrator’s,
subpublisher’s, or any other third-party licensee of Company’s (collectively, “Company’s
Licensees”) books and records. In the event, that Company, in Company’s sole discretion,
elects to audit the books and records of Company’s Licensees, Company shall account to
You for your share of any net audit recovery directly related to the Recordings or
Compositions, as applicable, after Company deducts Company’s actual, documented out-
of-pocket costs and expenses related to such audit off-the-top from Company’s aggregate
recovery from the audit. If Company audits Company’s Licensees’ book and records
concerning You and other unrelated third-party royalty participants (including any Group
members), Company shall allocate the audits costs between You and such other unrelated
third-party royalty participants in Company’s sole good faith discretion, which shall not be
subject to challenge by You.

8. TERMINATION.

(a) Notwithstanding Section 3 of this Agreement, your employment or engagement

with Company and the Term will end before the expiration of the Term set forth in Section
3 upon the earlier of: (i) your death or Disability (“Disability” means a physical or mental
condition or injury where You are incapable of performing the essential functions of your
job for a period of time that Company determines to have a materially harmful effect on
the Group, with or without reasonable accommodation (as determined in accordance with
the Americans with Disabilities Act and any state anti-discrimination laws by a licensed
physician who is selected by Company in its good faith judgment)) or (ii) termination by
Company at any time with or without Cause (as defined herein).

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(b) Termination for Cause. Company may terminate your employment or engagement
for Cause at any time upon written notice. Upon termination for Cause, You will receive
payment of any accrued but unpaid Base Pay due You through termination, if any, and
accrued unpaid expense reimbursement approved by Company, if any, due to You through
termination, subject to Section 8(e) hereof. “Cause” means the occurrence of any of the
following:

(i) your material failure or refusal to perform your duties or your material
breach of the terms of this Agreement, including, without limitation, any part of Section
11 of this Agreement, and, provided Company determines such failure or refusal is subject
to cure, You do not cure such refusal or failure within ten (10) days of your receipt of
written notice from Company thereof;

(ii) your failure to comply with Company’s lawful policies provided to You in
writing at the time of execution of this Agreement, as they may be amended and provided
to You in writing, including, without limitation, Company’s Discrimination, Harassment,
and Retaliation Prevention Policy;

(iii) if You are a United States citizen or lawful permanent resident, your failure
to maintain or otherwise provide sufficient documentation to Company demonstrating your
eligibility to work in the United States, or, if You are not a United States citizen or lawful
permanent resident, your failure to provide all assistance lawfully requested by Company
to allow You to work in other locations where Company may utilize your services under
this Agreement; or

(iv) your conviction of a felony or crime of moral turpitude.

(v) In addition, Company shall also have the right to terminate your
employment or engagement for Cause in the event:

(1) Company determines in its sole good faith discretion that You have
wrongfully engaged in conduct which is materially injurious to Company and/or its
affiliates; or

(2) You commit any act or become involved in any situation or

occurrence which brings You, Company and/or its affiliates into material public
disrepute, contempt, scandal or ridicule, which shocks, insults or offends the public
or any class or group thereof, or which reflects unfavorably upon the Group and/or
Company and/or its affiliates.

(c) Termination for Death or Disability. Company may terminate your employment or
engagement on account of your death or Disability. You will receive payment of any
accrued but unpaid Base Pay due You through termination, and accrued unpaid expense
reimbursement approved by Company, if any, due You through termination. In addition,
You and/or your heirs will continue to be entitled to receive royalty payments payable to
You pursuant to this Agreement.

(d) Termination Without Cause. Company may choose to terminate your employment
or engagement without Cause for reasons other than for Cause or on account of Disability,
in which case You will receive, in exchange for your execution of a standard release
agreement in a form to be provided by Company: (i) continuation of Base Pay (for 40 hours
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per week) for three (3) months following termination, and (ii) expense reimbursements
approved by Company but not yet paid, if any, due You through termination. In addition,
You will continue to be entitled to royalty payments payable to You pursuant to this
Agreement.

(e) Effect of Termination for Cause. In the event Company terminates your
employment for Cause (“Termination for Cause”), such Termination for Cause will cause
Company irreparable harm, including, but not limited to adversely affecting the
commercial success of the Group and/or placing Company in breach of its agreements with
third parties. Given that the extent or amount of such damages would be difficult or
impossible to ascertain in a court of law, the Parties have agreed that a reasonable estimate
of those damages is an amount equal to Company’s “Average Monthly Revenue” for the
lesser of: (i) the number of months remaining in the Term at the time of Termination for
Cause and (ii) twenty-four (24) months, which amount shall be payable by You to
Company no later than thirty (30) days following the Termination for Cause. “Average
Monthly Revenue” shall be defined as Company’s gross revenue arising from the Group
(prorated to account for the number of members in the group) that have accrued and
become payable to Company over the twelve (12)-month period prior to the date of
Termination for Cause (or, if You have been employed for less than twelve (12) months,
the entire Term of your employment prior to the date of Termination for Cause).

9. TRAVEL AND EXPENSES. If You are required by Company to travel to a location that
is seventy-five miles (75) miles or more outside the Los Angeles metropolitan area,
Company will provide You and, for all such times during the Term that You are under the
age of sixteen (16), your Guardian, with air transportation (if necessary), ground
transportation, accommodations, and a reasonable per diem, all in accordance with
Company’s then-applicable policies.

10. EDUCATION, COURT APPROVAL, AND GUARDIAN RESPONSIBILITIES -

MINORS.

(a) Company intends to comply with all federal and state laws and regulations
governing the employment of minors in the entertainment industry. To the extent that any
such laws or regulations are inconsistent with this Agreement or parts thereof, Company
will comply with such laws and regulations governing the employment of minors.

(b) At such times during the Term that You are under the age of eighteen (18) and in
full time education, Company shall supply a certified studio teacher (“Studio Teacher”)
at Company’s cost and expense on days during school term time when You are performing
services for Company and on any other days when Company is required by law to provide
a Studio Teacher in connection with your services for Company.

(c) At such times during the Term that You are under the age of 18, You and your
Guardian agree to maintain and keep current any work permits required by state or federal
law for You to work in the entertainment industry.

(d) For all such times during the Term that You are under the age of sixteen (16): (i)
your Guardian will reside in Los Angeles and accompany You on all travel to Distant
Locations (for clarification, Company will be responsible for arranging, and for the costs
relating to, the Guardian Residence and Distant Location travel in accordance with the
terms set forth in the applicable provisions of this Agreement); and (ii) your Guardian must
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be within sight or sound of You on set and at all work locations.

(e) At all such times during the Term that You are under the age of eighteen (18), You
and your Guardian hereby authorize Company to deduct from any payment to You
hereunder a reserve in such amount as Company determines but in no event less than fifteen
perfect (15%) against any sum that a judge of the Superior Court of the State of California
may order deposited in a blocked trust account for the benefit of You. Upon Company’s
request, You and your Guardian agree to execute such documents, to participate in such
proceedings and otherwise to cooperate as Company will deem necessary or desirable to
obtain an order (in form satisfactory to Company) signed by such judge approving all of
the terms and conditions of this Agreement pursuant to Section 6752 et al. of the California
Family Code. You and your Guardian further agree to execute, upon Company’s request,
documents requesting such Superior Court to place the financing aspects of this Agreement
under seal. As such times during the Term that You are under the age of sixteen (16),
Company also requires that your Guardian be present with You whenever You are on the
set or performing services hereunder until You reach the age of sixteen (16).

11. COVENANTS.

(a) Acknowledgment. You acknowledge that You currently possess or will acquire
secret, confidential, or proprietary information or trade secrets concerning the operations,
future plans, or business methods of Company or its affiliates. You agree that Company
would be severely damaged if You misused or disclosed this information. To prevent this
harm, among other reasons, You are making the promises set forth in this Section 11. You
acknowledge that the provisions of this Section 11 are reasonable and necessary to protect
the legitimate interests of Company and that any violation of such provisions would result
in irreparable injury to Company. In the event of a violation of the provisions of this Section
11, You further agree that Company will, in addition to all other remedies available to it,
be entitled to seek equitable relief by way of injunction and any other legal or equitable
remedies.

