0001947158-22-000004.txt : 20231010 0001947158-22-000004.hdr.sgml : 20231010 20220922150101 ACCESSION NUMBER: 0001947158-22-000004 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20220922 DATE AS OF CHANGE: 20230911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Public Shrek Royalties LLC CENTRAL INDEX KEY: 0001947158 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 920336540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-12000 FILM NUMBER: 221259030 BUSINESS ADDRESS: STREET 1: 6 HARRISON ST, 5TH FLR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2014794408 MAIL ADDRESS: STREET 1: 228 PARK AVE S NUM 86651 CITY: NEW YORK STATE: NY ZIP: 10003 1-A 1 primary_doc.xml 1-A LIVE 0001947158 XXXXXXXX PUBLIC SHREK ROYALTIES LLC DE 2022 0001947158 7389 92-0336540 0 0 6 Harrison Street, 5th Floor New York NY 10013 201-479-4408 Keith Marshall Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 PUBLIC SHREK ROYALTIES LLC 1 NONE 0 000000000 NONE NONE 0 000000000 NONE true true Tier2 Audited Equity (common or preferred stock) Y N N Y N N 88970 1 10.0000 889700.00 0.00 0.00 0.00 889700.00 N/A 0.00 Dalmore Group, LLC 8897.00 N/A 0.00 N/A 0.00 CrowdCheck Law LLP 2500.00 N/A 0.00 CrowdCheck Law LLP 3000.00 136352 889700.00 The estimated net proceeds to the issuer calculation above does not include any offering fees as all fees in connection with the offering are to be paid by Otis Wealth, Inc., the managing member. true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY Z4 B5 GU 1V PR VI AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY Z4 B5 GU 1V PR VI true PART II AND III 2 f1a2022_publicshrekroyalties.htm OFFERING STATEMENT
Preliminary Offering Circular, Dated September 22, 2022
 
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. TO THE EXTENT NOT ALREADY QUALIFIED UNDER REGULATION A, THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
 
Public Shrek Royalties LLC
6 Harrison Street, 5th Floor
New York, NY 10013
(201) 479-4408; www.public.com
 
Best Efforts Offering of up to 88,970 Non-Voting Membership Interests
 
Public Shrek Royalties LLC, a Delaware limited liability company (which we refer to as “we,” “us,” “our,” “our company” or the “company”), is offering (this “offering”), on a best efforts basis, up to $889,700 of our non-voting membership interests (the “interests”), at an offering price of $10.00 per interest.
 
We expect to offer interests in this offering until we raise the maximum amount being offered. The maximum offering period is 12 months from the date of commencement, but we reserve the right to terminate this offering for any reason at any time prior to the initial closing. Subscriptions may be accepted on a rolling basis, meaning not all investors would receive their interests on the same date, and the initial closing, any subsequent closing(s) and the final closing of this offering will occur on a date or dates, as applicable, determined by the company in its discretion. This offering will commence within 48 hours of qualification by the Securities and Exchange Commission (the “Commission”). If any of the interests offered remain unsold as of the final closing, such interests shall be issued to Otis Wealth, Inc. (the “manager,” “our manager” or “Otis”), in full satisfaction of its advance, if any, and the true-up as described in this offering circular. There is no minimum number of interests or dollar amount that needs to be sold as a condition of any closing of this offering. Subscriptions, once received, can be rejected or reduced by us. See “Plan of Distribution and Selling Securityholders” and “Securities Being Offered” for additional information.
 
To purchase interests, a prospective investor must register as a user of the web- and mobile app-based platform called Public.com (the “Public Platform”) operated by Public Holdings, Inc., a Delaware corporation (“Public”). The minimum investment amount per investor is $10.00 (one interest), and the maximum investment is for interests representing 20% of the total interests, however, we can waive or modify the minimum or maximum purchase restriction on a case-by-case basis in our sole discretion. In determining whether to waive or modify such minimum and maximum purchase restrictions, we may consider a variety of factors, including, but not limited to, offering demand following qualification, factors regarding the particular investor, market conditions and business developments. To subscribe, a prospective investor agrees to transfer funds via the Public Platform from such investor’s settled cash in the investor’s brokerage account on the Public Platform. We have not engaged an escrow agent for this offering. Funds will remain in the investor’s brokerage account on the Public Platform until a closing is commenced by our company.
 
i

With respect to any closing, investors will be notified by email message and/or a notification through the Public Platform. Upon a closing, investor subscription funds will be transferred to our company, and investors will receive their interests. The initial closing will occur at such time as determined by our company in its sole discretion, and additional closings, if any, will occur throughout the offering period as determined in the sole discretion of our company. Because timing of the initial closing, any subsequent closing(s) and the final closing will be driven by demand for this offering, our company cannot anticipate the date of any particular closing.
 
A closing is expected to take a minimum of several days, and up to two weeks. For a closing, we will review the subscription documentation from prospective investors, contact prospective investors for additional information if necessary then provide subscription documentation to Dalmore Group, LLC (the “Broker”) for review. Upon completion of review by the Broker, a closing will occur with respect to all investors not rejected following review.
 
At or before the final closing, our manager or its affiliates may purchase interests sold in this offering for the same price as all other investors. There are no limitations on the number of interests that may be purchased by our manager or its affiliates. In addition, the asset sellers may purchase a portion of the interests in this offering.
 
                                 
 
 
Number of
Interests
 
 
Price to
Public
 
 
Underwriting Discounts and Commissions(1)
 
 
Proceeds to Us Before Expenses(2)
 
Per Interest:
 
 
1
 
 
$
10.00
 
 
$
0.00
 
 
$
10.00
 
Total 
 
 
88,970
 
 
$
889,700
 
 
$
0.00
 
 
$
889,700
 
 
 
(1)
The Broker will be acting as our executing broker in connection with this offering and will be paid by our manager the Brokerage Fee of 1% of the amount raised, and not out of the proceeds of this offering. See “Plan of Distribution and Selling Securityholders—Fees and Expenses.”
 
 
(2)
This amount does not include the Brokerage Fee or estimated offering expenses in an aggregate amount of approximately $27,030.46, all of which will be paid by Otis rather than from the net proceeds of this offering.
 
The interests being offered do not include the right to vote except in certain limited circumstances as required by the company’s operating agreement. See “Securities Being Offered” for additional information.
 
Pursuant to the company’s operating agreement, secondary transfers are subject to certain restrictions and the discretion of our manager to waive those restrictions. Our manager may refuse a transfer by an interest holder if such transfer would (i) result in there being 2,000 or more beneficial owners or 500 or more beneficial owners that are not accredited investors (provided that our manager may waive such limitations); (ii) adversely affect our company or subject our company, our manager or any of their affiliates to any additional regulatory or governmental requirements or cause our company to be disqualified as a limited liability company; (iii) subject our company, our manager or any of their affiliates to any tax to which they would not otherwise be subject; (iv) require registration of the interests or our company, our manager or any of their affiliates under any securities laws of the United States, any state thereof or any other jurisdiction; (v) cause the underlying asset to be deemed “plan assets” for purposes of the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”); (vi) result in a change of U.S. federal income tax treatment of our company or result in a termination of our company for U.S. federal income tax purposes; or (vii) violate or be inconsistent with any representation or warranty made by the transferor. Furthermore, as our interests are not registered under the Securities Act of 1933, as amended (the “Securities Act”), transfers of our interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. As a result, investors may not be able to resell or otherwise alienate their interests in certain circumstances.
  
ii

Provided that any electronic alternative trading system registered with the Commission and FINRA on Form ATS (an “ATS”) on which interests are listed for trading requires from interest holders such representations and agreements as described in the operating agreement, interests may be transferred via such ATS. Public intends to launch an interface on the Public Platform that enables investors to buy and sell their holdings via the Public Private Execution Network Alternative Trading System (the “PPEX ATS”) operated by North Capital Private Securities Corporation (“North Capital”). As of the date of this offering circular, the PPEX ATS will be the sole trading platform approved by our manager for secondary transfers of our interests (for the avoidance of doubt, transfers may occur outside of a trading platform). We will notify interest holders of approval of any additional trading platform(s) by making a filing with the Commission of the type applicable as of the time such change is made and by sending an email message or a message through the Public Platform, or by posting a message on the Public website.
  
To obtain approval for any transfer not facilitated by the PPEX ATS, interest holders should contact us by sending us an email message to alts@public.com prior to any voluntary transfer or within 30 days of any involuntary transfer and provide sufficient information to allow our company’s legal counsel to make a determination that the transfer would not result in any of the scenarios described above. For a transfer in the event of death of the interest holder, notice should be given by a duly authorized representative of the estate of such interest holder and include proof of legal authority and valid assignment. See “Securities Being Offered—Transfer Restrictions” for more information.
 
Our company will purchase from OWI 25% of the right, title and interest of composer Harry Gregson-Williams, along with a security interest, in the songwriter’s life of rights share of all public performance royalties attributable to the related works (which we refer to collectively as the underlying asset).
 
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering circular and future filings after this offering.
 
An investment in our interests involves a high degree of risk. See “Risk Factors” for a description of some of the risks that should be considered before investing in our interests.
 
Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
 
THE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF ANY OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
 
iii

We are offering to sell, and seeking offers to buy, our interests only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our interests. Neither the delivery of this offering circular nor any sale or delivery of our interests shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.
 
This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.
iv

 TABLE OF CONTENTS
 
SUMMARY1
DETERMINATION OF OFFERING PRICE7
RISK FACTORS8
DILUTION24
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS25
USE OF PROCEEDS TO ISSUER34
THE UNDERLYING ASSET35
DESCRIPTION OF BUSINESS40
DESCRIPTION OF PROPERTY47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES51
COMPENSATION OF OUR MANAGER54
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS56
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS57
SECURITIES BEING OFFERED58
MATERIAL UNITED STATES TAX CONSIDERATIONS65
LEGAL MATTERS68
WHERE YOU CAN FIND ADDITIONAL INFORMATION69
v

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
The information contained in this offering circular includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company, our manager, Public and the Public Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our manager’s expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
 
The forward-looking statements contained in this offering circular are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither we nor our manager can guarantee future performance, or that future developments affecting our company, our manager, Public or the Public Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and/or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
 
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
vi

SUMMARY
 
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this offering circular. You should read the entire offering circular and carefully consider, among other things, the matters set forth in the section captioned Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant and business advisor with respect to the legal, tax and business aspects of an investment in our interests. All references in this offering circular to “$” or “dollars” are to United States dollars.
 
The Company
 
Overview
 
Our company is a limited liability company formed on September 12, 2022 pursuant to the Delaware Limited Liability Company Act, or the LLC Act.
 
Our manager, Otis Wealth, Inc., a Delaware corporation incorporated on October 4, 2018 (which we refer to as our manager), believes that alternative assets have been a cornerstone of wealth accumulation. However, barriers are high, and quality access has been limited to a tiny fraction of the global economy. We believe that those who do have access to top-quality alternative investments are faced with a lack of transparency, operational overhead and high minimums and fees from established gatekeepers. The costs for investing in this asset class are high and transaction volumes are low, with few options for liquidity, resulting in longer holding periods. As a result, the opportunity to build wealth remains inaccessible.
 
This offering is part of the proposed solution to this problem. Public Holdings, Inc., a Delaware corporation, the parent company of our manager, is creating a platform to invest in NFTs, art, collectibles and more, through one or more affiliated issuers, alongside traditional equities and crypto. The goal is to unlock every type of alternative asset and give investors true uncorrelated diversification in a modern portfolio. For the avoidance of doubt, investors in this offering are not purchasing securities offered by Public and will have no interest in the activities or business of any entity other than our company by virtue of participating in this offering.
 
Our strategy is to acquire the underlying asset, hold such asset for an indefinite period of time and then sell such asset at a premium over our acquisition price so that investors in our company can make a return on their investment. Additionally, interest holders may be able to realize a return on their investment by selling their interests on the secondary market, if an active market for our interests develops.
  
The Underlying Asset
 
Our company will purchase from OWI 25% of the right, title and interest of composer Harry Gregson-Williams, along with a security interest, in the songwriter’s life of rights share of all public performance royalties attributable to the related works. See “The Underlying Asset—The Underlying Asset” for additional information.
1

    Summary: The underlying asset is a 25% interest in the catalog of musical compositions by Gregson-Williams set forth in Exhibit 99.1 (which compositions we refer to as the related works) that earns income from public performance of the award-winning Shrek media franchise, including films, TV specials and other related content (which we refer to as the underlying content). The catalog generates royalties when the underlying content airs on TV and is streamed online and when the related works play in the corresponding soundtracks, on Shrek-themed theme park rides or are used in other TV, film or commercial programming. The underlying asset is principally the right to receive payments from any source generated with respect to the related works for the life of the rights associated with the related works. The underlying asset includes a security interest in the songwriter’s share of all public performance royalties attributable to the related works, as well as a 25% interest in any and all existing and potential causes of action, including, but not limited to, actions for infringement, underpayment or non-payment of royalties. The underlying asset does not include ownership or control of the copyright interest in the related works. We do not believe any of the foregoing positively or negatively impacts the value of the underlying asset or the ability to receive royalty revenues. The foregoing rights will be established for our company pursuant to an assignment of interest, the form of which is filed as Exhibit 6.2 to the offering statement of which this offering circular forms an integral part, to be entered into between our company and OWI, as asset seller.
    Shrek Franchise Cultural Significance: Shrek is a media franchise created by DreamWorks Animation, loosely based on William Steig’s 1990 picture book of the same name. The franchise features four computer-animated films: Shrek (2001), Shrek 2 (2004), Shrek the Third (2007) and Shrek Forever After (2010). A short 4-D film, Shrek 4-D, which originally debuted for a theme park ride, was released in 2003. The franchise also includes two television specials, the Christmas television special Shrek the Halls (2007) and the Halloween television special Scared Shrekless (2010). In May 2010, The New York Times described the principal Shrek characters as “brilliantly realized” and said, “nearly a decade after the first Shrek film they remain as vital and engaging fusions of image, personality and voice as any characters in the history of animation.” The series was a financial success, becoming the 17th highest-grossing film franchise of all time and the second highest-grossing animated franchise. A fifth Shrek feature film, to potentially to be called Shrek 5, is anticipated.
    Past Financial Highlights: As of July 2022, the underlying asset (i.e., the 25% interest in the catalog of related works) had generated $77,986 in royalty revenues in the preceding twelve months and an average of $60,313 per year in revenues in the preceding three years.
    Operating Partners: The underlying asset relies on the following with respect to the aggregation, audit, enforcement and payment of royalty revenues earned from the underlying asset (which we refer to as operating partners): Broadcast Music, Inc. (which we refer to as BMI), Royalty Exchange Inc. (which we refer to as Royalty Exchange) and, to a lesser extent, Gregson-Williams.
    Comparable Sale: A different 25% of the right, title and interest of composer Gregson-Williams’ interest, along with a security interest, in the songwriter’s share of all public performance royalties attributable to the related works sold for $888,889 on Royalty Exchange in August 2022.
Manager
 
Otis Wealth, Inc. is the manager of our company. Our manager is a wholly owned subsidiary of Public. Public owns and operates the Public Platform, through which the interests will be sold.
 
2

At or before the final closing, our manager or its affiliates may purchase interests sold in this offering for the same price as all other investors. There are no limitations on the number of interests that may be purchased by our manager or its affiliates. Our manager may sell its interests from time to time after closing of this offering. Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests.
 
Investment Committee
 
Our manager assembled an investment committee, or the Investment Committee, compromised of employees of Public People LLC, a wholly owned subsidiary of Public, acting on behalf of Public, to assist our manager in evaluating the underlying asset prior to the purchase (including reviewing due diligence materials), managing the underlying asset and to advise our manager and certain other matters associated with our business. The members of the Investment Committee are not and will not be managers or officers of our company and will not have any fiduciary or other duties to the interest holders of the company.  
3

The Offering
 
       
Interests Offered
  Up to 88,970 interests, on a “best efforts” basis for up to $889,700 of gross proceeds. Purchasers of the interests will become members of the company.
     
Offering Price per Interest
  $10.00 per interest.
     
Number of Interests Outstanding Before the Offering
  As of the date hereof, one hundred percent (100%) of the interests outstanding, one (1) interest, are held by our manager.
     
Operating Agreement
  Our limited liability company agreement, dated September 12, 2022, as amended from time to time (which we refer to as the operating agreement), created one class of membership interests of the company in the form of the interests. By participating in this offering, investors will become party to the operating agreement.
     
Number of Interests Outstanding After the Offering
  88,971 interests.  
     
Minimum and Maximum Investment Amount
  The minimum investment amount per investor is $10.00 (one interest), and the maximum investment is for interests representing 20% of the total interests, however, we can waive or modify the minimum or maximum purchase restriction on a case-by-case basis in our sole discretion. In determining whether to waive or modify such minimum and maximum purchase restrictions, we may consider a variety of factors, including, but not limited to, offering demand following qualification, factors regarding the particular investor, market conditions and business developments. Subscriptions, once received, can be rejected or reduced by us prior to acceptance.
     
Subscription Procedures
  Public, the parent company of our manager, owns and operates the Public Platform that enables investors to view details of this offering and sign contractual documents. After the qualification by the Commission of the offering statement of which this offering circular is a part, this offering will be conducted through the Public Platform, whereby investors will receive, review, execute and deliver subscription agreements electronically. For additional information, see “Plan of Distribution—Subscription Procedures.”
     
Broker-Dealer
  The Broker is serving as executing broker-dealer but is not providing underwriting or placement agent services in this offering.
     
Investment Amount Restrictions
  Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, you are encouraged to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.
     
4

Worldwide
  Interests will be offered worldwide, provided that we may elect not to sell shares in particular jurisdictions for regulatory or other reasons. No sales of interests will be made anywhere in the world prior to the qualification of the offering circular by the Commission in the United States and issuance by the Financial Industry Regulatory Authority, Inc., or FINRA, of a no-objection letter. All interests will be offered everywhere in the world at the same U.S. dollar price that is set forth in this offering circular.
     
Limited Voting Rights
  The interests have very limited voting rights, only on those matters, if any, submitted to the members for a vote and to vote, as a single class, to remove and replace the manager for “cause” following a final judgment of fraud by our manager. Any member that beneficially owns 10% or more of the interests (excluding shares beneficially owned by Otis) may irrevocably limit or eliminate its voting rights pursuant to our Operating Agreement.
     
Risk Factors
  Investing in the interests involves risks. See the section entitled “Risk Factors” for a discussion of factors you should carefully consider before deciding to invest in the interests.
     
Use of Proceeds
  We expect to receive gross proceeds from this offering of up to $889,700. Otis will pay all expenses of this offering, including fees and expenses associated with qualification of this offering under Regulation A and all fees and expenses of the Broker. Therefore, the gross proceeds from this offering will equal the net proceeds from this offering. We intend to use a portion of the proceeds from the initial closing of this offering to acquire the underlying asset, and if and to the extent such proceeds are less than the purchase price, Otis will advance to the company any additional funds required to consummate the acquisition. The remaining net proceeds of this offering, together with any unsold interests, if any, will be used to repay the Otis advance, if any, and pay Otis the true-up.
     
Closings
  The company may close the entire offering at one time or may have multiple closings. Throughout this offering circular, we have assumed multiple closings and refer to the “initial closing” as the first such closing and the “final closing” as the last such closing. The underlying asset will be acquired by the company following the final closing of this offering. Subscriptions may be accepted on a rolling basis. If any of the interests offered remain unsold as of the final closing, such interests shall be issued to Otis in full satisfaction of its advance, if any, and the true-up as described in this offering Circular. The maximum offering period is 12 months from the date of commencement.

Until there is a closing with respect to a given investor, subscription funds will remain in the brokerage account of the investor, but will be earmarked for investment in this offering. With respect to any closing, investors will be notified by email message and/or a notification through the Public platform. Upon a closing, investor subscription funds will be transferred to our company, and investors will receive their interests. The initial closing will occur at such time as determined by our company in its sole discretion, and additional closings, if any, will occur throughout the offering period as determined in the sole discretion of our company. Because timing of the initial closing, any subsequent closing(s) and the final closing will be driven by demand for this offering, our company cannot anticipate the date of any particular closing. A closing is expected to take a minimum of several days, and up to two weeks. See “Plan of Distribution and Selling Securityholders—Plan of Distribution” for more information.
     
Termination of the Offering
  We reserve the right to terminate this offering for any reason at any time prior to the initial closing.
     
5

Transfer Restrictions and Secondary Trading

 
Pursuant to the company’s operating agreement, secondary transfers are subject to certain restrictions and the discretion of our manager to waive those restrictions. Our manager may refuse a transfer by an interest holder if such transfer would (i) result in there being 2,000 or more beneficial owners or 500 or more beneficial owners that are not accredited investors (provided that our manager may waive such limitations); (ii) adversely affect our company or subject our company, our manager or any of their affiliates to any additional regulatory or governmental requirements or cause our company to be disqualified as a limited liability company; (iii) subject our company, our manager or any of their affiliates to any tax to which they would not otherwise be subject; (iv) require registration of the interests or our company, our manager or any of their affiliates under any securities laws of the United States, any state thereof or any other jurisdiction; (v) cause the underlying asset to be deemed “plan assets” for purposes of ERISA; (vi) result in a change of U.S. federal income tax treatment of our company or result in a termination of our company for U.S. federal income tax purposes; or (vii) violate or be inconsistent with any representation or warranty made by the transferor. Furthermore, as our interests are not registered under the Securities Act, transfers of our interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. As a result, investors maynot be able to resell or otherwise alienate their interests in certain circumstances.

Provided that any ATS on which interests are listed for trading requires from interest holders such representations and agreements as described in the operating agreement, interests may be transferred via such ATS. Public intends to launch an interface on the Public Platform that enables investors to buy and sell their holdings via the PPEX operated by North Capital. As of the date of this offering circular, the PPEX ATS will be the sole trading platform approved by our manager for secondary transfers of our interests (for the avoidance of doubt, transfers may occur outside of a trading platform). We will notify interest holders of approval of any additional trading platform(s) by making a filing with the Commission of the type applicable as of the time such change is made and by sending an email message or a message through the Public Platform, or by posting a message on the Public website.

To obtain approval for any transfer not facilitated by the PPEX ATS, interest holders should contact us by sending us an email message to alts@public.com prior to any voluntary transfer or within 30 days of any involuntary transfer and provide sufficient information to allow our company’s legal counsel to make a determination that the transfer would not result in any of the scenarios described above. For a transfer in the event of death of the interest holder, notice should be given by a duly authorized representative of the estate of such interest holder and include proof of legal authority and valid assignment.

See “Securities Being Offered—Transfer Restrictions” for more information.
     
Distributions
  We expect our manager to distribute any Free Cash Flow generated from the underlying asset on a quarterly basis in the following order of priority: (a) to create such reserves as our manager deems necessary, in its sole discretion; and (b) thereafter by way of distribution (i) 95% to holders of the interests (net of corporate income taxes applicable to the company), which may include our manager or any of its affiliates, and (ii) 5% to our asset manager, Otis (which amount may be waived by our asset manager in its sole discretion). However, our manager may change the timing of distributions or determine that no distributions shall be made in its sole discretion. There may be an additional distribution upon the sale of the underlying asset, at which point we plan to pay a liquidating distribution. There can be no assurance as to the timing of any distribution or that we will pay any distributions at all. See “Securities Being Offered—Distribution Rights” for more information.
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DETERMINATION OF OFFERING PRICE
 
The offering size equals the sum of (a) the estimated purchase price that Otis anticipates paying for the underlying asset, $868,000, plus (b) approximately 2.5% of such amount, or $21,700, as an upfront payment or “true-up” payable to Otis, which is intended to be reasonable compensation for Otis’ services, capital commitment and outlay (if applicable) in sourcing and acquiring the underlying asset, as well as our manager’s agreement to pay all fees, costs and expenses of, or incurred in connection with the operation of, our company. The initial price per interest was randomly determined by Otis and is calculated by dividing (a) this offering size by (b) 88,970, which is the maximum number of interests that will be sold in this offering (or issued to Otis if any remain unsold).
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RISK FACTORS
 
The interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that a secondary market would ever develop for our interests, whether via the Public Platform, via third-party registered broker-dealers or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in our interests. Prospective investors should obtain their own legal and tax advice prior to making an investment in our interests and should be aware that an investment in our interests may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in our interests.
 
Risks Related to the Structure, Operation and Performance of our Company
 
Our company was recently formed, has no track record and no operating history from which you can evaluate our company or this investment.
 
Our company was recently formed, has not generated any revenues and has no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that our company will achieve its investment objectives, the value of the underlying asset will increase or the underlying asset will generate revenues.
 
The offering amount will exceed the value of the underlying asset, and, if the underlying asset is sold before it appreciates or generates income, then investors will not receive the amount of their initial investment back.
 
The size of this offering will exceed the purchase price of the underlying asset as at the date of this offering (as the proceeds of this offering in excess of the purchase price of the underlying asset will be used to repay advances to our manager and make the true-up payment). If the underlying asset had to be sold and there had not been substantial appreciation of the underlying asset prior to such sale, there may not be sufficient proceeds from the sale of the underlying asset to repay investors the amount of their initial investment (after first paying off any liabilities on the underlying asset at the time of the sale or any additional profits in excess of this amount).
 
The underlying asset may be sold at a loss or at a price that results in a distribution that is below the purchase price of the interests, or no distribution at all.
 
Any sale of the underlying asset could be effected at an inopportune time, at a loss and or at a price that would result in a distribution of cash that is less than the price paid by investors to purchase our interests. We intend to hold the underlying asset for an extended period of time and may choose to sell the underlying asset opportunistically if market conditions are favorable, which we believe is necessary to achieve optimal returns. Although the value of the underlying asset may decline in the future, we have no current intention nor economic incentive to sell the underlying asset at a loss. In the future, we may elect to do so if we determine that such a transaction would be necessary to satisfy our fiduciary obligations to our members. Lastly, circumstances may arise that may compel us to sell the underlying asset at an inopportune time and potentially at a loss, such as if we face litigation, regulatory challenges or if Otis ceases to exist. Investors should be prepared to hold their interests for an indefinite period of time, as there can be no assurance that the interests can ever be resold or that the underlying asset can ever be sold or that any sale would occur at a price that would result in a distribution of more than the initial purchase price per interest.
 
The timing and potential price of a sale of the underlying asset are impossible to predict, so investors need to be prepared to own the interests for an uncertain or even indefinite period of time.
 
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We intend to hold the underlying asset for an indefinite period, although the underlying asset will be perpetually available for sale following this offering and we will evaluate any reasonable third party offers to acquire the underlying asset. In addition, the occurrence of certain events may compel us to sell the underlying asset. Accordingly, a risk of investing in the interests is the unpredictability of the timing of a sale of the underlying asset and the unpredictability of funds being available for cash distributions, and investors should be prepared for both the possibility they will not receive a cash distribution for many years, if ever, and the contrary possibility that they may receive a cash distribution at any time following the completion of this offering. An investment in the interests is unsuitable for investors that are not prepared to hold their interests for an indefinite period of time, as there can be no assurance that the interests can ever be resold or that the underlying asset can be sold within any specific timeframe, or at all.
 
Our success depends in large part upon our manager and its ability to execute our business plan.
 
The successful operation of our company is in part dependent on the ability of our manager and asset manager to source, acquire and manage the underlying asset. As our manager has only been in existence since October 2018, it has limited operating history that would evidence its ability to source, acquire, manage and utilize the underlying asset.
 
The success of our company will be highly dependent on the expertise and performance of our manager and its team, its expert network and other investment professionals (which include third-party experts) to source, acquire and manage the underlying asset. There can be no assurance that these individuals will continue to be associated with our manager or asset manager. The loss of the services of one or more of these individuals could have a material adverse effect on the underlying asset, in particular, its ongoing management and use to support the investment of holders of interests.
 
Potential breach of the security measures of the Public Platform could have a material adverse effect on our company and the value of your investment.
 
The highly automated nature of the Public Platform through which potential investors acquire or transfer interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Public Platform processes certain confidential information about investors. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the Public Platform, our company, our manager, Public or our service providers (including the Broker) could be breached. Any accidental or willful security breaches or other unauthorized access to the Public Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of our manager’s and our company’s trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the Public Platform software are exposed and exploited, the relationships between our company, investors and users could be severely damaged, and our company, our manager or Public could incur significant liability or have their attention significantly diverted from utilization of the underlying asset, which could have a material negative impact on the value of the interests or the potential for distributions to be made on the interests.
 
Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we, the third-party hosting used by the Public Platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of the Public Platform. Any security breach, whether actual or perceived, would harm our reputation and the Public Platform, and we could lose investors and service providers. This would impair our ability to achieve our objectives.
 
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The Public Platform is highly technical and may be at risk of malfunctioning.
 
The Public Platform is a complex system with components and highly complex software, and our business is dependent upon Public’s ability to prevent system interruptions to operation of the Public Platform. The Public Platform software may now, or in the future, contain undetected errors, bugs or vulnerabilities, which may only be discovered after the code has been released or may never be discovered. Problems with or limitations of the software, misconfigurations of the systems or unintended interactions between systems may cause downtime that would impact the availability of the Public Platform. The Public Platform relies on third-party datacenters for operation. If such datacenters fail, users of the Public Platform may experience downtime. Any errors, bugs, vulnerabilities or sustained or repeated outages could reduce the attractiveness of the Public Platform to investors, cause a negative experience for investors or result in negative publicity and unfavorable media coverage, damage to our reputation, loss of Public Platform users, loss of revenue, liability for damages, regulatory inquiries or other proceedings, any of which could adversely affect our business and financial results.
 
Our manager may sell its interests post-closing, which may result in a reduction in value of your interests if there are too many interests available and not enough demand for those interests.
 
Our manager may arrange for some of the interests it holds to be sold by a broker pursuant to a “10b5-1 trading plan.” Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. There is a risk that a sale by our manager may result in too many interests being available for resale and the price of the relevant interests decreasing as supply outweighs demand.
 
Non-compliance with regulations may result in the abrupt cessation of business operations, rescission of any contracts entered into, an early termination of any interests sold or, if we were deemed to be subject to the Investment Advisers Act of 1940, as amended, or the Investment Advisers Act, the liquidation and winding up of any interests sold.
 
The Broker is acting as our executing broker in connection with this offering. The Broker is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be registered in each state where offering and sale of the interests will occur prior to the launch of this offering, and it is anticipated that the interests will be offered and sold only in states where the Broker is registered as a broker-dealer. If a regulatory authority determines that our manager, which is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities, our manager may need to stop operating, and therefore, we will not have an entity managing the underlying asset. In addition, if our manager is required to register as a broker-dealer, there is a risk that any interests offered and sold while our manager was not registered may be subject to a right of rescission, which may result in the early termination of the company.
 
Furthermore, we are not registered and will not be registered as an investment company under the Investment Company Act/Investment Company Act of 1940, as amended, or the Investment Company Act, and neither our manager nor our asset manager is or will be registered as an investment adviser under the Investment Advisers Act, and thus the interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. We and our manager have taken the position that the underlying asset is not a “security” within the meaning of the of the Investment Company Act or the Investment Advisers Act, and thus our assets will be comprised of less than 40% investment securities under the Investment Company Act, and our manager and our asset manager will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If we were to be required to register under the Investment Company Act or our manager were to be required to register under the Investment Advisers Act, it could have a material adverse impact on the results of operations and expenses of the company, and our manager may be forced to liquidate and wind up the company or rescind this offering.
 
There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.
 
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As a Tier 2 issuer under Regulation A, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.
 
Unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, could adversely affect our business.
 
Our business could be subject to unpredictable and uncontrollable events, such as earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or pandemics, such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. The risk, or public perception of the risk, of a pandemic, or media coverage of infectious diseases, could adversely affect the value of the underlying asset and the financial condition of our investors or prospective investors, resulting in reduced demand for this offering and alternative asset classes generally. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect employees of Public, on which our manager relies to manage the logistics of our business. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations if employees of Public who cannot perform their responsibilities from home are not able to report to work or carry out necessary actions related to the logistics of our business. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities . Further, risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could lead to complete or partial cessation of operations of our sourcing partners for the underlying asset.
 
We could be exposed to losses and/or reputational harm as a result of various claims and lawsuits incidental to the ordinary course of our business.
 
We may become involved in various legal proceedings, lawsuits and other claims incidental to the ordinary course of our business. We are required to assess the likelihood of any adverse judgments or outcomes in these matters, as well as potential ranges of probable or reasonably possible losses. A determination of the amount of losses, if any, to be recorded or disclosed as a result of these contingencies will be based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel. The amount of losses recorded or disclosed for such contingencies may change in the future due to new developments in each matter or a change in settlement strategy.
 
Risks Related to the Entertainment Industry
 
If there is a downturn in the entertainment industry or the economy in general, then the value of the underlying asset is likely to decrease.
 
Given the concentrated nature of the underlying asset, any industry downturn is likely to impact the value of the underlying asset, and consequently the value of the interests. Furthermore, as the underlying asset is a collectible item, the value may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in similar assets. In the event of a downturn in the industry, the value of the underlying asset is likely to decrease.
 
The global economy and financial markets and political conditions of various countries can adversely affect the supply of and demand for entertainment, and unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, may cause a disruption in the entertainment industry.
 
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The entertainment industry may be influenced by the overall strength and stability of the global economy and financial markets of various countries, although any correlation may not be immediately evident. In addition, global political conditions and world events may affect our business through their effect on the economies of various countries, as well as on the willingness of potential buyers to purchase means to consume entertainment in the wake of economic uncertainty. Accordingly, weakness in the global economy and financial markets of various countries may cause a downturn in the entertainment industry, which is likely to impact the value of the underlying asset, and consequently the value of the interests.
 
The COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of royalties. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the entertainment industry may take a significant amount of time to recover.
 
The volatility in prices for royalties may result in downward price pressure and adversely affect our objectives.
 
The entertainment royalty market has been subject to volatility in demand in recent periods. Demand for high value royalties depends to a large extent on general, economic, political and social conditions in a given market as well as the tastes of the consumer resulting in changes in the types of royalties that are most sought after. Volatility in demand may lead to volatility in the value of royalties, which may result in further downward price pressure. 
 
The underlying asset is hard to value, and any valuations obtained are not guarantees of realizable price.
 
Revenue from the underlying asset is difficult to value. Valuation of the underlying asset will be based upon the subjective approach taken by the members of our manager’s expert network, valuation experts appointed by the asset seller or other data provided by third parties (e.g., auction results and previous sales history). Our manager sources data from reputable valuation providers in the industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain.
 
The value of the underlying asset can go down as well as up. Valuations are not guarantees of realizable price and do not necessarily represent the price at which our interests may be sold on the Public Platform, and the value of the underlying asset may be materially affected by a number of factors outside of our control, including any volatility in the economic markets and the condition of the underlying asset.
 
Our manager relies on third-party assessments of the market for the types of assets to be acquired, or the value of the specific assets. None of these assessments have been prepared in connection with this offering circular. 
 
Included in this offering circular are references to reports and assessments created by third parties which our manager has relied upon for determining the potential market and current value of particular assets. We have not independently verified the information contained in those reports and assessments, and none were prepared in connection with this offering circular. The references should not be taken as an endorsement of our offering by those third parties.
 
