That is freaking hilarious!!... Lol... Best part is, I don't see how this fixes anything. It's likely just makes shit worse! The SEC hates when scammers try to scam the SEC! LOL!!
JOINT MOTION TO AMEND ORDER
Defendant, MUSIC LICENSING, INC., and Plaintiffs, JAKE P. NOCH et al., by and
through undersigned counsel, agreed to file this joint motion to amend the Order that approved
the Section 3(a)(10) Settlement Agreement. In support thereof, the parties state the following:
1. Plaintiffs filed a declaratory action against Defendant on or about November 15, 2023.
2. The Plaintiffs sought Declaratory relief recognizing the Section 3(a)(10) Settlement
Agreement.
3. A Section 3(a)(10) settlement agreement, in the securities law context, refers to a
method by which a company could settle pre-existing debt obligations such as unpaid
operational expenses by issuing common stock to the creditor. See TD Ameritrade,
Inc. v. Kelley, No. 15CV714-PAC-FM, 2016 WL 11483847, at *1 (S.D.N.Y. Aug. 1,
2016), report and recommendation adopted, No. 15CIV714PACFM, 2016 WL
5660399 (S.D.N.Y. Sept. 30, 2016). Section 3(a)(10) of the Securities Act of 1933, as
amended (the “Act”), provides an exemption from the Act’s registration requirements
for certain securities exchanged as part of a settlement agreement.
4. A fairness hearing was held on December 7, 2023, to approve the application of the
Section 3(a)(10) exemption to the referenced Settlement Agreement.
5. This Court Ordered its approval of the Section 3(a)(10) exemption on December 7,
2023.
6. However, the parties agreed that some language should be added to the Court’s Order
to clarify the Order and its application.
7. The parties agreed to request that the following language be added to the Order as part
of the Section 3(a)(10) exemption for clarification purposes:
a. The Section 3(a)(10) exemption applies directly to the underlying shares of
common stock of Defendant, MUSIC LICENSING, INC., and, accordingly,
such shares Plaintiffs, JAKE P. NOCH et al. do not need to rely on Rule 144
or any other exemption from the Act’s registration requirements in respect of
shares of Defendant, MUSIC LICENSING, INC.’s common stock to be issued
to Plaintiffs, JAKE P. NOCH et al. in connection with their Settlement
Agreement. Neither Plaintiffs, JAKE P. NOCH et al. nor the shares of common
stock of Defendant, MUSIC LICENSING, INC. issued or to be issued
pursuant to the Section 3(a)(10) exemption are subject to compliance with any
of the provisions of Rule 144, including, but not limited to, volume limitations
of the sales thereof and any affiliate restrictions of Plaintiffs, JAKE P. NOCH
et al. with Defendant, MUSIC LICENSING, INC.
b. The Section 3(a)(10) exemption is to be applied to previous transactions
issuance transactions by Defendant, MUSIC LICENSING, INC. to plaintiffs,
JAKE P. NOCH et al. and their respective affiliates. Amounts previously
realized under any sale transactions of shares of common stock of Defendant,
MUSIC LICENSING, INC. will be deducted from the current amounts
outstanding under the Settlement Agreement and/or future balances as onetime deductions of the current amounts remining to be satisfied by the
Settlement Agreement and the Section 3(a)(10) exemption.
c. Issuances by Defendant, MUSIC LICENSING, INC. of shares of its common
stock under the Settlement Agreement pursuant to the exemption from
registration under the Act provided by Section 3(a)(10) do not need to be
accomplished in limited tranches, and there is no restriction on the issuance of
such shares.
d. The 3(a)(10) exemption provided by this Court’s Order is not linked to the
public market per-share price of common stock of Defendant, MUSIC
LICENSING, INC. and is solely based on the funds realized by Plaintiffs,
JAKE P. NOCH et al. from the sale of such shares.
WHEREFORE, based on the foregoing, Defendant, MUSIC LICENSING, INC., with the
consent and agreement of Plaintiffs, JAKE P. NOCH et al., respectfully requests that this Court
amend its Order dated December 7, 2023, by adding the referenced necessary and requested
language set forth in Section 7 of this motion.
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