(b) Confidentiality and Promise Not to Disclose.

(i) As an employee of Company, as well as a member and participant in the

Group, You will become aware of the confidential and proprietary affairs, information and
material of Company and the agents of Company (including without limitation, other
Group members) not readily available to the public. The disclosure or misappropriation of
such information will materially and adversely affect Company, the Group and result in
significant and irreparable injury and damage to Company and the Group.

(ii) The information covered by the protections above include, but is not limited
to, Project rules, trade secrets, operational methods, employee identity and information not
known to the public, production locations, business affairs of Company, matters of a
business or strategic nature such as information about costs and profits, projections,
personnel information, reengineering, records, fan lists, subscriber lists, customer lists,
contact persons, customer data, vendor information, sponsor information, software, sales
data, possible new business ventures and/or expansion plans or matters of a creative nature,
including without limitation, matters regarding ideas of a literary, creative, musical or
dramatic nature, or regarding any form of product produced, distributed or acquired by
Company (“Confidential Information”). Confidential Information will be considered and

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kept as the private, proprietary, and confidential information of Company except as

required by Company for You to perform services, and may not be divulged without the
express written authorization of Company. Except as otherwise permitted by this
Agreement or applicable law, You further agree that You will not publicly disclose the
terms of this Agreement. For the avoidance of doubt, the immediately preceding sentence
shall not prohibit You from disclosing to your attorneys or licensed financial advisors the
terms of this Agreement, or prohibit You from disclosing the terms of this Agreement if
required by law or legal process or as otherwise permitted by law, provided that You will
provide Company with advance written notice prior to any such disclosure by You of any
Confidential Information.

(iii) You agree to retain in the strictest confidence, and in a fiduciary capacity
for the benefit of Company, all Confidential Information, non-public knowledge and data
of Company or its members which You may acquire, learn, obtain, or develop during your
employment by Company. Further, You will not, during the Term or at any time thereafter,
directly or indirectly use, communicate, or divulge for your own benefit or for the benefit
of another any such Confidential Information, non-public knowledge and data other than
as required by Company. You make the same commitments with respect to the secret,
confidential or proprietary non-public information, knowledge and data of affiliates,
customers, contractors, and others with whom Company has a business relationship or to
whom Company or its affiliates owe a duty of confidentiality, other than as required by
Company.

(iv) You acknowledge and agree that without the express prior written consent
of Company, You shall not at any time, directly or indirectly, or in any way, reveal, report,
publish, disclose, transfer, or otherwise disseminate or use any of the Confidential
Information. This Section 11 shall remain in place both during the Term and after the
conclusion of the Term and/or your participation in the Group.

(v) You acknowledge and agree to follow all of Company’s security

procedures, including, without limitation, maintaining the secrecy of all Confidential
Information and all non-public Project information (whether confidential or not). You
further acknowledge and agree to use your best efforts to preserve the confidentiality and
secrecy of all Confidential Information and Project information materials that come into
your possession or of which You become aware.

(vi) You acknowledge and agree that Company will control issuance of all
publicity, press releases and press conferences related to the Group. You agree not to
participate in any publicity, press release, or press conference or to communicate with the
press directly or indirectly in any respect in connection with the Group without the express
consent of an authorized representative of Company. You also agree not to sell any life
story or other rights to any third party to the extent that it relates to or includes any
Confidential Information concerning the Group, and further agree not to participate in any
manner in the preparation, production, or drafting of any materials produced by third
parties that relate to the Group, including, without limitation, books, magazine articles,
newspaper articles, television shows, Internet websites and any other form of media,
without the express prior written consent of an authorized representative of Company.

(vii) You acknowledge and agree that any disclosure or misappropriation of any
of the Confidential Information at any time in violation of this Agreement will constitute a

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material breach of this Agreement and will cause Company irreparable harm, including,
but not limited to: affecting the Group, adversely affecting the commercial success of the
Group, and/or placing Company in breach of its agreements with third parties. You further
agree that monetary damages will not be sufficient to avoid and/or compensate Company
for the unauthorized use or disclosure of the Confidential Information and that injunctive
or other equitable relief may also be appropriate to prevent any improper actual or
threatened use or disclosure of the Confidential Information or other breach of this
Agreement.

(c) Promise Not to Engage In Certain Activities. You will not at any time during your
employment by Company be or become (i) interested or engaged in any manner, directly
or indirectly, either alone or with any person, firm or corporation now existing or hereafter
created, in any business which is or may be competitive with the Group or the business of
Company and its affiliates or (ii) directly or indirectly a stockholder or officer, director,
agent, consultant or employee of, or in any manner associated with, or aid or abet, or give
information or financial assistance to, any such business. The provisions of this Section
11(c) will not be deemed to prohibit your purchase or ownership, as a passive investment,
of not more than one percent (1%) of the outstanding capital stock of any corporation
whose stock is publicly traded.

(d) Promise to Return Property. All records, files, lists, drawings, documents, models,
equipment, property, computer, software, creative materials, or intellectual property
relating to Company’s business in whatever form (including digital and/or electronic) will
be returned to Company upon the termination of your employment, whether such
termination is at your or Company’s request. Moreover, You agree that upon Company’s
written request at any time (including, without limitation during or after the Term), You
will promptly deliver to Company all materials in your possession containing any
Confidential Information and any property belonging to Company. Notwithstanding the
foregoing, upon the termination of your employment You may retain your personal files to
the extent neither contain any Confidential Information.

(e) Promise Not to Solicit. You will not during the later of (i) the period of your
employment by Company, (ii) the period of payment pursuant to Section 6(f), or (iii) one
(1) year after the later of the periods described in clauses (i) or (ii) above, induce or attempt
to induce any employees, consultants, contractors or representatives of Company (or those
of any of its affiliates) to stop working for, contracting with or representing Company or
any of its affiliates or to work for, contract with or represent any of Company’s (or its
affiliates’) competitors.

(f) Reporting of Possible Violations. Nothing in this Agreement shall prohibit You
from reporting possible violations of federal law or regulation to any governmental agency
or entity including but not limited to the Department of Justice, the Securities and Exchange
Commission, the Equal Employment Opportunity Commission, and any Inspector General,
or making other disclosures that are protected under the whistleblower provisions of federal
or state law or regulation. You do not need the prior authorization of Company to make
any such reports or disclosures and You are not required to notify Company that You have
made such reports or disclosures.

(g) You will not be held criminally or civilly liable under any federal or state trade
secret law for any disclosure of a trade secret that: (i) is made: (A) in confidence to a

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federal, state, or local government official, either directly or indirectly, or to an attorney;

and (B) solely for the purpose of reporting or investigating a suspected violation of law; or
(ii) is made in a complaint or other document that is filed under seal in a lawsuit or other
proceeding. If You file a lawsuit for retaliation by Company for reporting a suspected
violation of law, You may disclose Company’s trade secrets to your attorney and use the
trade secret information in the court proceeding if You: (1) file any document containing
the trade secret under seal; and (2) do not disclose the trade secret, except pursuant to court
order.

(h) Prior Restrictions. You represent that You are free to enter into this Agreement and
are not restricted in any manner from performing under this Agreement by any prior
agreement commitment, or understanding with any third party. If You have acquired
confidential or proprietary information in the course of your prior employment or as a
consultant, You will fully comply with any duties not to disclose such information then
applicable to You during the Term.