Data protection, security, privacy, and other measures required by government and industry may not be sufficient to prevent security breaches.
Government and industry-specific requirements seek to protect data security and data privacy and often call for companies to notify individuals of data security incidents involving certain types of personal data. Significant security breaches and similar events could erode investor or user confidence and/or bring new and potentially burdensome regulation.
Income generated by entertainment royalty rights may be reduced if the entertainment industry fails to grow or streaming revenue fails to grow at a sufficient rate to offset download and physical sales declines.
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Digital entertainment consumed legally has rapidly grown since the early 2000s, and revenue from downloads and streaming services have surged, with streaming revenue experiencing multi-year growth. There can be no assurances that this growth pattern will persist or that revenue will grow at a rate sufficient to offset declines in physical sales, or that changes in streaming models will not negatively impact income generated from entertainment royalty rights. A decline in the entertainment industry is likely to lead to reduced levels of revenue and operating income generated by the entertainment business. There are also a variety of factors that could cause the prices in the entertainment industry to be reduced, including, among others, changes in consumption during a global pandemic and fear for economic downturns, price competition from various forms of physical and digital formats, the negotiating leverage of retailers and content distributors such as streaming platforms and television networks, the increased costs of doing business with content distributors as a result of complying with operating procedures that are unique to their needs and any associated changes.
Digital piracy may lead to decreased sales in the entertainment industry and affect our ability to receive income from royalty rights.
The combined effect of the decreasing cost of electronic and computer equipment and related technology such as the conversion of various forms of entertainment into digital formats have made it easier for consumers to obtain and create unauthorized copies of content. Piracy will have a negative effect on revenues attributable to the underlying asset. In addition, while consumer demand for the underlying content may increase, so may demand for unauthorized copies of the same underlying content. As the industry shifts further toward a streaming model, piracy may also increase. For example, the practice of “stream-ripping,” where websites or software programs enable end users to obtain an unauthorized copy of content, is a growing practice in parts of the world with high mobile data costs. The impact of digital piracy on legitimate entertainment sales is hard to quantify, but we believe that illegal file-sharing and other forms of unauthorized activity have a substantial negative impact on sales and on the corresponding royalty income. The entertainment industry is working to control this problem in a variety of ways, including by litigation, lobbying governments for new, stronger copyright protection laws and more stringent enforcement of current laws, through graduated response programs achieved through cooperation with internet service providers and legislation being advanced or considered in many countries, through technological measures and by enabling legitimate new media business models. However, we do not know whether such measures will be effective, and if such measures are not effective, our royalty income derived from our royalty rights may decrease.
Organized industrial piracy may lead to decreased sales and affect the ability to receive revenues from the underlying asset.
The global organized commercial piracy trade is a significant threat to content and entertainment industries. Unauthorized copies and piracy have contributed to the decrease in the volume of legitimate sales and may have an adverse impact on our ability to receive revenues from the underlying asset.
Changes in technology may reduce revenues from entertainment royalties.
The entertainment industry is dependent in part on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors because of technological developments. For example, the entertainment industry may be further adversely affected by technological developments that facilitate the piracy of content, such as internet peer-to-peer file-sharing activity, by an inability to enforce intellectual property rights in digital environments and by a failure to develop successful business models applicable to a digital environment. An industry shift to streaming, including the impact of ad-supported streaming services, some of which may be able to avail themselves of “safe harbor” defenses against copyright infringement actions under copyright laws, may also limit the entertainment industry’s ability to receive income from royalty rights. Due to such “safe harbor” defenses, revenue from ad-supported services may not fully reflect increases in consumption of content. In addition, the entertainment industry is currently dependent on a small number of streaming platforms, which allows such services to significantly influence the prices that can be charged in connection with the distribution of content. This trend may continue, which could further increase negotiating leverage and put pressure on prices, ultimately decreasing the income we will receive from royalty rights.
Risks Related to the Underlying Asset
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There is currently no insurance available for entertainment royalties.
There is currently no insurance available for entertainment royalties, and insurance may never be available from traditional providers. Accordingly, until traditional insurance is available for the underlying asset, protection of the applicable rights is solely dependent on our manager, and thus dependent on the expertise and performance of our manager and its team. See “The Underlying Asset—No Insurance.”
Failure to obtain, maintain, protect and/or enforce our rights could substantially harm our business, operating results and financial condition.
The success of our company depends on our ability to obtain, maintain, protect and/or enforce our intellectual property rights and rights to receive payments from the underlying content. The measures that we take to obtain, maintain, protect and/or enforce our rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time-consuming, and, despite such measures, we may not be able to enforce royalty collection on the underlying asset. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect our ability to obtain, maintain, protect and/or enforce the rights relating to the underlying asset. Moreover, with entertainment royalty rights, it is possible that, despite our due diligence efforts, there could be successful challenges by third parties to the ownership of a particular copyright or royalty stream, in which case the value of the underlying asset might be significantly less valuable or have no value. Failure to obtain, maintain, protect and/or enforce our rights could harm adversely affect our business, financial condition and results of operation.
The original seller of the underlying asset does not owe any fiduciary duties to us or our investors, and they have no obligation to enhance the value of the underlying content or disclose information to our investors.
The original seller of the underlying asset has no obligation to enhance the value of the underlying asset. Neither the composer of the underlying content nor others holding intellectual property rights relating to the underlying content owe any fiduciary duties to our company or our investors. Our investors will have no individual recourse directly against the composer or other intellectual property rights owners, either any applicable governing documents or under state or federal securities laws. Our company has contractual recourse, however, against the original intellectual property rights holder (the composer) with respect to payment of any royalties earned by the underlying asset with respect to reproduction of the underlying content.
We are dependent on our operating partners for the collection and disbursement of revenues from the underlying asset.
We are reliant on our operating partners to audit, collect and distribute to our company the revenues earned by the underlying asset with respect to reproduction of the underlying content. If the operating partners are unable to collect all revenues that are or there is a dispute in amounts owed, we may have limited recourse against them. We may have limited ability to change our operating partners if we are not satisfied with their level of service. 
If our operating partners default on their payment obligations under the underlying asset, there can be no assurances that our company will have adequate resources, if any, to satisfy any obligations to us under the underlying asset. It may be necessary, therefore, for our manager to pursue remedies against our operating partners. These operating partners may assert that the assignment of the underlying asset by the asset seller did not create an obligation on their part to pay any revenues to us. Moreover, revenues under the underlying asset may be an obligation of our operating partners to us, not obligations to interest holders. Interest holders will have no recourse directly against any operating partner.
Our operating partners may refuse or fail to make payments to us under the underlying asset.
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Free Cash Flow generated will depend largely on our operating partners making payments of revenue under the underlying asset to our company. An operating partner may dispute amounts to which we believe we are entitled to or may be unwilling or unable to make payments to which we are entitled, including for reasons discussed elsewhere in these risk factors. In either event, our company may become involved in a dispute with our operating partners regarding the payment of such amounts, including possible litigation. Disputes of this nature could harm the relationship between our company and our operating partners and could be costly and time-consuming for us and our manager to pursue. Failure of our operating partners to make payments to us for any reason may adversely affect our business and in particular the value of the underlying asset.
In addition, if an operating partner who may be obligated to make payments to us were to become the subject of a proceeding under the United States Bankruptcy Code or a similar proceeding or arrangement under another state, federal or foreign law, our rights and interests under the underlying asset or otherwise may be prejudiced or impaired, perhaps significantly so. In such circumstances, we may be precluded, stayed or otherwise limited in enforcing some or all of our rights under the underlying asset or otherwise and realizing the economic and other benefits contemplated therein.
Failure of our operating partners to adequately protect and enforce the underlying asset could injure their value.
The size of payments from the underlying asset may depend on our operating partners protecting the underlying asset and/or underlying content from infringement (such as counterfeiting and other unauthorized uses of underlying content) and enforcing their right to payments due upon the use of the underlying content. Although our operating partners may seek to protect the underlying content associated with the underlying asset, it may not be possible to detect all instances of copyright infringement. Additionally, where instances of copyright infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances that give rise to uncertainty as to the validity, scope and enforceability of the underlying asset. We will have no rights under the underlying asset to enforce any rights with respect to the underlying content associated with the underlying asset. Infringement of the underlying asset’s copyright by others could have an adverse effect on the revenues that are received from the underlying asset. If our operating partners were unable to secure, protect, maintain and/or enforce the underlying content, we could lose some or all of the revenues we would have otherwise received from the underlying asset.
It is difficult to estimate the projected future revenues under the underlying asset because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, at the time of the offering, it is difficult to predict an accurate return on investment or rate of return for an investment our company.
Because the length of the underlying content’s popularity is uncertain, we must estimate the popularity of the underlying content in the future. Due to the inherent uncertainty in predicting the future, it is difficult to estimate with any precision the projected future revenues associated with the underlying asset. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the underlying asset, and our competitive position, results of operations, financial condition and cash flows could be materially adversely impacted if we receive less revenue from the underlying asset than estimated.
Cash received from the underlying asset will depend upon the continued popularity of the underlying content, and we do not have any rights to require the creator of the underlying content to take any actions to attract, maintain or otherwise generate revenues.
The payments that the underlying asset may generate are contingent on the continued popularity of the underlying content and are not guaranteed. Neither the creator of the underlying content nor any other related parties have any obligation to take any actions to continue to promote the underlying content. In addition, even if the any such party continues to promote the underlying content, there is no guarantee that such activity will increase the value of the underlying asset or generate revenue. We cannot ensure that the underlying content will continue to be popular.
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Revenues may decrease due to factors outside our control, including operational decisions and other risks faced by our operating partners or entities affiliated with the underlying content. We do not maintain any insurance against such an event, and it is likely that the revenue associated with the underlying asset may decrease.
Our ability to receive revenues from the underlying asset may depend in part on the operational success of our operating partners and/or entities affiliated with the underlying content. Actions taken by our operating partners or such entities may have the result of decreasing the revenues under the underlying asset. Our financial results are indirectly subject to hazards and risks normally associated with the continued success of entertainment royalties. For example, our operating partners may determine to pull certain underlying content from certain distributions for a variety of reasons. If this occurs, revenues under the underlying asset may be adversely affected.
We believe that our ability to receive revenues from the underlying asset depends in part on the reputation of entities affiliated with the underlying content and their ability to be viewed favorably by the public. Such entities in the past received, and we expect that in the future they will continue to receive, media coverage. There can be no assurance that any such entity may not suffer reputational damage in the future, whether as a result of future behavior or otherwise. The popularity of the underlying content is contingent upon a number of factors, including the general public’s view of such entities. Unfavorable publicity regarding such entities could negatively affect the value of the underlying asset. Any negative publicity could damage such entities’ reputations and lead to a decline in popularity, which would decrease the value of the underlying asset.
Copyright or infringement claims related to the underlying asset may materially adversely affect the value of the underlying asset and thus our company.
There is no guarantee that the underlying asset will be free of any claims regarding copyright or infringement, even after considerable due diligence, and such claims may arise after acquisition of the underlying asset. In the event of a copyright or infringement claim against our company, our company may not have recourse against the asset seller or the benefit of insurance, and the value of the underlying asset and thus our company may be diminished. Furthermore, our company and the underlying asset could be adversely affected if the underlying asset was found to have been created without all appropriate consents.
We may be associated with third-party liability and exposed to reputational harm as a result of wrongful actions by certain third parties.
  
The company will assume all of the ownership risks attached to the underlying asset, including third-party liability risks. Therefore, the company may be liable to a third party for any loss or damages incurred by it in connection with the underlying asset. This would be a loss to our company and, therefore, deductible from any income or capital proceeds payable from the underlying asset, in turn adversely affecting the value of the company and the likelihood of any distributions being made by us.
  
Any harm to the brand of the underlying content may adversely impact the value of the underlying asset.
  
The demand for the underlying asset and, therefore, the company may be influenced by the general perception of the underlying content related to underlying asset. In addition, the business practices related to the underlying content may result in the image and value of underlying content being damaged. This in turn may have a negative impact on the value of the underlying asset, consequently, the value of the interests of the company.
  
The value of the underlying asset may depend on a prior owner or association and, therefore, may be out of our control.
  
The value of the underlying asset may be connected with its prior ownership by, or association with, a certain person or group or in connection with certain pop culture events or films. In the event that such person or group loses public affection, then this may adversely impact the value of the underlying asset and, therefore, the company.
  
Title or authenticity claims on the underlying asset may diminish value of the underlying asset.
  
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There is no guarantee that the underlying asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen), or that such claims may arise after acquisition of the underlying asset. In the event of a title or authenticity claim against us, we may not have recourse against the asset seller or the benefit of insurance, and the value of the underlying asset and the company may be diminished.
  
Forced sale of the underlying asset at a lower value than when the underlying asset was first acquired may diminish the value of the company.
  
We may be forced to sell the underlying asset (e.g., upon the bankruptcy of our manager), and such a sale may occur at an inopportune time or at a lower value than when the underlying asset was first acquired or at a lower price than the aggregate of costs to purchase the underlying asset and true-up payment to Otis. In such circumstances, the capital proceeds obtained for the underlying asset and, therefore, the return available to investors may be lower than could have been obtained if the underlying asset continued to be held by us and sold at a later date.
  
If we are unable to liquidate the underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment.
  
Our strategy is to acquire the underlying asset, hold such asset for an indefinite period of time and then sell such asset at a premium over our acquisition price so that investors in our company can make a return on their investment. However, we will pay Otis, out of the proceeds of this offering, a true-up payment to cover expenses incurred in the acquisition of the underlying asset and grant additional equity to Otis for management of the underlying asset and the provision of administrative services. If we are unable to liquidate an asset at a time when we desire to do so or at all, the true-up and dilution may reduce any return that an investor may hope to make.
 
Our company may be subject to litigation or other legal proceedings.
Investment businesses are, in general, comprehensively and intensively regulated under state and federal laws and regulations. Any investigation, litigation, arbitration or other proceeding undertaken by state or federal regulatory agencies or private parties could require spending material amounts for legal and other costs and could have other materially adverse consequences for our company. Furthermore, legal disputes involving any or all of our company, our manager or any of their affiliates may arise from our company’s activities and investments, particularly if one or more of our company’s investments encounter financial or other difficulties during the life of our company. Our company cannot assure investors that it will not be subject to such proceedings, which could have a material adverse impact on our company.
Our Investment Committee does not have any fiduciary or other duties to interest holders.
  
Our manager assembled the Investment Committee, compromised of employees of Public People acting on behalf of Public, to assist our manager with certain matters associated with our business, including monitoring our compliance with the Investment Company Act. The members of the Investment Committee are not and will not be managers or officers of our company and will not have any fiduciary or other duties to the interest holders of the company. As such, our company will not have any recourse if the determinations of the Investment Committee are inaccurate, or expose the company to liability.
  
Risks Related to Potential Conflicts of Interest
 
Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our manager.
 
Our operating agreement provides that our manager, in exercising its rights in its capacity as manager, will be entitled to consider only such interests and factors as it desires, including its own interests; will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors; and will not be subject to any different standards imposed by our operating agreement, the LLC Act or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law.
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We do not have a conflicts of interest policy.
 
Our company, our manager, Public and their affiliates will try to balance our interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than our company, these actions could have a negative impact on our financial performance and, consequently, on distributions to investors and the value of the interests of the company. We have not adopted, and do not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.
 
Conflicts may exist among our manager, our asset manager, Public and their respective employees or affiliates.
 
Our manager, our asset manager and Public will engage with, on behalf of our company, a number of brokers, dealers, asset sellers, insurance companies, storage and maintenance providers and other service providers and thus may receive in-kind discounts, for example, free shipping or servicing. In such circumstances, it is likely that these in-kind discounts may be retained for the benefit of our manager, our asset manager or Public and not our company. Our manager, our asset manager or Public may be incentivized to choose a broker, dealer or asset seller based on the benefits they are to receive rather than the investor’s opinion of which is best for the company.
 
There may be conflicts related to potential future brokerage activity.
 
Our affiliate, Open to the Public Investing, Inc., which we refer to as OTTP, is a broker-dealer registered with the Commission and FINRA as a broker-dealer and may facilitate liquidity in our interests via the Public Platform. OTTP may be entitled to receive fees based on volume of trading and volatility of the interests. Although an increased volume of trading and volatility will benefit investors as it will assist in creating a market for those wishing to transfer their interests, there is the potential that there is a divergence of interests between OTTP and investors; for instance, if the underlying asset does not appreciate in value, this will impact the price of the interests but may not adversely affect the profitability related to the brokerage activities of OTTP (i.e., OTTP would collect brokerage fees whether the price of the underlying asset increases or decreases).
 
There may be conflicting interests among our manager, our asset manager, Public and investors.
 
Our manager will determine whether or not to liquidate underlying asset, should an offer to acquire the underlying asset be received. As OTTP may receive fees on the trading volume in the interests connected with the underlying asset, they may encourage our manager to not realize such underlying asset even though investors may prefer to receive the gains from any appreciation in value of such underlying asset. Furthermore, when determining to liquidate the underlying asset, our manager will do so considering all of the circumstances at the time, which may include obtaining a price for the underlying asset that is in the best interests of a substantial majority but not all of the investors.
 
Our manager is the asset manager for multiple assets and may be incentivized to utilize one or more assets over the underlying asset to help popularize the Public Platform, which means of utilization may not generate as much immediate returns as other potential utilization methods.
 
Our manager has the ability to unilaterally amend the operating agreement. As our manager is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as manager of our company or may amend it in a way that is not beneficial for all investors. In addition, the operating agreement seeks to limit the fiduciary duties that our manager owes to its investors. Therefore, our manager is permitted to act in its own best interests rather than the best interests of the investors. See “Securities Being Offered” for more information.
 
Conflicts may exist between legal counsel, our company, our manager, Public and its affiliates.
 
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Legal counsel may, in the future, render services to us or other related parties with respect to activities relating to our company as well as other unrelated activities. Legal counsel is not representing any prospective investors in connection with this offering and will not be representing interest holders of our company, although the prospective investors may rely on the opinion of legal counsel with respect to the validity of the securities, which is filed as Exhibit 12.1 to the offering statement of which this offering circular forms a part. Prospective investors are advised to consult their own independent counsel with respect to the other legal and tax implications of an investment in our interests.
The original asset seller set the price at which the underlying asset will be sold to the company, and that price may not be based upon arms-length negotiations and may not fully reflect the value of the underlying asset, which often is difficult to determine.
The original asset seller established the price that our company will pay for the underlying asset. Although our company and our manager endeavor to determine the appropriate market price for such asset (and therefore the basis for the value of the company), these prices are often difficult to determine.
Risks Related to the Offering and Ownership of our Interests
 
We have not engaged an escrow agent for this offering and, therefore, do not have an independent third party holding investor funds until they are released to the company.
 
Typically, an escrow agent retains custody of prospective investor funds until certain conditions are met, at which time the funds would be released to our company. We have not engaged an escrow agent for this offering, so no escrow agent or other independent third party holds funds on behalf of investors until released to our company upon a closing.
 
Because investor funds will not be held in escrow prior to closing, subscription funds advanced by prospective investors as part of the subscription process will be commingled with the company’s operating account even if there has not yet been a closing with respect to such investors.
 
Prospective investors will, therefore, not have the use of such funds or receive interest thereon pending closing and may be subject to increased administrative risk, as additional administrative burdens will be placed on individuals acting on behalf of our company who may or may not have the expertise to administer funds seamlessly.
 
There can be no assurance that an active trading market will develop. 
 
An active trading market for our interests may not develop or be sustained. If an active public trading market for our interests does not develop or is not sustained, it may be difficult or impossible for you to resell your interests at any price. Even if an active market does develop, the market price could decline below the amount you paid for your interests.
 
If an active market ever develops for our interests, the market price and trading volume may be volatile.
 
If the market develops for our interests, the market price of our interests could fluctuate significantly for many reasons, including reasons unrelated to our performance, such as reports by industry analysts, investor perceptions or announcements by our competitors regarding their own performance, as well as general economic and industry conditions.
 
There may be state law restrictions on an investor’s ability to sell interests, making it difficult to transfer, sell or otherwise dispose of our interests.
 
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Each state has its own securities laws, often called “blue sky” laws, which limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and govern the reporting requirements for broker-dealers and stockbrokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether the interests being offered under this offering circular will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our interests. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our interests. Investors should consider the resale market for our interests to be limited. Investors may be unable to resell their interests, or they may be unable to resell them without the significant expense of state registration or qualification.
 
The company’s operating agreement includes a requirement for our manager to consent to secondary transfers, and provides that our manager has sole discretion for waiving such conditions.
  
Our interests are subject to restrictions on transferability. Pursuant to the company’s operating agreement, a holder of interests may not transfer, assign or pledge its interests without the consent of our manager. Our manager may refuse a transfer by an interest holder if such transfer would (i) result in there being 2,000 or more beneficial owners or 500 or more beneficial owners that are not accredited investors (provided that our manager may waive such limitations); (ii) adversely affect our company or subject our company, our manager or any of their affiliates to any additional regulatory or governmental requirements or cause our company to be disqualified as a limited liability company; (iii) subject our company, our manager or any of their affiliates to any tax to which they would not otherwise be subject; (iv) require registration of the interests or our company, our manager or any of their affiliates under any securities laws of the United States, any state thereof or any other jurisdiction; (v) cause the underlying asset to be deemed “plan assets” for purposes of ERISA; (vi) result in a change of U.S. federal income tax treatment of our company or result in a termination of our company for U.S. federal income tax purposes; or (vii) violate or be inconsistent with any representation or warranty made by the transferor. Furthermore, as our interests are not registered under the Securities Act, transfers of our interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. As a result, investors may not be able to resell or otherwise alienate their interests in certain circumstances.
 
Investors have very limited voting rights, and our manager may take actions that are not in the best interests of investors.
 
Our manager has a unilateral ability to amend the operating agreement in certain circumstances without the consent of the investors, and investors only have limited voting rights. Investors will therefore be subject to any amendments our manager makes (if any) to the operating agreement and also any decision it makes in respect of our company which the investors do not get a right to vote upon. Investors may not necessarily agree with such amendments or decisions, and such amendments or decisions may not be in the best interests of all of the investors as a whole but only a limited number.
 
Furthermore, our manager can only be removed as manager of our company in a very limited circumstance, following a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with our company. Investors would therefore not be able to remove our manager merely because they did not agree, for example, with how our manager was managing the underlying asset.
 
Upon qualification by the Commission of the offering statement of which this offering circular is a part, we will be subject to ongoing public reporting requirements that are less rigorous than rules for more mature public companies, and our investors receive less information.
 
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Upon qualification by the Commission of the offering statement of which this offering circular is a part, we will be required to report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for public companies reporting under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of our fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of our fiscal year.
 
We also may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to:
 
 
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
 
 
being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
 
 
being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
 
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
 
We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
 
In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and investors could receive less information than they might expect to receive from more mature public companies.
 
Investors in this offering may not be entitled to a jury trial with respect to claims arising under our operating agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the operating agreement. 
 
Investors in this offering will be bound by our operating agreement, which establishes the rights of members and rules for governance of our company. Under Section 14.08 of our operating agreement, investors waive the right to a jury trial of any claim they may have against our company arising out of or relating to the operating agreement, or the action of becoming an interest holder in the company. This includes legal actions that include claims based on federal securities law. By subscribing to this offering, the investor agrees to adhere to the operating agreement, and knowingly and voluntarily waives the investor’s jury trial rights.
 
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If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the operating agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the operating agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.
 
If you bring a claim against our company in connection with matters arising under the operating agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against our company. If a lawsuit is brought against our company under the operating agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.
 
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the operating agreement with a jury trial. No condition, stipulation or provision of the operating agreement serves as a waiver by any member or by our company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.
 
Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the subscription agreement. 
 
To participate in this offering, investors must execute the subscription agreement. Under Section 7 of the subscription agreement, investors waive the right to a jury trial of any claim they may have against our company arising out of or relating to the subscription agreement or any action taken in connection with the negotiation, administration, performance or enforcement of the subscription agreement. This includes legal actions that include claims based on federal securities law. By subscribing to this offering and executing the subscription agreement, the investor knowingly and voluntarily waives the investor’s jury trial rights.
 
If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the subscription agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.
 
If you bring a claim against our company in connection with matters arising under the subscription agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against our company. If a lawsuit is brought against our company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.
 
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Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any member or by our company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.
 
Our operating agreement has a forum selection provision that requires that certain disputes be resolved in the Court of Chancery of the State of Delaware, regardless of convenience or cost to interest holders. 
 
Under Section 14.08 of our operating agreement, interest holders are required to resolve disputes related to the governance of our company in the Court of Chancery located in the State of Delaware. The forum selection provision applies to any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with our operating agreement, or the transactions authorized by the agreement, including that of the admission of interest holders.
 
Our operating agreement further provides that, should the Court of Chancery in the State of Delaware not have jurisdiction over the matter, the suit, action or proceeding may be brought in the appropriate federal or state court located in the State of Delaware. We intend for his forum selection provision to also apply to claims brought under federal securities law. Our company acknowledges that, for claims arising under the Exchange Act, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, requiring such matters to be heard in federal court. In contrast, Section 22 of the Securities Act provides for concurrent jurisdiction between federal and state courts for matters arising under the Securities Act.
 
The forum selection provision in our operating agreement may limit interest holders’ ability to obtain a favorable judicial forum for disputes with us or our manager, employees or agents, which may discourage lawsuits against us and such persons. The requirement that any action be heard in a competent court in the State of Delaware may also create additional expense for any person contemplating an action against our company, or limit the access to information to undertake such an action, further discouraging lawsuits. 
 
It is also possible that, notwithstanding the forum selection clause included in our operating agreement, a court could rule that such a provision is inapplicable or unenforceable. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in, an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
 
Possible changes in federal or local tax laws, or the application of existing federal or local tax laws, may result in significant variability in our results of operations and tax liability for the investor.
 
The Internal Revenue Code of 1986, as amended, or the Code, is subject to change by Congress, and interpretations may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the IRS, through its audit policy, announcements and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment would be limited to prospective effect. Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.
 
Furthermore, investors may reside in various tax jurisdictions throughout the world. To the extent that there are changes to tax laws or tax reporting obligations in any of these jurisdictions, such changes could adversely impact the ability and/or willingness of our clients to purchase interests. Failure to assess or pay the correct amount of tax on a transaction may expose us to claims from tax authorities.
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DILUTION
 
Dilution means a reduction in value, control or earnings of the interests the investor owns. No dilution is anticipated to be suffered by interest holders.
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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS
 
Plan of Distribution
 
We intend to distribute the interests principally through the Public Platform. However, our company may offer directly to certain investors a portion of the interests without the aid of the Public Platform and prior to the offering being available on the Public Platform. Using the Public Platform, investors can review offering materials and sign legal documents electronically. Our manager is not a member firm of FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of our interests. For the avoidance of doubt, OTTP will not be involved in the offer and sale of our interests.
 
Each offering is being conducted under Regulation A under the Securities Act and, therefore, only offered and sold to “qualified purchasers.” For further details on the suitability requirements an investor must meet in order to participate in this offering, see “—Investor Suitability Standards.” As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state law “blue sky” review, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our interests are offered and sold only to “qualified purchasers” or at a time when our interests are listed on a national securities exchange. It is anticipated that sales of securities will only be made in states where the Broker is registered.
 
We are offering, on a best-efforts basis, the interests at a price of $10.00 per interest.
 
At or before the closing of this offering, our manager or its affiliates may purchase interests sold in this offering for the same price as all other investors. There are no limitations on the number of interests that may be purchased by our manager or its affiliates. In addition, the asset sellers may purchase a portion of the interests in this offering. Our manager may sell its interests from time to time after the closing of this offering. Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to the interests.
 
There is no minimum amount of subscriptions required, and the company may close the entire offering at one time or may have multiple closings. Throughout this offering circular, we have assumed multiple closings and refer to the “initial closing” as the first such closing and the “final closing” as the last such closing. Subscriptions may be accepted on a rolling basis, meaning not all investors would receive their interests on the same date. Until there is a closing with respect to a given investor, subscription funds will remain in the brokerage account of the investor, but will be earmarked for the investment in this offering. With respect to any closing, investors will be notified by email message and/or a notification through the Public Platform. Upon a closing, investor subscription funds will be transferred to our company, and investors will receive their interests. The initial closing will occur at such time as determined by our company in its sole discretion, not to be determined by the value of subscriptions, and additional closings, if any, will occur throughout the offering period as determined in the sole discretion of our company. The timing of the initial closing, any subsequent closing(s) and the final closing will be driven by demand for this offering and minimizing fixed costs associated with each closing.
 
A closing is expected to take a minimum of several days, and up to two weeks. For a closing, we will review the subscription documentation from prospective investors, contact prospective investors for additional information if necessary, verify information for the purposes of AML and KYC compliance then provide subscription documentation to the Broker for review. Upon completion of a satisfactory review by the Broker, a closing will occur with respect to all investors not rejected following review. Rejection may occur if the investor does not provide sufficient information to complete the transaction.
 
If any of the interests offered remain unsold as of the final closing, such interests shall be issued to Otis in full satisfaction of its advance, if any, and the true-up as described in this offering circular. The maximum offering period is 12 months from the date of commencement. The underlying asset will be acquired by the company following the final closing of this offering.
 
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The interests will be issued in book-entry form without certificates.
 
Our manager, and not our company, will pay all of the expenses incurred in this offering and receive in exchange the true-up payment out of the proceeds of this offering.
 
Investor Suitability Standards
 
Our interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our company (in connection with this offering under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
 
For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who:
 
 
1.
Has an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence;
 
2.
earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
 
 
 
 
3.
holds in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status; or
 
 
 
 
4.
is a “family client,” as defined by the Investment Advisers Act , of a family office meeting the requirements in Rule 501(a) of Regulation D and whose prospective investment in the issuer is directed by such family office pursuant to Rule 501(a) of Regulation D.
 
If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.
 
Our interests will not be offered or sold to prospective investors subject to ERISA.
 
If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.
 
Our manager and the Broker, in its capacity as broker of record for this offering, will be permitted to make a determination that the subscribers of our interests in this offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov.
 
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An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests. See “Risk Factors.”
 
Minimum and Maximum Investment
 
The minimum subscription by an investor is one (1) interest and the maximum subscription by any investor is for interests representing 20% of the total interests, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. In determining whether to waive or modify such minimum and maximum purchase restrictions, we may consider a variety of factors, including, but not limited to, offering demand following qualification, factors regarding the particular investor, market conditions and business developments.
 
Broker
 
Dalmore Group, LLC is acting as our executing broker in connection with the sale of our interests pursuant to a Broker-Dealer Agreement. Pursuant to the agreement, the Broker’s role in this offering is limited to serving as the broker of record, including reviewing investors (e.g., reviewing third-party “Know Your Customer” and anti-money-laundering checks), processing transactions of potential investors (e.g., reviewing investor subscription agreements to confirm participation in this offering) and coordinating with third-party providers to ensure adequate review and compliance. The Broker will have access to the subscription information provided by investors and will serve as broker of record for this offering. The Broker will not solicit any investors on our behalf, act as underwriter or provide investment advice or investment recommendations to any investor.
 
The Broker is a broker-dealer registered with the Commission and a member of FINRA and SIPC and will be registered in each state where the offering and sale of interests will occur, prior to the launch of this offering. The Broker will receive the Brokerage Fee but will not purchase any interests and, therefore, will not be eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with this offering.
 
We agreed to indemnify the Broker and each of its affiliates and their respective representatives and agents for any loss, liability, judgment, arbitration award, settlement, damage or cost (which we refer to as losses) incurred in any third-party suit, action, claim or demand (which we refer to, collectively, as a proceeding) arising out of our breach of any provision of the Broker-Dealer Agreement, our wrongful acts or omissions or this offering to the extent not based upon a breach of the agreement by the Broker and/or the wrongful acts or omissions of the Broker or the Broker’s failure to comply with any applicable federal, state or local laws, regulators or codes in the performance of its obligations under the agreement. The Broker agreed to indemnify us and each of our affiliates and their and our representatives and agents from any losses arising out of any proceeding arising out of the Broker’s breach of the agreement or the wrongful acts or omissions of the Broker.
No Escrow Agent
 
There is no minimum associated with this offering, and upon acceptance of an investor’s subscription as the time of a closing, funds will be immediately available to the company.
 
Fees and Expenses
 
Our manager will pay all expenses of this offering. Therefore, the gross proceeds from this offering will equal the net proceeds from this offering.
 
Brokerage Fee
 
As compensation for providing to us the services described in the Broker-Dealer Agreement in connection with this offering, the Broker will receive a brokerage fee equal to 1% of the amount raised through this offering (which we refer to as the Brokerage Fee). The Brokerage Fee will be paid directly by our manager and will not be paid out of the proceeds of this offering.
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In addition thereto, our manager will pay the Broker a one-time consulting fee of $10,000 for the provision of ongoing general consulting services related to this offering (such as coordination with third-party vendors and providing general guidance), which is due and payable following the issuance by FINRA of a no-objection letter. Further, in connection with the execution of the Broker-Dealer Agreement, our manager will pay the Broker a one-time advance payment of $5,000 for out-of-pocket expenses anticipated to be incurred by the Broker, such as costs related to preparing the FINRA filing, due diligence expenses, working with counsel to our manager and our company and other services necessary and required prior to the approval of this offering. Lastly, our manager will pay the Broker the FINRA corporate filing fee, which is passed directly from the Broker to FINRA. Our manager will not be reimbursed for payment of any such fees or expenses. Excluding the FINRA corporate filing fee, our manager anticipates paying the Broker $23,897 as part of a fully subscribed offering.
 
Offering Expenses
 
Our manager will be responsible for all expenses associated with this offering, including fees and expenses associated with qualification of this offering under Regulation A and professional and marketing expenses.
 
Additional Information Regarding this Offering Circular
 
We have not authorized anyone to provide you with information other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.
 
Following qualification by the Commission of the offering statement of which this offering circular is a part and prior to termination of the offering, we will file with the Commission an updated offering circular or offering circular supplement that may add, update or change information contained in this offering circular, depending on the facts and circumstances at the time, to provide any material new or changed information to investors. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. Additionally, we will be subject to the informational reporting requirements of the Securities Act that are applicable to companies whose securities are qualified pursuant to Tier 2 of Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the Commission. The offering statement we filed with the Commission includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the Commission and any offering circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the Commission.
 
The offering statement and all supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section on the Public Platform. The contents of the Public Platform (other than the offering statement, this offering circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this offering circular.
 
How to Subscribe
 
Potential investors who are “qualified purchasers” will be required to complete a subscription agreement in order to invest in our company. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of their annual income or net worth (excluding the investor’s principal residence). Subscriptions will only be accepted through the Public Platform, where the offering circular will be made available. Potential investors who are “qualified purchasers” may subscribe to purchase our interests. Any potential investor wishing to acquire our interests must:
 
 
1.
Register as a user of the Public Platform.
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2.
Execute the subscription agreement, which was pre-populated following your completion of certain questions on the Public Platform application, and if the responses remain accurate and correct, electronically sign the completed subscription agreement.
 
 
2.
Alongside signing the subscription agreement, agree to transfer funds previously deposited into your brokerage account on the Public Platform in the amount equal to the purchase price for interests you have applied to subscribe for (as set out on the front page of your subscription agreement) as further described on the Public Platform. Funds will be transferred if your subscription agreement is accepted by our manager and following the closing with respect to your subscription. Until such transfer, the funds will remain in the brokerage account of the investor, but will be earmarked for the investment in this offering.
 
We recommend that you consult with your tax, legal and financial advisors to determine whether an investment in our interests is suitable for you.
 
Thereafter, your subscription will be reviewed by us and the Broker:
 
 
1.
Our manager and the Broker will review the subscription documentation completed and signed by you. You may be asked to provide additional information. Our manager will contact you directly if required.
 
 
2.
We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw this offering at any time prior to closing. If your subscription is rejected in whole or in part, then your subscription payments (being the entire amount if your application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. Our manager accepts subscriptions on a first come, first served basis subject to the right to reject or reduce subscriptions in its sole discretion (such as in the case of the offering being oversubscribed). If all or a part of your subscription is approved, then the number of interests you are entitled to subscribe for will be issued to you upon the closing.
 
By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and operating agreement. Our company, our manager, Public and the Broker will rely on the information you provide in the subscription agreement, including the supplemental information you provide in order for our manager and the Broker to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the interests, please notify our manager immediately using the contact details set out in the subscription agreement.
 
For further information on the subscription process, please contact our manager using the contact details set out in the “Where You Can Find Additional Information” section.
 
If a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts by prospective investors will be returned promptly to them, without interest or deductions. Any costs and expenses associated with a terminated offering will be borne by our manager.
 
Waiver of Right to Trial by Jury
 
The subscription agreement provides that you waive the right to a jury trial for any claim you may have against us arising out of, or relating to, the subscription agreement or any action taken in connection with the negotiation, administration, performance or enforcement of the subscription agreement, which could include claims under federal securities law. By subscribing to this offering and executing the subscription agreement, you knowingly and voluntarily waive your jury trial rights. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. For the avoidance of doubt, by subscribing to this offering and executing the subscription agreement, you are not waiving our company’s compliance with federal securities laws and the rules and regulations promulgated under those laws.
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No Refunds
 
Except in the case of this offering being terminated without a closing, or a prospective investor’s subscription not being accepted or being cut back due to oversubscription or otherwise, there will be no refunds.
 