12. SERVICES UNIQUE. You acknowledge that your services hereunder are of a special and
unique, unusual, extraordinary, and intellectual character, giving them a peculiar value, the
loss of which Company cannot be reasonably or adequately compensated for by money
damages. Accordingly, You agree that in the event of a breach of this Agreement by You
(particularly, but without limitation, with respect to the provisions hereof relating to the
exclusivity of your services and Confidential Information), Company will, in addition to
any other remedies available to it, be entitled to injunctive relief and any other legal or
equitable remedies that it may have to enforce the terms of this Agreement or otherwise.
This provision will not be construed as a waiver of the rights which Company may have
for damages under this Agreement or otherwise and all of Company’s rights and remedies
will be unrestricted.

13. NOTICES. All notices and other communications hereunder will be in writing and will be
given by hand delivery to the other Party, by registered or certified mail, return receipt
requested, postage prepaid or by overnight mail by an established delivery service (e.g.,
Federal Express or Airborne Express), or via email, addressed as follows:

If to You:

Tracey Madder
21021 Erwin St Apt 124 Woodland Hills CA 91367
Email: [email protected]

with a simultaneous copy to:

Loeb & Loeb

345 Park Avenue
New York, NY 10154
Attn: Debra A. White
Email: [email protected]

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If to Company:

JYP USA Inc.

3131 Cahuenga Blvd. W
Los Angeles, CA 90068
Attn: J.Y. Ahn, CFO
Email: [email protected]

with a simultaneous copy to:

Greenberg Traurig, LLP

1840 Century Park East, Suite 1900
Los Angeles, CA 90067
Attn: Ann Brigid Clark
Email: [email protected]

or to such other address as either Party will have furnished to the other in writing. Notice and
communications will be effective as follows: (i) for notice sent by registered or certified letter, or
postage prepaid, notice shall be deemed to have been received five (5) business days after posting;
(ii) for hand delivery or overnight mail, upon delivery; and (iii) notices sent by email shall be
deemed to have been received upon the date of transmission from the sender’s email system
provided that no subsequent transmission error is issued by the sender’s email system (further
provided that if email notice is transmitted on a day other than a day that is a business day or later
than 6:00pm at the recipient’s location, such notice shall be deemed given on the next business
day following transmission).

14. ASSIGNMENT. Company has the right to assign this Agreement and/or all or any of its
rights and/or obligations hereunder to any financially viable third party, provided that Company
will remain secondarily liable hereunder unless such assignment is to a so-called major record
label or is made as part of an acquisition. You acknowledge and agree that all of your covenants
and obligations to Company, as well as the rights of Company hereunder, will run in favor of and
will be enforceable by Company, its affiliates and their successors. You shall not have the right to
assign any of your rights or obligations hereunder, and any attempt to do so shall be deemed void
ab initio.

15. MISCELLANEOUS.

(a) Documentation Of Eligibility To Work. You agree to provide Company upon

demand with all information and documents which may be required to confirm your
eligibility to work in the United States or other locations where Company may utilize your
services under this Agreement, and, with respect to documentation confirming your
eligibility to work in the United States, You shall be responsible for obtaining any such
documentation and providing it to Company, provided that if You are not a lawful
permanent resident or citizen of the United States, Company will coordinate and bear the
customary and reasonable costs of securing the appropriate work visa for your services
hereunder in the United States. In the event Company requires You to render services
outside of the United States, Company will coordinate securing all necessary visas and
other travel documents and will be responsible for all reasonable and customary costs
incurred in connection therewith, provided, however, that You will provide Company upon
demand with all documentation and execute all documents that Company may legally
require You to provide or sign in order to obtain such travel documents.
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(b) Scheduling. You agree to cooperate in scheduling and shall be available at

reasonable times for providing services hereunder, including, without limitation,
interviews for newspapers, magazines, and other publications, and appearances for post
and/or pre-show “meet and greets” and on radio, television and the Internet, in connection
with the rendition of your services under the Agreement. Company will use good faith
efforts to notify You as far in advance as is reasonably practicable as to such scheduling
and will use good faith efforts to provide You on a monthly basis with a calendar of
performance dates then scheduled for the month in question. With respect to performance
dates not so calendared, Company will use good faith efforts to notify You at least two (2)
days in advance of such non-calendared performance dates. In no event shall any personal
publicity materially interfere with the performance of your duties under the Agreement.
Notwithstanding the foregoing, Company’s failure to comply with this Section 15(b) shall
not constitute a breach of the Agreement.

(c) Pets. You agree not to bring along any pets or animals of any kind to the Residence,
rehearsals and/or engagements under this Agreement (except for service animals
individually trained to work for an individual with a disability as defined by Title II and III
of the Americans with Disability Act).

(d) Holidays. You agree to perform and/or rehearse on all holidays on which
performances and/or rehearsals are scheduled. Company will use good faith efforts to
notify You as far in advance as is reasonably practicable of holidays when Company will
require your services.

(e) Grooming / Miscellaneous.

(i) You agree that You shall not, without Company’s approval, materially alter
your hairstyle (including length or color) for the duration of the Term of this Agreement.
Company shall exercise such approval right in good faith and shall only disapprove of any
alteration of your hairstyle if such alteration interferes with the rendition of your services
under this Agreement or, in Company’s sole good faith discretion, such alteration impairs
the Group’s business or the Group’s and/or Company’s brand.

(ii) In the event Company requests, and You approve, of any material alteration
of your hairstyle, the cost of such alteration and subsequent maintenance thereof shall be
provided by Company at Company’s sole expense. Upon termination or expiration of the
Term of this Agreement, Company will provide, at Company’s sole expense, restoration
of color and style to the extent possible considering the length of the hair at the time.

(iii) You agree to avoid any activity that might result in significant changes to
your normal skin color, such as excessive exposure to the sun or tanning equipment, to the
extent that such significant change would interfere with the rendition of your services under
this Agreement or, in Company’s sole good faith discretion, would impair the Group’s
business or the Group’s and/or Company’s brand.

(iv) You agree that You shall not, without Company’s approval, alter your body
with any permanent body tattoos or piercing of any type. Company shall exercise such
approval right in good faith and shall only disapprove of any such alteration if such
alteration interferes with the rendition of your services under this Agreement or, in
Company’s sole good faith discretion, such alteration impairs the Group’s business or the
Group’s and/or Company’s brand.
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(v) You acknowledge that smoke and fog special effects may be incorporated
into rehearsals, performances and/or engagements under this Agreement.

(vi) Notwithstanding anything to the contrary set forth in this Section 15(f),
Company will not prohibit changes to your appearance that are related to the expression of
gender identity or religious or cultural beliefs or traditions.

(g) Amendments and Waivers. No provisions of this Agreement may be amended,

modified, waived, or discharged except by a written document signed by You and a duly
authorized officer of Company. A waiver of any conditions or provisions of this Agreement
in a given instance will not be deemed a waiver of such conditions or provisions at any
other time.

(h) Successors. This Agreement will be binding upon, and will inure to the benefit of,
You and your estate and Company and any successor thereto, but neither this Agreement
nor any rights arising under it may be assigned or pledged by You.

(i) Severability. Any provision of this Agreement which is invalid or unenforceable in

any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining provisions hereof, and any
such invalidity or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Upon such determination that any
term or other provision of this Agreement is invalid, illegal or unenforceable, the Parties
hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the Parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.

(j) Payments. You agree and understand that the payments, including royalty
payments, as set forth in and in accordance with the terms of this Agreement include any
and all monies due You hereunder and Company shall have no further financial
responsibility to You.

(k) Counterparts. This Agreement may be executed in any number of counterparts

(including by means of facsimile or electronic mail in .pdf format), and any Party hereto
may execute any such counterpart, each of which when executed and delivered shall be
deemed to be an original and all of which counterparts taken together shall constitute but
one and the same instrument. This Agreement and any amendments hereto, to the extent
signed and delivered by means of digital imaging and electronic mail or a facsimile
machine, shall be treated in all manner and respects as an original contract and shall be
considered to have the same binding legal effects as if it were the original signed version
thereof delivered in person.