Selling Restrictions
 
The following sections contain notices to prospective investors in the stated countries and regions. 
 
Canada
 
The offering of interests in Canada is being made on a private placement basis in reliance on exemptions from the prospectus requirements under the securities laws of each applicable Canadian province and territory where the interests may be offered and sold, and therein may only be made with investors that are purchasing as principal and that qualify as both an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions and as a “permitted client” as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligation. Any offer and sale of the interests in any province or territory of Canada may only be made through a dealer that is properly registered under the securities legislation of the applicable province or territory wherein the interests are offered and/or sold or, alternatively, by a dealer that qualifies under and is relying upon an exemption from the registration requirements therein.
 
Any resale of the interests by an investor resident in Canada must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the interests outside of Canada.
 
Upon receipt of this offering circular, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
  
European Economic Area
 
This offering circular has been prepared on the basis that offers of the interests in any member state of the European Economic Area, or an EEA Member State, will be made pursuant to an exemption under Article 1(4) of Regulation (EU) 2017/1129, or the Prospectus Regulation. Accordingly, any person making or intending to make an offer in an EEA Member State of the interests may only do so in circumstances in which no obligation arises for our company or our manager to publish a prospectus pursuant to Article 3(1) of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such offer. Neither we nor our manager has authorized the making of any offer of the interests in circumstances in which an obligation arises for the publication of a prospectus or a supplement for such offer has authorized the making of any offer of the interests in circumstances in which an obligation arises for the publication of a prospectus or a supplement for such offer in circumstances in which an obligation arises for the publication of a prospectus or a supplement for such offer.
 
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In relation to each EEA Member State, no interests have been or will be offered pursuant to this offering circular to the public in that EEA Member State, except that offers of the interests to the public may be made in that EEA Member State: (a) to any legal entity that is a qualified investor as defined in Article 2(e) of the Prospectus Regulation, or a Qualified Investor; (b) to fewer than 150 natural or legal persons (other than Qualified Investors) in that EEA Member State, subject to obtaining the prior consent of our manager; or (c) in any circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of interests shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation or require a prospectus to be supplemented pursuant to Article 23 of the Prospectus Regulation.
 
For purposes of the foregoing restrictions: (a) the expression an “offer to the public” in relation to the interests in any EEA Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the interests so as to enable an investor to decide to purchase or subscribe for the interests, and (b) the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
 
United Kingdom
 
This offering circular is for distribution only to, and is directed only at, persons who (a) are outside the United Kingdom; (b) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order; (c) are persons falling within Article 43(2) of the Order; (d) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA) in connection with the issue or sale of any interests may otherwise lawfully be communicated or caused to be communicated (we refer to all such persons in (a), (b), (c) and (d) together as relevant persons). This offering circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering circular relates is available only to relevant persons and will be engaged in only with relevant persons.
 
Our manager has represented, warranted and agreed that: (a) it has only communicated, or caused to be communicated, and will only communicate, or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the interests in circumstances in which Section 21(1) of the FSMA does not apply to our company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the interests in, from or otherwise involving the United Kingdom.
 
Switzerland
 
The interests may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This offering circular has been prepared without regard to the disclosure standards for issuance prospectuses under Article 652a or Article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under Article 27 ff. of the SIX Listing Rules, or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this offering circular nor any other offering or marketing material relating to the interests or this offering may be publicly distributed or otherwise made publicly available in Switzerland.
 
Neither this offering circular nor any other offering or marketing material relating to this offering, our company, our manager, Public or the interests have been or will be filed with or approved by any Swiss regulatory authority. In particular, this offering circular will not be filed with, and the offer of interests will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of interests has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of interests.
 
Dubai International Financial Centre
 
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This offering circular relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This offering circular is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with exempt offers. The DFSA has neither approved this offering circular nor taken steps to verify the information set forth herein and has no responsibility for the offering circular. The interests to which this offering circular relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the interests offered should conduct their own due diligence on the interests. If you do not understand the contents of this offering circular, you should consult an authorized financial advisor.
 
Australia
 
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to this offering. This offering circular does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
 
Any offer in Australia of the interests may only be made to persons who are “sophisticated investors” (within the meaning of Section 708(8) of the Corporations Act), “professional investors” (within the meaning of Section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in Section 708 of the Corporations Act, which persons we refer to as exempt investors, so that it is lawful to offer the interests without disclosure to investors under Chapter 6D of the Corporations Act.
 
The interests applied for by exempt investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under Section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring interests must observe such Australian on-sale restrictions.
  
This offering circular contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this offering circular is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
 
China
 
This offering circular does not constitute a public offer of the interests, whether by sale or subscription, in the People’s Republic of China, or the PRC. The interests are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.
 
Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the interests or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.
 
Hong Kong
 
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The interests have not been offered or sold, and will not be offered or sold, in Hong Kong by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the interests has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to interests which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that ordinance.
 
Singapore
 
This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of interests may not be circulated or distributed, nor may the interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA; (b) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA; or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
 
Where the interests are subscribed for or purchased under Section 275 of the SFA by a relevant person which is (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire series of interests of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the interests pursuant to an offer made under Section 275 of the SFA except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
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USE OF PROCEEDS TO ISSUER
 
We expect to receive gross proceeds from this offering of up to $889,700. Otis will pay all expenses of this offering, including fees and expenses associated with qualification of this offering under Regulation A and all fees and expenses of the Broker. Therefore, the gross proceeds from this offering will equal the net proceeds from this offering. We intend to use a portion of the proceeds from the initial closing of this offering to acquire the underlying asset, and if and to the extent such proceeds are less than the purchase price, pursuant to an intercompany agreement, the form of which is filed as Exhibit 6.3 to the offering statement of which this offering circular forms an integral part, Otis will advance the company any additional funds required to consummate the acquisition. The remaining net proceeds of this offering, together with any unsold interests, if any, will be contributed to Otis to repay the advance, if any, and pay Otis the true-up. Accordingly, in any circumstance in which an initial closing occurs, at the time of the final closing, 88,970 interests will be issued and outstanding, the purchase price of the underlying asset and the true-up will be fully paid, the company will own the underlying asset and the company will have no indebtedness. No proceeds from the offering will be used to compensate or otherwise make payments to our officers or directors, except as provided by the true-up.
 
The allocation of the net proceeds of the offering set forth below represents our intentions based upon our current plans and assumptions regarding industry and general economic condition. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions and business developments.
 
Our manager reserves the right to modify the use of proceeds in the best interests of our company.
 
 
Percentage of Offering Sold
  Uses     Dollar Amount(1)   Percentage of Gross Cash Proceeds
100% ($868,000)(1)
 
Purchase of the underlying asset
  $ 868,000   98%
   
True-up
  $ 21,700   2%
   
Total Proceeds
  $ 889,700   100%
 
(1)
If and to the extent offering proceeds are less than the purchase price for the underlying asset plus the true-up, any unsold interests will be contributed to Otis to repay the advance, if any, and pay Otis the true-up.
  
See “The Underlying Asset” for a description of the underlying asset to be acquired with proceeds from the offering.
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THE UNDERLYING ASSET
 
The discussions contained in this offering circular relating to the underlying asset, the underlying content and its related industry are taken from third-party sources that we believe to be reliable, and we believe that the information from such sources contained herein is reasonable, and that the factual information is fair and accurate.
 
The Underlying Asset
Summary Overview
Our company will purchase from OWI 25% of the right, title and interest of composer Harry Gregson-Williams, along with a security interest, in the songwriter’s life of rights share of all public performance royalties attributable to the related works.
Summary: The underlying asset is a 25% interest in the related works that earns income from public performance of the award-winning Shrek media franchise, including films, TV specials and other related content. The catalog generates royalties when the underlying content airs on TV and is streamed online and when the related works play in the corresponding soundtracks, on Shrek-themed theme park rides or are used in other TV, film or commercial programming. The underlying asset is principally the right to receive payments from any source generated with respect to the related works for the life of the rights associated with the related works. The underlying asset includes a security interest in the songwriter’s share of all public performance royalties attributable to the related works, as well as a 25% interest in all existing and potential causes of action, including, but not limited to, actions for infringement, underpayment or non-payment of royalties. The underlying asset does not include ownership or control of the copyright interest in the related works. We do not believe any of the foregoing positively or negatively impacts the value of the underlying asset or the ability to receive royalty revenues. The foregoing rights will be established for our company pursuant to an assignment of interest, the form of which is filed as Exhibit 6.2 to the offering statement of which this offering circular forms an integral part, to be entered into between our company and OWI, as asset seller.
Shrek Franchise Cultural Significance: Shrek is a media franchise created by DreamWorks Animation, loosely based on William Steig’s 1990 picture book of the same name. The franchise features four computer-animated films: Shrek (2001), Shrek 2 (2004), Shrek the Third (2007) and Shrek Forever After (2010). A short 4-D film, Shrek 4-D, which originally debuted for a theme park ride, was released in 2003. The franchise also includes two television specials, the Christmas television special Shrek the Halls (2007) and the Halloween television special Scared Shrekless (2010). In May 2010, The New York Times described the principal Shrek characters as “brilliantly realized” and said, “nearly a decade after the first Shrek film they remain as vital and engaging fusions of image, personality and voice as any characters in the history of animation.” The series was a financial success, becoming the 17th highest-grossing film franchise of all time and the second highest-grossing animated franchise. A fifth Shrek feature film, to potentially to be called Shrek 5, is anticipated.
Past Financial Highlights: As of July 2022, the underlying asset (i.e., the 25% interest in the catalog of related works) had generated $77,986 in royalty revenues in the preceding twelve months and an average of $60,313 per year in revenues in the preceding three years.
Operating Partners: The underlying asset relies on the following operating partners with respect to the aggregation, audit, enforcement and payment of royalty revenues earned from the underlying asset: BMI, Royalty Exchange and, to a lesser extent, Gregson-Williams.
Comparable Sale: A different 25% of the right, title and interest of composer Gregson-Williams’ interest, along with a security interest, in the songwriter’s share of all public performance royalties attributable to the related works sold for $888,889 on Royalty Exchange in August 2022.
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The Shrek Franchise
Shrek is a media franchise created by DreamWorks Animation, loosely based on William Steig’s 1990 picture book of the same name. The franchise features four computer-animated films: Shrek (2001), Shrek 2 (2004), Shrek the Third (2007) and Shrek Forever After (2010). A short 4-D film, Shrek 4-D, which originally debuted for a theme park ride, was released in 2003. The franchise also includes two television specials, the Christmas television special Shrek the Halls (2007) and the Halloween television special Scared Shrekless (2010).
The series primarily focuses on Shrek, a bad-tempered but good-hearted ogre, who begrudgingly accepts a quest to rescue a princess, resulting in him finding friends and going on many subsequent adventures in a fairy tale world.
In May 2010, The New York Times described the principal Shrek characters as “brilliantly realized” and said, “nearly a decade after the first Shrek film they remain as vital and engaging fusions of image, personality and voice as any characters in the history of animation.” The series was a financial success, becoming the 17th highest-grossing film franchise of all time and the second highest-grossing animated franchise. Shrek grossed approximately $268 million in box-office sales, Shrek 2 approximately $441 million, Shrek the Third approximately $323 million and Shrek Forever After approximately $239 million. Shrek won an Academy Award for animated features, and was nominated for an award for adapted screenplay. Shrek 2 was nominated for Academy Awards for animated feature and original song but did not win.
A fifth Shrek feature film, to potentially to be called Shrek 5, is anticipated. On November 6, 2018, it was reported by Variety that Chris Meledandri had been tasked to be the executive producer of the fifth feature film.
The Catalog
Rights
The underlying asset is a 25% interest in the catalog of related works that earns income from public performance of the underlying content. The catalog generates royalties when the underlying content airs on TV and is streamed online and when the related works play in the corresponding soundtracks, on Shrek-themed theme park rides or are used in other TV, film or commercial programming. As an example of the latter, a scene from Shrek is featured in the 2007 Will Smith movie, I Am Legend. Consequently, the underlying asset earns a public performance royalty when I am Legend airs on TV or is streamed.
The underlying asset is principally the right to receive payments from any source generated with respect to the related works for the life of the rights associated with the related works. The underlying asset includes a security interest in the songwriter’s share of all public performance royalties attributable to the related works, as well as a 25% interest in any and all existing and potential causes of action, including, but not limited to, actions for infringement, underpayment or non-payment of royalties.
The underlying asset does not include ownership or control of the copyright interest in the related works. We do not believe any of the foregoing positively or negatively impacts the value of the underlying asset or the ability to receive royalty revenues.
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The foregoing rights will be established for our company pursuant to an assignment of interest, the form of which is filed as Exhibit 6.2 to the offering statement of which this offering circular forms an integral part, to be entered into between our company and OWI, as asset seller. The agreement includes an assignment of the foregoing rights to the royalties under (a) the purchase agreement, dated August 16, 2022, between the private collector and OWI and (b) the purchase agreement, dated July 19, 2021, between the private collector and Gregson-Williams, each attached as exhibits thereto. Pursuant to the agreement and the predecessor agreements attached thereto, OWI, the private collector and Gregson-Williams each agree not to enter into any agreement with respect to the underlying content or the underlying asset that would conflict with the terms of the agreement, to not settle any claim or waive any right concerning the underlying content or the underlying asset. The agreement will grant our company the right to receive all royalty payments to be paid after the effective date of the agreement, regardless of when earned or when the performances of the underlying content occurred. OWI, the private collector and Gregson-Williams further agree to execute such documents as necessary to fulfill the foregoing rights, and our company will be granted a power of attorney in the name of each such party if any such party fails to execute any document as required. Our company will be indemnified by OWI, the private collector and Gregson-Williams against all losses and liabilities, including reasonable attorneys’ fees, related to any inaccurate statement of fact made by any such seller or any alleged breach or failure of any such seller to perform the obligations under the agreement.
Past Financial Performance
As of July 2022, the underlying asset had generated $77,986 in royalty revenues in the preceding twelve months and an average of $60,313 per year in revenues in the preceding three years. As of July 2022, Royalty Exchange reported a dollar age of 19.96 years for the underlying asset. As of July 2022, the preceding twelve months’ earnings are broken down as follows:
37% ($29,149): international sources;
34% ($26,169): TV and film;
22% ($16,920): streaming video;
6% ($4,689): other sources; and
1% ($1,059): streaming.
As of July 2022, recent earnings are further broken down between domestic and international as follows:1
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(1)
The source is Royalty Exchange. It should be noted that BMI’s Q2 2020 distribution includes non-recurring settlement payments from the Radio Music Licensing Committee (“RMLC”). The settlement represents a rate increase for radio performances in the years 2017-2019.
 
Past performance is no guarantee of future results. Future royalty revenues may exceed or fall below past performance.
Operating Partners
BMI is one of four United States performing rights organizations, along with ASCAP, SESAC and Global Music Rights. BMI collects license fees on behalf of songwriters, composers and music publishers and distributes them as royalties to those members whose works have been performed. BMI serves as the primary royalty distributor for the complete right, title and interest of Gregson-Williams in the songwriter’s share of all public performance royalties attributable to the related works. BMI is responsible for aggregating, auditing, enforcing and paying royalty revenues to Royalty Exchange, as secondary royalty distributor (described below). Neither our company nor our manager will have a direct contractual relationship with BMI.
Royalty Exchange is a platform that serves as intermediary to facilitate the sale of royalty interests and as secondary royalty distributor in the case of fractional interests, such as is the case with the underlying asset. Our company will enter into a royalty accounting agreement, the form of which is filed as Exhibit 6.3 to the offering statement of which this offering circular forms an integral part, with Royalty Exchange, pursuant to which Royalty Exchange will be engaged to collect royalty payments from BMI as distributor, account for our company’s interest (25% of composer Gregson-Williams’ interest) and distribute payment to our company accordingly. Our company will agree to pay Royalty Exchange a fee of 5% of each royalty payment as compensation for these services. Royalty Exchange will provide, no later than 30 days after receiving a royalty payment from BMI, an accounting statement and the royalty payments due for the applicable accounting period. Our company agrees to object to any payments, statements or other accounts within 30 days of receipt and may, upon 60 days’ notice, inspect Royalty Exchange’s records with respect to the objection. The agreement may be terminated with the consent of Royalty Exchange, if our company determines that BMI or another entity can satisfactorily account for royalty payments or if our company is dissolved. Our company indemnifies Royalty Exchange against all losses and liabilities, including reasonable attorneys’ fees, arising from actions brought by third parties, related to our company’s statements of facts. Royalty Exchange is not responsible for any errors or omissions made by BMI with regard to the royalty payments.
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To the extent of the rights assigned pursuant to the assignment of interest (most notably with respect to receipt of royalty payments and an interest in existing and potential causes of action), our company also relies on the original seller, Gregson-Williams.
Ownership and Pricing History
The underlying asset was purchased by OWI for $868,000 from a private collector, through Royalty Exchange. The private collector purchased from Harry Gregson-Williams for an unknown price all of the right, title and interest of the composer’s interest, along with a security interest, in the songwriter’s share of all public performance royalties attributable to the related works.
No Insurance
There is currently no insurance available for entertainment royalties. As set forth in the asset management and administrative services agreement to be entered into between our manager, the company and the managing member (which we refer to as the asset management agreement), our manager agrees to take any reasonable action necessary to enforce, and cover any cost associated with enforcing, the contractual rights held in connection with the underlying asset.
Amortization
We treat the underlying asset as an intangible asset and will amortize the underlying asset. Because it is difficult to estimate the projected future revenues under the underlying asset, our company will amortize the underlying asset over a 15-year period using the straight-line method pursuant to Section 167 of the Code. Accordingly, the underlying asset will be amortized at an annual rate equal to one fifteenth (1/15) of the original cost basis for a period of 15 years.
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DESCRIPTION OF BUSINESS
 
Overview
 
Our manager believes that alternative assets have been a cornerstone of wealth accumulation. However, barriers are high and quality access has been limited to a tiny fraction of the global economy. We believe that those who do have access to top quality alternative investments are faced with a lack of transparency, operational overhead and high minimums and fees from established gatekeepers. The costs for investing in this asset class are high and transaction volumes are low with few options for liquidity, resulting in longer holding periods. As a result, the opportunity to build wealth remains inaccessible.
 
This offering is part of the proposed solution to this problem. Public is creating platform to invest in NFTs, art, collectibles and more, through one or more affiliated issuers, alongside traditional equities and crypto. The goal is to unlock every type of alternative asset and give investors true uncorrelated, diversification in a modern portfolio.
 
Market Opportunity
 
We believe the overall macroeconomic environment remains favorable for high performing alternative asset classes, including entertainment royalties. Interest rates are expected to remain moderate (albeit rising) across most developed economies, and returns in traditional asset classes such as stocks and investment-grade bonds may remain volatile. In addition to the increased transparency generally across alternative asset classes, we believe that these factors will support the trend for investors to seek returns in alternative assets, which will continue to make these a more permanent component of investment strategies broadly. 
 
Valued at $717 billion, the U.S. media and entertainment industry represents a third of the global industry. The industry includes motion pictures, television programs, commercials, streaming content, music and audio recordings, broadcast, radio, book publishing, video games and ancillary services and products. The industry is expected to reach more than $825 billion by 2023, according to the 2018-2023 Entertainment & Media Outlook by PriceWaterhouseCoopers.
According to the September 2021 The Price of Rights report by the Variety Intelligence Platform, institutional investors and asset managers have begun taking an active stake in entertainment assets over the last few years as the new streaming structure affords them an opportunity to earn long-term, stable returns. Further, “the yields from royalty-based assets also look attractive to investors relative to other types of fixed-income assets, such as US treasury bonds and corporate debt offerings.” Song catalogs were trading at 9-10x trailing twelve-month revenue about a decade ago, but by 2018 it was up to 13.5x, and 17.5x in 2020, largely based on the way technology and streaming has restructured the consumption of entertainment.
Our Business
 
We were formed to facilitate investment in the underlying asset.
 
Public Platform & Our Manager
 
The Public Platform aims to provide:
 
 
investors with access to alternative assets for investment, portfolio diversification and secondary market liquidity for their interests (although there can be no guarantee that a secondary market will ever develop or that appropriate registrations to permit such secondary trading will ever be obtained);
 
 
asset sellers with greater market transparency and insights, lower transaction costs, increased liquidity, a seamless and convenient sale process, portfolio diversification and the ability to retain minority equity positions in assets via the retention of equity interests in offerings conducted through the Public Platform; and
 
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all Public Platform users with a premium, highly curated, engaging experience.
 
The objective is for the Public Platform to become the leading marketplace for investing in alternative assets, to provide investors with financial returns commensurate with returns in the alternative asset industry and to manage the collection in a manner that provides exemplary care to the assets and offers potential returns for investors.
 
To provide investors with access to secondary market liquidity for their interests, Public intends to launch an interface on the Public Platform that enables investors to buy and sell their holdings via the Public Private Execution Network Alternative Trading System, or PPEX ATS, an electronic alternative trading system registered with the Commission and FINRA on Form ATS (which we refer to as an ATS) operated by North Capital Private Securities Corporation, or North Capital. Our company will engage North Capital to receive orders to buy and sell from interest holders and will engage a broker-dealer to execute trades through the PPEX ATS. There can be no guarantee that a secondary market will ever develop.
As identified above, pursuant to the company’s operating agreement, secondary transfers are subject to certain restrictions and the discretion of our manager to waive those restrictions. As a result, investors may not be able to resell or otherwise alienate their interests in certain circumstances. See “Securities Being Offered—Secondary Trading” for additional information regarding secondary trading.
Our manager anticipates that its core competency will be the identification, acquisition, marketing and management of investment-grade alternative assets for the benefit of the investors.
 
The operating agreement designates our manager as the managing member of our company. Our manager will generally not be entitled to vote on matters submitted to the holders of our interests. Our manager will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as manager.
 
The operating agreement further provides that our manager, in exercising its rights in its capacity as the managing member, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company or any of the interest holders and will not be subject to any different standards imposed by the operating agreement, the LLC Act or under any other law, rule or regulation or in equity. In addition, the operating agreement provides that our manager will not have any duty (including any fiduciary duty) to our company or any of the interest holders.
 
In the event our manager resigns as managing member of our company, the holders of a majority of all interests of our company may elect a successor managing member. Holders of interests have the right to remove our manager as manager of our company, by a vote of two-thirds of the holders of all interests (excluding our manager), in the event our manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with our company. If so convicted, our manager shall call a meeting of all of the holders of interests within 30 calendar days of such non-appealable judgment at which the holders may vote to remove our manager as manager of our company. If our manager fails to call such a meeting, any interest holder will have the authority to call such a meeting. In the event of its removal, our manager shall be entitled to receive all amounts that have accrued and are due and payable to it. If the holders vote to terminate and dissolve our company, the liquidation provisions of the operating agreement shall apply (as described in “Securities Being Offered—Liquidation Rights”). In the event our manager is removed as manager of our company, it shall immediately cease to be manager of the company. 
 
See “Directors, Executive Officers and Significant Employees” for additional information regarding our manager.
 
Investment Committee
 
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Our manager assembled the Investment Committee, compromised of employees of Public People acting on behalf of Public, to assist our manager in evaluating the underlying asset prior to the purchase (including reviewing due diligence materials), managing the underlying asset and to advise our manager and certain other matters associated with our business. The members of the Investment Committee are not and will not be managers or officers of our company and will not have any fiduciary or other duties to the interest holders of the company.  
 
Description of Asset Management & Administrative Services Agreement; Fees; Expenses
 
Our manager, on behalf of the company, will appoint Otis to serve as asset manager to manage the underlying asset and provide certain administrative services to the company pursuant to the asset management agreement. Except as set forth below and any guidance as may be established from time to time by our manager or the Investment Committee, our asset manager will have sole authority and complete discretion over the underlying asset and to take any action that it deems necessary or desirable in connection therewith. Our asset manager will be authorized to, among other things, take such actions necessary for:
 
 
the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of our company indebtedness that is convertible into interests, and the incurring of any other obligations;
 
 
the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the Commission), and the making of any tax elections;
 
 
the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of our company (including, for the avoidance of doubt, the underlying asset) or the merger or other combination of our company with or into, or acquisition by, another person;
 
 
the use of the assets of our company (including cash on hand) for any purpose consistent with the terms of the operating agreement, including the financing of the conduct of the operations of our company and the repayment of obligations of our company;
 
 
the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of our company under contractual arrangements to all or particular assets of our company);
 
 
the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such persons;
 
 
the solicitation of proxies from holders of interests issued on or after the date of the operating agreement that entitles the holders thereof to vote on any matter submitted for consent or approval under the operating agreement;
 
 
the creation and implementation of applicable policies for the underlying asset and compliance with such policies, including, if applicable, the engagement of third-party independent contractors;
 
 
the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;
 
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the placement of any Free Cash Flow funds in deposit accounts in the name of our company or of a custodian for the account of our company, or to invest those Free Cash Flow funds in any other investments for the account of our company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of our company or making distributions or other payments (as the case may be);
 
 
the control of any matters affecting the rights and obligations of our company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes;
 
 
the indemnification of any person against liabilities and contingencies to the maximum extent permitted by law;
 
 
the entering into of listing agreements with any national securities exchange, an electronic alternative trading system registered with the Commission and FINRA on Form ATS (which we refer to as an ATS) or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market;
 
 
the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by our company under the Securities Act and any other applicable securities laws (including any resale of interests or other securities);
 
 
the selection of an auditor for our company;
 
 
the selection of any transfer agent or depositor for any securities of our company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions; and
 
 
take any reasonable action necessary to enforce the contractual rights held in connection with the underlying asset.
 
Additionally:
 
 
manage and perform the various administrative functions necessary for our day-to-day operations;
 
 
provide financial and operational planning services;
 
 
maintain all appropriate books and records for our company;
 
 
oversee tax, compliance and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters, including paying routine taxes;
 
 
supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations;
 
 
provide all necessary cash management services;
 
 
manage and coordinate with the transfer agent, as needed; and
 
 
generally, perform any other act necessary to carry out its obligations under the asset management agreement. 
 
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The asset management agreement will terminate on the earlier of: (i) one year after the date on which the underlying asset has liquidated and the obligations connected to the underlying asset (including contingent obligations) have been terminated, (ii) the removal of our manager as managing member, (iii) upon notice by one party to the other party of a party’s material breach of the asset management agreement or (iv) such other date as agreed between the parties to the asset management agreement.
 
The company will indemnify our asset manager and its affiliates, and any of their respective directors, members, stockholders, partners, officers, employees or controlling persons, against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which such person may become subject in connection with any matter arising out of or in connection with the asset management agreement, except to the extent that any such losses result solely from the acts or omissions of such person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such person’s fraud, willful misconduct or gross negligence.
 
Pursuant to the asset management agreement, all fees, costs and expenses of, or incurred in connection with the operation of, our company will be borne by our asset manager, which, as of the date of this offering circular, is our manager, Otis; provided, however, that the asset manager shall not be responsible for (i) any income taxes imposed on our company and (ii) any indemnification payments to be made pursuant to the operating agreement.
 
In exchange for providing the above services and agreeing to bear the above fees, costs and expenses, the asset manager, Otis, will receive 5% of any Free Cash Flow distributed. The below list summarizes the anticipated expenses to be borne by the asset manager:
 
 
any and all fees, costs and expenses incurred in connection with the holding and management of the underlying asset, including security, valuation, marketing and utilization of the underlying asset;
 
 
any fees, costs and expenses incurred in connection with preparing any reports and accounts, including any blue-sky filings required to be made available to investors in certain states and any annual audit of the accounts of the company (if applicable) and any reports to be filed with the Commission;
 
 
any fees, costs and/or expenses incurred as a result of investor earnings, investments or withdrawals;
 
 
any governmental fees imposed on the capital of our company or incurred in connection with compliance with applicable regulatory requirements;
 
 
any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against our company or our asset manager in connection with the affairs of our company;
 
 
any fees, costs and expenses of a third-party registrar and transfer agent appointed by our managing member;
 
 
the cost of the audit of the annual financial statements of our company and the preparation of tax returns and circulation of reports to interest holders;
 
 
the fees and expenses of counsel to our company in connection with advice directly relating to its legal affairs;
 
 
the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of our company;
 
 
the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of our company; and
 
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cover any cost associated with enforcing the contractual rights held in connection with the underlying asset.
 
Indemnification of our Manager 
 
The operating agreement provides that neither our manager, Public nor any of their current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors, nor members of the Investment Committee, nor persons acting at the request of our company in certain capacities with respect to other entities, will be liable to our company or any interest holders for any act or omission taken by them in connection with the business of our company that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. 
 
The company will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving our company and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.
 
Asset Liquidity
 
We intend to hold the underlying asset for an indefinite period of time. Liquidity for investors would be obtained by transferring their interests. However, should an offer to liquidate the underlying asset or a portion thereof materializes and be in the best interest of the investors, as determined by our asset manager in its sole discretion, our asset manager will consider the merits of such offer on a case-by-case basis and potentially sell the underlying asset or the applicable portion. Our manager may, but is not required to, solicit input from investors through a non-binding vote. In determining whether an offer to liquidate the underlying asset is in the best interest of investors, our asset manager will consider, among other things, the result of a non-binding vote by investors (if applicable), the length of the time the underlying asset or a portion thereof has been held, whether future airdrops are expected that could result in revenue to our company, market conditions at the time of the offer, confidence in the future market of the underlying asset and the strength of the offer in relation to the current market. If our manager determines that, based on the foregoing factors, a sale of the underlying asset or a portion thereof is in the best interests of investors, our manager will proceed with such sale.
 
Furthermore, should an asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, our asset manager may choose to sell the underlying asset. As a result of a sale under any circumstances, our asset manager would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered by insurance) to the interest holders.
 
Employees
 
Our company does not have any employees. All of our day-to-day operations are administered by Public employees on behalf of our manager.
 
Government Regulation
 
Regulation of collectibles varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which we operate, we may be required to obtain licenses and permits to conduct business, including dealer and sales licenses, and will be subject to local laws and regulations, including, but not limited to, import and export regulations, laws and regulations involving sales, use, value-added and other indirect taxes.
 
Claims arising out of actual or alleged violations of law could be asserted against us by individuals or governmental authorities and could expose us to significant damages or other penalties.
 
Legal Proceedings
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None of our company, our manager, our asset manager or any director or executive officer of our manager is presently subject to any material legal proceedings.
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DESCRIPTION OF PROPERTY
 
Our company has no physical property. Our manager, asset manager and Public are located at 6 Harrison Street, 5th Floor, New York, NY 10013. 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Overview
 
We were recently formed as a Delaware limited liability company by Otis to facilitate investment in the underlying asset. We have not conducted any operations prior to the date of this offering circular and will not conduct any business activities except for activities relating to the ownership and eventual sale of the underlying asset. We have not yet commenced operations and have no assets or liabilities at this time. Accordingly, we have not presented financial statements in this offering circular, though we have described below certain critical accounting policies that we intend to adopt following our acquisition of the underlying asset. We plan to engage an independent auditor to audit our financial statements after the qualification of this offering by the SEC, this offering closes and operations commence. Following this offering, we will include audited financial statements in our annual reports with the Commission on Form 1-K containing our financial statements for such fiscal year, presented in accordance with U.S. generally accepted accounting principles, or GAAP, including a balance sheet, statements of operation, statement of changes in members’ equity and statement of cash flows, with such statements having been audited by an independent auditor selected by our manager.
 
Emerging Growth Company
 
We may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to:
 
 
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
 
 
being permitted to comply with reduced disclosure obligations regarding executive compensation in our period reports and proxy statements; and
 
 
being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
 
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
 
We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
Critical Accounting Policies and Estimates
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The preparation of financial statements in conformity with GAAP requires our manager to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
The Underlying Asset

Our company accounts for the underlying asset as an indefinite-lived intangible asset initially recorded at cost.

Upon acquisition, the underlying asset will be recorded at the original cost basis, which is the purchase price paid for the underlying asset.

The underlying asset will be purchased by our company using a portion of the proceeds from this offering. If and to the extent such proceeds are less than the purchase price of the underlying asset, Otis will advance to our company any additional funds required to consummate the acquisition. The remaining net proceeds of this offering, together with any unsold interests, if any, will be used to repay the Otis advance, if any, and pay Otis the true-up.

The underlying asset is subject to impairment losses if its fair value decreases below the carrying value. We perform a quarterly review to identify whether events or changes in circumstances, principally decreases in the quoted prices in the principal market for similar assets, indicate that it is more likely than not that the underlying asset is impaired. In determining if an impairment has occurred, we consider the lowest price quoted in the principal market since the previous quarterly review. If the carrying value of the underlying asset exceeds that lowest price, an impairment loss has occurred in an amount equal to the difference between the carrying value and that lowest price. Gains or losses are not recorded until realized upon sale.

 
Revenue Recognition
Our company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments, effective upon formation.
We determine revenue recognition through the following steps:
 
identification of a contract with a customer;
 
 
identification of the performance obligations in the contract;
 
 
determination of the transaction price;
 
 
allocation of the transaction price to the performance obligations in the contract; and
 
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recognition of revenue when or as the performance obligations are satisfied.
 
Revenues are expected to be derived from the payments received in connection with the underlying asset and will be recognized in the periods in which payments are received.
Fair Value of Financial Instruments
FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.
The carrying amounts reported in the balance sheets approximate their fair value.
Earnings (Loss) / Income per Interest
Upon completion of this offering, we intend to comply with accounting and disclosure requirement of ASC Topic 260, Earnings per Share. Earnings (loss) / income per interest will be computed by dividing net (loss) / income by the weighted average number of outstanding interests during the year.
True-up Payment
The true-up payable to Otis will be recorded as an expense, which will reduce members’ equity.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. Our company is continuing to evaluate the impact of this new standard on our financial reporting and disclosures.
We do not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
 
Our Company
 
Our company does not have any employees, nor any directors or officers. All of our day-to-day operations are administered by Public employees on behalf of our manager.
 
Our Manager
 
Our company operates under the direction of our manager, which is, in turn, managed by its parent, Public. Our manager is responsible for directing the operations of our business, directing our day-to-day affairs and implementing our investment strategy. Our manager is not required to devote all of its time to our business and is only required to devote such time to our affairs as its duties require. Our manager is responsible for determining maintenance required in order to maintain or improve an asset’s quality (if necessary) and evaluating potential sale offers, which may lead to the liquidation of the underlying asset.
 
We will follow guidelines adopted by our manager and implement policies set forth in the operating agreement unless otherwise modified by our manager. Our manager may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. Our manager may change our objectives at any time without approval of our interest holders. Our manager has a limited track record and is relying primarily on the track record of its individual officers, directors and advisors.
 
Our manager performs its duties and responsibilities pursuant to the operating agreement. Our manager maintains a contractual, as opposed to a fiduciary relationship, with us and our interest holders. Furthermore, we have agreed to limit the liability of our manager and to indemnify our manager against certain liabilities.
 
The responsibilities of our manager include the following:
 
Asset-Related Services
 
 
define and oversee the underlying asset disposition strategy; 
 
 
evaluate any potential asset takeover offers from third parties, which may result in asset dispositions, sales or other liquidity transactions; 
 
 
structure and negotiate the terms and conditions of transactions pursuant to which the underlying asset may be sold or otherwise disposed; 
 
Services in Connection with the Offering
  
 
develop offering materials, including the determination of its specific terms and structure and description of the underlying asset; 
 
 
create and submit all necessary regulatory filings, including, but not limited to, Commission filings and financial audits, and coordinate with the Broker, lawyers and accountants as necessary in such processes; 
 
 
prepare all marketing materials related to this offering and obtain approval for such materials from the Broker;
 
 
together with the Broker, coordinate the processing and acceptance of subscription agreements and other administrative support functions; 
 
 
create and implement various technology services, transactional services and electronic communications related to this offering; 
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all other necessary offering-related services; 
 
Interest Holder Relationship Services
 
 
provide any appropriate updates related to underlying asset or this offering electronically or through the Public Platform; 
 
 
manage communications with interest holders, including answering e-mails and preparing and sending written and electronic reports and other communications; 
 
 
establish technology infrastructure to assist in providing interest holder support and services; 
 
 
determine our distribution policy and determine amounts of and authorize Free Cash Flow distributions from time to time; 
 
 
maintain Free Cash Flow funds in deposit accounts or investment accounts for the benefit of the company; 
 
Administrative Services
 
 
manage and perform the various administrative functions necessary for our day-to-day operations; 
 
 
provide financial and operational planning services; 
 
 
maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and required to be filed with the Commission and any other regulatory agency, including annual and semiannual financial statements; 
 
 
maintain all appropriate books and records for our company;
 
 
obtain and update market research and economic and statistical data in connection with the underlying asset; 
 
 
oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; 
 
 
supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; 
 
 
provide all necessary cash management services; 
 
 
manage and coordinate with the transfer agent, if any, the process of making distributions and payments to interest holders or the transfer or resale of securities as may be permitted by law; 
 
 
evaluate and obtain adequate insurance coverage for the underlying asset based upon risk management determinations; 
 
 
provide timely updates related to the overall regulatory environment affecting our company, as well as managing compliance with regulatory matters; 
 
 
evaluate our corporate governance structure and appropriate policies and procedures related thereto; and 
 
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oversee all reporting, recordkeeping, internal controls and similar matters in a manner to allow us to comply with applicable law.
 
Directors, Executive Officers and Key Employees of our Manager 
  
The following table sets forth the name and position of each of the current executive officers, directors and significant employees of our manager.
  
Name
  
Position
  Age  
Term of Office (Beginning)
  
Approximate hours per week for part-time employees
Keith Marshall(1)
 
President, Secretary, Treasurer & Sole Director
 35 
March 2022
 
N/A
 
 
(1)
Mr. Marshall is the sole officer and director of our manager, and is employed by Public People.
 
Keith Marshall: Mr. Marshall is an attorney, entrepreneur and founder. He is the Head of Ops & Legal, Alternatives, of Public and was General Counsel of our manager prior to the acquisition of our manager by Public. Before working for our manager, Mr. Marshall founded and scaled Unapp, a “super app” for brick-and-mortar businesses. Prior to that, he was an attorney in the Corporate & Securities practice group of Womble Bond Dickinson.
 
Key Employees of Public 
 
Jannick Malling: Mr. Malling is an entrepreneur in the financial technology space with deep expertise in design and elegant product experience. As founder and co-CEO of Public, he has pioneered fractional trading investing technology and redefined the self-directed investing experience. Prior to Public, Jannick was co-founder & CEO of Tradable; he began his career at Saxo Bank, the original online trading service in Europe.
 
Leif Abraham: Mr. Abraham is an entrepreneur, founder and investor. He is a co-CEO of Public and, prior to Public, was co-founder and CEO of AND.CO, which he grew to become one of the largest freelancing software companies in the world. AND.CO was acquired by Fiverr (NYSE: FVRR) in 2018. Mr. Abraham is an investor in companies like Ro Health, Orum and Catch. He was named one of the “Top 10 Minds in Digital” by Adweek, is a double Cannes Lions Grand Prix winner and has won an MTV Music Award.
 
Keith Marshall: See “—Directors, Executive Officers and Key Employees of our Manager.”
 
Investment Committee
 
Our manager assembled the Investment Committee, compromised of employees of Public People acting on behalf of Public, to assist our manager in evaluating the underlying asset prior to the purchase (including reviewing due diligence materials), managing the underlying asset and to advise our manager and certain other matters associated with our business. The members of the Investment Committee are not and will not be managers or officers of our company and will not have any fiduciary or other duties to the interest holders of the company. The Investment Committee has no authority other than to provide non-binding advisory support to our manager, when requested, on matters such as:
 
 
evaluating any third-party offers for acquisition of the underlying asset and recommending disposition if in the best interest of our company and our interest holders; and
 
 
approving any service providers appointed by our manager in respect of the underlying asset.
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COMPENSATION OF OUR MANAGER
 
The following table sets forth the form of compensation and the recipient of such compensation together with the determination of the amount and the estimated amount.
 
Form of Compensation   Determination of Amount   Estimated Amount
True-up Payment   Otis intends to charge a true-up payment to the company which is intended to be reasonable compensation for Otis’ services, capital commitment and outlay (if applicable) in sourcing and acquiring the underlying asset, as well as our manager’s agreement to pay the Brokerage Fee and estimated offering expenses.   $21,700.
         
Free Cash Flow  
Free Cash Flow consists of the net income (as determined under GAAP) generated by the company plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses) and less any capital expenditures related to the underlying asset. This amount would be distributed (after the creation of such reserves as our manager deems necessary, in its sole discretion) as follows: (a) 95% to all interest holders pro-rata (which may include our manager, any of its affiliates); then (b) 5% to our asset manager (which amount may be waived by our asset manager in its sole discretion).
  These amounts, if any, cannot presently be determined.
         
Liquidation Rights  
Upon the liquidation of our company as a whole, the underlying asset will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors; (ii) second, to any creditors that are our manager or its affiliates, and thereafter; and thereafter, (iii) first, 100% to the interest holders, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers) until the interest holders receive back 100% of their capital contribution and second, (A) 10% to our manager and (B) 90% to the interest holders, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates).
  These amounts, if any, cannot presently be determined.
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Compensation of Executive Officers
 
We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by our company. Employees of Public manage our day-to-day affairs on behalf of our manager, service the underlying asset and monitor the performance of the underlying asset to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for their services, including services performed for us on behalf of our manager. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to our manager, we do not intend to pay any compensation directly to these individuals.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
 
Our company is managed by our manager. Our manager was granted a single interest in the company and became the initial member holding 100% of the then-outstanding interests of the company.
 
At or before the closing of this offering, our manager or its affiliates may purchase interests sold in this offering for the same price as all other investors. There are no limitations on the number of interests that may be purchased by our manager or its affiliates. Our manager may sell its interests from time to time after the closing of this offering in its sole discretion. Our manager has no present intention to sell its interests, and any future sales would be based upon our manager’s potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to the interests. The address of our manager is 6 Harrison Street, 5th Floor, New York, NY 10013.
 
The following table sets forth any securityholder, including our manager, who beneficially owns more than 10% of any class as of the date of this report:
Title of class
  Name and address of beneficial owner(1)   Amount and nature of beneficial ownership(2)   Percent of class
Membership Interests
 
Otis Wealth, Inc.
  1   100%
  
(1)
All ownership is direct. The address of the securityholder is 6 Harrison Street, 5th Floor, New York, NY 10013. Otis Wealth, Inc. is managed by Keith Marshall as President, Secretary, Treasurer and sole director.
(2)
The column in Form 1-A titled “Amount and nature of beneficial ownership acquirable” has been omitted as inapplicable with respect to the listed securityholder.
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
 
There are no transactions or any currently proposed transactions since our inception or the current fiscal year, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Compensation of Our Manager”).
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SECURITIES BEING OFFERED
 
The following is a summary of the principal terms of, and is qualified by reference to, the operating agreement and the subscription agreement relating to the purchase of the interests offered hereby, which are attached as exhibits to the offering statement of which this offering circular forms a part. This summary is qualified in its entirety by reference to the detailed provisions of those agreements, which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the operating agreement or the subscription agreement (as applicable), the provisions of the operating agreement or the subscription agreement (as applicable) shall apply. Capitalized terms used in this summary that are not defined shall have the meanings ascribed thereto in the operating agreement.
 
Description of Interests
 
Our company is a Delaware limited liability company formed pursuant the LLC Act. We have not issued, and will not issue, any class of interests entitled to any preemptive, preferential or other rights that are not otherwise available to the holders purchasing interests in connection with this offering. Title to the underlying asset will be held by, or for the benefit of, the company.
 
Distribution Rights
 
Our manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of interests and our manager except as otherwise limited by law or the operating agreement.
 
Free Cash Flow consists of the net income (as determined under GAAP) generated by the company plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses) and less any capital expenditures related to the underlying asset. Our manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the company. 
 
We expect our manager to distribute any Free Cash Flow on a quarterly basis as set forth below. However, our manager may change the timing of distributions or determine that no distributions shall be made in its sole discretion.
 
Any Free Cash Flow generated by the company from the underlying asset shall be applied within the company in the following order of priority: 
  
 
withhold any amounts required for federal, state and local corporate taxes;
 
 
to create such reserves as our manager deems necessary, in its sole discretion; and 
 
 
thereafter by way of distribution, net of corporate taxes applicable to our company, (a) 95% to holders of the interests, which may include our manager or any of its affiliates, and (b) 5% to our asset manager (which amount may be waived by our asset manager in its sole discretion).
 
The company will not distribute the underlying asset in kind to its interest holders.
 
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The LLC Act (Section 18-607) provides that a member who receives a distribution and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the company for the amount of the distribution for three years. Under the LLC Act, a limited liability company may not make a distribution to a member if, after the distribution, all liabilities, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specific property of the company, would exceed the fair value of the assets. For the purpose of determining the fair value of the assets of the company, the LLC Act provides that the fair value of property subject to liability for which recourse of creditors is limited shall be included in the assets of the company only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to it at the time the assignee became a member and that could not be ascertained from the operating agreement.
 
No Redemption Provisions
 
Our interests are not redeemable.
 
No Registration Rights
 
There are no registration rights in respect of any of our interests.
 
Limited Voting Rights
 
Our manager is not required to hold an annual meeting of interest holders. The operating agreement provides that meetings of interest holders may be called by our manager and a designee of our manager shall act as chairman at such meetings. Interest holders do not have any voting rights as an interest holder in our company except with respect to:
 
 
the removal of our manager for cause as described below;
 
 
the dissolution of our company upon the for-cause removal of our manager; and
 
 
an amendment to the operating agreement that would: 
 
 
adversely affect the rights of an interest holder in any material respect;
 
 
reduce the voting percentage required for any action to be taken by the holders of interests in our company under the operating agreement;
 
 
change the situations in which our company can be dissolved or terminated;
 
 
change the term of our company (other than the circumstances provided in the operating agreement); or
 
 
 
give any person the right to dissolve our company.
Our manager can only be removed as manager of our company in the event our manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with our company which has a material adverse effect on our company.
 
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When entitled to vote on a matter, each interest holder will be entitled to one vote per interest held by it on all matters submitted to a vote of the interest holders of our company. The removal of our manager as manager of our company must be approved by two-thirds of the votes that may be cast by all interest holders of our company. All other matters to be voted on by the interest holders must be approved by a majority of the votes cast by all interest holders of our company present in person or represented by proxy.
 
Our manager or its affiliates (if they hold interests) may not vote as an interest holder in respect of any matter put to the interest holders. However, the submission of any action of our company for a vote of the interest holders shall first be approved by our manager and no amendment to the operating agreement may be made without the prior approval of our manager that would decrease the rights of our manager or increase the obligations of our manager thereunder.
 
Our manager has broad authority to take action with respect to our company. See “Directors, Executive Officers and Significant Employees—Our Manager” for more information. Except as set forth above, our manager may amend the operating agreement without the approval of the interest holders to, among other things, reflect the following:
 
 
the merger of our company with, or the conveyance of all of our assets to, a newly formed entity, for example, to effect the disposition of the underlying asset in a tax-efficient manner; 
 
 
a change that our manager determines to be necessary or appropriate to implement any state or federal statute, rule, guidance or opinion;  
 
 
a change that our manager determines to be necessary, desirable or appropriate to facilitate the trading of interests;
 
 
a change that our manager determines to be necessary or appropriate for our company to qualify as a limited liability company under the laws of any state or to ensure that the company will continue to qualify as a corporation for U.S. federal income tax purposes; 
 
 
an amendment that our manager determines, based upon the advice of counsel, to be necessary or appropriate to prevent our company, our manager, or the officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act or “plan asset” regulations adopted under ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; 
 
 
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the operating agreement; 
 
 
any amendment that our manager determines to be necessary or appropriate for the formation by our company of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the operating agreement; 
 
 
a change in the fiscal year or taxable year and related changes; and 
 
 
any other amendments which our manager deems necessary or appropriate to enable our manager to exercise its authority under the operating agreement.
 
In each case, our manager may make such amendments to the operating agreement provided our manager determines that those amendments:
 
 
do not adversely affect the interest in any material respect; 
 
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are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; 
 
 
are necessary or appropriate to facilitate the trading of interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the interests may be listed for trading, compliance with any of which our manager deems to be in the best interests of our company and the interest holders; 
 
 
are necessary or appropriate for any action taken by our manager relating to splits or combinations of interests under the provisions of the operating agreement; or 
 
 
are required to effect the intent expressed in this prospectus or the intent of the provisions of the operating agreement or are otherwise contemplated by the operating agreement. 
 
Any holder that beneficially owns 10% or more of the interests (excluding shares beneficially owned by our manager or affiliates) may irrevocably limit or eliminate its voting rights by providing an irrevocable certification to the company in substantially the form included in the operating agreement. In the event a member irrevocably limits or eliminates its voting rights, all of the interests beneficially owned by the holder in excess of the voting limit applicable to the holder will no longer have any voting rights for so long as the interests are beneficially owned by the holder or the holder’s affiliates. Any holder that irrevocably eliminates its voting rights or limits its voting rights, such that under no circumstances would such holder, together with its affiliates, have the right to cast more than 10% of the total votes in an election of our manager or on any other matter put to a vote of the holders, will not be named or have its address or ownership reported in the company’s ongoing filings with the Commission, including the beneficial ownership table in the company’s Annual Report on Form 1-K, unless the holder is otherwise deemed to be an “affiliate” of the company as defined in Rule 405 of the Securities Act. The determination of affiliate status for such purposes will be made by the manager in its sole and absolute discretion and the company or its transfer agent may require any holder that owns more than 10% of the interests to provide a legal opinion and or other information it deems necessary or appropriate to determine such holder’s affiliate status. If any such 10% or more holder is deemed to be an “affiliate,” notwithstanding the limit on voting, such holder’s name, address and ownership will be reported in the company’s filings with the Commission, including the beneficial ownership table in the company’s Annual Report on Form 1-K.
 
Liquidation Rights
 
The operating agreement provides that our company shall remain in existence until the earlier of the following: (i) the election of our manager to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of our company; (iii) the entry of a decree of judicial dissolution of our company; (iv) at any time that our company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all interest holders of our company following the for-cause removal of our manager. Under no circumstances may our company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two-thirds of the interests in the profits of our company).
 
Upon the occurrence of any such event, our manager (or a liquidator selected by our manager) is charged with winding up the affairs of the company as a whole and liquidating its assets. Upon the liquidation of our company as a whole, the underlying asset will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors; (ii) second, to any creditors that are our manager or its affiliates; and thereafter, (iii) first, 100% to the interest holders, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers) until the interest holders receive back 100% of their capital contribution and second, (A) 10% to our manager and (B) 90% to the interest holders, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers).
 
Transfer Restrictions
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Our interests are subject to restrictions on transferability. Pursuant to the company’s operating agreement, a holder of interests may not transfer, assign or pledge its interests without the consent of our manager. Our manager may refuse a transfer by an interest holder if such transfer would (i) result in there being 2,000 or more beneficial owners or 500 or more beneficial owners that are not accredited investors (provided that our manager may waive such limitations); (ii) adversely affect our company or subject our company, our manager or any of their affiliates to any additional regulatory or governmental requirements or cause our company to be disqualified as a limited liability company; (iii) subject our company, our manager or any of their affiliates to any tax to which they would not otherwise be subject; (iv) require registration of the interests or our company, our manager or any of their affiliates under any securities laws of the United States, any state thereof or any other jurisdiction; (v) cause the underlying asset to be deemed “plan assets” for purposes of ERISA; (vi) result in a change of U.S. federal income tax treatment of our company or result in a termination of our company for U.S. federal income tax purposes; or (vii) violate or be inconsistent with any representation or warranty made by the transferor. Furthermore, as our interests are not registered under the Securities Act, transfers of our interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. As a result, investors may not be able to resell or otherwise alienate their interests in certain circumstances.
  
Provided that any electronic alternative trading system registered with the Commission and FINRA on Form ATS (an “ATS”) on which interests are listed for trading requires from interest holders such representations and agreements as described in the operating agreement, interests may be transferred via such ATS. Public intends to launch an interface on the Public Platform that enables investors to buy and sell their holdings via the PPEX ATS operated by North Capital. As of the date of this offering circular, the PPEX ATS will be the sole trading platform approved by our manager for secondary transfers of our interests (for the avoidance of doubt, transfers may occur outside of a trading platform). We will notify interest holders of approval of any additional trading platform(s) by making a filing with the Commission of the type applicable as of the time such change is made and by sending an email message or a message through the Public Platform, or by posting a message on the Public website.
  
To obtain approval for any transfer not facilitated by the PPEX ATS, interest holders should contact us by sending us an email message to alts@public.com prior to any voluntary transfer or within 30 days of any involuntary transfer and provide sufficient information to allow our company’s legal counsel to make a determination that the transfer would not result in any of the scenarios described above. For a transfer in the event of death of the interest holder, notice should be given by a duly authorized representative of the estate of such interest holder and include proof of legal authority and valid assignment.
 
Our manager may transfer all or any portion of the interests held by it at any time and from time to time, in accordance with applicable securities laws, either directly or through brokers, or otherwise.
 
Additionally, unless and until the interests are listed or quoted for trading, there are restrictions on the holder’s ability to the pledge or transfer the interests. There can be no assurance that we will, or will be able to, register our interests for resale. Therefore, investors may be required to hold their interests indefinitely. Please refer to the subscription agreement for additional information regarding these restrictions.
 
Agreement to be Bound by the Operating Agreement; Power of Attorney
 
By purchasing interests, you will be admitted as a member of our company and will be bound by the provisions of, and deemed to be a party to, the operating agreement. Pursuant to the operating agreement, each investor grants to our manager a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our manager the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the operating agreement.
 
Duties of Officers
 
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The operating agreement provides that, except as may otherwise be provided by the operating agreement, the property, affairs and business will be managed under the direction of our manager. Our manager has the power to appoint officers, and such officers have the authority and exercise the powers and perform the duties specified in the operating agreement or as may be specified by our manager. Our manager will be appointed as the asset manager to manage the underlying asset.
 
We may decide to enter into separate indemnification agreements with the directors and officers of our company, our manager or our asset manager (including if our manager or asset manager appointed is not Otis). If entered into, each indemnification agreement is likely to provide, among other things, for indemnification to the fullest extent permitted by law and the operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to our company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the operating agreement.
  
Books and Reports
 
We are required to keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our manager in accordance with the Code. Our manager will file with the Commission periodic reports as required by applicable securities laws.
 
Under the Securities Act, we must update this offering circular upon the occurrence of certain events. We will file updated offering circulars and offering circular supplements with the Commission. Upon qualification of this offering, we will be subject to the informational reporting requirements of the Securities Act that are applicable to companies whose securities are qualified pursuant to Tier 2 of Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the Commission. In addition, we plan to provide holders of interests with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information.
 
We will provide such documents and periodic updates electronically through the Public Platform. As documents and periodic updates become available, we will notify holders of interests by sending an email message or a message through the Public Platform that will include instructions on how to retrieve the periodic updates and documents. If our email notification is returned to us as “undeliverable,” we will contact the holder by other means provided to obtain an updated email address. We will provide holders with copies via email or paper copies at any time upon request. The contents of the Public Platform are not incorporated by reference in or otherwise a part of this offering circular.
 
Exclusive Jurisdiction
 
Under Section 14.08 of our operating agreement, any dispute in relation to the operating agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the interests were to bring a claim against our company or our manager pursuant to the operating agreement, it would have to do so in the Delaware Court of Chancery. Notwithstanding the foregoing, if, for any reason, the Delaware Chancery Court does not have jurisdiction over an action, then the action may be brought in other federal or state courts located in Delaware.
 
We believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. We have adopted the provision to limit the time and expense incurred by our management to challenge any such claims. As a company with a small management team, this provision allows our officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of our company.
 
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Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision would require suits to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction to be brought in federal court located in Delaware. Investors will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations under those laws.
 
Waiver of Right to Trial by Jury 
 
Our operating agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the operating agreement and any transaction arising under the operating agreement, which could include claims under federal securities law. By subscribing to this offering and adhering to the operating agreement, the investor knowingly and voluntarily waives his or her jury trial rights. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. For the avoidance of doubt, by subscribing to this offering and adhering to the operating agreement, the investor is not waiving our company’s compliance with federal securities laws and the rules and regulations under those laws.
 
Secondary Trading
 
Public intends to launch an interface on the Public Platform that enables investors to buy and sell their holdings via the PPEX ATS. North Capital is a broker-dealer registered with the Commission and a member of FINRA and SIPC, and the PPEX ATS is registered with the Commission and FINRA on Form ATS. Our company will engage North Capital to receive orders to buy and sell from interest holders and will engage a broker-dealer to execute trades through the PPEX ATS. Any trades are subject to restrictions under state and federal securities laws, as well as the transfer restrictions included in our operating agreement (see “Securities Being Offered—Transfer Restrictions” above). State securities laws may result in the inability to execute a trade based on, for instance, the location of the buyer or seller, or the number of sales that a seller has undertaken in the prior 12 months. The availability of the aforementioned interface does not foreclose investors from either seeking liquidity outside of the Public Platform through direct negotiation with prospective secondary purchasers or by placing an order directly with the PPEX ATS after creating an account with PPEX ATS.
In addition, as discussed above, pursuant to the company’s operating agreement, secondary transfers are subject to certain restrictions and the discretion of our manager to waive those restrictions. As a result, investors may not be able to resell or otherwise alienate their interests in certain circumstances.
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MATERIAL UNITED STATES TAX CONSIDERATIONS
 
The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of the interests offered hereby to U.S. holders but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.
 
This summary also does not address the tax considerations arising under the laws of any U.S. state or local or any non-U.S. jurisdiction or under U.S. federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:
 
 
banks, insurance companies or other financial institutions; 
 
 
persons subject to the alternative minimum tax; 
 
 
tax-exempt organizations; 
 
 
dealers in securities or currencies; 
 
 
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; 
 
 
persons that own, or are deemed to own, more than five percent of the company’s interests (except to the extent specifically set forth below); 
 
 
certain former citizens or long-term residents of the United States; 
 
 
persons who hold the interests as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; 
 
 
persons who do not hold the interests as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); or 
 
 
persons deemed to sell the interests under the constructive sale provisions of the Code. 
 
In addition, if a partnership, including any entity or arrangement, domestic or foreign, classified as a partnership for U.S. federal income tax purposes, holds interests, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold interests, and partners in such partnerships, should consult their tax advisors.
 
You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of the interests arising under the U.S. federal estate or gift tax rules or under the laws of any U.S. state or local or any foreign taxing jurisdiction or under any applicable tax treaty.
 
Taxation of the company’s interests is intended to be as a “C” Corporation.
 
Taxation of Distributions to Investors
 
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A “U.S. Holder” includes a beneficial owner of interests that is, for U.S. federal income tax purposes, an individual citizen or resident of the United States.
 
Distributions to U.S. Holders current or accumulated earnings and profits (which would include any gains derived from the sale or exchange of the underlying asset), net of tax paid or accrued thereon, will be taxable to U.S. Holders as dividends. A U.S. Holder who receives a distribution constituting “qualified dividend income” may be eligible for reduced federal income tax rates. U.S. Holders are urged to consult their tax advisors as to whether any dividends paid by the company would be “qualified dividend income.” Distributions in excess of the current and accumulated earnings and profits of the company will not be taxable to a U.S. Holder to the extent that the distributions do not exceed the adjusted tax basis of the U.S. Holder’s interests. Rather, such distributions will reduce the adjusted basis of such U.S. Holder’s interests. Distributions in excess of current and accumulated earnings and profits that exceed the U.S. Holder’s adjusted basis in its interests will be taxable as capital gain in the amount of such excess if the interests are held as a capital asset. In addition, a 3.8% tax applies to certain investment income (referred to as the 3.8% NIIT). In general, in the case of an individual, this tax is equal to 3.8% of the lesser of (i) the taxpayer’s “net investment income” or (ii) the excess of the taxpayer’s adjusted gross income over the applicable threshold amount ($250,000 for taxpayers filing a joint return, $125,000 for married individuals filing separate returns and $200,000 for other taxpayers). In the case of an estate or trust, the 3.8% tax will be imposed on the lesser of (x) the undistributed net investment income of the estate or trust for the taxable year, or (y) the excess of the adjusted gross income of the estate or trust for such taxable year over a beginning dollar amount (currently $7,500 of the highest tax bracket for such year). Dividends are included as investment income in the determination of “net investment income” under Section 1411(c) of the Code.
 
Taxation of Dispositions of Interests
 
Upon any taxable sale or other disposition of interests, a U.S. Holder will recognize gain or loss for federal income tax purposes on the disposition in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received on such disposition and (ii) the U.S. Holder’s adjusted tax basis in the interests. A U.S. Holder’s adjusted tax basis in the interests generally equals his, her or its initial amount paid for the interests and decreased by the amount of any distributions to the investor in excess of current or accumulated earnings and profits. In computing gain or loss, the proceeds that U.S. Holders receive will include the amount of any cash and the fair market value of any other property received for their interests, and the amount of any actual or deemed relief from indebtedness encumbering their interests. The gain or loss will be long-term capital gain or loss if the interests are held for more than one year before disposition. Long-term capital gains of individuals, estates and trusts currently are taxed at a maximum rate of 20% (plus any applicable state income taxes) plus the 3.8% NIIT. The deductibility of capital losses may be subject to limitation and depends on the circumstances of a particular U.S. Holder; the effect of such limitation may be to defer or to eliminate any tax benefit that might otherwise be available from a loss on a disposition of the interests. Capital losses are first deducted against capital gains, and, in the case of non-corporate taxpayers, any remaining such losses are deductible against salaries or other income from services or income from portfolio investments only to the extent of $3,000 per year.
 
Backup Withholding and Information Reporting
 
Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you.
 
Payments of dividends or of proceeds on the disposition of the interests made to you may be subject to additional information reporting and under some circumstances to backup withholding at a current rate of 24% unless you establish an exemption. Backup withholding is not an additional tax; rather, the federal income tax liability of persons subject to backup withholding is reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.
 
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The preceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and foreign tax consequences, if applicable, of purchasing, holding and disposing of the interests, including the consequences of any proposed change in applicable laws.
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LEGAL MATTERS
 
The validity of the interests offered hereby will be passed upon for us by CrowdCheck Law LLP.  
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 WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
We have filed with the Commission an offering statement on Form 1-A under the Securities Act with respect to the interests offered by this offering circular. This offering circular does not contain all of the information included in the offering statement, portions of which are omitted as permitted by the rules and regulations of the Commission. For further information pertaining to us and the interests to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference.
 
Upon qualification by the Commission of the offering statement of which this offering circular is a part, we will be subject to the informational requirements of Tier 2 of Regulation A and are required to file annual reports, semiannual reports, current reports and other information with the Commission. These documents are publicly available, free of charge, on the SEC’s Electronic Data Gathering, Analysis and Retrieval, or EDGAR, system.
 
You can read the offering statement and our filings with the Commission over the internet at the Commission’s website at www.sec.gov, on the EDGAR system. You may also read and copy any document we file with the Commission at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
 
Our manager will answer inquiries from potential investors concerning the interests, our company, our manager, Public and other matters relating to the offer and sale of the interests under this offering circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this offering circular.
 
Requests and inquiries regarding this offering circular should be directed to:
 
Otis Wealth, Inc.
6 Harrison Street, 5th Floor
New York, NY 10013
E-Mail: alts@public.com
Tel: (201) 479-4408
Attention: Legal Department
 
We will provide requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense.
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PART III - EXHIBITS
Exhibit Index
 
Exhibit No.
Description
2.1
2.2
4.1
6.1
6.2 Form of Assignment of Interest, between Otis Wealth, Inc. and Public Shrek Royalties LLC
6.3 Form of Royalty Accounting Agreement, between Royalty Exchange Inc. and Public Shrek Royalties LLC
6.4
6.5
12.1
99.1 List of Related Works
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SIGNATURES
 
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 22, 2022.
     
 
PUBLIC SHREK ROYALTIES LLC
By: Otis Wealth, Inc., its managing member
 
 
By:
/s/ Keith Marshall
 
 
Keith Marshall
President, Secretary, Treasurer & Sole Director
 
This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.  
           
SIGNATURE
 
TITLE
 
DATE
         
/s/ Keith Marshall
 
President, Secretary, Treasurer & Sole Director of Otis Wealth, Inc. (as principal executive officer, principal financial officer, principal accounting officer and sole member of the board of directors of Otis Wealth, Inc.)
 
September 22, 2022
Keith Marshall
       
         
Otis Wealth, Inc.
 
Managing Member
 
September 22, 2022
         
By:
/s/ Keith Marshall
       
Name: Keith Marshall
       
Title: President, Secretary, Treasurer & Sole Director
       
 
EX1A-2A CHARTER 3 f1a2022ex2-1_publicshrekroya.htm CERTIFICATE OF FORMATION OF PUBLIC SHREK ROYALTIES LLC
Exhibit 2.1
CERTIFICATE OF FORMATION
OF
Public Shrek Royalties LLC
FIRST:
The name of the limited liability company is Public Shrek Royalties LLC.
   
SECOND:
The address of its registered office in the State of Delaware is 1013 Centre Road, Suite 403-B in the City of Wilmington, Delaware 19805, in the County of New Castle. The name of its registered agent at such address is Vcorp Services, LLC.
   
THIRD:
Members may be admitted in accordance with the terms of the Operating Agreement of the limited liability company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on September 12, 2022.
 
 
  /s/Barbara Quinones
 
Barbara Quinones, Authorized Person
 
EX1A-2B BYLAWS 4 f1a2022ex2-2_publicshrekroya.htm LIMITED LIABILITY COMPANY AGREEMENT OF PUBLIC SHREK ROYALTIES LLC
Exhibit 2.2    
 
 
 
 
 
 
 
 
 
 
 
 
 
LIMITED LIABILITY COMPANY AGREEMENT
 
OF
 
PUBLIC SHREK ROYALTIES LLC
 
 
 
 
 
 
 
 
 
 
 
 
 
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 TABLE OF CONTENTS
 
ARTICLE I – DEFINITIONS1
ARTICLE II – ORGANIZATION5
ARTICLE III – MEMBERS AND INTERESTS7
ARTICLE IV – REGISTRATION AND TRANSFER OF INTERESTS10
ARTICLE V – MANAGEMENT AND OPERATION OF THE COMPANY13
ARTICLE VI – DISTRIBUTIONS19
ARTICLE VII – BOOKS, RECORDS, ACCOUNTING AND REPORTS20
ARTICLE VIII – TAX MATTERS21
ARTICLE IX – REMOVAL OF THE MANAGING MEMBER21
ARTICLE X – DISSOLUTION, TERMINATION AND LIQUIDATION21
ARTICLE XI – AMENDMENT OF AGREEMENT23
ARTICLE XII – MEMBER MEETINGS24
ARTICLE XIII – CONFIDENTIALITY25
ARTICLE XIV – GENERAL PROVISIONS26
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LIMITED LIABILITY COMPANY AGREEMENT OF PUBLIC SHREK ROYALTIES LLC
 
This LIMITED LIABILITY COMPANY AGREEMENT OF PUBLIC SHREK ROYALTIES LLC (this “Agreement”) is dated as of September 12, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.
 
RECITALS
 
A. The Company was formed as a limited liability company under the Delaware Act pursuant to a certificate of formation filed with the Secretary of State of the State of Delaware on September 12, 2022.
 
B. The Managing Member, being the sole Member of the Company, has authorized and approved this Agreement on the terms set forth herein.
 
AGREEMENT
 
NOW THEREFORE, the limited liability company agreement of the Company is hereby adopted to read in its entirety as follows:
 
ARTICLE I – DEFINITIONS
 
Section 1.01 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
 
“Additional Economic Member” means a Person admitted as an Economic Member in accordance with Article III as a result of an issuance of Interests to such Person by the Company.
  
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question, including, without limitation, include any Person deemed an “affiliate” pursuant to Rule 405 of the Securities Act. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.
 
“Agreement” has the meaning assigned to such term in the preamble.
 
“Asset Management Agreement” means, as the context requires, any agreement, as amended from time to time, entered into between the Company and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the Assets and/or provides administrative services to the Company.
 
“Asset Manager” means the manager of the Assets as specified herein or, its permitted successors or assigns, appointed in accordance with Section 5.09.
 
“Assets” means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by the Company and owned or held by or for the account of the Company.
 
“ATS” means an electronic alternative trading system registered with the Commission and FINRA on Form ATS.
  
“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or required to close.
 
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“Capital Contribution” means with respect to any Member, the amount of cash and the initial Gross Asset Value of any other property contributed or deemed contributed to the capital of the Company by or on behalf of such Member, reduced by the amount of any liability assumed by the Company relating to such property and any liability to which such property is subject.
 
“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware.
 
“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.
 
“Company” means Public Shrek Royalties LLC, a Delaware limited liability company, and any successors thereto.
 
“Conflict of Interest” means any matter that the Managing Member believes may involve a conflict of interest.
 
“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18 101, et seq.
 
“DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq.
 
“Economic Member” means together, the Investor Members, Additional Economic Members (including any Person who receives Interests in connection with any goods or services provided to the Company (including in respect of the sale of assets to the Company)) and their successors and assigns admitted as Additional Economic Members and Substitute Economic Members, in each case who is admitted as a Member of the Company, but shall exclude the Managing Member in its capacity as Managing Member. For the avoidance of doubt, the Managing Member or any of its Affiliates shall be an Economic Member to the extent it purchases Interests.
 
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“Expenses and Liabilities” has the meaning assigned to such term in Section 5.04(a).
 
“FINRA” means the Financial Industry Regulatory Authority, Inc.
 
“Free Cash Flow” means any available cash for distribution generated from the net income received by a the Company, as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of the Company), (ii) any amortization to the Assets (as shown on the income statement of the Company), (iii) any depreciation to the Assets (as shown on the income statement of the Company), and (iv) any other non-cash operating expenses less (a) any capital expenditure related to the Assets (as shown on the cash flow statement of the Company), (b) any other liabilities or obligations of the Company, in each case to the extent not already paid or provided for, and (c) upon the termination and winding up of the Company, all costs and expenses incidental to such termination and up.
 
“Form of Adherence” means, in respect of an Initial Offering or Subsequent Offering, a subscription agreement or other agreement substantially in the form appended to the Offering Document pursuant to which an Investor Member or Additional Economic Member agrees to adhere to the terms of this Agreement or, in respect of a Transfer, a form of adherence or instrument of Transfer, each in a form satisfactory to the Managing Member from time to time, pursuant to which a Substitute Economic Member agrees to adhere to the terms of this Agreement.
 
“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.
 
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“Gross Asset Value” means, with respect to any asset contributed by an Economic Member to the Company, the gross fair market value of such asset as determined by the Managing Member.
 
“Indemnified Person” means (a) any Person who is or was an Officer of the Company or associated with the Company; (b) any Person who is or was a Managing Member or Liquidator, together with its officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors; (c) any Person who is or was serving at the request of the Company as an officer, director, member, manager, partner, fiduciary or trustee of another Person; provided that, except to the extent otherwise set forth in a written agreement between such Person and the Company, a Person shall not be an Indemnified Person by reason of providing, on a fee for services basis, trustee, fiduciary, administrative or custodial services; (d) the Asset Manager; and (e) any Person the Managing Member designates as an Indemnified Person for purposes of this Agreement.
 
“Initial Member” means Otis Wealth, Inc.
 
“Initial Offering” means the first offering or private placement and issuance of the Company, other than the issuance to the Initial Member.
 
“Intercompany Agreement” means any agreement, as amended from time to time, entered into between the Company and the Managing Member pursuant to which the Managing Member agrees to make advances to acquire Assets, and the Company agrees to pay true-up fees to the Managing Member in connection with such acquisition(s).
 
“Interest” means an interest in the Company that evidences a Member’s rights, powers and duties with respect to the Company pursuant to this Agreement and the Delaware Act.
 
“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.
 
“Investment Company Act” means the Investment Company Act of 1940, as amended.
 
“Investor Members” mean those Persons who acquire Interests in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.
 
“Liquidator” means one or more Persons selected by the Managing Member to perform the functions described in Section 10.02 as liquidating trustee of the Company, within the meaning of the Delaware Act.
 
“Managing Member” means, as the context requires, the managing member of the Company.
 
“Member” means each member of the Company, including, unless the context otherwise requires, the Initial Member, the Managing Member, each Economic Member (as the context requires), each Substitute Economic Member and each Additional Economic Member.
 