(l) Survival. Sections 5, 6(b)-(c), 7, 10, 11-14, 15(g)-(m), and 16-19 of this Agreement
shall survive and continue in full force in accordance with their terms notwithstanding the
termination of this Agreement or the Term.

(m) Captions. All captions contained in this Agreement are for convenience of reference
only, do not form a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.

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16. WARRANTIES, REPRESENTATIONS AND COVENANTS.

(a) Company hereby represents, warrants, covenants, and agrees that Company has the
full right and power to make and perform this Agreement without the consent of any third
party.

(b) You hereby warrant, represent, covenant, and agree as follows:

(i) You have the right and power to enter into this Agreement to grant the rights
granted by You hereunder and to perform all of the terms hereof;

(ii) During the Term You shall become and remain a member in good standing
of any labor union or guilds with which Company may have an agreement lawfully
requiring your membership;

(iii) You will complete promptly any documentation required by any applicable
union to confirm the foregoing or that may otherwise be necessary for Company to fulfill
its obligations with respect to any union;

(iv) All renditions of services hereunder shall be conducted in all respects in

accordance with the terms of our agreements with all other labor unions and guilds having
jurisdiction over the rendition of such services;

(v) For a period of five (5) years following the expiration of the Term, You
shall not re-record any musical composition recorded by You and/or the Group during the
Term.

(vi) None of the following will violate or infringe upon the rights of any person
or entity, including, without limitation, contractual rights, copyrights, trademarks, rights of
publicity and rights of privacy: your Likeness, the Works, and any materials, ideas or other
properties furnished or designated by You and embodied, contained or used in connection
with the Group;

(vii) You shall not render any services to or authorize or permit your Likeness,
other identification or biographical material to be used in any manner by any person or
entity in the advertising, promotion or marketing of products or services which may be
competitive with products or services linked to the Group;

(viii) You shall not speak, write or otherwise publicly communicate any remark,
comment, message, declaration, statement or other communication through any means or
media, whether verbal, in writing, electronically transmitted or otherwise (including via
social media), that might reasonably be construed to (A) be derogatory or critical of, or
negative toward, Company, or any of Company’s businesses, directors, officers, affiliates,
employees, agents or representatives (collectively, the “Company Parties”); (B) disclose
(other than to your professional advisors or as otherwise may be required as a matter of
law or judicial process), incorporate, discuss, include or otherwise involve any confidential
or proprietary information of any of the Company Parties (including the terms of this
Agreement); or (C) malign, harm, disparage, defame or damage the reputation or good
name of any of the Company Parties; and You shall not cause, authorize, encourage or
solicit any person to do or further or assist any person in doing any of the foregoing
described in this Section 16(b)(viii). Nothing in this Agreement prevents You from
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discussing or disclosing information about unlawful acts in the workplace, such as

harassment or discrimination or any other conduct that You have reason to believe is
unlawful;

(ix) You shall not, at any time, directly or indirectly, give or offer to give any
consideration of any kind to any radio or television station or network, to any employee
thereof, or to any person or entity controlling or influencing that station’s or network’s
programming for the purpose of securing the promotion of any product or service; and

(x) You are at least of the age of majority for purposes of entering into and
executing this Agreement in the State of California and the state, territory, or country in
which You reside, or, if You are not the age of majority in any such jurisdiction, all of your
Guardians will sign the Legal Guardian Agreement and Affirmation attached hereto and
incorporated herein by reference.

17. VALIDITY. The invalidity or unenforceability of any provisions of this Agreement will
not affect the validity or enforceability of any other provisions of this Agreement, which
will remain in full force and effect.

18. CHOICE OF LAW / DISPUTES.

(a) This Agreement is deemed entered into in Los Angeles County, California, and is
governed by and interpreted in accordance with the laws of the State of California
applicable to agreements executed and fully carried out within California. The Parties
hereby agree to waive their right to have any controversy, dispute, or claim arising out of
the terms and/or enforcement of this Agreement that is not otherwise barred or released
pursuant to the terms of this Agreement, and excluding those which cannot be arbitrated as
a matter of law (“Claims”) resolved in a court of law by a judge or jury, and agree that any
and all Claims shall be subject to binding, individual arbitration enforceable under and
governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) in Los Angeles
County, California before JAMS, pursuant to the then-existing version of the JAMS
Employment Arbitration Rules & Procedures (“JAMS Rules”) except that the arbitrator
must be a retired judge of a state or federal court, licensed to practice law in California, be
experienced in the entertainment industry, and selected from the JAMS panel of arbitrators
proffered by its Los Angeles, California office. The Parties can obtain a copy of the JAMS
Rules (i) on the JAMS’ website (https://www.jamsadr.com/rules-employment); (ii) by
calling JAMS directly at (800) 352-5267; or (iii) from the Company. The JAMS Rules are
incorporated herein by reference. The Parties intend and agree that (i) class action and
representative action procedures are hereby waived and shall not be asserted, nor will they
apply, in any arbitration pursuant to this Agreement; (ii) each Party will not assert class
action or representative action Claims against the other Party in arbitration or otherwise;
and (iii) the Parties shall only submit their own, individual Claims in arbitration and will
not seek to represent the interests of any other person. The Company will pay all costs
unique to arbitration, including the arbitrator’s fees and JAMS administrative costs. The
Company will pay the fees and costs required before the arbitration can proceed within
sixty (60) days after the Company’s receipt of an invoice for such costs from JAMS, unless
the Parties mutually agree in writing otherwise. The Parties are entitled to conduct adequate
discovery in accordance with JAMS Rules and the arbitrator shall have the authority to
determine what constitutes adequate discovery. Neither Party shall be denied the right to
file a pleading challenge or motion for summary disposition of a particular claim or issue.

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The arbitrator’s decision must be in a written reasoned opinion containing the arbitrator’s
findings of fact and conclusions of law. Resolution of all disputes shall be based solely
upon the law governing the claims and defenses pleaded, and the arbitrator may award only
remedies that would have applied had the case been heard in court. Judgment may be
entered on the arbitrator’s decision in any court with jurisdiction. The arbitrator may grant
injunctions and other relief in Claims subject to arbitration pursuant to this
Agreement. The decision of the arbitrator shall be final, conclusive, and binding on the
Parties. The Parties agree that that the prevailing party in any arbitration shall be entitled
to injunctive relief in any court of competent jurisdiction to enforce the arbitration award.

(b) Injunctive Relief. Notwithstanding the above, due to the irreparable harm that
would result from certain actual or threatened violations of this Agreement, where either
You and/or Company is seeking only injunctive relief (e.g., a temporary restraining order,
temporary injunction or permanent injunction), such Party may file suit or bring an
application for such injunctive relief in any federal or state court of competent jurisdiction
without violating this Agreement and such suit for injunctive relief will not be considered
an arbitrable dispute. Seeking or obtaining injunctive relief does not preclude either Party
from seeking other relief under this Agreement or otherwise against the other Party.

(c) Attorney Review. You represent and warrant that You have had ample opportunity
to read, and have in fact read, understand, and agreed to this entire Agreement, and that
You have reviewed this Agreement with an attorney of your choice, and have been given
the opportunity to review the Agreement with such an attorney.

19. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between us;
all oral or written agreements or representations, express or implied, with respect to the
subject matter and Term of this Agreement are set forth in this Agreement. All prior
employment agreements, understandings, and obligations (whether written, oral, express,
or implied) between You and Company, if any, including the Superseded Agreement but
excluding the Participant Agreement, are terminated as of the commencement date of the
Term hereunder and are superseded by this Agreement as of the commencement date of
the Term hereunder. You acknowledge that no other party nor any agent or attorney of any
other party has made any promise, representation, or warranty whatsoever, express or
implied, not contained herein concerning the subject matter hereof, to induce You to
execute this Agreement and You acknowledge that You have not executed this Agreement
in reliance on any such promise, representation or warranty not contained herein. Any
waiver by Company of any term of this Agreement in a particular instance will not operate
as a waiver of such term for the future. You agree that the invalidity or enforceability of
any part of this Agreement must in no way affect the validity or enforceability of any of
the remainder of this Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be an original of this Agreement and all counterparts
taken together shall be deemed to constitute one in the same instrument. Executed copies
of the signature pages of this Agreement, transmitted electronically, in either Tagged Image
Format Files (TIFF) or Portable Document Format (PDF) or other customary universal
formats shall be treated as original signatures, fully binding and with full legal force and
effect on the Parties to this Agreement.