“National Securities Exchange” means an exchange registered with the SEC under Section 6(a) of the Exchange Act.
 
“Offering Document” means the prospectus, offering memorandum, offering circular, offering statement, offering circular supplement, private placement memorandum or other offering documents related to the Initial Offering of Interests, in the form approved by the Managing Member and, to the extent required by applicable law, approved or qualified, as applicable, by any applicable Governmental Entity, including, without limitation, the SEC.
 
“Officers” means any president, vice president, secretary, treasurer or other officer of the Company as the Managing Member may designate (which shall, in each case, constitute managers within the meaning of the Delaware Act).
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Outstanding” means, with respect to Interests, that the Interests are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination.
 
Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.
 
Record Date” means the date established by the Managing Member for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members or entitled to exercise rights in respect of any lawful action of Members; or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.
 
Record Holder or holder” means the Person in whose name such Interests are registered on the books of the Company as of the opening of business on a particular Business Day, as determined by the Managing Member in accordance with this Agreement.
 
SEC” means the U.S. Securities and Exchange Commission.
 
Securities Act” means the Securities Act of 1933, as amended.
 
“Subsequent Offering” means any further issuance of Interests, excluding the Initial Offering or Transfer.
 
“Substitute Economic Member” means a Person who is admitted as an Economic Member of the Company pursuant to Section 4.01(b) as a result of a Transfer of Interests to such Person.
 
“Super Majority Vote” means, the affirmative vote of the holders of all Voting Interests representing at least two-thirds of the total votes that may be cast by all Voting Interests, voting together as a single class.
 
“Transfer” means, with respect to an Interest, a transaction by which the Record Holder of an Interest assigns such Interest to another Person who is or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.
 
“U.S. GAAP” means United States generally accepted accounting principles consistently applied, as in effect from time to time.
 
“Vote Limit” means 10%, the percentage interest pursuant to which a Vote Limited Member (together with such Vote Limited Member’s affiliates) will be irrevocably limited to vote in any vote taken hereunder.
 
“Vote Limit Certificate” means a certificate in substantially the form attached hereto as Exhibit A which is delivered to the Company in accordance with Section 3.04.
 
“Vote Limited Member” means any Member that beneficially owns 10% or more of the Outstanding Interests (excluding Interests beneficially owned by the Managing Member) who submits a Vote Limit Certificate to the Managing Member which designates such Member as a Vote Limited Member, either separately or jointly with one or more other Members.
 
“Voting Interests” means the Outstanding Interests, excluding any Outstanding Interests beneficially owned by the Managing Member or any of its Affiliates and Outstanding Interests beneficially owned by a Vote Limited Member in excess of the Vote Limit.
 
4

Section 1.02 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to paragraphs, Articles and Sections refer to paragraphs, Articles and Sections of this Agreement; (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation; (d) the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (e) or has the inclusive meaning represented by the phrase “and/or”; (f) unless the context otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (g) references to any Person shall include all predecessors of such Person, as well as all permitted successors, assigns, executors, heirs, legal representatives and administrators of such Person; and (h) any reference to any statute or regulation includes any implementing legislation and any rules made under that legislation, statute or statutory provision, whenever before, on, or after the date of the Agreement, as well as any amendments, restatements or modifications thereof, as well as all statutory and regulatory provisions consolidating or replacing the statute or regulation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
 
ARTICLE II – ORGANIZATION
 
Section 2.01 Formation. The Company has been formed as a limited liability company pursuant to the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Members and the administration, dissolution and termination of the Company.
 
Section 2.02 Name. The name of the Company shall be Public Shrek Royalties LLC. The business of the Company may be conducted under any other name or names, as determined by the Managing Member. The Managing Member may change the name of the Company at any time and from time to time and shall notify the Economic Members of such change in the next regular communication to the Economic Members or by press release or the filing of a report with the SEC disclosing such change.
 
Section 2.03 Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the Managing Member in its sole discretion, the registered office of the Company in the State of Delaware shall be as set forth in the Certificate of Formation, and the registered agent for service of process on the Company in the State of Delaware shall be as set forth in the Certificate of Formation. The principal office of the Company shall be located at 6 Harrison Street, 5th Floor, New York, NY 10013 or such other place as the Managing Member may from time to time designate by notice to the Economic Members or by press release or the filing of a report with the SEC disclosing the location of such principal office. The Company may maintain offices at such other place or places within or outside the State of Delaware as the Managing Member determines to be necessary or appropriate. The Managing Member may change the registered office, registered agent or principal office of the Company at any time and from time to time and shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members or by press release or the filing of a report with the SEC.
 
Section 2.04 Purpose. The purpose of the Company shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a limited liability company organized pursuant to the Delaware Act; (b) acquire and maintain the Assets and, to exercise all of the rights and powers conferred upon the Company with respect to its interests therein; and (c) conduct any and all activities related or incidental to the foregoing purposes.
 
Section 2.05 Powers. The Company and, subject to the terms of this Agreement, the Managing Member shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes described in Section 2.04.
 
Section 2.06 Power of Attorney.
 
5

(a) Each Economic Member hereby constitutes and appoints the Managing Member and, if a Liquidator shall have been selected pursuant to Section 10.02, the Liquidator, and each of their authorized officers and attorneys in fact, as the case may be, with full power of substitution, as their true and lawful agent and attorney in fact, with full power and authority in their name, place and stead, to:
 
(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Managing Member, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all certificates, documents and other instruments that the Managing Member, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to reflect the acquisition, merger, dissolution, liquidation or termination of the Company pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal or substitution of any Economic Member pursuant to, or in connection with other events described in, Article III or Article X; and (E) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and
 
(ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Members hereunder or is consistent with the terms of this Agreement; or (B) effectuate the terms or intent of this Agreement; provided that when any provision of this Agreement that establishes a percentage of the Members required to take any action, the Managing Member, or the Liquidator, may exercise the power of attorney made in this Section 2.06(a) only after the necessary vote, consent, approval, agreement or other action of the Members.
  
(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Economic Member and the transfer of all or any portion of such Economic Member’s Interests and shall extend to such Economic Member’s heirs, successors, assigns and personal representatives. Each such Economic Member hereby agrees to be bound by any representation made by any officer of the Managing Member, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Economic Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Managing Member, or the Liquidator, taken in good faith under such power of attorney in accordance with this Section 2.06. Each Economic Member shall execute and deliver to the Managing Member, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Officers or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.
 
(c) Nothing contained in this Section 2.06 shall be construed as authorizing the Managing Member, or the Liquidator, to amend, change or modify this Agreement except in accordance with Article XII or as may be otherwise expressly provided for in this Agreement.
 
Section 2.07 Term. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act. The term of the Company shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of Article X. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.
 
6

Section 2.08 Title to Assets. All Interests shall constitute personal property of the owner thereof for all purposes, and a Member has no interest in specific assets of the Company. Without limiting the generality of the foregoing, title to the Assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company, and neither any Member nor any Officer shall have any ownership interest in the Assets or any portion thereof. Title to the Assets may be held in the name of the Company or one or more nominees, as the Managing Member may determine. The Assets shall be recorded by the Managing Member as the property of the Company in the books and records maintained for the Company, irrespective of the name in which record title to the Assets is held.
 
Section 2.09 Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware, such filing being hereby confirmed, ratified and approved in all respects. The Managing Member shall use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited liability company in the State of Delaware or any other state in which the Company may elect to do business or own property. To the extent that the Managing Member determines such action to be necessary or appropriate, the Managing Member shall, or shall direct the appropriate Officers, to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a limited liability company under the laws of the State of Delaware or of any other state in which the Company may elect to do business or own property, and if an Officer is so directed, such Officer shall be an authorized person of the Company for purposes of filing any such certificate with the Secretary of State of the State of Delaware. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.
 
ARTICLE III – MEMBERS AND INTERESTS
 
Section 3.01 Members.
 
(a) Subject to Section 3.01(b), a Person shall be admitted as an Economic Member and Record Holder either as a result of an Initial Offering, Subsequent Offering, a Transfer or at such other time as determined by the Managing Member, and upon (i) agreeing to be bound by the terms of this Agreement by completing, signing and delivering to the Managing Member, a completed Form of Adherence, which is then accepted by the Managing Member; (ii) the prior written consent of the Managing Member; and (iii) otherwise complying with the applicable provisions of Article III and Article IV.
 
(b) The Managing Member may withhold its consent to the admission of any Person as an Economic Member for any reason, including when it determines in its reasonable discretion that such admission could: (i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of Interests, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act (which limitations may be waived by the Managing Member in its sole discretion); (ii) could adversely affect the Company or subject the Company, the Managing Member or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, the Managing Member or any of their respective Affiliates to any tax to which it would not otherwise be subject; (iii) cause the Company to be required to register as an investment company under the Investment Company Act; (iv) cause the Managing Member or any of its Affiliates being required to register under the Investment Advisers Act; (v) cause the Assets to be treated as plan assets as defined in Section 3(42) of ERISA; or (vi) result in a loss of corporation taxable as an association status for US federal income tax purposes of the Company or termination of the Company for US federal income tax purposes. A Person may become a Record Holder without the consent or approval of any of the Economic Members. A Person may not become a Member without acquiring an Interest.
 
(c) The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the transfer agent, as applicable. The Managing Member shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein.
 
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(d) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.
  
(e) Unless otherwise provided herein, and subject to Article X, Members may not be expelled from or removed as Members. Members shall not have any right to resign or redeem their Interests from the Company; provided that when a transferee of a Member’s Interests becomes a Record Holder of such Interests, such transferring Member shall cease to be a Member of the Company with respect to the Interests so transferred and that Members shall cease to be Members when the Company is liquidated in accordance with Section 10.03.
 
(f) Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.
 
(g) Otis Wealth, Inc. was appointed as the Managing Member of the Company with effect from the date of the formation of the Company and shall continue as Managing Member of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 10.01(a) or (ii) its removal or replacement pursuant to Section 4.03 or Article IX. Unless provided otherwise in this Agreement, the Interests held by the Managing Member or any of its Affiliates shall be identical to those of an Economic Member and will not have any additional distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member; provided, however, that the Managing Member shall have the rights, duties and obligations of the Managing Member hereunder, regardless of whether the Managing Member shall hold any Interests.
 
Section 3.02 Capital Contributions.
 
(a) The minimum number of Interests a Member may acquire is one (1) Interest or such higher or lesser amount as the Managing Member may determine from time to time. Persons acquiring Interests through an Initial Offering or Subsequent Offering shall make a Capital Contribution to the Company in an amount equal to the per-Interest price determined in connection with such Initial Offering or Subsequent Offering and multiplied by the number of Interests acquired by such Person in such Initial Offering or Subsequent Offering, as applicable. Persons acquiring Interests in a manner other than through an Initial Offering or Subsequent Offering or pursuant to a Transfer shall make such Capital Contribution as shall be determined by the Managing Member in its sole discretion.
 
(b) Except as expressly permitted by the Managing Member, in its sole discretion, (i) initial and any additional Capital Contributions to the Company by any Member shall be payable in cash and (ii) initial and any additional Capital Contributions shall be payable in one installment and shall be paid prior to the date of the proposed acceptance by the Managing Member of a Person’s admission as a Member of the Company (or a Member’s application to acquire additional Interests) (or within five business days thereafter with the Managing Member’s approval). No Member shall be required to make an additional capital contribution to the Company but may make an additional Capital Contribution to acquire additional interests at such Member’s sole discretion.
 
(c) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any Interests shall have priority over any other Member holding Interests either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company on any Capital Contributions; and (iv) no Economic Member, in its capacity as such, shall participate in the operation or management of the business of the Company, transact any business in name of the Company or have the power to sign documents for or otherwise bind the Company by reason of being a Member.
 
Section 3.03 Authorization to Issue Interests.
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(a) The Company may issue Interests, and options, rights and warrants relating to Interests, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services and/or any other lawful consideration) or for no consideration and on such terms and conditions as the Managing Member shall determine, all without the approval of the Economic Members. Each Interest shall have the rights and be governed by the provisions set forth in this Agreement.
 
(b) All Interests issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Interests in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement.
 
(c) In the event that the Company does not sell the maximum number of Interests stated in the Offering Document with respect to the Initial Offering, the Company shall, upon the final closing of the Initial Offering pursuant to the Intercompany Agreement, issue a number of Interests to the Managing Member equal to the aggregate number of Interests that remain unsold in the Initial Offering, as repayment in full of any and all obligations owing to the Managing Member in respect of advances made to acquire Assets and any true-up fees payable to the Managing Member.
 
(d) The Company is authorized to issue the number of Interests equal to (i) the maximum number of Interests offered in the Initial Offering, plus (ii) the number of Interests issued pursuant to Section 6.04 plus (iii) the number of Interests which may be issued pursuant to the Intercompany Agreement.
 
Section 3.04 Voting Rights of Interests.
 
(a) Unless otherwise provided in this Agreement, (i) each Record Holder of Interests shall be entitled to one vote per Voting Interest for all matters submitted for the consent or approval of Members generally and (ii) all Record Holders of Voting Interests shall vote together as a single class on all matters as to which all Record Holders of Voting Interests are entitled to vote.
 
(b) If a Member beneficially owns more than 10% of the Outstanding Interests, such Member acknowledges that the Member’s name, address and holdings may be reported in the Company’s ongoing SEC filings, including in the beneficial ownership table in the Company’s Annual Report on Form 1-K. If a Vote Limited Member submits an irrevocable request in writing to the Managing Member to limit its voting rights to 10% of the Voting Interests, such Vote Limited Member’s name, address and holdings may not be reported in the Company’s ongoing SEC filings, unless such person is otherwise deemed to be an Affiliate of the Company (for the avoidance of doubt, as defined in Rule 405 of the Securities Act). The determination of Affiliate status for such purposes shall be made by the Managing Member in its sole and absolute discretion, and the Company or its transfer agent may require any Member that owns more than 10% of the Outstanding Interests to provide a legal opinion and/or other information it deems necessary or appropriate to determine such person’s Affiliate status. If any such Member owns more than 10% of the Outstanding Interests and is deemed to be an Affiliate, notwithstanding the limit on voting, such person will be identified in the beneficial ownership table in the Company’s Annual Report on Form 1-K and in other applicable filings.
 
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Section 3.05 Record Holders. The Company shall be entitled to recognize the Record Holder as the owner of an Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Interest on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange, ATS or over-the-counter market on which such Interests are listed for trading (if ever). Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring or holding Interests, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Interests. Any Member that beneficially owns 10% or more of the Outstanding Interests (excluding Interests beneficially owned by the Managing Member) may provide the Company with a Vote Limit Certificate in the form of Exhibit A that, from the effective date set forth in such notice (or if no such effective date is indicated, the date such notice is received by the Company), such Member shall be subject to a Vote Limit. Any Interests beneficially owned by such Vote Limited Member in excess of the Vote Limit shall not constitute Voting Interests for any purposes of this Agreement for so long as such Interests are beneficially owned by such Vote Limited Member or any affiliate of such Vote Limited Member.
 
Section 3.06 Splits.
 
(a) Subject to Section 3.06(c) and Section 3.03, the Company may make a pro rata distribution of Interests to all Record Holders, or may effect a subdivision or combination of Interests, in each case, on an equal per-Interest basis and so long as, after any such event, any amounts calculated on a per-Interest basis or stated as a number of Interests are proportionately adjusted.
  
(b) Whenever such a distribution, subdivision or combination of Interests is declared, the Managing Member shall select a date as of which the distribution, subdivision or combination shall be effective. The Managing Member shall send notice thereof at least 20 days prior to the date of such distribution, subdivision or combination to each Record Holder as of a date not less than 10 days prior to the date of such distribution, subdivision or combination. The Managing Member also may cause a firm of independent public accountants selected by it to calculate the number of Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Managing Member shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.
 
(c) Subject to Section 3.03, the Company shall not issue fractional Interests upon any distribution, subdivision or combination of Interests. If a distribution, subdivision or combination of Interests would otherwise result in the issuance of fractional Interests, each fractional Interest shall be rounded to the nearest whole Interest (and a 0.5 Interest shall be rounded to the next higher Interest).
 
Section 3.07 Agreements. The rights of all Members and the terms of all Interests are subject to the provisions of this Agreement.
 
ARTICLE IV – REGISTRATION AND TRANSFER OF INTERESTS
 
Section 4.01 Maintenance of a Register. Subject to the restrictions on Transfer and ownership limitations contained below:
 
(a) The Company shall keep or cause to be kept on behalf of the Company a register that will set forth the Record Holders of each of the Interests and information regarding the Transfer of each of the Interests. The Managing Member is hereby initially appointed as registrar and transfer agent of the Interests, provided that the Managing Member may appoint such third-party registrar and transfer agent as it determines appropriate in its sole discretion, for the purpose of registering Interests and Transfers of such Interests as herein provided.
 
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(b) Upon acceptance by the Managing Member of the Transfer of any Interest, each transferee of an Interest (i) shall be admitted to the Company as a Substitute Economic Member with respect to the Interests so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement by completing a Form of Adherence to the reasonable satisfaction of the Managing Member in accordance with Section 4.02(g)(ii), (iii) shall become the Record Holder of the Interests so transferred, (iv) grants powers of attorney to the Managing Member and any Liquidator of the Company and each of their authorized officers and attorneys in fact, as the case may be, as specified herein and (v) makes the consents and waivers contained in this Agreement. The Transfer of any Interests and the admission of any new Economic Member shall not constitute an amendment to this Agreement, and no amendment to this Agreement shall be required for the admission of new Economic Members.
 
(c) Provided that the National Securities Exchange, ATS or over-the-counter market on which such Interests are listed for trading, if any, require from Substitute Economic Members such representations and agreements as required by the Managing Member in paragraph (b), nothing contained in this Agreement shall preclude the settlement of any such transactions involving Interests and admission of such Substitute Economic Member.
 
Section 4.02 Ownership Limitations.
 
(a) No Transfer of any Economic Member’s Interest, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Economic Member, unless the written consent of the Managing Member has been obtained, which consent may be withheld in its sole and absolute discretion as further described in this Section 4.02. In the event of any Transfer, all of the conditions of the remainder of this Section 4.02 must also be satisfied. Notwithstanding the foregoing but subject to Section 3.05, assignment of the economic benefits of ownership of Interests may be made without the Managing Member’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law.
 
(b) No Transfer of any Economic Member’s Interests, whether voluntary or involuntary, shall be valid or effective unless the Managing Member determines, after consultation with legal counsel acting for the Company that such Transfer will not, unless waived by the Managing Member:
 
(i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of Interests, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act, unless such Interests have been registered under the Exchange Act or the Company is otherwise an Exchange Act reporting company; provided that such limitations may be waived by the Managing Member in its sole discretion;
 
(ii) cause all or any portion of the Assets to constitute plan assets for purposes of ERISA;
 
(iii) adversely affect the Company, or subject the Company, the Managing Member or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company or subject the Company, the Managing Member or any of their respective Affiliates to any tax to which it would not otherwise be subject;
 
(iv) require registration of the Company or any Interests under any securities laws of the United States of America, any state thereof or any other jurisdiction; or
 
(v) violate or be inconsistent with any representation or warranty made by the transferring Economic Member.
 
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(c) The transferring Economic Member, or such Economic Member’s legal representative, shall give the Managing Member prior written notice before making any voluntary Transfer and written notice within thirty (30) days after any involuntary Transfer (unless such notice period is otherwise waived by the Managing Member), and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in Section 4.02(b) above. If a Transfer occurs by reason of the death of an Economic Member or assignee, the notice may be given by the duly authorized representative of the estate of the Economic Member or assignee. The notice must be supported by proof of legal authority and valid assignment in form and substance acceptable to the Managing Member.
 
(d) In the event any Transfer permitted by this Section 4.02 shall result in beneficial ownership by multiple Persons of any Economic Member’s interest in the Company, the Managing Member may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as an Economic Member had pursuant to the provisions of this Agreement.
 
(e) A transferee shall be entitled to any future distributions attributable to the Interests transferred to such transferee and to transfer such Interests in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of an Economic Member as a result of such Transfer until such transferee becomes a Substitute Economic Member.
 
(f) The Company shall incur no liability for distributions made in good faith to the transferring Economic Member until a written instrument of Transfer has been received by the Company and recorded on its books and the effective date of Transfer has passed.
 
(g) Any other provision of this Agreement to the contrary notwithstanding, any Substitute Economic Member shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 4.02, the Managing Member may require, in its sole discretion:
 
(i) the transferring Economic Member and each transferee to execute one or more deeds or other instruments of Transfer in a form satisfactory to the Managing Member;
 
(ii) each transferee to acknowledge its assumption (in whole or, if the Transfer is in respect of part only, in the proportionate part) of the obligations of the transferring Economic Member by executing a Form of Adherence (or any other equivalent instrument as determined by the Managing Member);
 
(iii) each transferee to provide all the information required by the Managing Member to satisfy itself as to anti-money laundering, counter-terrorist financing and sanctions compliance matters; and
 
(iv) payment by the transferring Economic Member, in full, of the costs and expenses referred to in Section 4.02(h), and no Transfer shall be completed or recorded in the books of the Company, and no proposed Substitute Economic Member shall be admitted to the Company as an Economic Member, unless and until each of these requirements has been satisfied or, at the sole discretion of the Managing Member, waived.
 
(h) The transferring Economic Member shall bear all costs and expenses arising in connection with any proposed Transfer, whether or not the Transfer proceeds to completion, including any legal fees incurred by the Company or any broker or dealer, any costs or expenses in connection with any opinion of counsel, and any transfer taxes and filing fees.
 
Section 4.03 Transfer of Interests and Obligations of the Managing Member.
 
(a) The Managing Member may Transfer all Interests acquired by the Managing Member (including all Interests acquired by the Managing Member in the Initial Offering) at any time and from time to time following the closing of the Initial Offering.
 
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(b) The Economic Members hereby authorize the Managing Member to assign its rights, obligations and title as Managing Member to an Affiliate of the Managing Member without the prior consent of any other Person, and, in connection with such transfer, designate such Affiliate of the Managing Member as a successor Managing Member, provided that the Managing Member shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members or by press release or the filing of a report with the SEC disclosing such change.
 
(c) Except as set forth in Section 4.03(b) above, in the event of the resignation of the Managing Member of its rights, obligations and title as Managing Member, the Managing Member shall nominate a successor Managing Member and the vote of a majority of the Voting Interests held by Economic Members shall be required to elect such successor Managing Member. The Managing Member shall continue to serve as the Managing Member of the Company until such date as a successor Managing Member is elected pursuant to the terms of this Section 4.03(c).
 
Section 4.04 Remedies for Breach. If the Managing Member shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of this Article IV, the Managing Member shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem Interests, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event.
 
ARTICLE V – MANAGEMENT AND OPERATION OF THE COMPANY
 
Section 5.01 Power and Authority of Managing Member. Except as explicitly set forth in this Agreement, the Managing Member, as appointed pursuant to Section 3.01(g) of this Agreement, shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.05 and to effectuate the purposes set forth in Section 2.04, in each case without the consent of the Economic Members, including, but not limited to, the following:
 
(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of the Company indebtedness that is convertible into Interests, and the incurring of any other obligations;
 
(b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the SEC), and the making of any tax elections;
 
(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the Assets or the merger or other combination of the Company with or into, or acquisition by, another Person; for the avoidance of doubt, any action taken by the Managing Member pursuant to this sub-paragraph shall not require the consent of the Economic Members;
 
(d) the use of the Assets (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company;
 
(e) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular Assets);
 
(f) the declaration and payment of distributions of Free Cash Flows or other assets to Members;
 
(g) the election and removal of Officers of the Company;
 
(h) the appointment of the Asset Manager in accordance with the terms of this Agreement;
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(i) the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons;
 
(j) the solicitation of proxies from holders of Voting Interests issued on or after the date of this Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under this Agreement;
 
(k) the maintenance of insurance for the benefit of the Company and the Indemnified Persons and the reinvestment by the Managing Member, in its sole discretion, of any proceeds received by the Company from an insurance claim in replacement Assets which are substantially similar to that which comprised the Assets prior to the event giving rise to such insurance payment;
 
(l) the creation and implementation of asset maintenance and care policies for the Assets and compliance with such maintenance policies, including, if applicable, the engagement of third-party independent contractors for the care, custody, maintenance and management of the Assets;
 
(m) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;
 
(n) the placement of any Free Cash Flow funds in deposit accounts in the name of the Company or of a custodian for the account of the Company, or to invest those Free Cash Flow funds in any other investments for the account of the Company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Company or making distributions or other payments to the Members (as the case may be);
 
(o) the control of any matters affecting the rights and obligations of the Company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes;
 
(p) the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law;
 
(q) the giving of consent of or voting by the Company in respect of any securities that may be owned by the Company;
 
(r) the waiver of any condition or other matter by the Company;
 
(s) the entering into of listing agreements with any National Securities Exchange, ATS or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market;
 
(t) the issuance, sale or other disposition, and the purchase or other acquisition, of Interests or options, rights or warrants relating to Interests;
 
(u) the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders);
 
(v) the execution and delivery of agreements with Affiliates of the Company or other Persons to render services to the Company;
 
(w) the selection of an auditor for the Company;
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(x) the selection of any transfer agent or depositor for any securities of the Company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions; and
 
(y) unless otherwise provided in this Agreement, the calling of a vote of the Economic Members as to any matter to be voted on by all Economic Members.
 
The authority and functions of the Managing Member, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL in addition to the powers that now or hereafter can be granted to managers under the Delaware Act. No Economic Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company.
 
Section 5.02 Determinations by the Managing Member. In furtherance of the authority granted to the Managing Member pursuant to Section 5.01, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and every holder of Interests:
 
(a) the amount of Free Cash Flow of the Company for any period and the amount of assets at any time legally available for the payment of distributions on Interests;
 
(b) the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged);
 
(c) any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of Interests;
 
(d) the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Company or of any Interests;
 
(e) the number of Interests;
 
(f) any matter relating to the acquisition, holding and disposition of any assets by the Company;
 
(g) the evaluation of any competing interests among the Company and the resolution of any conflicts of interests among the Company;
 
(h) each of the matters set forth in Section 5.01(a) through Section 5.01(y); or
 
(i) any other matter relating to the business and affairs of the Company or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.
 
Section 5.03 Delegation. The Managing Member may delegate to any Person or Persons any of the powers and authority vested in it hereunder, and may engage such Person or Persons to provide administrative, compliance, technological and accounting services to the Company, on such terms and conditions as it may consider appropriate.
  
Section 5.04 Exculpation, Indemnification, Advances and Insurance.
 
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(a) Subject to other applicable provisions of this Article V including Section 5.06, the Indemnified Persons shall not be liable to the Company for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company, this Agreement or any investment made or held by the Company, including with respect to any acts or omissions made while serving at the request of the Company as an officer, director, member, partner, fiduciary or trustee of another Person, other than such acts or omissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or this Agreement, or any investment made or held by the Company, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company under Delaware law, an Officer of the Company or an officer, director, member, partner, fiduciary or trustee of another Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company (including any indebtedness which the Company has assumed or taken subject to), and the Managing Member or the Officers are hereby authorized and empowered, on behalf of the Company, to enter into one or more indemnity agreements consistent with the provisions of this Section 5.04(a) in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 5.04(a) that the Company indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s fraud, willful misconduct or gross negligence.
 
(b) The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, including Section 5.06, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to the maximum extent permitted by law.
 
(c) To the extent that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such Indemnified Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection therewith.
 
(d) Any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 5.04(a). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 5.04(a). Neither a contrary determination in the specific case under Section 5.04(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5.04(d) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.
 
(e) To the fullest extent permitted by law, expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may, at the option of the Managing Member, be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company as authorized in this Section 5.04.
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(f) The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.04 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement, vote of Members or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company that indemnification of the persons specified in Section 5.04(a) shall be made to the fullest extent permitted by law. The provisions of this Section 5.04(f) shall not be deemed to preclude the indemnification of any person who is not specified in Section 5.04(a) but whom the Company has the power or obligation to indemnify under the provisions of the Delaware Act.
 
(g) The Company may, but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 5.04 against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person’s status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section 5.04.
 
(h) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.04 shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification under this Section 5.04.
 
(i) The Company may, to the extent authorized from time to time by the Managing Member, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company.
 
(j) If this Section 5.04 or any portion of this Section 5.04 shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify each Indemnified Person as to expenses (including attorney’s fees), judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 5.04 that shall not have been invalidated.
 
(k) Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel, accountants, and other experts, and any act or omission by such Person on behalf of the Company in furtherance of the interests of the Company in good faith in reliance upon, and in accordance with, the advice of such legal counsel, accountants or other experts will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions; provided that such legal counsel, accountants, or other experts were selected with reasonable care by or on behalf of such Indemnified Person.
 
(l) An Indemnified Person shall not be denied indemnification in whole or in part under this Section 5.04 because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
 
(m) Any liabilities which an Indemnified Person incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 5.04, to the maximum extent permitted by law.
 
(n) The Managing Member shall, in the performance of its duties, be fully protected in relying in good faith upon the records of the Company and on such information, opinions, reports or statements presented to the Company by any of the Officers or employees of the Company, or by any other Person as to matters the Managing Member reasonably believes are within such other Person’s professional or expert competence.
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(o) Any amendment, modification or repeal of this Section 5.04 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of or other rights of any indemnitee under this Section 5.04 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such amendment, modification or repeal.
 
Section 5.05 Duties of Officers.
 
(a) Except as set forth in Section 5.04 and Section 5.06, as otherwise expressly provided in this Agreement or required by the Delaware Act, (i) the duties and obligations owed to the Company by the Officers shall be the same as the duties and obligations owed to a corporation organized under DGCL by its officers, and (ii) the duties and obligations owed to the Members by the Officers shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers.
 
(b) The Managing Member shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it thereunder either directly or by or through the duly authorized Officers of the Company, and the Managing Member shall not be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the Managing Member in good faith.
 
Section 5.06 Standards of Conduct and Modification of Duties of the Managing Member. Notwithstanding anything to the contrary herein or under any applicable law, including, without limitation, Section 18-1101(c) of the Delaware Act, the Managing Member, in exercising its rights hereunder in its capacity as the managing member of the Company, shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company or any Economic Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. The Managing Member shall not have any duty (including any fiduciary duty) to the Company, the Economic Members or any other Person, including any fiduciary duty associated with self-dealing or corporate opportunities, all of which are hereby expressly waived. This Section 5.06 shall not in any way reduce or otherwise limit the specific obligations of the Managing Member expressly provided in this Agreement or in any other agreement with the Company.
 
Section 5.07 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company shall be entitled to assume that the Managing Member and any Officer of the Company has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company and to enter into any contracts on behalf of the Company, and such Person shall be entitled to deal with the Managing Member or any Officer as if it were the Company’s sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Managing Member or any Officer in connection with any such dealing. In no event shall any Person dealing with the Managing Member or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company by the Managing Member or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement were in full force and effect; (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company; and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company.
 
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Section 5.08 Certain Conflicts of Interest. In the event of a Conflict of Interest, the Managing Member may establish an advisory board comprised of members of the Managing Member’s expert network and external advisors. The resolution of any Conflict of Interest approved by such advisory board shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise.
  
Section 5.09 Appointment of the Asset Manager. The Managing Member exercises ultimate authority over the Assets. Pursuant to Section 5.03, the Managing Member has the right to delegate its responsibilities under this Agreement in respect of the management of the Assets. The Managing Member has agreed on behalf of the Company to appoint the Asset Manager to manage the Assets on a discretionary basis, and to exercise, to the exclusion of the Managing Member (but under the supervision and authority of the Managing Member), all the powers, rights and discretions conferred on the Managing Member in respect of the Assets and, the Managing Member, on behalf of the Company, will enter into an Asset Management Agreement pursuant to which the Asset Manager is formally appointed to manage the Assets and provide certain administrative services and assume certain costs and expenses. The consideration payable to the Asset Manager will be as set forth in the Asset Management Agreement.
 
ARTICLE VI – DISTRIBUTIONS
 
Section 6.01 Application of Cash. Subject to Section 6.03 and Article X, any Free Cash Flows after the creation of such reserves as the Managing Member deems necessary and after withholding any amounts required for federal, state and/or local corporate taxes, in its sole discretion, shall be applied and distributed as follows:
 
(a) 95% to the Members (pro rata to their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates if the Managing Member or any Affiliates acquired or received Interests); and
 
(b) 5% to the Asset Manager (which amount may be waived by the Asset Manager in its sole discretion).
 
Section 6.02 Application of Amounts upon Liquidation. Subject to Section 6.03 and Article X, any amounts available for distribution following the liquidation, net of any taxes, fees, costs and liabilities (as determined by the Managing Member in its sole discretion), shall be applied and distributed as follows:
 
(a) First, 100% to the Members (pro rata to their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates if the Managing Member or any Affiliates acquired or received Interests) until the Members have received back 100% of their Capital Contribution; and
 
(b) Second, 10% to the Managing Member (which amount may be waived by the Managing Member in its sole discretion) and 90% to the Members (pro rata to their Interests and which, for the avoidance of doubt, may include the Managing Member and its Affiliates if the Managing Member or any Affiliates acquired or received Interests).
 
Section 6.03 Timing of Distributions.
 
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(a) Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, the Managing Member shall pay distributions to the Members pursuant to Section 6.01, at such times as the Managing Member shall reasonably determine, and pursuant to Section 6.02, as soon as reasonably practicable after the relevant amounts have been received by the Company; provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section 6.03 (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Managing Member, would or might leave the Company with insufficient funds to meet any future contemplated obligations or contingencies including to meet any tax obligations (and the Managing Member is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company having unreasonably small capital for the Company to continue its business as a going concern. Distributions shall be paid to the holders of the Interests on an equal per-Interest basis as of the Record Date selected by the Managing Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in the Company if such distribution would violate the Delaware Act or other applicable law.
 
(b) Notwithstanding Section 6.02 and Section 6.03(a), in the event of the termination and liquidation of the Company, all distributions shall be made in accordance with, and subject to the terms and conditions of, Article X.
 
(c) Each distribution in respect of any Interests shall be paid by the Company, directly or through any other Person or agent, only to the Record Holder of such Interests as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Company’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
 
Section 6.04 Distributions in Kind. Distributions in kind of the entire or part of the Assets to Members are prohibited; provided, however, that in the case of Assets that are securities in another Person, distributions in kind of the entire or part of an Asset to Members are not prohibited.
 
ARTICLE VII – BOOKS, RECORDS, ACCOUNTING AND REPORTS
 
Section 7.01 Records and Accounting.
 
(a) The Managing Member shall keep or cause to be kept at the principal office of the Company or such other place as determined by the Managing Member appropriate books and records with respect to the business of the Company, including all books and records necessary to provide to the Economic Members any information required to be provided pursuant to this Agreement or applicable law. Any books and records maintained by or on behalf of the Company in the regular course of its business, including the record of the Members, books of account and records of Company proceedings, may be kept in such electronic form as may be determined by the Managing Member; provided that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for tax and financial reporting purposes, on an accrual basis in accordance with U.S. GAAP, unless otherwise required by applicable law or other regulatory disclosure requirement.
 
(b) Each Member shall have the right, upon reasonable demand for any purpose reasonably related to the Member’s Interest as a member of the Company (as reasonably determined by the Managing Member) to such information pertaining to the Company, as provided in Section 18-305 of the Delaware Act; provided that prior to such Member having the ability to access such information, the Managing Member shall be permitted to require such Member to enter into a confidentiality agreement in form and substance reasonably acceptable to the Managing Member.
 
(c) Within 120 calendar days after the end of the fiscal year and 90 calendar days after the end of the semi-annual reporting date, the Managing Member shall use its commercially reasonable efforts to make available via an online platform, including, without limitation, any platform maintained by the SEC:
f
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(i) financial statements of the Company prepared in accordance with U.S. GAAP, which includes a balance sheet, profit and loss statement and a cash flow statement; and
 
(ii) confirmation of the number of Outstanding Interests as of the end of the most recent fiscal year; provided that, notwithstanding the foregoing, if the Company is required to disclose financial information pursuant to the Securities Act or the Exchange Act (including, without limitation, periodic reports under the Exchange Act or under Rule 257 under Regulation A of the Securities Act), then compliance with such provisions shall be deemed compliance with this Section 7.01(c) and no further or earlier financial reports shall be required to be provided to the Economic Members with such reporting requirement.
 