[Remainder of Page Left Intentionally Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, with effect as of
the Effective Date.

JYP USA, INC. YOU

By: _____________________________ ________________________________

Name: 

__________________________ Print Name: 
&$*#
______________________
  


Title: ___________________________ Date of Birth: _____________________
  

IF THE PERSON SIGNING ABOVE IS UNDER THE AGE OF 18, THEN ALL PARENTS
OR LEGAL GUARDIANS FOR SUCH PERSON MUST ALSO SIGN BELOW.

LEGAL GUARDIAN AGREEMENT AND AFFIRMATION

I hereby warrant and affirm that I am the parent of and/or legal guardian for the minor person who
signed above (“Minor”), that I am entitled to the sole (or joint) and complete custody, care, and
control of the Minor, and, therefore, that I am entitled to enter into this Legal Guardian Agreement
and Affirmation (“Parental/Guardian Consent”). For good and valuable consideration, the
receipt and legal adequacy of which is hereby acknowledged, I hereby acknowledge agree as
follows:

Having read the Agreement and understanding the nature and extent of all the rights which the
Minor has granted to Company thereunder, I hereby expressly approve of and consent and agree
to the Minor's execution of the Agreement and their undertakings and obligations thereunder and
I hereby agree not to revoke their consent at any time.

Effective upon exercise of the Option by Company (if ever), I acknowledge that Minor is an
employee of Company and a member of the Group.

I must do any and all things and/or acts necessary and reasonably required by Company to assist
in the full and complete performance by the Minor of the Minor's representations, warranties,
undertakings, indemnifications, releases, disclosures, acknowledgements, assignments, grants,
engagements, approvals, conveyances, covenants, obligations, and agreements (collectively
"Obligations") as set forth in the Agreement, including without limitation acting as Guardian to
the Minor in connection with all of the Minor's Obligations under the Participant Agreement.

I hereby fully and unconditionally guarantee to Company the full and complete performance by
the Minor of each and all of the Minor's Obligations as set forth in the Agreement.

I hereby acknowledge and agree that by executing and submitting the Agreement, as well as by
participating as a member of the Group personal information regarding the Minor will be disclosed
to Company and may be disclosed to third parties and/or to the public. I hereby explicitly consent
to the provision of such personal information and hereby release Company, its licensees, assigns,
parents, related, affiliated, or subsidiary entities, and each of their respective directors, officers,
employees, contractors, agents, partners, shareholders, representatives, and members from any and
all claims, liabilities, losses, damages, and costs that may arise out of the provision and/or use of
such personal information, provided that Company will not collect or distribute my private data in
violation of any applicable law.

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I hereby acknowledge and agree to be bound by and perform all terms and conditions of
Agreement, as if I were a party to the Agreement. I hereby fully and unconditionally guarantee
that the Minor will not at any time in the future disaffirm the Agreement in whole or in part, by
reason of the Minor's minority or otherwise.

The consideration provided in the Agreement is deemed to be full and complete consideration for
any and all rights granted by the Minor in the Agreement and herein granted and agreed to be
granted to Company and for all obligations set forth in the Agreement and in this Parental/Guardian
Consent, not only by the Minor but also by me.

I hereby agree to execute any and all documents or papers consistent herewith, to cooperate in any
proceeding, and to comply with any and all applicable laws, regulations, and/or requirements
concerning contracts with minors, if so requested by Company in its sole discretion.

I hereby expressly agree to and must defend (at Company’s election), indemnify and hold harmless
Company from any and all actual, out-of-pocket, and documented costs actually incurred arising
from or relating to the breach of any of the agreements and/or guarantee(s) made me in this
Parental/Guardian Consent.

If this Parental/Guardian Consent is executed by two or more persons, then this Parental/Guardian
Consent is binding jointly and severally upon said persons and each of them, and each and all of
the obligations on the part of the undersigned set forth herein are deemed to be joint and several.

At all times until Minor reaches the age of sixteen (16), and at certain other times as may be
required by Company until the Minor reaches the age of eighteen (18), I will accompany Minor
when Minor is participating in any and all work activities and at all times Minor is required to be
on set for work activities, as a result of which I am aware and may subsequently become aware of
the confidential and proprietary affairs, information and material of the Group, Company, and
other Group members or participants in Group activities not readily available to the public,
including, without limitation, Confidential Information, as defined in the Agreement (for purposes
of clarification, Company will provide for related travel, accommodation and living expenses for
me as set forth in the Agreement). I further acknowledge and agree that the disclosure or
misappropriation of such Confidential Information, affairs, information, or material will materially
and adversely affect Company and the participants in the Group’s activities and result in significant
and irreparable injury and damage to Company and the Group. Accordingly, for good and valuable
consideration, including, but not limited to, Minor’s continued membership in the Group, the
receipt and sufficiency of which is hereby acknowledged, I agree to abide by the terms of this
Agreement and to keep and retain in the strictest confidence all Confidential Information disclosed
to or in any manner obtained by me concerning or relating to Company, the Group or other
participants in the Group activities, including without limitation, Group rules, trade secrets,
operational methods, Group member identity and information, production or recording locations,
Materials, business affairs of Company and any other information or material relating to Company,
the Group, and/or the participants in the Group activities.

Without the express prior written consent of Company, I shall not at any time, directly or indirectly,
or in any way, reveal, report, publish, disclose, transfer, or otherwise disseminate or use any of the
Confidential Information. This confidentiality obligation shall remain in place both during and
after Minor’s employment and participation in the Group. I further agree that any Confidential
Information of which I become aware will only be used for the express and exclusive purposes for

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which Company instructed me to use the Confidential Information.

I agree to follow all of Company’s security procedures including, but not limited to, maintaining
the secrecy of all Confidential Information and all Group information and materials (whether
confidential or not). I further agree that I will use my best efforts to preserve the confidentiality
and secrecy of all Confidential Information and Group information and materials that come into
my possession or of which I become aware.

I understand and agree that Company will control issuance of all publicity, press releases and press
conferences related to the Group, including relating to Minor. I agree not to participate in any
publicity, press releases, or press conferences or to communicate with the press directly or
indirectly in any respect in connection with the Group or Minor, without the express consent of an
authorized representative of Company. I also agree not to sell any life story or other rights to any
third party to the extent that they relate to or include any Confidential Information concerning the
Group, and further agree not to participate in any manner in the preparation, production or drafting
of any materials produced by third parties that relate to the Group, including without limitation,
books, magazine articles, newspaper articles, television shows, Internet websites and any other
form of media, without the express prior written consent of an authorized representative of
Company.

Upon Company’s request at any time, I will promptly deliver to Company all materials in my
possession containing any Confidential Information and all other property belonging to Company.

I understand and agree that any disclosure or misappropriation of any of the Confidential
Information at any time in violation of this Agreement will constitute a material breach of this
Agreement and will cause Company irreparable harm, and I understand and agree that monetary
damages may not be sufficient to avoid and/or compensate Company for the unauthorized use or
disclosure of the Confidential Information and that injunctive or other equitable relief would be
appropriate to prevent any improper actual or threatened use or disclosure of the Confidential
Information or other breach of this Agreement.

Without limiting the foregoing, any provision of this Agreement that is invalid, illegal, or
unenforceable in any jurisdiction, as to that jurisdiction, will be ineffective only to the extent of
such invalidity, illegality, or unenforceability, without affecting in any way the remaining
provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal, or unenforceable in any other jurisdiction. No modification, alteration or
amendment of this Agreement will be valid or binding unless in writing and signed by Company
and me. No waiver by Company any term or condition of this Agreement will be construed as a
waiver by Company of any other term or condition; nor will any waiver by Company of any default
under this Agreement be construed as a waiver by Company of any other default.

I agree that Company and I are bound by the same arbitration agreement set forth above in Section
18 of the Agreement. The terms of this Agreement shall be binding upon my heirs, my legal
representatives and myself. The provisions of this Agreement shall survive the expiration or
termination of Minor’s employment by Company or participation in the Project.

I hereby acknowledge and certify that I have read and understood this Agreement, that the
consequences and implications of its breach have been explained to me and, I have been afforded
the opportunity to review this Agreement with my own legal counsel prior to signing.

27
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ACCEPTED AND AGREED, as of the Effective Date of the Agreement:

Print Name of Legal Guardian: '&+
"&

Relationship to Minor Person: $'&

Print Name of Legal Guardian: +#
&

Relationship to Minor Person: '&

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Schedule A

Record Royalties

17% of Company’s Net Recording Income.

“Net Recording Income” shall mean all gross monies including advances actually received by
Company in the United States from the exploitation of the Recordings and music videos (excluding
the so-called “copyright owner share” or “label’s share” of public performance and/or neighboring
rights income, which Company shall be entitled to collect and retain for its own account) paid for
and not returned, less actual returns and credits, after deduction of a reasonable reserve against
anticipated returns and credits (“Gross Receipts”), less the following production, manufacturing,
duplication, packaging costs, and any other documented costs actually paid by Company in
connection with the production and exploitation of the Recordings: (i) all expenses related to the
production of music and records (including digital files) and music videos, including, without
limitation, fees for songwriters, lyricists, producers and arrangers, studio and location fees,
transportation, vehicle operation and maintenance, sessions, recording, design, photography,
editing, and production, including stylists, wardrobe, hair, and makeup; (ii) all costs of distribution,
collection, administration and licensing fees, (iii) any royalties paid or credited to third-party
copyright holders, co-publishers, or co-writers or their designee (e.g., music publishing royalties,
manufacturing costs); (iv) fees paid to or charged by a trustee, licensing agent or collecting agent
for the licensing of the Recordings; (v) promotion, marketing, publicity, and advertising costs and
fees (limited to 50% of such costs and fees); (vi) any taxes required to be deducted, and any
collection society charges paid; and (vii) for distribution of Recordings by Company’s parents,
subsidiaries and/or affiliates in Korea, China, and Japan, a distribution fee in the amount of Thirty-
Five Percent (35%) of Company’s Gross Receipts in Korea and Twenty Percent (20%) of
Company’s Gross Receipts in China and Japan, provided that the distribution fees set forth in this
section (vii) shall be on a most favored nations basis with all of JYP’s other recording artists. For
the avoidance of doubt, Company’s expenses constituting salaries of Company’s employees,
Company’s rent and overhead will not be deducted from Gross Receipts hereunder.

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Schedule B

Publishing Royalties

50% of Company’s Net Publishing Income.

“Net Publishing Income” shall mean the gross income, including any advances, actually received
by Company in the United States from the exploitation of the Compositions (excluding the so-
called “publisher’s share” of public performances which Company shall be entitled to collect and
retain for its own account), less all actual, out-of-pocket and documented expenses reasonably
incurred by Company in connection with the exploitation of the Compositions, including, without
limitation, all costs of collection, administration, licensing and subpublishing fees, the costs of
printing, arranging, editing, exploiting and selling printed editions of the Compositions any sums
paid to arrangers, adaptors, or translators of the Compositions, royalties or other monies paid or
credited to third-party co-publishers, or co-writers or their designee, fees paid to or charged by a
trustee or collecting agent for the licensing of the Compositions, copyright registrations fees and
costs, the costs of printing, arranging, editing, exploiting, and selling printed editions of the
Compositions, any taxes required to be deducted, any collection society charges paid, and any
sums paid to licensees, arrangers, adaptors, or translators of the Compositions. In addition, gross
income shall include monies actually received by Company from settlements, awards or recoveries
resulting from litigation or threatened litigation against a third party that resulted from such third
party having used, sold, distributed or otherwise exploited a Composition. To the extent monies
(including, without limitation, and so-called “black box” monies) received by Company for
exploitation of the Compositions are combined with monies attributable to other Company-owned
compositions, if the third party payor does not provide Company with an allocation of the monies
specified by composition, Company will make a good faith determination, in its sole and non-
appealable discretion, as to how to allocate the monies as between the Compositions and
Company’s other compositions. For the avoidance of doubt, Company’s expenses constituting
salaries of Company’s employees, Company’s rent and overhead will not be deducted from gross
income hereunder. Costs incurred by Company in connection with a Composition co-written by
You and other songwriters signed to Company shall, where applicable, be allocated in good faith.

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Schedule C

Other Entertainment Income

The sums payable to You pursuant to this Schedule C shall be collectively referred to as “Other
Entertainment Income”.

1. Merchandise and other non-Record Content: In connection with items of Merchandise and
other non-Record Content featuring your Likeness, including your audio-visual services
(e.g., YouTube videos, unscripted or scripted television or motion picture content, etc.),
photoshoots, and non-Record-related audio-only services (e.g., podcasts, voiceovers, etc.),
whether tangible or intangible, digital and/or physical formats, including without
limitation, collaborations with brands, or otherwise: 25% of Company’s Merchandise Net
Receipts (as defined below).

2. Live Performances/Tours/Appearances: In connection with live performances (e.g.,

shows, tours, etc.) and in-person appearances (individually and collectively,
“Performances”), the Group will be paid as follows:

a. Company-Produced Performances. For Performances directly produced and

promoted by Company (“Company-Produced Performances”):

i. Appearance Fee. 20% of Company’s ticket sales from each Company-

Produced Performance will be payable to the Group (“Company-Produced
Performance Appearance Fee”) (for the avoidance of doubt, Company
shall bear the full burden of loss even if Company’s income from a
Company-Produced Performance does not exceed Company’s costs, and
the Company-Produced Performance Appearance Fee paid to the Group is
non-returnable except in the event a Company-Produced Performance does
not occur for any reason); and

ii. Royalties. From an amount that is equal to the amount paid to the Group as
the Company-Produced Performance Appearance Fee for each applicable
Company-Produced Performance, Company shall deduct all of Company’s
reasonable, actual, out of pocket and documented costs directly related to
the Group’s services for such Company-Produced Performance (e.g., hair,
makeup, stylist, wardrobe, meals, travel, accommodations, etc., but not
Group’s pre-production services nor Company’s overall production
expenses or Company’s overhead costs), and the remainder will be
distributed as follows: 60% to Company and 40% to the Group.

b. Third Party-Produced Performances. For Performances that are produced and/or

promoted by third parties (e.g., Live Nation, etc.) (“Third Party-Produced
Performances”), from 100% of the guarantee actually received by Company from
the applicable third party promoter(s) for a given Third Party-Produced
Performance, Company shall deduct all of Company’s reasonable, actual, out-of-
pocket and documented costs incurred in connection with such Third Party-
Produced Performance, including, all pre-production and production costs, and
administrative fees charged by Company affiliates, and the remainder will be
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distributed as follows: 60% to Company and 40% to the Group

3. Other Entertainment Activities: In connection with all gross monies from any and all
Entertainment Activities other than Record Royalties, Publishing Royalties, and not in
connection with Merchandise and Performances (e.g., sponsorship, endorsements, fan club
activities, etc.) (“Other Entertainment Activities”): 40% of Company’s Other
Entertainment Activities Net Receipts (as defined below).