Section 7.02 Fiscal Year. The fiscal year for tax and financial reporting purposes of the Company shall be a calendar year ending December 31, unless otherwise required by the Code.
 
ARTICLE VIII – TAX MATTERS
 
The Company intends to make an election on IRS Form 8832 for the Company to be treated as an association taxable as a corporation under Subchapter C of the Code and not as a partnership under Subchapter K of the Code.
 
ARTICLE IX – REMOVAL OF THE MANAGING MEMBER
 
Economic Members acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if the Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with the Company and which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Managing Member of the Company in accordance with this Article IX; and (ii) if the Managing Member is so removed, by a plurality, appoint a replacement Managing Member or the liquidation and dissolution and termination the Company in accordance with Article X. If the Managing Member fails to call a meeting as required by this Article IX, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 7.01(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If the Managing Member and the Asset Manager shall be the same Person or controlled Affiliates, then the Managing Member’s appointment as Asset Manager shall concurrently automatically terminate. Prior to its admission as a Managing Member, any replacement Managing Member shall acquire the Interests held by the departing Managing Member for fair market value and in cash immediately payable on the Transfer of such Interests and appoint a replacement Asset Manager on the same terms and conditions set forth herein and in the Asset Management Agreement.
 
ARTICLE X – DISSOLUTION, TERMINATION AND LIQUIDATION
 
Section 10.01 Dissolution and Termination.
 
(a) The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer. The Company shall dissolve, and its affairs shall be wound up, upon:
 
(i) an election to dissolve the Company by the Managing Member;
 
(ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company (which shall include the obsolescence of the Assets) and the subsequent election to dissolve the Company by the Managing Member;
 
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(iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act;
 
(iv) at any time that there are no Members, unless the business of the Company is continued in accordance with the Delaware Act; or
 
(v) a vote by the Economic Members holding Voting Interests to dissolve the Company following the for-cause removal of the Managing Member in accordance with Article IX.
  
(b) The dissolution of the Company pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.
 
Section 10.02 Liquidator. Upon dissolution of the Company, the Managing Member shall select one or more Persons (which may be the Managing Member) to act as Liquidator. In the case of a dissolution of the Company, (a) the Liquidator shall be entitled to receive compensation for its services as Liquidator, (b) the Liquidator shall agree not to resign at any time without 15 days prior notice to the Managing Member and may be removed at any time by the Managing Member and (c) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Managing Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article X, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein.
 
Section 10.03 Liquidation of the Company. In connection with the liquidation of the Company as a result of the dissolution of the Company, the Liquidator shall proceed to dispose of the Assets, discharge its liabilities and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 18-804 of the Delaware Act and the following:
 
(a) Subject to Section 7.04 and Section 10.03(c), the Assets may be disposed of by distribution to Members or public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members.
 
(b) Liabilities of the Company include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 10.02) as well as any and any other amounts owed to Members otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of Free Cash Flows or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.
 
(c) All property and all Free Cash Flows in excess of that required to discharge liabilities as provided in Section 10.03(b) shall be distributed to the holders of the Interests on an equal per-Interest basis.
 
Section 10.04 Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of all Free Cash Flows and property (other than the reservation of amounts for payments in respect of the satisfaction of liabilities of the Company), the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken by the Liquidator or the Managing Member, as applicable.
 
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Section 10.05 Return of Contributions. None of any Member, the Managing Member or any Officer of the Company or any of their respective Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company to enable it to effectuate, the return of the Capital Contributions of the Economic Members, or any portion thereof, it being expressly understood that any such return shall be made solely from Assets.
 
Section 10.06 Waiver of Partition. To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company or Assets.
 
ARTICLE XI – AMENDMENT OF AGREEMENT
 
Section 11.01 General. Except as provided in Section 11.02, the Managing Member may amend any of the terms of this Agreement as it determines in its sole discretion and without the consent of any of the Economic Members. Without limiting the foregoing, the Managing Member, without the approval of any Economic Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
 
(a) a change that the Managing Member determines to be necessary or appropriate in connection with any action taken or to be taken by the Managing Member pursuant to the authority granted in Article V hereof;
 
(b) a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;
 
(c) the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;
 
(d) a change that the Managing Member determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state;
 
(e) a change that the Managing Member determines to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act);
 
(f) a change that the Managing Member determines to be necessary, desirable or appropriate to facilitate the trading of the Interests (including, without limitation, the division of any class or classes or Outstanding Interests into different classes to facilitate uniformity of tax consequences) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange, ATS or over-the-counter market on which Interests are or will be listed for trading, compliance with any of which the Managing Member deems to be in the best interests of the Company and the Members;
 
(g) a change that is required to effect the intent expressed in any Offering Document or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;
 
(h) a change in the fiscal year or taxable year of the Company and any other changes that the Managing Member determines to be necessary or appropriate;
 
(i) an amendment that the Managing Member determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company, the Managing Member, any Officers or any trustees or agents of the Company from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act or plan asset regulations adopted under ERISA, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;
 
(j) an amendment that the Managing Member determines to be necessary or appropriate in connection with the authorization, establishment, creation or issuance of any class Interests pursuant to Section 3.03 and the admission of Additional Economic Members;
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(k) any other amendment other than an amendment expressly requiring consent of the Economic Members as set forth in Section 11.02; and
 
(l) any other amendments substantially similar to the foregoing.
 
Section 11.02 Certain Amendment Requirements. Notwithstanding the provisions of Section 11.01, no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the Outstanding Interests, that:
 
(a) decreases the percentage of Outstanding Interests required to take any action hereunder;
 
(b) materially adversely affects the rights of any of the Economic Members;
 
(c) modifies Section 10.01(a) or gives any Person the right to dissolve the Company; or
 
(d) modifies the term of the Company.
 
Section 11.03 Amendment Approval Process. If the Managing Member desires to amend any provision of this Agreement other than as permitted by Section 11.01, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then call a meeting of the Members entitled to vote in respect thereof for the consideration of such amendment. Amendments to this Agreement may be proposed only by or with the consent of the Managing Member. Such meeting shall be called and held upon notice in accordance with Article XII of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Managing Member shall deem advisable. At the meeting, a vote of Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by the affirmative vote of the holders of not less than a majority of the Voting Interests then Outstanding, voting together as a single class, unless a greater percentage is required under this Agreement or by Delaware law. The Company shall deliver to each Member prompt notice of the adoption of every amendment made to this Agreement pursuant to this Article XI.
 
ARTICLE XII – MEMBER MEETINGS
 
Section 12.01 Meetings. The Company shall not be required to hold an annual meeting of the Members. The Managing Member may, whenever it thinks fit, convene meetings of the Company. The non-receipt by any Member of a notice convening a meeting shall not invalidate the proceedings at that meeting.
 
Section 12.02 Quorum. No business shall be transacted at any meeting unless a quorum of Members is present at the time when the meeting proceeds to business. In respect of meetings of the Company, Members holding a majority of Voting Interests present in person or by proxy shall be a quorum. In the event a meeting is not quorate, the Managing Member may adjourn or cancel the meeting, as it determines in its sole discretion.
 
Section 12.03 Chairman. Any designee of the Managing Member shall preside as chairman of any meeting of the Company.
 
Section 12.04 Voting Rights. Subject to the provisions of any Interests then Outstanding, the Members shall be entitled to vote only on those matters provided for under the terms of this Agreement.
 
Section 12.05 Extraordinary Actions. Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Voting Interests entitled to cast a majority of all the votes entitled to be cast on the matter. 
 
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Section 12.06 Managing Member Approval. Other than as provided for in Article IX, the submission of any action of the Company to Members for their consideration shall first be approved by the Managing Member.
 
Section 12.07 Action By Members without a Meeting. Any action required or permitted to be taken by the holders of Interests may be taken without a meeting by the written consent of such holders or Members entitled to cast a sufficient number of votes to approve the matter as required by statute or this Agreement, as the case may be.
 
Section 12.08 Managing Member. Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.
 
ARTICLE XIII – CONFIDENTIALITY
 
Section 13.01 Confidentiality Obligations. All information contained in the accounts and reports prepared in accordance with Article VII and any other information disclosed to an Economic Member under or in connection with this Agreement is confidential and non-public and each Economic Member undertakes to treat that information as confidential information and to hold that information in confidence. No Economic Member shall, and each Economic Member shall ensure that every person connected with or associated with that Economic Member shall not, disclose to any Person or use to the detriment of the Company, any Economic Member or any Assets any confidential information which may have come to its knowledge concerning the affairs of the Company, any Economic Member, any Assets or any potential assets, and each Economic Member shall use any such confidential information exclusively for the purposes of monitoring and evaluating its investment in the Company. This Section 13.01 is subject to Section 13.02 and Section 13.03.
 
Section 13.02 Exempted information. The obligations set out in Section 13.01 shall not apply to any information which:
 
(a) is public knowledge and readily publicly accessible as of the date of such disclosure;
 
(b) becomes public knowledge and readily publicly accessible, other than as a result of a breach of this Article XIII; or
 
(c) has been publicly filed with the SEC.
 
Section 13.03 Permitted Disclosures. The restrictions on disclosing confidential information set out in Section 13.01 shall not apply to the disclosure of confidential information by an Economic Member:
 
(a) to any person, with the prior written consent of the Managing Member (which may be given or withheld in the Managing Members sole discretion);
 
(b) if required by law, rule or regulation applicable to the Economic Member (including, without limitation, disclosure of the tax treatment or consequences thereof), or by any Governmental Entity having jurisdiction over the Economic Member, or if requested by any Governmental Entity having jurisdiction over the Economic Member, but in each case only if the Economic Member (unless restricted by any relevant law or Governmental Entity): (i) provides the Managing Member with reasonable advance notice of any such required disclosure; (ii) consults with the Managing Member prior to making any disclosure, including in respect of the reasons for and content of the required disclosure; and (iii) takes all reasonable steps permitted by law that are requested by the Managing Member to prevent the disclosure of confidential information (including (a) using reasonable endeavors to oppose and prevent the requested disclosure and (b) returning to the Managing Member any confidential information held by the Economic Member or any person to whom the Economic Member has disclosed that confidential information in accordance with this Section 13.03(b)); or
 
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(c) to its trustees, officers, directors, employees, legal advisers, accountants, investment managers, investment advisers and other professional consultants who would customarily have access to such information in the normal course of performing their duties, but subject to the condition that each such person is bound either by professional duties of confidentiality or by an obligation of confidentiality in respect of the use and dissemination of the information no less onerous than this Article XIII.
 
ARTICLE XIV – GENERAL PROVISIONS
 
Section 14.01 Addresses and Notices.
 
(a) Any notice to be served in connection with this Agreement shall be served in writing (which, for the avoidance of doubt, shall include e-mail) and any notice or other correspondence under or in connection with this Agreement shall be delivered to the relevant party at the address given in this Agreement (or, in the case of an Economic Member, in its Form of Adherence) or to such other address as may be notified in writing for the purposes of this Agreement to the party serving the document and that appears in the books and records of the Company. The Company intends to make transmissions by electronic means to ensure prompt receipt and may also publish notices or reports on a secure electronic application to which all Members have access (including, without limitation, the Public.com platform or any successor thereto), and any such publication shall constitute a valid method of serving notices under this Agreement.
 
(b) Any notice or correspondence shall be deemed to have been served as follows:
 
(i) in the case of hand delivery, on the date of delivery if delivered before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following delivery;
 
(ii) in the case of service by U.S. registered mail, on the third Business Day after the day on which it was posted;
 
(iii) in the case of email (subject to oral or electronic confirmation of receipt of the email in its entirety), on the date of transmission if transmitted before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following transmission; and
 
(iv) in the case of notices published on an electronic application, on the date of publication if published before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following publication.
 
(c) In proving service (other than service by e-mail), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed.
 
(d) Any notice to the Company shall be deemed given if received by any member of the Managing Member at the principal office of the Company designated pursuant to Section 2.03. The Managing Member and the Officers may rely and shall be protected in relying on any notice or other document from an Economic Member or other Person if believed by it to be genuine.
 
Section 14.02 Further Action. The parties to this Agreement shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.
 
Section 14.03 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.
 
Section 14.04 Integration. This Agreement, together with the applicable Form of Adherence, Intercompany Agreement and Asset Management Agreement, constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
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Section 14.05 Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.
 
Section 14.06 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.
 
Section 14.07 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto (which signature may be provided electronically) or, in the case of a Person acquiring an Interest, upon acceptance of its Form of Adherence.
 
Section 14.08 Applicable Law and Jurisdiction.
 
(a) This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act.
 
(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 14.01 will be deemed effective service of process on such party.
 
(c) EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBER’S INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.
 
Section 14.09 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
 
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Section 14.10 Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.
 
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
 
     
 
MANAGING MEMBER:
     
 
Otis Wealth, Inc.
     
 
By:
 /s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
President, Secretary, Treasurer & Sole Director
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Exhibit A
 
Form of Vote Limit Certificate 
 
I, as [an authorized officer of] the Member of Public Shrek Royalties LLC (the “Company”) the name of which appears below, hereby irrevocably designate, effective as of the date set forth below, such Member that owns more than 10% of the Outstanding Interests, excluding Outstanding Interests held by the Managing Member, as a Vote Limited Member (the “Designated Vote Limited Member”) for all purposes of the Limited Liability Company Agreement, dated April 12, 2022, of the Company. Terms used but not defined herein shall have the meanings ascribed to them in the Operating Agreement.
 
I hereby certify, acknowledge and agree that, irrespective of the actual number of Interests beneficially owned by the Designated Vote Limited Member (including Interests beneficially owned by such Designated Vote Limited Member’s Affiliates), the Designated Vote Limited Member together with its Affiliates shall not be entitled to vote more than the Vote Limit, 10%, on any matter put to a vote of the Company’s Members. I further acknowledge and agree that any Affiliate of the Designated Vote Limited Member shall be deemed to be a Vote Limited Member and shall be subject to the Vote Limit.
 
I hereby agree to notify the Company or the Company’s transfer agent and provide it with any additional information it may reasonably request if any Affiliate of the Designated Vote Limited Member owns any Interests as of the date of this Vote Limit Certificate or acquires any Interests subsequent to the date of this Vote Limit Certificate.
 
I further acknowledge my understanding that the designation as a Vote limited Member is irrevocable.
 
This Vote Limit Certificate shall have no force or effect with respect to any successor, assignee or transferee of the Designated Vote Limited Member’s Interests other than any successor, assignee or transferee that, at the time of such transaction, is an Affiliate of the Designated Vote Limited Member.
 
For the avoidance of doubt, “Affiliate” shall have the meaning ascribed to such term in Rule 405 of the Securities Act.
 
DESIGNATED VOTE LIMITED MEMBER:
 
 
 
By:
 
 
Name:
 
 
Date:
 
 
 
 
ACCEPTED:
 
     
MANAGING MEMBER:
 
   
Otis Wealth, Inc.
 
     
By:
   
Name:
   
Title:
   
 
EX1A-4 SUBS AGMT 5 f1a2022ex4-1_publicshrekroya.htm FORM OF SUBSCRIPTION AGREEMENT FOR INTERESTS
Exhibit 4.1
SUBSCRIPTION AGREEMENT
Definitions:
“Company”
Public Shrek Royalties LLC, a Delaware limited liability company
“Maximum Offering”
88,970 Securities
“Per Security Price”
$10.00 per Security
“Security”
An interest in the Company
 
Subscription Details:
Legal name of purchaser (“Subscriber”)
 
Number of Securities subscribed for:
 
Subscription amount in dollars:
 
 
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING THROUGH THE PLATFORM (AS HEREINAFTER DEFINED) OR THROUGH DALMORE GROUP, LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 5. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
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THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.
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1. Subscription.
(a) Subscriber hereby subscribes for and agrees to purchase, through the platform operated by Public Holdings, Inc. (the “Platform”), the number of Securities at the price set forth on the cover page hereto, upon the terms and conditions set forth herein. The rights of the Securities are as set forth in the Operating Agreement of the Company (the “Operating Agreement”), which is filed as an exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By subscribing to this Offering, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits thereto, and any other information required by Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber becomes a party to the Operating Agreement.
(c) Subscriber’s subscription may be accepted or rejected in whole or in part by the Company at its sole discretion and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without deduction, offset or interest, and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed the Maximum Offering, as provided in the Offering Statement. The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each, a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 6 hereof, which shall remain in force and effect.
2. Joinder to the Operating Agreement. By subscribing to the Offering, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing), and effective upon acceptance of Subscriber’s subscription, hereby joins as a party that is designated as an “Economic Member” under the Operating Agreement, and grants to the Company’s managing member, Otis Wealth, Inc., the power of attorney described therein. Any notice required or permitted to be given to Subscriber under the Operating Agreement shall be given to Subscriber at the address provided with Subscriber’s subscription. Subscriber confirms that Subscriber will be bound by the terms of the Operating Agreement as a party who is designated as an “Economic Member” under the Operating Agreement.
3. Purchase Procedure. The purchase price for the Securities shall be paid simultaneously with Subscriber’s subscribing to the Offering. Subscriber shall deliver payment for the aggregate purchase price of the Securities by the method described on the Platform.
4. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.
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(a) Organization and Standing. The Company is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Operating Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.
(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.
(c) Authority for Agreement. All limited liability company action on the part of the Company necessary for the authorization of this Subscription Agreement, the performance of all obligations of the Company hereunder at a Closing and the authorization, sale, issuance and delivery of the Securities pursuant hereto has been taken or will be taken prior to the applicable Closing Date. The acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
(d) No filings. Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the acceptance, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A under the Securities Act or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.
(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth in the section titled “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal) or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.
(f) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to Issuer” in the Offering Circular.
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(g) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (i) against the Company or (ii) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.
5. Representations and Warranties of Subscriber. By subscribing to this Offering, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of Subscriber’s respective Closing Date(s):
(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to adhere to this Subscription Agreement, the Operating Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful subscription to this Offering and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon subscribing to this Offering, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by general principles of equity that restrict the availability of equitable remedies.
(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.
(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely, and the Company has no obligation to list the Securities on any market or take any steps (including, without limitation, registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.
(d) Accredited Investor Status or Investment Limits. Subscriber represents that either: (i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; or (ii) the purchase price of the Securities (including any fee to be paid by Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of Subscriber’s annual income or net worth. Subscriber represents that, to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice. Subscriber is a “qualified purchaser” as that term is defined in Regulation A under the Securities Act (a “Qualified Purchaser”). Subscriber agrees to promptly provide the Manager, the Broker and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of Subscriber.
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(e) Securityholder information. Within five (5) days after receipt of a request from the Company, Subscriber hereby agrees to provide such information with respect to its status as an “Economic Member” under the Operating Agreement (or potential “Economic Member” under the Operating Agreement) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.
(f) Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that Subscriber’s investment will bear a lower valuation.
(g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address provided with Subscriber’s subscription.
(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.
(i) No Reliance. Subscriber is not relying on the Company, the Manager, the Broker or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Securities, other than with respect to the opinion of legality of legal counsel provided as an exhibit to the Offering Circular, and Subscriber has relied on the advice of, or has consulted with, only its own advisors, if any, whom Subscriber has deemed necessary or appropriate in connection with its purchase of the Securities.
(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Subscriber’s jurisdiction.
6. Survival of Representations and Indemnity. The representations, warranties and covenants made by Subscriber herein shall survive the Termination Date of this Agreement. Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing and/or defending against any false representation or warranty or breach of failure by Subscriber to comply with any covenant or agreement made by Subscriber herein or in any other document furnished by Subscriber to any of the foregoing in connection with this transaction.
7. Governing Law; Jurisdiction; JURY TRIAL WAIVER. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.
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EACH OF SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 8 AND PROVIDED WITH SUBSCRIBER’S SUBSCRIPTION.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE AND INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
8. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third (3rd) day after the posting thereof; or (c) emailed, on the date of such delivery to the address of the respective parties as follows: if to the Company, to 6 Harrison Street, 5th Floor, New York, NY 10013; if to Subscriber, to Subscriber’s address as provided with Subscriber’s subscription; or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice.
9. Miscellaneous.
(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.
(b) This Subscription Agreement is not transferable or assignable by Subscriber.
(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.
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(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.
(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.
(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.
(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.
(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(k) If any recapitalization or other transaction affecting the securities of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.
(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
10. Subscription Procedure. Each Subscriber, by providing its name and subscription amount and following the procedure set forth on the Platform, for example, clicking “accept” (or the equivalent) and/or checking the appropriate box on the Platform (“Online Acceptance”), confirms such Subscriber’s investment through the Platform and confirms such Subscriber’s electronic signature to this Agreement. Subscriber agrees that its electronic signature as provided through Online Acceptance is the legal equivalent of its manual signature on this Agreement, and Online Acceptance establishes such Subscriber’s acceptance of the terms and conditions of this Agreement.
6

EX1A-6 MAT CTRCT 6 f1a2022ex6-1_publicshrekroya.htm BROKER-DEALER AGREEMENT, DATED SEPTEMBER 20, 2022, BETWEEN PUBLIC SHREK ROYALTIE
Exhibit 6.1
 
 
Broker-Dealer Agreement
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Public Shrek Royalties LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of September 20, 2022 (the “Effective Date”):
WHEREAS, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via exemptions from registration with the Securities Exchange Commission (“SEC”);
WHEREAS, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the “Offering”); and
WHEREAS, Client recognizes the benefit of having Dalmore as a broker dealer of record and service provider for investors who participate in the Offering (collectively, the “Investors”).
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Appointment, Term, and Termination.
a.
Services.  Client hereby engages Dalmore to perform the services listed on Exhibit A attached hereto and made a part hereof, in connection with the Offering (the “Services”). Unless otherwise agreed to in writing by the parties, the services to be performed by Dalmore are limited to those Services.
1

 
b.
Term.  The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon thirty (30) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by Client proves to be incorrect at any time in any material respect, or (iii) upon thirty (30) days’ written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. 
 
2.
Compensation. As compensation for the Services, Client’s managing member, Otis Wealth, Inc., a Delaware corporation (the “Manager”), shall pay to Dalmore the following fees:
 
a.
a fee equal to one percent (1%) on the aggregate amount raised by the Client (the “Offering Fee”). The Offering Fee shall only be payable after the Financial Industry Regulatory Authority (“FINRA”) department of Corporate Finance issues a no objection letter (the “No Objection Letter”) for the Offering.
 
b.
a one-time expense fee of five thousand ($5,000) for out-of-pocket expenses incurred by Dalmore (the “Expense Fee”). The Expense Fee is due and payable upon execution of this Agreement. The Expense Fee shall cover expenses anticipated to be incurred by the firm such as FINRA filings and any other expenses incurred by Dalmore in connection with the Offering.  Notwithstanding the foregoing, Dalmore will refund to the Manager any portion of the Expense Fee that remains unused.  
 
c.
A one-time consulting fee of ten thousand ($10,000) (the “Consulting Fee”), due and payable within five (5) days of receipt of the No Objection Letter.
 
3.
Regulatory Compliance
 
a.
Client and all its third-party providers shall at all times (i) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including all fees associated with FINRA filings), in each case that are necessary or appropriate to perform their respective obligations under this Agreement.
2

 
 
FINRA Corporate Filing Fee for this $889,700, best efforts offering will be $633.46 and will be a pass- through fee payable to Dalmore, from the Manager, who will then forward it to FINRA as payment for the filing. Since this Offering involves ongoing filings, Dalmore will invoice the Manager for the FINRA fee due and the $1,000 1-APOS filing fee prior to each filing. This fee is due and payable prior to any submission by Dalmore to FINRA.
 
b.
Client and Dalmore will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.
 
c.
Client and Dalmore agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self Regulatory Organization with respect to this Agreement or the performance of its obligations unless such notification is expressly prohibited by the applicable Governmental Authority.
 
4.
Role of Dalmore. Client acknowledges and agrees that Dalmore’s sole responsibilities in connection with an Offering are set forth on Exhibit A, and that Dalmore is strictly acting in an administrative and compliance capacity as the broker dealer of record, and is not being engaged by the Client to act as an underwriter or placement agent in connection with the Offering. Dalmore will use commercially reasonable efforts to perform the Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity; (ii) does not guarantee the performance of any Investor; (iii) is not soliciting or approaching investors in connection with the Offering, (iv) is not an investment adviser, does not provide investment advice and does not recommend securities transactions, (v) in performing the Services is not making any recommendation as to the appropriateness, suitability, legality, validity or profitability of the Offering, and (vi) does not take any responsibility for any documentation created and used in connection with the Offering except as stated herein.  
 
5.
Indemnification.  Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.  Dalmore shall indemnify and hold Client, its affiliates and their representatives and agents harmless from any and all Losses resulting from or arising out of any Proceedings to the extent they are based upon (a) a breach of this Agreement by Dalmore, or (b) the wrongful acts or omissions of Dalmore.
 
3

 
6.
Confidentiality.  For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform or of any services of Client, (v) security codes, and (vi) all documentation provided by Client or Investor, but shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.  During the term of this Agreement and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any      purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Client acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.
 
7.
Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:
 
If to the Client:
 
Public Shrek Royalties LLC
6 Harrison Street, 5th Floor
New York, NY 10013
Attn: Keith Marshall, President, Secretary, Treasurer & Sole Director of Otis Wealth, Inc.
Tel: 201-479-4408
Email: keith@public.com
 
 
If to Dalmore:
 
4

 
Dalmore Group, LLC 525 Green Place
Woodmere, NY 11598 Attn: Etan Butler, Chairman
Tel: 917-319-3000
Email: etan@dalmorefg.com
 
8.
Miscellaneous.
 
a.
ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITIEE OF FINRA.
 
b.
This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities.
 
c.
This Agreement will be binding upon all successors, assigns or transferees of either party. No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party.
 
d.
Neither party will, without prior written approval of the other party, reference such other party in any advertisement, website, newspaper, publication, periodical or any other communication except where required by law or regulation, and shall keep the contents of this Agreement confidential in accordance with the provisions set forth herein.  
 
5

 
e.
THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES TO THE EXTENT SUCH APPLICATION WOULD CAUSE THE LAWS OF A DIFFERENT STATE TO APPLY. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party
 
f.
If any provision or condition of this Agreement is held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.
 
g.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement.
 
h.
This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
 
[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]
 
6

 
 
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
 
CLIENT: Public Shrek Royalties LLC
 
 
By /s/ Keith Marshall
Name: Keith Marshall
Its: President, Secretary, Treasurer & Sole Director of
Otis Wealth, Inc.
 
 
Dalmore Group, LLC:
 
 
By /s/ Etan Butler
Name: Etan Butler
Its: Chairman
 
7

 
 
 
 
 
 
Exhibit A
 
 
Services:
 
i.
Review Investor information, including KYC (Know Your Customer) data, AML (Anti-Money Laundering), OFAC compliance background checks (it being understood that KYC and AML processes may be provided by a qualified third party);
ii.
Review each Investor’s subscription agreement to confirm such Investor’s participation in the Offering, and provide confirmation of completion of such subscription documents to Client;
iii.
Contact and/or notify the issuer, if needed, to gather additional information or clarification on an Investor;
iv.
Keep Investor information and data confidential and not disclose to any third-party except as required by regulatory agencies or in our performance under this Agreement (e.g. as needed for AML and background checks);
v.
Coordinate with third party providers to ensure adequate review and compliance;
vi.
Provide, or coordinate the provision by a third party, of an “invest now” payment processing mechanism, including connection to a qualified escrow agent; and
vii.
Serve as the broker of record for the Offering.
 
EX1A-6 MAT CTRCT 7 f1a2022ex6-2_publicshrekroya.htm FORM OF ASSIGNMENT OF INTEREST, BETWEEN OTIS WEALTH, INC. AND PUBLIC SHREK ROYAL
Exhibit 6.2
 
ASSIGNMENT OF INTEREST
 
This ASSIGNMENT OF INTEREST (“Assignment”) is dated _____________ and is between Otis Wealth, Inc., a Delaware corporation (“Assignor”), whose address is 6 Harrison St, 5th Flr, New York, NY 10013, and Public Shrek Royalties LLC, a Delaware limited liability company (“Assignee”), whose address is 6 Harrison St, 5th Flr, New York, NY 10013.
 
WHEREAS, Assignor owns certain royalty interests pursuant to the purchase agreements listed below (the “Assigned Interest”) and desires to assign 100% of its interest in the Assigned Interest to Assignee for the consideration set forth below.
 
NOW THEREFORE, Assignor hereby takes the following actions:
 
1. ASSIGNMENT OF INTEREST. Effective as of the date hereof, for consideration of $868,000, Assignor hereby irrevocably and unconditionally assigns, transfers and conveys to Assignee the Assigned Interest and all of Assignor’s rights set forth in the Purchase Agreement, dated August 16, 2022, between Assignor and North Star Media, LLC, attached hereto as Exhibit A.
 
2. REPRESENTATIONS AND WARRANTIES. Assignor hereby represents and warrants to the Assignee that the Assignor is the lawful owner and has good title to the Assigned Interest, free and clear of any liens, claims, encumbrances, security interest or options.
 
3. EFFECTIVE DATE. The Assignment is effective on the date first above written.
 
The parties have executed this Assignment as of the Effective Date.
 
 
Assignor: ______________________________
Otis Wealth, Inc.
Keith Marshall, President
 
 
 
Assignee: ______________________________
Public Shrek Royalties LLC
By: Otis Wealth, Inc., its Managing Member
Keith Marshall, President
 
1

Exhibit A
 
(Attached.)
2

PURCHASE AGREEMENT
 
This purchase agreement is dated as of the date of its full execution and is between [***] ("Seller") whose address is [***] and Otis Wealth, Inc.,a Delaware corporation (“Purchaser”) whose address is 6 Harrison St, 5th Flr, New York, NY 10013.
           The parties agree as follows: 
1.        Assignment.
      1.1   Effective immediately following Seller's receipt of BMI's Q1 2022 royalty payment (expected on or around Aug 19, 2022) ("Effective Date") and in consideration of the sum of U.S. $868,000.00, Seller hereby assigns to Purchaser 25% of Seller's right, title, and interest (which equals 25% of Harry Gregson-Williams's interest), along with a security interest, in the songwriter's share of all public performance royalties attributable to the related Works (“Assigned Royalties”). “Works” are the musical compositions listed in Attachment A.‌
          1.2      This assignment includes the assignment of Seller's rights under the purchase agreement for the Assigned Royalties between Seller (or Seller's predecessor in interest, if applicable) and Harry Gregson-Williams effective July 19, 2021, attached as Attachment B.
         1.3      This assignment includes the right to receive all payments from any source with respect to the Assigned Royalties that have not been received by Seller on or before the Effective Date, and a 25% share of all existing or potential causes of action including, without limitation, those for infringement, underpayment or non-payment of the Assigned Royalties. The assignment includes a security interest in the Assigned Royalties but is not an assignment of ownership or control of the copyright in the Works.
          1.4      Seller shall direct its current royalty distributor, Royalty Exchange (by way of BMI), and any other paying entity (“Distributor”), to pay the Assigned Royalties directly to Purchaser or Purchaser’s administrator. Seller shall promptly execute any document required by any Distributor necessary to assign the Assigned Royalties.
2.        Seller’s Obligations and Statements of Fact.
          2.1     Seller is the sole owner of its interest in the Assigned Royalties and has full authority to enter this agreement and perform its obligations. To Seller's knowledge the Assigned Royalties are free and clear from all encumbrances and the performance of Seller's obligations does not infringe the rights of any third party. No person holds a power of attorney on Seller’s behalf affecting the assigned interest.
       2.2      Seller has not and shall not do anything that would impair Purchaser’s right to receive the Assigned Royalties, including but not limited to terminating Seller's entitlement to receive accountings and corresponding payments from the Distributor or taking an advance.
        2.3      To Seller's knowledge, no one has or may validly claim a reversionary interest in any of the Assigned Royalties prior to the expiration of the copyrights and to Seller’s knowledge no valid adverse claim exists with respect to the Assigned Royalties or any other rights assigned by Seller. Seller is not bound by any action or agreement that would prevent it from performing its obligations and to Seller’s knowledge no third party has any actual or potential claim against Seller or the Assigned Royalties that would in any way impair the rights being assigned to Purchaser.
3

       2.4     To Seller’s knowledge, all material conditions to the assignment have been or shall be upon the Effective Date satisfied including, without limitation, the obtaining of any approval, the giving of any notice, the making of any filing, and the satisfying of any payments or claims of any third party. No third party has a right of first refusal with respect to the Assigned Royalties.
 
        2.5     All taxes accrued or owing through the Effective Date related to the Assigned Royalties, including without limitation any sales or transfer taxes resulting from the transaction, if any, have been or will be paid by Seller.
       2.6      Seller has not and will not enter into any agreement with respect to the Works or the Assigned Royalties that would conflict with the terms of this agreement. Seller has not settled any claim nor waived any right and will not settle any claim or waive any right concerning any of the Assigned Royalties or the Works that would conflict with the terms of this agreement.
3.      Purchaser’s Statement of Fact and Acknowledgment. Purchaser states that it has the full authority to enter and perform its obligations under this agreement. Purchaser acknowledges that Purchaser may not receive payment from the Distributor or other paying entity until after the first accounting period following the Effective Date and may need to rely on Section 4 for any post-Effective Date payments sent to Seller.
4.      Payments or Debits After Assignment. All of the Assigned Royalties paid after the Effective Date, regardless of when earned or when the performances from which such royalties derive occurred, are the sole property of Purchaser. If after the Effective Date any such sums are received by or on behalf of Seller, or if Seller’s Distributor account is debited to recoup an advance, cost, or other encumbrance incurred by Seller and such debit has the effect of reducing the royalty payments otherwise due to Purchaser, Seller shall immediately transmit or cause the recipient to transmit to Purchaser the amount of the sums received or debited. All such sums not transmitted within 15 days after receipt or debit shall accrue interest at the rate of 2% per month.
5.     Additional Documents and Power of Attorney. Upon execution of this agreement and upon any change in the paying entity for the Assigned Royalties, Seller shall promptly, at Purchaser’s request, execute all documents necessary to allow Purchaser to receive the Assigned Royalties (“Assignment Documents”). If Purchaser requests Seller to execute an Assignment Document and Seller fails to execute the document within 14 days after the request, Seller appoints Purchaser, as Seller’s true and lawful attorney, to execute all Assignment Documents in Seller’s name. Purchaser shall deliver to Seller copies of all Assignment Documents executed by Purchaser in the exercise of the power of attorney. The power of attorney granted to Purchaser is limited and specific to Assignment Documents.
6.     Indemnity. Seller shall indemnify Purchaser and Purchaser’s administrator against all losses and liabilities, including reasonable attorneys’ fees, related to any inaccurate statement of fact made by Seller or any alleged breach of or failure by Seller to perform any of Seller’s obligations under this agreement. Purchaser or Purchaser’s administrator shall notify Seller of any claim presented to Purchaser or Purchaser’s administrator by a third party and Seller shall have the right to participate in the defense of any such claim with counsel of Seller’s choosing at Seller’s sole cost and expense.
7.     Notices. Any notice required by this agreement shall be in writing and sent to the address in the introductory clause, or to the email address in this agreement’s electronic signature verification page (if any), unless the party has given a new address to the other party.
8.       Entirety and Amendment. This agreement constitutes the entire understanding of the parties and no amendment will be valid unless it is in writing and signed by both parties.
4

9.       Attorneys’ Fees. If any proceeding is brought for the enforcement of this agreement, or because of a dispute in connection with any of its provisions, the prevailing party is entitled to recover reasonable outside attorneys’ fees and other costs incurred in the proceeding, in addition to any other relief to which it may be entitled.
10.    Binding Upon Successors. This agreement is binding upon and inures to the benefit of the successors, assigns, heirs, executors, and legal representatives of the parties.
11.     Expenses. The parties shall pay all of their own costs and expenses (including legal fees) in performing due diligence and in negotiating and performing their obligations under this agreement.
 
12.      Confidentiality. Except as otherwise required by law, the parties shall not, without the other party's written consent, disclose to any third party any confidential information supplied by the other party in connection with this agreement, except that such confidential information may be disclosed to either party's counsel, accountants and other professionals on a need-to-know basis related to this agreement.
13.      Representation by Legal Counsel. The parties acknowledge that they have had the opportunity to retain legal counsel with respect to this agreement and any choice by either party not to be represented is made independently.
Each party is signing this agreement on the date verified by its electronic signature certificate.
 