“Merchandise Net Receipts” shall mean all gross monies actually received by Company arising
from sales of Merchandise after Company’s deduction of reasonable, actual, out-of-pocket, and
documented expenses incurred by Company in connection with the following: (i) manufacturing,
handling and packaging costs of Merchandise, including all costs of creation (e.g., design,
photoshoots, licensing of third-party rights, etc.), shipping and freight costs, and other so-called
“cost of goods”; and (ii) any and all advertising, promotion and/or marketing costs incurred by
Company in connection with Merchandise sales. For the avoidance of doubt, Company’s expenses
constituting salaries of Company’s employees, Company’s rent and overhead will not be deducted
from gross monies hereunder.

“Other Entertainment Activities Net Receipts” shall mean all gross monies actually received by
Company arising from Other Entertainment Activities after Company’s deduction of its
reasonable, actual, out-of-pocket and documented expenses in connection with the following: (i)
expenses relating to the training and education of Group members; (ii) expenses incurred for
Entertainment Activities, including, without limitation, vehicle operation and maintenance,
styling, wardrobe, hair makeup, transportation, rehearsal and storage facilities, security, personnel,
production costs, etc.; (iii) any and all advertising, promotion and/or marketing costs incurred by
Company in connection with Entertainment Activities; (iv) fees and commissions charged by
third-party service providers; and (v) any other expenses that are otherwise incurred by Company
with your written consent or the written consent of other members of the Group with respect to the
Other Entertainment Activity concerned. For the avoidance of doubt, Company’s expenses
constituting salaries of Company’s employees, Company’s rent and overhead will not be deducted
from gross monies hereunder.

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AMENDMENT TO AMENDED AND RESTATED

GROUP MEMBER EMPLOYMENT AGREEMENT

Reference is made to that certain Amended and Restated Group Member Employment Agreement
(“Amended and Restated Agreement”), dated as of January 20, 2023, by and between JYP USA Inc.,
or its designee (“Company”), and KG Crown (“You”). This amendment (the “Amendment”, and,
collectively with the Amended and Restated Agreement, the “Agreement”) is made and entered into
as of May 11, 2023 (“Effective Date”) in order to amend certain aspects of the Amended and Restated
Agreement. Capitalized terms not defined herein shall have the meaning ascribed to them in the
Amended and Restated Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree to amend the Amended and Restated Agreement as follows:

Paragraph 2(c) is hereby deleted in its entirety and replaced with the following:

(a) Residence.

(i) Relocation. You acknowledge and agree that, for the duration of the Term, You
will be required to reside in the Los Angeles area within reasonable driving distance of
Company’s Group practice facilities.

(ii) Relocation Fee. Company shall provide a one-time flat, non-accountable

relocation fee in the amount of One Thousand Dollars ($1,000) for each Group member and,
for each Group member who is under the age of eighteen (18) and whose Guardian resides
outside of the Los Angeles area and relocates to the Guardian Residence (as defined herein),
such Group member’s Guardian (the “Relocation Fee”).

(iii) Option to Live at Group Residence. For the duration of the Term, Company
will provide You with the opportunity to live at a residence that will be shared with other
members of the Group (the “Group Residence”).

(iv) Guardian Proximity / Option to Reside at Guardian Residence. At all such

times during the Term that You are under the age of sixteen (16), You acknowledge and agree
that your Guardian must also reside within reasonable driving distance of the Group practice
facilities and, at such times as You may elect to reside in the Group Residence, the Group
Residence. Company will provide a collective residence that is within reasonable proximity to
the Group Residence (the “Guardian Residence”) for Guardians of Group members who are
under the age of sixteen (16), and (at such Guardians’ election) for Guardians of Group
members who are at least sixteen (16) but less than eighteen (18) years of age.

(v) Meaningful Consultation. The Group Residence and the Guardian Residence,
including the location thereof and all amenities, will be selected by Company in meaningful
consultation with You and your Guardian, and in accordance with the terms hereof.

(vi) Location. The Group Residence will be located on the west side of Los
Angeles.

(vii) Size and Amenities. The Group Residence will be approximately 2,500 – 3,500
square feet, with at least five (5) bedrooms (for a total of up to nine (9) Group members) and

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at least three (3) full bathrooms, a full kitchen, a living room, and outdoor space (a patio, yard,
etc.).

(viii) Security. The Group Residence will feature a security system (ADT, Ring, or
otherwise) that includes a professional monitoring service. Company will provide additional
security measures if the safety of the Group is at risk – e.g., if the Group’s fans are attempting
to access the Group Residence, etc.

(ix) Food and Supplies. The Resident Supervisors will prepare breakfast and dinner
for the residents of the Group Residence, and will otherwise stock the Group Residence with
food staples and snacks. In addition, a Resident Supervisor will make regular grocery trips at
which they will purchase groceries and supplies as requested by the residents, in accordance
with a Group Residence food and supply budget to be determined by Company in consultation
with the residents and their Guardians.

(x) Cleaning and Laundry. House cleaning and laundry services will be provided
for residents of the Group Residence.

(xi) Local Transportation. Company will provide You and, for such times during
the Term that You are under the age of sixteen (16), your Guardian, with ground transportation
to and from the Group Residence (and Guardian Residence) and locations within the general
Los Angeles area at which Company requires You to render services hereunder).

(xii) No Hidden Cameras / Advance Notice of Recording. For clarity, the Group
Residence is the private, off-hours home base for the Group members who choose to reside
there, and will not be actively filmed; i.e., there will be no hidden cameras in the Group
Residence at any time, and any Company shoots to take place at the Group Residence will be
infrequent and not a regular requirement of the Group member’s services, and will never take
place without having been scheduled in advance by Company with the Group members’
consent.

(xiii) Responsibility for Residence Expenses. The Group Residence and Guardian
Residence rent or ownership costs, including any and all required maintenance and all utilities
(i.e., water, gas, electric, television and internet), cleaning, laundry, Residence security costs,
the cost of the food, meals, household supplies, and Local Transportation to be provided by
Company in accordance with this Section 2(c), as well as the Relocation Fee (as defined
herein), will be aggregated and collectively referred to herein as “Residence Expenses”.
Company will be responsible for upfront payment of the Residence Expenses, provided,
however, that You and your Guardian will be responsible for all other living expenses not
otherwise specifically set forth in this Agreement. Sixty Percent (60%) of Company’s
Residence Expenses that are attributable to the Group Residence and the Group members’
Relocation Fees, and Eighty Percent (80%) of Company’s Residence Expenses that are
attributable to the Guardian Residence and the Guardian’s Relocation Fees, with all such
amounts prorated by the number of other members of the Group, will be recoupable by
Company against Other Entertainment Income as defined and payable to You pursuant to
Schedule C hereof. Notwithstanding the foregoing, (A) in the event that a Guardian is not
required to, but elects to live at the Guardian Residence as provided above, then the Relocation
Fee and Residence Expenses for said Guardian shall only be recoupable against the Other
Entertainment Income for the Group member of such Guardian, and (B) in the event that You
do not live in the Group Residence, then the Residence Expenses associated with the Group
Residence shall not be recoupable against the Other Entertainment Income for You.

(xiv) Resident Supervisors.