By:
[***]
/s/ [***]
[***]
[***]
By:‌
Otis Wealth, Inc.,
/s/ Keith Marshall
Keith Marshall‌
President‌
5

Attachment A
The Works
6

 
SHOW NAME
EPISODE NAME
TITLE NAME
TITLE #
TITLE NAME #
DREAMWORKS SPOOKY STORIES I 2
SCARED SHREKLESS
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
CHAMPION SHREK
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
DELIVERY BOY SHREK
(blank)
DELIVERY BOY SHREK
5662067 DELIVERY BOY SHREK5662067
DELIVERY BOY SHREK MAKING CAMP
(blank)
DELIVERY BOY SHREK MAKING CAMP
5869593 DELIVERY BOY SHREK MAKING CAMP5869593
DONKEY MEETS SHREK
(blank)
DONKEY MEETS SHREK
5849575 DONKEY MEETS SHREK5849575
HIS DAY IS UP FR SHREK
(blank)
HIS DAY IS UP FR SHREK
0 HIS DAY IS UP FR SHREK0
HIS DAY IS UP FR SHREK FOREVER
(blank)
HIS DAY IS UP FR SHREK FOREVER
11727991 HIS DAY IS UP FR SHREK FOREVER11727991
M CONNECTION SHREK 2
(blank)
M CONNECTION SHREK 2
0 M CONNECTION SHREK 20
MAIN EVENT THE FR SHREK FOREVE
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SCARED SHREKLESS
(blank)
SCARED SHREKLESS
0 SCARED SHREKLESS0
SCARED SHREKLESS
(blank)
SCARED SHREKLESS-CUES
0 SCARED SHREKLESS-CUES0
SCARED SHREKLESS
(blank)
SHREK FAIRYTALE THEME FROM SHR
0 SHREK FAIRYTALE THEME FROM SHR0
SCARED SHREKLESS
(blank)
SHREK FAMILY
0 SHREK FAMILY0
SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
0 SHREK FAMILY THEME0
SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SCARED SHREKLESS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SCARED SHREKLESS 2009
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SCARED SHREKLESS SHREK STRASHI
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK
SELINE
SHREK CUES
6617464 SHREK CUES6617464
SHREK
(blank)
ARRIVING AT DULOC
0 ARRIVING AT DULOC0
SHREK
(blank)
ARRIVING AT DULOC
5662080 ARRIVING AT DULOC5662080
SHREK
(blank)
BETTER OUT THAN IN
0 BETTER OUT THAN IN0
SHREK
(blank)
BIG AWAKWARD SILENCE
0 BIG AWAKWARD SILENCE0
SHREK
(blank)
BIG AWKWARD SILENCE
0 BIG AWKWARD SILENCE0
SHREK
(blank)
BIG AWKWARD SILENCE
5662048 BIG AWKWARD SILENCE5662048
SHREK
(blank)
BIG AWKWARD SILENCE
5662048 BIG AWKWARD SILENCE 5662048
SHREK
(blank)
BIG AWKWARD SILENCE 1M7B
0 BIG AWKWARD SILENCE 1M7B0
SHREK
(blank)
BIG CITY ADVENTURE
0 BIG CITY ADVENTURE0
SHREK
(blank)
BIG CITY ADVENTURE
5662051 BIG CITY ADVENTURE5662051
SHREK
(blank)
BIG CITY ADVENTURE 1M10
0 BIG CITY ADVENTURE 1M100
SHREK
(blank)
BKG SHREK
0 BKG SHREK0
SHREK
(blank)
BKG SHREK 1
0 BKG SHREK 10
SHREK
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK
(blank)
BKG SHREK 4
0 BKG SHREK 40
SHREK
(blank)
CASTLE
0 CASTLE0
SHREK
(blank)
CASTLE
5662060 CASTLE5662060
SHREK
(blank)
CASTLE 2M27A
0 CASTLE 2M27A0
SHREK
(blank)
CASTLE THE
0 CASTLE THE0
SHREK
(blank)
CHAMPION SHREK
0 CHAMPION SHREK0
SHREK
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK
(blank)
CHAMPION SHREK 2M22
0 CHAMPION SHREK 2M220
SHREK
(blank)
CONSTELLATIONS
0 CONSTELLATIONS0
SHREK
(blank)
CONSTELLATIONS
5662069 CONSTELLATIONS5662069
SHREK
(blank)
DELIVERY BOY MAKING CAMP
0 DELIVERY BOY MAKING CAMP0
SHREK
(blank)
DELIVERY BOY SHREK
0 DELIVERY BOY SHREK0
SHREK
(blank)
DELIVERY BOY SHREK
5662067 DELIVERY BOY SHREK5662067
SHREK
(blank)
DELIVERY BOY SHREK 3M33
0 DELIVERY BOY SHREK 3M330
SHREK
(blank)
DRAGON
0 DRAGON0
SHREK
(blank)
DRAGON
5662061 DRAGON5662061
SHREK
(blank)
DRAGON 2M27B
0 DRAGON 2M27B0
SHREK
(blank)
EATING ALONE
0 EATING ALONE0
SHREK
(blank)
EATING ALONE
5662049 EATING ALONE5662049
SHREK
(blank)
EATING ALONE
5662049 EATING ALONE 5662049
SHREK
(blank)
ESCAPE FROM THE DRAGON
0 ESCAPE FROM THE DRAGON0
SHREK
(blank)
ESCAPE FROM THE DRAGON
5662065 ESCAPE FROM THE DRAGON5662065
SHREK
(blank)
ESCAPE FROM THE DRAGON
5662065 ESCAPE FROM THE DRAGON 5662065
SHREK
(blank)
FAIRYTALE
0 FAIRYTALE0
SHREK
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK
(blank)
FAIRYTALE
5659968 FAIRYTALE 5659968
SHREK
(blank)
FAIRYTALE DEATHCAMP
0 FAIRYTALE DEATHCAMP0
SHREK
(blank)
FAIRYTALE DEATHCAMP
5662046 FAIRYTALE DEATHCAMP5662046
SHREK
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK
(blank)
FAIRYTALE OPENING
22783846 FAIRYTALE OPENING22783846
SHREK
(blank)
FAIRYTALE OPENING 1M1
0 FAIRYTALE OPENING 1M10
SHREK
(blank)
FAIRYTALE OPENING FROM SHREK
0 FAIRYTALE OPENING FROM SHREK0
SHREK
(blank)
FAIRYTALE THEME
0 FAIRYTALE THEME0
SHREK
(blank)
FAIRYTALE THEME OPENING
0 FAIRYTALE THEME OPENING0
SHREK
(blank)
FARQUAAD FANFARE
0 FARQUAAD FANFARE0
SHREK
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
7

SHREK
(blank)
FARQUAAD FANFARE 4M50
0 FARQUAAD FANFARE 4M500
SHREK
(blank)
FIONA AWAKENS
0 FIONA AWAKENS0
SHREK
(blank)
FIONA AWAKENS
5662062 FIONA AWAKENS5662062
SHREK
(blank)
FIONA AWAKENS 3M28
0 FIONA AWAKENS 3M280
SHREK
(blank)
FIONA HUMMING
0 FIONA HUMMING0
SHREK
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK
(blank)
FIONA HUMMING
5662072 FIONA HUMMING 5662072
SHREK
(blank)
FIONA KICKS ASS
0 FIONA KICKS ASS0
 
SHREK
(blank)
FIONA KICKS ASS
5662073 FIONA KICKS ASS5662073
SHREK
(blank)
FIONA KICKS ASS
5662073 FIONA KICKS ASS 5662073
SHREK
(blank)
FIONA S AN OGRE
0 FIONA S AN OGRE0
 
SHREK
(blank)
FIONA S AN OGRE
5662074 FIONA S AN OGRE5662074
SHREK
(blank)
FIONAS AN OGRE 4M46
0 FIONAS AN OGRE 4M460
SHREK
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK
(blank)
FLYING TALKING DONKEY
5662047 FLYING TALKING DONKEY5662047
SHREK
(blank)
HELMET HAIR
0 HELMET HAIR0
SHREK
(blank)
HELMET HAIR
5662066 HELMET HAIR5662066
SHREK
(blank)
HELMET HAIR
5662066 HELMET HAIR 5662066
SHREK
(blank)
I LL TELL HIM
0 I LL TELL HIM0
SHREK
(blank)
I LL TELL HIM
5662075 I LL TELL HIM5662075
SHREK
(blank)
I OBJECT
0 I OBJECT0
SHREK
(blank)
I OBJECT
5662081 I OBJECT5662081
SHREK
(blank)
I OBJECT
5662081 I OBJECT 5662081
SHREK
(blank)
ILL SHREK
0 ILL SHREK0
SHREK
(blank)
ILL TELL HIM 4M49
0 ILL TELL HIM 4M490
SHREK
(blank)
IS IT YOU HAVE LOVED
0 IS IT YOU HAVE LOVED0
SHREK
(blank)
IS IT YOU I HAVE LOVED THEME
0 IS IT YOU I HAVE LOVED THEME0
SHREK
(blank)
IT IS YOU
0 IT IS YOU0
SHREK
(blank)
IT IS YOU I HAVE LOVED
0 IT IS YOU I HAVE LOVED0
SHREK
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED 5627420
SHREK
(blank)
IT IS YOU I HAVE LOVED SH
0 IT IS YOU I HAVE LOVED SH0
SHREK
(blank)
IT IS YOU I HAVE LOVED THEME C
0 IT IS YOU I HAVE LOVED THEME C0
SHREK
(blank)
MAGIC MINOR
0 MAGIC MINOR0
SHREK
(blank)
MAGIC MIRROR
0 MAGIC MIRROR0
SHREK
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK
(blank)
MAKING CAMP
0 MAKING CAMP0
SHREK
(blank)
MAKING CAMP
5662068 MAKING CAMP5662068
SHREK
(blank)
MARCH OF FARQUAAD
0 MARCH OF FARQUAAD0
SHREK
(blank)
MARCH OF FARQUUAD
0 MARCH OF FARQUUAD0
SHREK
(blank)
MARCH OF FARQUUAD
5662052 MARCH OF FARQUUAD5662052
SHREK
(blank)
MARCH OF FARQUUAD
5662052 MARCH OF FARQUUAD 5662052
SHREK
(blank)
MAROF FARQUAAD 1M11
0 MAROF FARQUAAD 1M110
SHREK
(blank)
NOW KISS ME
0 NOW KISS ME0
SHREK
(blank)
NOW KISS ME
5662082 NOW KISS ME5662082
SHREK
(blank)
NOW KISS ME 5M55D
0 NOW KISS ME 5M55D0
SHREK
(blank)
OGRE HUNTERS
0 OGRE HUNTERS0
SHREK
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK
(blank)
OGRE HUNTERS 1M3
0 OGRE HUNTERS 1M30
SHREK
(blank)
OGRE HUNTERS FAIRYTALE DEATHCA
0 OGRE HUNTERS FAIRYTALE DEATHCA0
SHREK
(blank)
OGRE HUNTERSFAIRYTALE DEATHCAM
0 OGRE HUNTERSFAIRYTALE DEATHCAM0
SHREK
(blank)
ONE OF A KIND KNIGHT
0 ONE OF A KIND KNIGHT0
SHREK
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT 5662063
SHREK
(blank)
ONE OF A KIND KNIGHT SAVING DO
0 ONE OF A KIND KNIGHT SAVING DO0
SHREK
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK
(blank)
ONE OF KIND KNIGHT
0 ONE OF KIND KNIGHT0
SHREK
(blank)
PERFECT KING
0 PERFECT KING0
SHREK
(blank)
PERFECT KING
5662054 PERFECT KING5662054
SHREK
(blank)
PERFECT KING
5662054 PERFECT KING 5662054
SHREK
(blank)
PERFECT KING THE
0 PERFECT KING THE0
SHREK
(blank)
RIDE THE DRAGON
0 RIDE THE DRAGON0
SHREK
(blank)
RIDE THE DRAGON
5662079 RIDE THE DRAGON5662079
SHREK
(blank)
RIDE THE DRAGON
5662079 RIDE THE DRAGON 5662079
SHREK
(blank)
SAVING DONKEY S ASS
0 SAVING DONKEY S ASS0
SHREK
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS 5662064
SHREK
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK
(blank)
SHREK
0 SHREK0
SHREK
(blank)
SHREK
5812859 SHREK5812859
SHREK
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK
(blank)
SHREK CUES
0 SHREK CUES0
SHREK
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK
(blank)
SHREK CUES 01
0 SHREK CUES 010
SHREK
(blank)
SHREK CUES 02
0 SHREK CUES 020
8

SHREK
(blank)
SHREK CUES 03
0 SHREK CUES 030
SHREK
(blank)
SHREK CUES 1
0 SHREK CUES 10
SHREK
(blank)
SHREK CUES 2
0 SHREK CUES 20
SHREK
(blank)
SHREK CUES 3
0 SHREK CUES 30
SHREK
(blank)
SHREK END CREDITS
0 SHREK END CREDITS0
SHREK
(blank)
SHREK FILM
0 SHREK FILM0
SHREK
(blank)
SHREK MAIN TITLE
0 SHREK MAIN TITLE0
SHREK
(blank)
SHREK PM
0 SHREK PM0
SHREK
(blank)
SHREK POWELL GREGSON ED CHERRY
0 SHREK POWELL GREGSON ED CHERRY0
SHREK
(blank)
SHREK POWELL KING GREGSON WILL
0 SHREK POWELL KING GREGSON WILL0
SHREK
(blank)
SHREK PROMO
0 SHREK PROMO0
SHREK
(blank)
SHREK SMITH POWELL GREGSON WIL
0 SHREK SMITH POWELL GREGSON WIL0
SHREK
(blank)
SHREK-CUES
0 SHREK-CUES0
SHREK
(blank)
SINGING PRINCESS
0 SINGING PRINCESS0
SHREK
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS 5662071
SHREK
(blank)
SMELLS LIKE BRIMSTONE
0 SMELLS LIKE BRIMSTONE0
SHREK
(blank)
STARRY NIGHT
0 STARRY NIGHT0
 
SHREK
(blank)
STARRY NIGHT
5662070 STARRY NIGHT5662070
SHREK
(blank)
STARRY NIGHT
5662070 STARRY NIGHT 5662070
SHREK
(blank)
TOURNAMENT
0 TOURNAMENT0
 
SHREK
(blank)
TOURNAMENT FANFARE
0 TOURNAMENT FANFARE0
SHREK
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK
(blank)
TOURNAMENT FANFARE 2M18
0 TOURNAMENT FANFARE 2M180
SHREK
(blank)
TOURNAMENT SPEECH
0 TOURNAMENT SPEECH0
SHREK
(blank)
TOURNAMENT SPEECH
5662057 TOURNAMENT SPEECH5662057
SHREK
(blank)
TOURNAMENT SPEECH
5662057 TOURNAMENT SPEECH 5662057
SHREK
(blank)
TRANSFORMATION
0 TRANSFORMATION0
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION5662083
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION 5662083
SHREK
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK
(blank)
WHAAAT
0 WHAAAT0
SHREK
(blank)
WHAAAT 1M9B
0 WHAAAT 1M9B0
SHREK
(blank)
WHY WAIT TO BE WED
0 WHY WAIT TO BE WED0
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED 5662077
SHREK
(blank)
WHY WAIT TO BE WED YOU THOUGHT
0 WHY WAIT TO BE WED YOU THOUGHT0
SHREK
(blank)
WHY WAIT TO BE WEDYOU THOUGHT
0 WHY WAIT TO BE WEDYOU THOUGHT0
SHREK
(blank)
YOU ARE BEAUTIFUL
0 YOU ARE BEAUTIFUL0
SHREK
(blank)
YOU ARE BEAUTIFUL 5M56B
0 YOU ARE BEAUTIFUL 5M56B0
SHREK
(blank)
YOU THOUGHT WRONG
0 YOU THOUGHT WRONG0
SHREK
(blank)
YOU THOUGHT WRONG 4M52
0 YOU THOUGHT WRONG 4M520
SHREK 1
(blank)
SHREK 1
0 SHREK 10
SHREK 2
(blank)
A STALLION BABY
0 A STALLION BABY0
SHREK 2
(blank)
AFTER DINNER
0 AFTER DINNER0
SHREK 2
(blank)
ARE WE THERE YET
0 ARE WE THERE YET0
SHREK 2
(blank)
ARE WE THERE YET
7156884 ARE WE THERE YET7156884
SHREK 2
(blank)
ARRIVAL FANFARE
0 ARRIVAL FANFARE0
SHREK 2
(blank)
ARRIVAL FANFARE
7156885 ARRIVAL FANFARE7156885
SHREK 2
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK 2
(blank)
BKG SHREK 2 1
0 BKG SHREK 2 10
SHREK 2
(blank)
BKG SHREK 2 2
0 BKG SHREK 2 20
SHREK 2
(blank)
BKG SHREK 2 3
0 BKG SHREK 2 30
SHREK 2
(blank)
BKG SHREK 2 5
0 BKG SHREK 2 50
SHREK 2
(blank)
BKG SHREK 2 6
0 BKG SHREK 2 60
SHREK 2
(blank)
BY THE OL OAK
0 BY THE OL OAK0
SHREK 2
(blank)
CANZONE DELLA FATA MADRI
0 CANZONE DELLA FATA MADRI0
SHREK 2
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK 2
(blank)
CAUGHT
0 CAUGHT0
SHREK 2
(blank)
CHANGES FOR YOU
0 CHANGES FOR YOU0
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU 7156894
SHREK 2
(blank)
DEAR DIARY
0 DEAR DIARY0
SHREK 2
(blank)
DEEP FRIED
0 DEEP FRIED0
SHREK 2
(blank)
DINNER WALTZ
0 DINNER WALTZ0
SHREK 2
(blank)
DINNER WALTZ
7156891 DINNER WALTZ7156891
SHREK 2
(blank)
DINNER WALTZ CUES
0 DINNER WALTZ CUES0
SHREK 2
(blank)
DONKEY CRIES
0 DONKEY CRIES0
SHREK 2
(blank)
DRAGON
0 DRAGON0
SHREK 2
(blank)
DRAGON
7156935 DRAGON7156935
SHREK 2
(blank)
DRAGON
7156935 DRAGON 7156935
SHREK 2
(blank)
DRAGON FIONA AWAKENS
0 DRAGON FIONA AWAKENS0
SHREK 2
(blank)
DRINKS THE POTION
0 DRINKS THE POTION0
9

SHREK 2
(blank)
END HAPPILY EVER AFTER
0 END HAPPILY EVER AFTER0
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER 7156934
SHREK 2
(blank)
END THE HAPPILY EVER AFTER
0 END THE HAPPILY EVER AFTER0
SHREK 2
(blank)
EVE THE HAPPLLY EVER AFTER
0 EVE THE HAPPLLY EVER AFTER0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
0 FAIRY GODMOTHER SONG0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG 7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
0 FAIRY GODMOTHER SONG INTRO0
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO 7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG SHREK
0 FAIRY GODMOTHER SONG SHREK0
SHREK 2
(blank)
FAR FAR AWAY
0 FAR FAR AWAY0
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY 7156886
SHREK 2
(blank)
FAR FAR AWAY FANFARE
0 FAR FAR AWAY FANFARE0
SHREK 2
(blank)
FAR FAR AWAY FANFARE
7156277 FAR FAR AWAY FANFARE7156277
SHREK 2
(blank)
FGM CARD
0 FGM CARD0
SHREK 2
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD7156929
SHREK 2
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD 7156929
SHREK 2
(blank)
FIVE 0 FANFARE
0 FIVE 0 FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
0 FIVE O FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE7156882
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE 7156882
SHREK 2
(blank)
FIVEO FANFARE
0 FIVEO FANFARE0
SHREK 2
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
 
SHREK 2
(blank)
FROG
0 FROG0
SHREK 2
(blank)
GET THE WAND
0 GET THE WAND0
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND7156932
 
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND 7156932
SHREK 2
(blank)
GUM BALL BUTTON
0 GUM BALL BUTTON0
SHREK 2
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK 2
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK 2
(blank)
HAPPY TO SEE US CUES 1
0 HAPPY TO SEE US CUES 10
SHREK 2
(blank)
HE S AN OGRE
0 HE S AN OGRE0
SHREK 2
(blank)
HELLO HANDSOME
0 HELLO HANDSOME0
SHREK 2
(blank)
INSIDE THE FACTORY
0 INSIDE THE FACTORY0
SHREK 2
(blank)
KNIGHTS
0 KNIGHTS0
SHREK 2
(blank)
KNIGHTS REWIND
0 KNIGHTS REWIND0
SHREK 2
(blank)
LEAVING HOME
0 LEAVING HOME0
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME7156883
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME 7156883
SHREK 2
(blank)
LESS HEAT MORE FOAM
0 LESS HEAT MORE FOAM0
SHREK 2
(blank)
MAGIC TEA
0 MAGIC TEA0
SHREK 2
(blank)
MAKE HER HAPPY
0 MAKE HER HAPPY0
SHREK 2
(blank)
MONGO DROWNS
0 MONGO DROWNS0
SHREK 2
(blank)
MUFFIN MAN
0 MUFFIN MAN0
SHREK 2
(blank)
NEED TO TALK
0 NEED TO TALK0
SHREK 2
(blank)
NEW CLOTHERS
0 NEW CLOTHERS0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING
0 NEW CLOTHES FLYING TALKING0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING D
0 NEW CLOTHES FLYING TALKING D0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
0 NEW CLOTHES FLYING TALKING DON0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
7156916 NEW CLOTHES FLYING TALKING DON7156916
SHREK 2
(blank)
NEW SHREK
0 NEW SHREK0
SHREK 2
(blank)
NO OGRES
0 NO OGRES0
SHREK 2
(blank)
NOT MEANT TO BE
0 NOT MEANT TO BE0
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE 7156913
SHREK 2
(blank)
OBLIGED TO HELP
0 OBLIGED TO HELP0
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP 7156905
SHREK 2
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK 2
(blank)
POISON APPLE
0 POISON APPLE0
SHREK 2
(blank)
POTION ROOM
0 POTION ROOM0
SHREK 2
(blank)
PRE RED CARPET
0 PRE RED CARPET0
SHREK 2
(blank)
PRINCE CHARMING
0 PRINCE CHARMING0
SHREK 2
(blank)
PRINCE CHARMING
7954623 PRINCE CHARMING7954623
SHREK 2
(blank)
PRINCE OF HER DREAMS
0 PRINCE OF HER DREAMS0
SHREK 2
(blank)
PUSS ATTACK
0 PUSS ATTACK0
SHREK 2
(blank)
PUSS SAVES THE DAY
0 PUSS SAVES THE DAY0
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY7156931
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY 7156931
10

SHREK 2
(blank)
PUSS STING
0 PUSS STING0
SHREK 2
(blank)
PUSS STING
7156293 PUSS STING7156293
SHREK 2
(blank)
QUARTET A
0 QUARTET A0
SHREK 2
(blank)
QUARTET B
0 QUARTET B0
SHREK 2
(blank)
QUARTET C
0 QUARTET C0
SHREK 2
(blank)
RED CARPET
0 RED CARPET0
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET 7156921
SHREK 2
(blank)
SHERK II
0 SHERK II0
SHREK 2
(blank)
SHERK II CUES
0 SHERK II CUES0
SHREK 2
(blank)
SHREK
0 SHREK0
SHREK 2
(blank)
SHREK
5812859 SHREK5812859
SHREK 2
(blank)
SHREK 2
0 SHREK 20
SHREK 2
(blank)
SHREK 2 1
0 SHREK 2 10
SHREK 2
(blank)
SHREK 2 2
0 SHREK 2 20
SHREK 2
(blank)
SHREK 2 3
0 SHREK 2 30
SHREK 2
(blank)
SHREK 2 5
0 SHREK 2 50
SHREK 2
(blank)
SHREK 2 6
0 SHREK 2 60
SHREK 2
(blank)
SHREK 2 CUE
0 SHREK 2 CUE0
SHREK 2
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK 2
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK 2
(blank)
SHREK 2 END TITLE
0 SHREK 2 END TITLE0
SHREK 2
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK 2
(blank)
SHREK 2 FILMMUSIC
0 SHREK 2 FILMMUSIC0
SHREK 2
(blank)
SHREK 2 PROMO
0 SHREK 2 PROMO0
SHREK 2
(blank)
SHREK 2-CUES
0 SHREK 2-CUES0
SHREK 2
(blank)
SHREK CUES
0 SHREK CUES0
SHREK 2
(blank)
SHREK II
0 SHREK II0
SHREK 2
(blank)
SHREK II CUES
0 SHREK II CUES0
SHREK 2
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK 2
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK 2
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK 2
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK 2
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK 2
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK 2
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
 
SHREK 2
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 2
(blank)
STALLION BABY
0 STALLION BABY0
SHREK 2
(blank)
STOP THE CAR
0 STOP THE CAR0
SHREK 2
(blank)
THONG
0 THONG0
 
SHREK 2
(blank)
TO THE FACTORY
0 TO THE FACTORY0
SHREK 2
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK 2
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK 2
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK 2
(blank)
WE NEED TO TALK
0 WE NEED TO TALK0
SHREK 2
(blank)
WHERE WERE WE
0 WHERE WERE WE0
SHREK 2
(blank)
WHERE WERE WE
7156881 WHERE WERE WE7156881
SHREK 2
(blank)
WHO DARES ENTER
0 WHO DARES ENTER0
SHREK 2
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 2 2004
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 2004
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2 2004
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 ANIM
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2 ANIM
(blank)
NEED TO TALK
7156285 NEED TO TALK7156285
SHREK 2 ANIM
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK 2 ANIM
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 2001
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK 2001
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK 2001
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK 2001
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK 2001
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK 2001
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK 2001
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2001
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK 2001
(blank)
SHREK
5812859 SHREK5812859
SHREK 2001
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK 2001
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 3 2007
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK 3 2007
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK 3 2007
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK 3 2007
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK 3 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 2007
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
SHREK 3 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK 3 2007
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
11

SHREK 3 2007
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK 3 2007
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK 3 CROWNED 15
15913 C 2007
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK 3 PROMO
(blank)
SHREK 3 PROMO
0 SHREK 3 PROMO0
SHREK 3D BONUS SHORT
(blank)
SHREK 3D BONUS SHORT
11186548 SHREK 3D BONUS SHORT11186548
SHREK 4
(blank)
SHREK 4
0 SHREK 40
SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D END
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AL UNIVERSAL 2
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL CUE
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DIN DIN
0 DIN DIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DRAGON CHASE
0 DRAGON CHASE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
0 FIONA RISES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
6570753 FIONA RISES6570753
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 1
0 GHOST OF LORD FARQUAAD CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 2
0 GHOST OF LORD FARQUAAD CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD OPENING
0 GHOST OF LORD FARQUAAD OPENING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD THE END
0 GHOST OF LORD FARQUAAD THE END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
0 GRAVEYARD0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
6570749 GRAVEYARD6570749
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
MAIN EVENT
0 MAIN EVENT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
0 ON THE WATER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
6570752 ON THE WATER6570752
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
 
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UNPON A TIME
0 ONCE UNPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME CUES
0 ONCE UPON A TIME CUES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 1
0 SHREK 3D CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 2
0 SHREK 3D CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 3
0 SHREK 3D CUES 30
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D END
0 SHREK 3D END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME CLOSING
0 SHREK 4D END THEME CLOSING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL THE
0 SHREK 4D RIDE AT UNIVERSAL THE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK ANIM
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
 
SHREK ANIM
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK ANIM
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK ANIM
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
12

SHREK ANIM
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK ANIM
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK ANIM
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK ANIM
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK ANIM
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK ANIM
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK END CREDITS
(blank)
SHREK END CREDITS
28566787 SHREK END CREDITS28566787
SHREK FAMILY
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FILM
(blank)
SHREK FILM
0 SHREK FILM0
SHREK FOREVER
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
ALL OVER AGAIN
0 ALL OVER AGAIN0
SHREK FOREVER AFTER
(blank)
BALL FULL OF OGRES
0 BALL FULL OF OGRES0
SHREK FOREVER AFTER
(blank)
BIG EYES
0 BIG EYES0
SHREK FOREVER AFTER
(blank)
BKG SHREK FOREVER AFTER
0 BKG SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
0 CALLIOPE MUSIC0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC 12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC FR SHREK FOREVE
0 CALLIOPE MUSIC FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
CAPTURED
0 CAPTURED0
SHREK FOREVER AFTER
(blank)
DARLING I DO
0 DARLING I DO0
SHREK FOREVER AFTER
(blank)
DAYS GO BY
0 DAYS GO BY0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME
0 DEAL OF A LIFETIME0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHRE
0 DEAL OF A LIFETIME FR SHRE0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
0 DEAL OF A LIFETIME FR SHREK FO0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK FOREVER AFTER
(blank)
DIN DIN
0 DIN DIN0
SHREK FOREVER AFTER
(blank)
DIN DIN ALBUM VERSION
0 DIN DIN ALBUM VERSION0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER A
0 DIN DIN FR SHREK FOREVER A0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
0 DIN DIN FR SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER
(blank)
DIN DIN SHREK FOREVER AFTER
0 DIN DIN SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE
0 EXIT CLAUSE THE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK F
0 EXIT CLAUSE THE FR SHREK F0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
0 EXIT CLAUSE THE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER
(blank)
FIONA DOESN T LOVE ME
0 FIONA DOESN T LOVE ME0
SHREK FOREVER AFTER
(blank)
FIONA IS GONE
0 FIONA IS GONE0
SHREK FOREVER AFTER
(blank)
FIONA THROWS SHREK OUT
0 FIONA THROWS SHREK OUT0
SHREK FOREVER AFTER
(blank)
FIONA TRAINS
0 FIONA TRAINS0
SHREK FOREVER AFTER
(blank)
FLUTE ON OGRE
0 FLUTE ON OGRE0
SHREK FOREVER AFTER
(blank)
GINGY
0 GINGY0
SHREK FOREVER AFTER
(blank)
KISSED BY ME
0 KISSED BY ME0
SHREK FOREVER AFTER
(blank)
MAIN EVENT
0 MAIN EVENT0
 
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE
0 MAIN EVENT THE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FO
0 MAIN EVENT THE FR SHREK FO0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
0 MAIN EVENT THE FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER
(blank)
MY ANGRY WIG
0 MY ANGRY WIG0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK
0 NEVER BEEN BETTER FR SHREK0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
0 NEVER BEEN BETTER FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER
(blank)
NOT PART OF THE DEAL
0 NOT PART OF THE DEAL0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE
0 OGRE RESISTANCE0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE FR SHREK FOREV
0 OGRE RESISTANCE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR S
0 ONCE MORE UPON A TIME FR S0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
0 ONCE MORE UPON A TIME FR SHREK0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER
(blank)
ONCE MORE UPONT A TIME FR SHRE
0 ONCE MORE UPONT A TIME FR SHRE0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
13

SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER
(blank)
PAY THE PIPER
0 PAY THE PIPER0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
0 PIED PIPER PLAYS RUMPEL0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL 12530779
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
0 PLAN OF ATTACK0
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK 12530735
SHREK FOREVER AFTER
(blank)
PLANNING THE ATTACK FR SHREK F
0 PLANNING THE ATTACK FR SHREK F0
SHREK FOREVER AFTER
(blank)
PUSS
0 PUSS0
SHREK FOREVER AFTER
(blank)
RUMPEL
0 RUMPEL0
SHREK FOREVER AFTER
(blank)
RUMPEL MEETING
0 RUMPEL MEETING0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUCEMENT
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SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
0 RUMPEL S ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
 
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT 12530765
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT FR SHREK
0 RUMPEL S ANNOUNCEMENT FR SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S CARRIAGE
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SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK F
0 RUMPEL S DEFEAT FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
0 RUMPEL S DEFEAT FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
11727990 RUMPEL S DEFEAT FR SHREK FOREV11727990
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM
0 RUMPEL S KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM FR SHREK FORE
0 RUMPEL S KINGDOM FR SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM SHREK FORE
0 RUMPEL S KINGDOM SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
0 RUMPEL S NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM 12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM SHREK
0 RUMPEL S NEW KINGDOM SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S ON THE MOVE
0 RUMPEL S ON THE MOVE0
SHREK FOREVER AFTER
(blank)
RUMPELS ANNOUNCEMENT
0 RUMPELS ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT
0 RUMPELS DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT FR SHREK FOREVE
0 RUMPELS DEFEAT FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELS KINGDOM
0 RUMPELS KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELS NEW KINGDOM
0 RUMPELS NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELSTILSKIN FR SHREK FOREVE
0 RUMPELSTILSKIN FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK F
0 RUMPELSTILTSKIN FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
0 RUMPELSTILTSKIN FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER
(blank)
SHE S BACK
0 SHE S BACK0
SHREK FOREVER AFTER
(blank)
SHREK
0 SHREK0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK FOREVER AFTER
(blank)
SHREK AND FIONA FIGHT
0 SHREK AND FIONA FIGHT0
SHREK FOREVER AFTER
(blank)
SHREK CRIES
0 SHREK CRIES0
SHREK FOREVER AFTER
(blank)
SHREK CUES
0 SHREK CUES0
SHREK FOREVER AFTER
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER
0 SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
0 SHREK FOREVER AFTER CUES0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 01
0 SHREK FOREVER AFTER CUES 010
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 02
0 SHREK FOREVER AFTER CUES 020
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 03
0 SHREK FOREVER AFTER CUES 030
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUWWL
0 SHREK FOREVER AFTER CUWWL0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
0 SHREK FOREVER AFTER END CREDIT0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END TITLE
0 SHREK FOREVER AFTER END TITLE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER FILM
0 SHREK FOREVER AFTER FILM0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER SCORE
0 SHREK FOREVER AFTER SCORE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER WWL
0 SHREK FOREVER AFTER WWL0
 
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER-CUES
0 SHREK FOREVER AFTER-CUES0
SHREK FOREVER AFTER
(blank)
SHREK MEETS RUMPEL
0 SHREK MEETS RUMPEL0
SHREK FOREVER AFTER
(blank)
SHREK S WISH
0 SHREK S WISH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS
0 SHREK SIGNS0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
14

SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SH
0 SHREK SIGNS THE DEAL FR SH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
0 SHREK SIGNS THE DEAL FR SHREK0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD 10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK FOREVER AFTER
(blank)
SHREK WAS NEVER BORN
0 SHREK WAS NEVER BORN0
SHREK FOREVER AFTER
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK FOREVER AFTER
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK FOREVER AFTER
(blank)
WAFFLES
0 WAFFLES0
SHREK FOREVER AFTER
(blank)
WITCHES
0 WITCHES0
SHREK FOREVER AFTER
(blank)
YOU ARE THE ONE
0 YOU ARE THE ONE0
SHREK FOREVER AFTER 2010
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 2010
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 2010
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 2010
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 2010
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER 2010
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER 2010
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER 3D
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 3D
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 3D
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER 3D
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER 3D
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 3D
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 3D
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER 3D
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER 3D
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
 
SHREK FOREVER AFTER 3D
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER CARTOON
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER CARTOON
(blank)
SHREK
5812859 SHREK5812859
SHREK FOREVER AFTER CARTOON
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER CARTOON
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER END CREDIT
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER HEBREW VER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER
28566795 SHREK FOREVER AFTER28566795
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AVTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AVTER
(blank)
DIN DIN ALBUM VERSION
22782798 DIN DIN ALBUM VERSION22782798
SHREK FOREVER AVTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AVTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AVTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AVTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AVTER
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK HEBREW VERSION
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK HEBREW VERSION
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK HEBREW VERSION
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK HEBREW VERSION
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK HEBREW VERSION
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK HEBREW VERSION
(blank)
SHREK
5812859 SHREK5812859
15

SHREK HEBREW VERSION
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK II
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK II
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK II
(blank)
DRAGON
7156935 DRAGON7156935
SHREK II
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK II
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK II
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK II
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK II
(blank)
GET THE WAND
7156932 GET THE WAND7156932
SHREK II
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
 