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a. Supervision. At least two (2) full time and one (1) part time individuals
(each, a “Resident Supervisor”) will be engaged by Company for the purpose of
ensuring that at least one Resident Supervisor is on-site at the Group Residence at all
times (24 hours a day, 7 days a week), other than time periods during which the Group
members are all at a distant location (on tour, on hiatus, etc.).

b. Qualifications. Each Resident Supervisor will be: (i) an adult woman

(at least 25 years of age); (ii) fluent in the English and Korean languages; and (iii)
vetted via a full background check by Company prior to commencement of their term
as a Resident Supervisor.

c. Mutual Approval. You and the other Group members and your
Guardians will be provided with the resumes of, and have the opportunity to meet, all
Resident Supervisor candidates, either in person or via live videoconference, prior to
Company’s engagement of each such Resident Supervisor. Each Resident Supervisor
will be mutually approved by Company and the Group members in advance in writing,
provided that, as among the Group members, approval will be by majority vote.

d. Supervision Responsibilities. Resident Supervisors will be responsible

for supervising the Group members living at the Group Residence, which supervision
will include ensuring that Group members adhere to all Group Residence rules, which
rules will be provided to You in writing by Company in advance of your arrival at the
Group Residence, and will include, without limitation, the following: (1) observing
quiet hours after 9:00 pm; (2) no visitors are allowed at the Group Residence other than
Guardians, and Guardians may not stay at the Group Residence overnight; (3) residents
will provide Company (or the Resident Supervisor then on duty) with advance notice
of any overnight stays outside of the Group Residence and, for residents who are under
the age of sixteen (16), all overnight stays outside of the Group Residence are subject
to their Guardian’s advance approval; (4) smoking and/or vaping are prohibited, and
(5) consumption of drugs (other than prescription drugs) and/or alcohol at the Group
Residence is prohibited.

e. Schedule. Residents of the Group Residence will be provided with

advance written notice of the Resident Supervisors’ schedules.

f. Standards. In the event the Resident Supervisor engages in behavior

that reasonable persons would agree is inappropriate and/or harmful to themselves
and/or to the Group members, Company will remove the Resident Supervisor and
provide an alternate Resident Supervisor in their stead, provided that such Resident
Supervisor will be subject to all of the qualifications set forth in 2(c)(xiv)(A)-(C)
hereof.
The parties represent and warrant that they have the full power and authority to execute this
Amendment and hereby consent to the terms and conditions herein.
In the event of an inconsistency between the Amended and Restated Agreement and this Amendment,
this Amendment shall govern. Except as expressly amended herein, the Amended and Restated
Agreement is hereby ratified and confirmed in all respects and remain in full force and effect in
accordance with its terms. This Amendment may be executed in counterparts and by electronic
signature, and all shall be deemed an original and constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, which
shall be effective as of the Effective Date referenced above.
JYP USA, INC. YOU

By: _____________________________ ________________________________



Name: __________________________ Print Name: ______________________


Title: ___________________________
  

Date of Birth: _____________________



IF THE PERSON SIGNING ABOVE IS UNDER THE AGE OF 18, THEN ALL PARENTS OR
LEGAL GUARDIANS FOR SUCH PERSON MUST ALSO SIGN BELOW.

LEGAL GUARDIAN AGREEMENT AND AFFIRMATION

I hereby warrant and affirm that I am the parent of and/or legal guardian for the minor person who
signed above (“Minor”), that I am entitled to the sole (or joint) and complete custody, care, and control
of the Minor, and, therefore, that I am entitled to enter into this Legal Guardian Agreement and
Affirmation (“Parental/Guardian Consent”). For good and valuable consideration, the receipt and
legal adequacy of which is hereby acknowledged, I hereby acknowledge agree as follows:

Having read the Amendment and understanding the nature and extent of all the rights which the Minor
has granted to Company thereunder, I hereby expressly approve of and consent and agree to the Minor's
execution of the Amendment and their undertakings and obligations thereunder and I hereby agree not
to revoke their consent at any time.

I hereby fully and unconditionally guarantee to Company the full and complete performance by the
Minor of each and all of the Minor's Obligations as set forth in the Amendment and that the Minor will
not at any time in the future disaffirm the Amendment in whole or in part, by reason of the Minor's
minority or otherwise.

I hereby acknowledge and certify that I have read and understood this Amendment, that the
consequences and implications of its breach have been explained to me and, I have been afforded the
opportunity to review this Agreement with my own legal counsel prior to signing.

ACCEPTED AND AGREED, as of the Effective Date of the Amendment:

Print Name of Legal Guardian:  


Relationship to Minor Person:  

Print Name of Legal Guardian:  
 

Relationship to Minor Person: 

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SECOND AMENDMENT TO AMENDED AND RESTATED

GROUP MEMBER EMPLOYMENT AGREEMENT

Reference is made to that certain Amended and Restated Group Member Employment Agreement
(“Amended and Restated Agreement”), dated as of January 20, 2023, by and between JYP USA Inc.,
or its designee (“Company”), and Kiera Grace Madder p/k/a KG Crown (“You”), as amended by that
certain Amendment to the Amended and Restated Group Member Employment Agreement (“First
Amendment”), dated as of May 11, 2023. This amendment (the “Second Amendment”, and,
collectively with the Amended and Restated Agreement and the First Amendment, the “Agreement”)
is made and entered into as of June 22, 2023 (“Effective Date”) in order to amend certain aspects of
the Amended and Restated Agreement, as amended by the First Amendment. Capitalized terms not
defined herein shall have the meaning ascribed to them in the Amended and Restated Agreement, as
amended by the First Amendment.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree to amend the Amended and Restated Agreement, as amended by the First Amendment,
as follows:

Paragraph 2(c)(xii) is hereby deleted in its entirety and replaced with the following:

(xii) No Filming at Group Residence. The Group Residence is the private, off-hours home base
for the Group members who choose to reside there, and, therefore, JYP hereby represents
and warrants that audio-visual, audio-only and/or visual-only recording, whether by hidden
or visible recording devices, by JYP, any person or entity acting on JYP’s behalf, and/or
by any third party, is and shall be strictly prohibited at the Group Residence.

The parties represent and warrant that they have the full power and authority to execute this
Amendment and hereby consent to the terms and conditions herein.
In the event of an inconsistency between the Amended and Restated Agreement, the First Amendment,
and this Second Amendment, this Second Amendment shall govern. Except as expressly amended
herein, the Amended and Restated Agreement as amended by the First Amendment is hereby ratified
and confirmed in all respects and remain in full force and effect in accordance with its terms. This
Second Amendment may be executed in counterparts and by electronic signature, and all shall be
deemed an original and constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment, which
shall be effective as of the Effective Date referenced above.
JYP USA, INC. YOU

By: ______________________________ Signature:______________________

Name: HK Shin Print Name: Kiera Grace Madder
Title: President & CEO Date of Birth: June 17, 2007

IF THE PERSON SIGNING ABOVE IS UNDER THE AGE OF 18, THEN ALL PARENTS OR
LEGAL GUARDIANS FOR SUCH PERSON MUST ALSO SIGN BELOW.

LEGAL GUARDIAN AGREEMENT AND AFFIRMATION

I hereby warrant and affirm that I am the parent of and/or legal guardian for the minor person who
signed above (“Minor”), that I am entitled to the sole (or joint) and complete custody, care, and control

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of the Minor, and, therefore, that I am entitled to enter into this Legal Guardian Agreement and
Affirmation (“Parental/Guardian Consent”). For good and valuable consideration, the receipt and
legal adequacy of which is hereby acknowledged, I hereby acknowledge agree as follows:

Having read the Second Amendment and understanding the nature and extent of all the rights which
the Minor has granted to Company thereunder, I hereby expressly approve of and consent and agree to
the Minor's execution of the Second Amendment and their undertakings and obligations thereunder
and I hereby agree not to revoke their consent at any time.

I hereby fully and unconditionally guarantee to Company the full and complete performance by the
Minor of each and all of the Minor's Obligations as set forth in the Second Amendment and that the
Minor will not at any time in the future disaffirm the Second Amendment in whole or in part, by reason
of the Minor's minority or otherwise.

I hereby acknowledge and certify that I have read and understood this Second Amendment, that the
consequences and implications of its breach have been explained to me and, I have been afforded the
opportunity to review this Second Amendment with my own legal counsel prior to signing.

ACCEPTED AND AGREED, as of the Effective Date of the Second Amendment:

Signature: _________________________
Print Name of Legal Guardian: Tracey Madder
Relationship to Minor Person: Mother

Signature: _________________________
Print Name of Legal Guardian: Ryan Madder
Relationship to Minor Person: Father

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