SHREK II
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK II
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK II
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK II
(blank)
SHREK II
0 SHREK II0
SHREK II
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK II
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK II
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK II
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK II
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK SIGNS
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK SPECIAL SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK THE GHOST OF LORD FARQUA
(blank)
DRAGON CHASE
6570751 DRAGON CHASE6570751
SHREK THE GHOST OF LORD FARQUA
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK THE HALLS
(blank)
159 DAYS LEFT
0 159 DAYS LEFT0
SHREK THE HALLS
(blank)
159 DAYS LEFT
10173576 159 DAYS LEFT10173576
SHREK THE HALLS
(blank)
A WHITE CHRISTMAS
0 A WHITE CHRISTMAS0
SHREK THE HALLS
(blank)
BAD DONKEY
0 BAD DONKEY0
SHREK THE HALLS
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREK THE HALLS
(blank)
CLOSING
0 CLOSING0
SHREK THE HALLS
(blank)
CLOSING
10173585 CLOSING10173585
SHREK THE HALLS
(blank)
DECORATING
0 DECORATING0
SHREK THE HALLS
(blank)
DECORATING
10173586 DECORATING10173586
SHREK THE HALLS
(blank)
DONKEY CARD
0 DONKEY CARD0
SHREK THE HALLS
(blank)
DONKEY CARD
10173588 DONKEY CARD10173588
SHREK THE HALLS
(blank)
DONKEY S STORY
0 DONKEY S STORY0
SHREK THE HALLS
(blank)
DONKEY S STORY
10173602 DONKEY S STORY10173602
SHREK THE HALLS
(blank)
DONKEYS STORY
0 DONKEYS STORY0
SHREK THE HALLS
(blank)
FAMILY READY
0 FAMILY READY0
SHREK THE HALLS
(blank)
FAMILY READY
10173599 FAMILY READY10173599
SHREK THE HALLS
(blank)
FIONA WAIT
0 FIONA WAIT0
SHREK THE HALLS
(blank)
FIONA WAIT
10173609 FIONA WAIT10173609
SHREK THE HALLS
(blank)
GANG PREP
6919741 GANG PREP6919741
SHREK THE HALLS
(blank)
GIVE ME A HUG
0 GIVE ME A HUG0
SHREK THE HALLS
(blank)
GIVE ME A HUG
10173610 GIVE ME A HUG10173610
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
0 GIVE ME THE BOOK0
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREK THE HALLS
(blank)
HALLELUJAH
0 HALLELUJAH0
SHREK THE HALLS
(blank)
HALLELUJAH
10173603 HALLELUJAH10173603
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
0 HALLELUJAH WAFFLE SANTA0
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
10212935 HALLELUJAH WAFFLE SANTA10212935
SHREK THE HALLS
(blank)
HEY SWEETIES
0 HEY SWEETIES0
SHREK THE HALLS
(blank)
HEY SWEETIES
10173601 HEY SWEETIES10173601
SHREK THE HALLS
(blank)
MORNING
0 MORNING0
SHREK THE HALLS
(blank)
MORNING
10173587 MORNING10173587
 
SHREK THE HALLS
(blank)
MY SPOT
0 MY SPOT0
SHREK THE HALLS
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREK THE HALLS
(blank)
OPENING
0 OPENING0
SHREK THE HALLS
(blank)
PREPARATIONS
0 PREPARATIONS0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
0 SANTA CLAUZILLA0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
10173604 SANTA CLAUZILLA10173604
SHREK THE HALLS
(blank)
SANTA SHREK
0 SANTA SHREK0
SHREK THE HALLS
(blank)
SANTA SHREK
10173613 SANTA SHREK10173613
SHREK THE HALLS
(blank)
SHREK THE HALLS
0 SHREK THE HALLS0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES
0 SHREK THE HALLS CUES0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 2
0 SHREK THE HALLS CUES 20
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 4
0 SHREK THE HALLS CUES 40
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 5
0 SHREK THE HALLS CUES 50
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
0 SHREK THE HALLS MAIN TITLE0
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
10173575 SHREK THE HALLS MAIN TITLE10173575
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE HALLS
(blank)
SHREK THE HALLS OPENING
0 SHREK THE HALLS OPENING0
SHREK THE HALLS
(blank)
SHREK THE HALLS TELEFILM
0 SHREK THE HALLS TELEFILM0
SHREK THE HALLS
(blank)
SHREK THE HALLS WWL
0 SHREK THE HALLS WWL0
16

SHREK THE HALLS
(blank)
SHREK THE HALLS-CUES
0 SHREK THE HALLS-CUES0
SHREK THE HALLS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE HALLS
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE HALLS MAIN TITLE THE
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE THIRD
(blank)
ARTHUR
0 ARTHUR0
SHREK THE THIRD
(blank)
ARTIE
0 ARTIE0
SHREK THE THIRD
(blank)
ARTIE S BIG HEAD
0 ARTIE S BIG HEAD0
SHREK THE THIRD
(blank)
BABY DREAMS
0 BABY DREAMS0
SHREK THE THIRD
(blank)
BABY SHOWER
0 BABY SHOWER0
SHREK THE THIRD
(blank)
BEDTIME
0 BEDTIME0
SHREK THE THIRD
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 1
0 BKG SHREK THE THIRD 10
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 2
0 BKG SHREK THE THIRD 20
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 3
0 BKG SHREK THE THIRD 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 4
0 BKG SHREK THE THIRD 40
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 5
0 BKG SHREK THE THIRD 50
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 6
0 BKG SHREK THE THIRD 60
SHREK THE THIRD
(blank)
CHARADES
0 CHARADES0
SHREK THE THIRD
(blank)
CHARMING ARRIVES
0 CHARMING ARRIVES0
SHREK THE THIRD
(blank)
CHARMING S COUP
0 CHARMING S COUP0
 
SHREK THE THIRD
(blank)
CHARMINGS COUP
0 CHARMINGS COUP0
SHREK THE THIRD
(blank)
CHARMNING COUP
0 CHARMNING COUP0
SHREK THE THIRD
(blank)
CHARMNING S COUP
0 CHARMNING S COUP0
SHREK THE THIRD
(blank)
CHARMNNING S COUP
0 CHARMNNING S COUP0
SHREK THE THIRD
(blank)
CONVINCING ENOUGH
0 CONVINCING ENOUGH0
SHREK THE THIRD
(blank)
COURTLY ATTIRE
0 COURTLY ATTIRE0
SHREK THE THIRD
(blank)
DONKEY WISDOM
0 DONKEY WISDOM0
SHREK THE THIRD
(blank)
DONKEY WISDOM
9233132 DONKEY WISDOM9233132
SHREK THE THIRD
(blank)
EVERLASTING LOVE
0 EVERLASTING LOVE0
SHREK THE THIRD
(blank)
FATHERLY TALK
0 FATHERLY TALK0
SHREK THE THIRD
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK THE THIRD
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK THE THIRD
(blank)
GINGI BAKED
0 GINGI BAKED0
SHREK THE THIRD
(blank)
GINGI BAKED
9233183 GINGI BAKED9233183
SHREK THE THIRD
(blank)
GINGI FLASHBACK
0 GINGI FLASHBACK0
SHREK THE THIRD
(blank)
GINGI FLASHBACK
9233181 GINGI FLASHBACK9233181
SHREK THE THIRD
(blank)
GINGI MOVIES
0 GINGI MOVIES0
SHREK THE THIRD
(blank)
GINGI MOVIES
9233186 GINGI MOVIES9233186
SHREK THE THIRD
(blank)
GINGI TOM APART
0 GINGI TOM APART0
SHREK THE THIRD
(blank)
GINGI TORN APART
0 GINGI TORN APART0
SHREK THE THIRD
(blank)
GINGI TORNS APART
0 GINGI TORNS APART0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK THE THIRD
(blank)
HOLD IT
0 HOLD IT0
SHREK THE THIRD
(blank)
HOOK ATTACK
0 HOOK ATTACK0
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK 9233229
SHREK THE THIRD
(blank)
HOOK ATTACK THE
0 HOOK ATTACK THE0
SHREK THE THIRD
(blank)
HREK THE THIRD OPENING THEME
0 HREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
IN THE BEDROOM
0 IN THE BEDROOM0
SHREK THE THIRD
(blank)
IN THE DRESSING ROOM
0 IN THE DRESSING ROOM0
SHREK THE THIRD
(blank)
IT S SO HARD
0 IT S SO HARD0
SHREK THE THIRD
(blank)
JOIN ME
0 JOIN ME0
SHREK THE THIRD
(blank)
JOKE TROMBONE
0 JOKE TROMBONE0
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE 9233163
SHREK THE THIRD
(blank)
KING DIES
0 KING DIES0
SHREK THE THIRD
(blank)
KING DIES
9233118 KING DIES9233118
SHREK THE THIRD
(blank)
KING DIES THE
0 KING DIES THE0
SHREK THE THIRD
(blank)
MERLIN
0 MERLIN0
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN9233211
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN 9233211
SHREK THE THIRD
(blank)
MERLIN CONGAS
0 MERLIN CONGAS0
SHREK THE THIRD
(blank)
MOMMY
0 MOMMY0
SHREK THE THIRD
(blank)
MOMMY
9233100 MOMMY9233100
SHREK THE THIRD
(blank)
NOT YOUR FRIENDS
0 NOT YOUR FRIENDS0
 
SHREK THE THIRD
(blank)
OLD LADY
0 OLD LADY0
SHREK THE THIRD
(blank)
OPENING SHREK THE THIRD
0 OPENING SHREK THE THIRD0
SHREK THE THIRD
(blank)
OPENING TITLES
0 OPENING TITLES0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
0 ORCHESTRA TUNE UP0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP 9233248
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
0 OUT OF FLASHBACK0
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
9233195 OUT OF FLASHBACK9233195
SHREK THE THIRD
(blank)
PARTY GOES AWRY
0 PARTY GOES AWRY0
SHREK THE THIRD
(blank)
PARTY GOES AWRY
9233110 PARTY GOES AWRY9233110
SHREK THE THIRD
(blank)
PEACHES
0 PEACHES0
17

SHREK THE THIRD
(blank)
PINOCCHIO
0 PINOCCHIO0
SHREK THE THIRD
(blank)
PINOCCHIO S PRESENT DRUM ROLL
0 PINOCCHIO S PRESENT DRUM ROLL0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
0 PINOCCHIO S QUESTIONING0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
9233201 PINOCCHIO S QUESTIONING9233201
SHREK THE THIRD
(blank)
PREGGERS
0 PREGGERS0
SHREK THE THIRD
(blank)
PRINCESS CATFIGHT
0 PRINCESS CATFIGHT0
SHREK THE THIRD
(blank)
PRINCESS POW POW
0 PRINCESS POW POW0
SHREK THE THIRD
(blank)
PRINCESS POW WOW
0 PRINCESS POW WOW0
SHREK THE THIRD
(blank)
PUSS AT WINDOW
0 PUSS AT WINDOW0
SHREK THE THIRD
(blank)
RETURN TO FAR FAR AWAY
0 RETURN TO FAR FAR AWAY0
SHREK THE THIRD
(blank)
ROYAL AWAKENING
0 ROYAL AWAKENING0
SHREK THE THIRD
(blank)
SAILING
0 SAILING0
SHREK THE THIRD
(blank)
SHIPWRECK
0 SHIPWRECK0
SHREK THE THIRD
(blank)
SHOW OPENING
0 SHOW OPENING0
SHREK THE THIRD
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK THE THIRD
(blank)
SHOW OPENING
9233249 SHOW OPENING 9233249
SHREK THE THIRD
(blank)
SHREK 2
0 SHREK 20
SHREK THE THIRD
(blank)
SHREK 3
0 SHREK 30
SHREK THE THIRD
(blank)
SHREK 3 CUES
0 SHREK 3 CUES0
SHREK THE THIRD
(blank)
SHREK CUES
0 SHREK CUES0
SHREK THE THIRD
(blank)
SHREK CUES 01
0 SHREK CUES 010
SHREK THE THIRD
(blank)
SHREK III
0 SHREK III0
SHREK THE THIRD
(blank)
SHREK III THEME
0 SHREK III THEME0
SHREK THE THIRD
(blank)
SHREK RISING
0 SHREK RISING0
SHREK THE THIRD
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585409 SHREK THE THIRD10585409
 
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585411 SHREK THE THIRD10585411
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD 10585412
SHREK THE THIRD
(blank)
SHREK THE THIRD 1
0 SHREK THE THIRD 10
SHREK THE THIRD
(blank)
SHREK THE THIRD 2
0 SHREK THE THIRD 20
SHREK THE THIRD
(blank)
SHREK THE THIRD 3
0 SHREK THE THIRD 30
SHREK THE THIRD
(blank)
SHREK THE THIRD 4
0 SHREK THE THIRD 40
SHREK THE THIRD
(blank)
SHREK THE THIRD 5
0 SHREK THE THIRD 50
SHREK THE THIRD
(blank)
SHREK THE THIRD 6
0 SHREK THE THIRD 60
SHREK THE THIRD
(blank)
SHREK THE THIRD BG
0 SHREK THE THIRD BG0
SHREK THE THIRD
(blank)
SHREK THE THIRD BG CUES
0 SHREK THE THIRD BG CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 01
0 SHREK THE THIRD CUES 010
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 02
0 SHREK THE THIRD CUES 020
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 03
0 SHREK THE THIRD CUES 030
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 04
0 SHREK THE THIRD CUES 040
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 05
0 SHREK THE THIRD CUES 050
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 2
0 SHREK THE THIRD CUES 20
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 3
0 SHREK THE THIRD CUES 30
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 4
0 SHREK THE THIRD CUES 40
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 5
0 SHREK THE THIRD CUES 50
SHREK THE THIRD
(blank)
SHREK THE THIRD FILM
0 SHREK THE THIRD FILM0
SHREK THE THIRD
(blank)
SHREK THE THIRD MAIN TITLE
0 SHREK THE THIRD MAIN TITLE0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING9233098
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING 9233098
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING THEME
0 SHREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING TITLE
0 SHREK THE THIRD OPENING TITLE0
SHREK THE THIRD
(blank)
SHREK THE THIRD-CUES
0 SHREK THE THIRD-CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRDOPENING
0 SHREK THE THIRDOPENING0
SHREK THE THIRD
(blank)
SHREK TRUE LOVES FIRST KISS
0 SHREK TRUE LOVES FIRST KISS0
SHREK THE THIRD
(blank)
SHUT UP LADY
0 SHUT UP LADY0
SHREK THE THIRD
(blank)
SORRY WE RE LATE
0 SORRY WE RE LATE0
SHREK THE THIRD
(blank)
SORRY WERE LATE
0 SORRY WERE LATE0
SHREK THE THIRD
(blank)
SWAMP WALTZ
0 SWAMP WALTZ0
SHREK THE THIRD
(blank)
TACTICS
0 TACTICS0
SHREK THE THIRD
(blank)
TEA PARTY
0 TEA PARTY0
SHREK THE THIRD
(blank)
TEA PARTY
9233180 TEA PARTY9233180
SHREK THE THIRD
(blank)
TIMP RIM SHOT
0 TIMP RIM SHOT0
SHREK THE THIRD
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK THE THIRD
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT 9233257
SHREK THE THIRD
(blank)
TO THE POISON APPLE
0 TO THE POISON APPLE0
SHREK THE THIRD
(blank)
TRIP HOME
0 TRIP HOME0
SHREK THE THIRD
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK THE THIRD
(blank)
TRIP HOME
9233232 TRIP HOME 9233232
SHREK THE THIRD
(blank)
TRIP HOME THE
0 TRIP HOME THE0
 
SHREK THE THIRD
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK THE THIRD
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK THE THIRD
(blank)
VILLAIN SPEECH
0 VILLAIN SPEECH0
18

SHREK THE THIRD
(blank)
WHAT SHOW
0 WHAT SHOW0
SHREK THE THIRD
(blank)
WHAT SHOWL
0 WHAT SHOWL0
SHREK THE THIRD
(blank)
YOU LL BE SORRY
0 YOU LL BE SORRY0
SHREK THE THIRD 1C
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK THE THIRD 1C
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD 1C
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK THE THIRD OPENING
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING9233098
SHREK THE THIRD PROMO
(blank)
SHREK THE THIRD PROMO
0 SHREK THE THIRD PROMO0
SHREKKATI PER LE FESTE
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREKKATI PER LE FESTE
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREKKATI PER LE FESTE
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREKKATO DA MORIRE
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
STK 030 002 SHREK 11
(blank)
STK 030 002 SHREK 11
0 STK 030 002 SHREK 110
TRAILER SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER BL
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER CH
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER FO
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER PU
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER WA
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER WE
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
UIP 010 026 UIP SHREK 2
(blank)
UIP 010 026 UIP SHREK 2
0 UIP 010 026 UIP SHREK 20
UIP 010 026 VIP SHREK 2
(blank)
UIP 010 026 VIP SHREK 2
0 UIP 010 026 VIP SHREK 20
UIP 010 028 SHREK 11
(blank)
UIP 010 028 SHREK 11
0 UIP 010 028 SHREK 110
UIP 010 029 SHREK 11
(blank)
UIP 010 029 SHREK 11
0 UIP 010 029 SHREK 110
UIP 015 314 M SHREK THE THIRD
(blank)
UIP 015 314 M SHREK THE THIRD
0 UIP 015 314 M SHREK THE THIRD0
UIP 015 315 M SHREK THE THIRD
(blank)
UIP 015 315 M SHREK THE THIRD
0 UIP 015 315 M SHREK THE THIRD0
UIP 015 316 M SHREK THE THIRD
(blank)
UIP 015 316 M SHREK THE THIRD
0 UIP 015 316 M SHREK THE THIRD0
UIP 020 023 UIP SHREK 2
(blank)
UIP 020 023 UIP SHREK 2
0 UIP 020 023 UIP SHREK 20
UIP 020 025 UIP SHREK 2
(blank)
UIP 020 025 UIP SHREK 2
0 UIP 020 025 UIP SHREK 20
UIP 030 022 SHREK
(blank)
UIP 030 022 SHREK
0 UIP 030 022 SHREK0
UIP SHREK 3
(blank)
UIP SHREK 3
0 UIP SHREK 30
UIT 010 452 UIP SHREK 3
(blank)
UIT 010 452 UIP SHREK 3
0 UIT 010 452 UIP SHREK 30
 
UIT 010 456 UIT SHREK THE THIR
(blank)
UIT 010 456 UIT SHREK THE THIR
0 UIT 010 456 UIT SHREK THE THIR0
UIT 020 457 UIP SHREK 3
(blank)
UIT 020 457 UIP SHREK 3
0 UIT 020 457 UIP SHREK 30
UIT 020 458 M UIP SHREK 3
(blank)
UIT 020 458 M UIP SHREK 3
0 UIT 020 458 M UIP SHREK 30
19

Attachment B
Original Purchase Agreement
1

PURCHASE AGREEMENT
 
This purchase agreement is dated as of the date of its full execution and is between Harry Gregson-Williams ("Seller") whose address is [***], and [***] (“Purchaser”) whose address is [***].
           The parties agree as follows: 
1.        Assignment.
      1.1   Effective July 19, 2021 ("Effective Date") and in consideration of the sum of [***] Seller hereby irrevocably assigns to Purchaser 100% of Seller's right, title, and interest, along with a security interest, in the songwriter's share of all public performance royalties attributable to the related Works (“Assigned Royalties”). “Works” are the musical compositions listed in Attachment A.‌
‌‌
         1.2      1.2. This assignment includes the right to receive all payments from any source with respect to the Assigned Royalties that have not been received by Seller on or before the Effective Date, and a 100% share of all existing or potential causes of action including, without limitation, those for infringement, underpayment, or non-payment of the Assigned Royalties. The assignment includes a security interest in the Assigned Royalties but is not an assignment of ownership or control of the copyright in the Works. This assignment is subject to the terms of Seller’s agreement with Seller’s Distributor, including, if applicable, a right to match the terms of this assignment, and the Distributor’s rules and regulations.
          1.3      Seller shall direct its current royalty distributor, BMI, and any other paying entity (“Distributor”), to pay the Assigned Royalties directly to Purchaser or Purchaser’s administrator. Seller shall promptly execute any document required by any Distributor necessary to assign the Assigned Royalties.
2.        Seller’s Obligations and Statements of Fact.
          2.1     Seller is the sole owner of its interest in the Assigned Royalties and has full authority to enter this agreement and perform its obligations. The Assigned Royalties are free and clear from all encumbrances and to Seller’s knowledge the performance of its obligations does not infringe the rights of any third party. No person holds a power of attorney on Seller’s behalf affecting the assigned interest.
       2.2      Seller has not and shall not do anything that would impair Purchaser’s right to receive the Assigned Royalties, including but not limited to terminating Seller's entitlement to receive accountings and corresponding payments from the Distributor or taking an advance. Promptly after the Effective Date, Seller shall execute letters of direction to each Distributor and any other documents reasonably required to notify the Distributor (or any successors or assigns) that the Assigned Royalties shall be paid to Purchaser or Purchaser’s administrator.
        2.3      No one has or may validly claim a reversionary interest in any of the Assigned Royalties prior to the expiration of the copyrights and to Seller’s knowledge no valid adverse claim exists with respect to the Assigned Royalties or any other rights assigned by Seller. Seller is not bound by any action or agreement that would prevent it from performing its obligations and to Seller’s knowledge no third party has any actual or potential claim against Seller or the Assigned Royalties that would in any way impair the rights being assigned to Purchaser.
2

       2.4     To Seller’s knowledge, all material conditions to the assignment have been or shall be upon the Effective Date satisfied including, without limitation, the obtaining of any approval, the giving of any notice, the making of any filing, and the satisfying of any payments or claims of any third party.
        2.5     All taxes accrued or owing through the Effective Date related to the Assigned Royalties, including without limitation any sales or transfer taxes resulting from the transaction, if any, have been or will be paid by Seller.
 
 
       2.6      If Seller ever intends to re-register, remove, move, re-direct or disassociate any of the Works from Seller’s Distributor or any other entity that pays the Assigned Royalties as of the Effective Date, Seller shall send written notification to Purchaser or Purchaser’s administrator 60 days prior to any change. Notice shall include the titles of all of the Works that are the subject matter of the change and the particular change to be made. Seller shall cooperate with Purchaser or Purchaser’s administrator and take whatever actions are necessary so that the Assigned Royalties will continue to be paid to Purchaser uninterruptedly. Any royalties collected by Seller after such a change that should have been paid to Purchaser per this agreement shall be paid directly to the Purchaser by the Seller no later than 15 days after Seller’s receipt. Any delay in payment of royalties under this section will be subject to payment of interest to Purchaser at a rate of 2% per month.
       2.7      Seller has not and will not enter into any agreement with respect to the Works or the Assigned Royalties that would conflict with the terms of this agreement. Seller has not settled any claim nor waived any right and will not settle any claim or waive any right concerning any of the Assigned Royalties or the Works that would conflict with the terms of this agreement.
 
       2.8      Seller states that all information and earnings history related to the Assigned Royalties presented in the marketplace listing for the Assigned Royalties is accurate.
3.      Purchaser’s Statement of Fact and Acknowledgment. Purchaser states that it has the full authority to enter and perform its obligations under this agreement. Purchaser acknowledges that Purchaser may not receive payment from the Distributor or other paying entity until after the first accounting period following the Effective Date and may need to rely on Section 4 for any post-Effective Date payments sent to Seller.
4.      Payments or Debits After Assignment. All of the Assigned Royalties paid after the Effective Date, regardless of when earned or when the performances from which such royalties derive occurred, are the sole property of Purchaser. If after the Effective Date any such sums are received by or on behalf of Seller, or if Seller’s Distributor account is debited to recoup an advance, cost, or other encumbrance incurred by Seller and such debit has the effect of reducing the royalty payments otherwise due to Purchaser, Seller shall immediately transmit or cause the recipient to transmit to Purchaser the amount of the sums received or debited. All such sums not transmitted within 15 days after receipt or debit shall accrue interest at the rate of 2% per month.
5.     Additional Documents and Power of Attorney. Upon execution of this agreement and upon any change in the paying entity for the Assigned Royalties, Seller shall promptly, at Purchaser’s request, execute all documents necessary to allow Purchaser to receive the Assigned Royalties (“Assignment Documents”). If Purchaser requests Seller to execute an Assignment Document and Seller fails to execute the document within 14 days after the request, Seller appoints Purchaser, as Seller’s true and lawful attorney, to execute all Assignment Documents in Seller’s name. Purchaser shall deliver to Seller copies of all Assignment Documents executed by Purchaser in the exercise of the power of attorney. The power of attorney granted to Purchaser is limited and specific to Assignment Documents.
3

6.     Indemnity. Seller shall indemnify Purchaser and Purchaser’s administrator against all losses and liabilities, including reasonable attorneys’ fees, related to any inaccurate statement of fact made by Seller or any alleged breach of or failure by Seller to perform any of Seller’s obligations under this agreement. Purchaser or Purchaser’s administrator shall notify Seller of any claim presented to Purchaser or Purchaser’s administrator by a third party and Seller shall have the right to participate in the defense of any such claim with counsel of Seller’s choosing at Seller’s sole cost and expense.
7.     Notices. Any notice required by this agreement shall be in writing and sent to the address in the introductory clause, or to the email address in this agreement’s electronic signature verification page (if any), unless the party has given a new address to the other party.
8.       Entirety and Amendment. This agreement constitutes the entire understanding of the parties and no amendment will be valid unless it is in writing and signed by both parties.
 
9.       Attorneys’ Fees. If any proceeding is brought for the enforcement of this agreement, or because of a dispute in connection with any of its provisions, the prevailing party is entitled to recover reasonable outside attorneys’ fees and other costs incurred in the proceeding, in addition to any other relief to which it may be entitled.
10.    Binding Upon Successors. This agreement is binding upon and inures to the benefit of the successors, assigns, heirs, executors, and legal representatives of the parties.
11.     Expenses. The parties shall pay all of their own costs and expenses (including legal fees) in performing due diligence and in negotiating and performing their obligations under this agreement.
12.      Confidentiality. Except as otherwise required by law, the parties shall not, without the other party's written consent, disclose to any third party any confidential information supplied by the other party in connection with this agreement, except that such confidential information may be disclosed to either party's counsel, accountants and other professionals on a need-to-know basis related to this agreement.
13.      Representation By Legal Counsel. The parties acknowledge that they have had the opportunity to retain legal counsel with respect to this agreement and any choice by either party not to be represented is made independently.
Each party is signing this agreement on the date verified by its electronic signature certificate.
 
By:
 
/s/ Harry Gregson-Williams
Harry Gregson-Williams
 
By:
[***]
/s/ [***]
[***]
[***]
4

Attachment A
The Works
5

 
 
SHOW NAME
EPISODE NAME
TITLE NAME
TITLE #
TITLE NAME #
DREAMWORKS SPOOKY STORIES I 2
SCARED SHREKLESS
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
CHAMPION SHREK
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
DELIVERY BOY SHREK
(blank)
DELIVERY BOY SHREK
5662067 DELIVERY BOY SHREK5662067
DELIVERY BOY SHREK MAKING CAMP
(blank)
DELIVERY BOY SHREK MAKING CAMP
5869593 DELIVERY BOY SHREK MAKING CAMP5869593
DONKEY MEETS SHREK
(blank)
DONKEY MEETS SHREK
5849575 DONKEY MEETS SHREK5849575
HIS DAY IS UP FR SHREK
(blank)
HIS DAY IS UP FR SHREK
0 HIS DAY IS UP FR SHREK0
HIS DAY IS UP FR SHREK FOREVER
(blank)
HIS DAY IS UP FR SHREK FOREVER
11727991 HIS DAY IS UP FR SHREK FOREVER11727991
M CONNECTION SHREK 2
(blank)
M CONNECTION SHREK 2
0 M CONNECTION SHREK 20
MAIN EVENT THE FR SHREK FOREVE
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SCARED SHREKLESS
(blank)
SCARED SHREKLESS
0 SCARED SHREKLESS0
SCARED SHREKLESS
(blank)
SCARED SHREKLESS-CUES
0 SCARED SHREKLESS-CUES0
SCARED SHREKLESS
(blank)
SHREK FAIRYTALE THEME FROM SHR
0 SHREK FAIRYTALE THEME FROM SHR0
SCARED SHREKLESS
(blank)
SHREK FAMILY
0 SHREK FAMILY0
SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
0 SHREK FAMILY THEME0
SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SCARED SHREKLESS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SCARED SHREKLESS 2009
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SCARED SHREKLESS SHREK STRASHI
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK
SELINE
SHREK CUES
6617464 SHREK CUES6617464
SHREK
(blank)
ARRIVING AT DULOC
0 ARRIVING AT DULOC0
SHREK
(blank)
ARRIVING AT DULOC
5662080 ARRIVING AT DULOC5662080
SHREK
(blank)
BETTER OUT THAN IN
0 BETTER OUT THAN IN0
SHREK
(blank)
BIG AWAKWARD SILENCE
0 BIG AWAKWARD SILENCE0
SHREK
(blank)
BIG AWKWARD SILENCE
0 BIG AWKWARD SILENCE0
SHREK
(blank)
BIG AWKWARD SILENCE
5662048 BIG AWKWARD SILENCE5662048
SHREK
(blank)
BIG AWKWARD SILENCE
5662048 BIG AWKWARD SILENCE 5662048
SHREK
(blank)
BIG AWKWARD SILENCE 1M7B
0 BIG AWKWARD SILENCE 1M7B0
SHREK
(blank)
BIG CITY ADVENTURE
0 BIG CITY ADVENTURE0
SHREK
(blank)
BIG CITY ADVENTURE
5662051 BIG CITY ADVENTURE5662051
SHREK
(blank)
BIG CITY ADVENTURE 1M10
0 BIG CITY ADVENTURE 1M100
SHREK
(blank)
BKG SHREK
0 BKG SHREK0
SHREK
(blank)
BKG SHREK 1
0 BKG SHREK 10
SHREK
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK
(blank)
BKG SHREK 4
0 BKG SHREK 40
SHREK
(blank)
CASTLE
0 CASTLE0
SHREK
(blank)
CASTLE
5662060 CASTLE5662060
SHREK
(blank)
CASTLE 2M27A
0 CASTLE 2M27A0
SHREK
(blank)
CASTLE THE
0 CASTLE THE0
SHREK
(blank)
CHAMPION SHREK
0 CHAMPION SHREK0
SHREK
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK
(blank)
CHAMPION SHREK 2M22
0 CHAMPION SHREK 2M220
SHREK
(blank)
CONSTELLATIONS
0 CONSTELLATIONS0
SHREK
(blank)
CONSTELLATIONS
5662069 CONSTELLATIONS5662069
SHREK
(blank)
DELIVERY BOY MAKING CAMP
0 DELIVERY BOY MAKING CAMP0
SHREK
(blank)
DELIVERY BOY SHREK
0 DELIVERY BOY SHREK0
SHREK
(blank)
DELIVERY BOY SHREK
5662067 DELIVERY BOY SHREK5662067
SHREK
(blank)
DELIVERY BOY SHREK 3M33
0 DELIVERY BOY SHREK 3M330
SHREK
(blank)
DRAGON
0 DRAGON0
SHREK
(blank)
DRAGON
5662061 DRAGON5662061
SHREK
(blank)
DRAGON 2M27B
0 DRAGON 2M27B0
SHREK
(blank)
EATING ALONE
0 EATING ALONE0
SHREK
(blank)
EATING ALONE
5662049 EATING ALONE5662049
SHREK
(blank)
EATING ALONE
5662049 EATING ALONE 5662049
SHREK
(blank)
ESCAPE FROM THE DRAGON
0 ESCAPE FROM THE DRAGON0
SHREK
(blank)
ESCAPE FROM THE DRAGON
5662065 ESCAPE FROM THE DRAGON5662065
SHREK
(blank)
ESCAPE FROM THE DRAGON
5662065 ESCAPE FROM THE DRAGON 5662065
SHREK
(blank)
FAIRYTALE
0 FAIRYTALE0
SHREK
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK
(blank)
FAIRYTALE
5659968 FAIRYTALE 5659968
SHREK
(blank)
FAIRYTALE DEATHCAMP
0 FAIRYTALE DEATHCAMP0
SHREK
(blank)
FAIRYTALE DEATHCAMP
5662046 FAIRYTALE DEATHCAMP5662046
SHREK
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK
(blank)
FAIRYTALE OPENING
22783846 FAIRYTALE OPENING22783846
SHREK
(blank)
FAIRYTALE OPENING 1M1
0 FAIRYTALE OPENING 1M10
SHREK
(blank)
FAIRYTALE OPENING FROM SHREK
0 FAIRYTALE OPENING FROM SHREK0
SHREK
(blank)
FAIRYTALE THEME
0 FAIRYTALE THEME0
SHREK
(blank)
FAIRYTALE THEME OPENING
0 FAIRYTALE THEME OPENING0
6

SHREK
(blank)
FARQUAAD FANFARE
0 FARQUAAD FANFARE0
SHREK
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK
(blank)
FARQUAAD FANFARE 4M50
0 FARQUAAD FANFARE 4M500
SHREK
(blank)
FIONA AWAKENS
0 FIONA AWAKENS0
SHREK
(blank)
FIONA AWAKENS
5662062 FIONA AWAKENS5662062
SHREK
(blank)
FIONA AWAKENS 3M28
0 FIONA AWAKENS 3M280
SHREK
(blank)
FIONA HUMMING
0 FIONA HUMMING0
SHREK
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
 
SHREK
(blank)
FIONA HUMMING
5662072 FIONA HUMMING 5662072
SHREK
(blank)
FIONA KICKS ASS
0 FIONA KICKS ASS0
SHREK
(blank)
FIONA KICKS ASS
5662073 FIONA KICKS ASS5662073
SHREK
(blank)
FIONA KICKS ASS
5662073 FIONA KICKS ASS 5662073
SHREK
(blank)
FIONA S AN OGRE
0 FIONA S AN OGRE0
 
SHREK
(blank)
FIONA S AN OGRE
5662074 FIONA S AN OGRE5662074
SHREK
(blank)
FIONAS AN OGRE 4M46
0 FIONAS AN OGRE 4M460
SHREK
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK
(blank)
FLYING TALKING DONKEY
5662047 FLYING TALKING DONKEY5662047
SHREK
(blank)
HELMET HAIR
0 HELMET HAIR0
SHREK
(blank)
HELMET HAIR
5662066 HELMET HAIR5662066
SHREK
(blank)
HELMET HAIR
5662066 HELMET HAIR 5662066
SHREK
(blank)
I LL TELL HIM
0 I LL TELL HIM0
SHREK
(blank)
I LL TELL HIM
5662075 I LL TELL HIM5662075
SHREK
(blank)
I OBJECT
0 I OBJECT0
SHREK
(blank)
I OBJECT
5662081 I OBJECT5662081
SHREK
(blank)
I OBJECT
5662081 I OBJECT 5662081
SHREK
(blank)
ILL SHREK
0 ILL SHREK0
SHREK
(blank)
ILL TELL HIM 4M49
0 ILL TELL HIM 4M490
SHREK
(blank)
IS IT YOU HAVE LOVED
0 IS IT YOU HAVE LOVED0
SHREK
(blank)
IS IT YOU I HAVE LOVED THEME
0 IS IT YOU I HAVE LOVED THEME0
SHREK
(blank)
IT IS YOU
0 IT IS YOU0
SHREK
(blank)
IT IS YOU I HAVE LOVED
0 IT IS YOU I HAVE LOVED0
SHREK
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED 5627420
SHREK
(blank)
IT IS YOU I HAVE LOVED SH
0 IT IS YOU I HAVE LOVED SH0
SHREK
(blank)
IT IS YOU I HAVE LOVED THEME C
0 IT IS YOU I HAVE LOVED THEME C0
SHREK
(blank)
MAGIC MINOR
0 MAGIC MINOR0
SHREK
(blank)
MAGIC MIRROR
0 MAGIC MIRROR0
SHREK
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK
(blank)
MAKING CAMP
0 MAKING CAMP0
SHREK
(blank)
MAKING CAMP
5662068 MAKING CAMP5662068
SHREK
(blank)
MARCH OF FARQUAAD
0 MARCH OF FARQUAAD0
SHREK
(blank)
MARCH OF FARQUUAD
0 MARCH OF FARQUUAD0
SHREK
(blank)
MARCH OF FARQUUAD
5662052 MARCH OF FARQUUAD5662052
SHREK
(blank)
MARCH OF FARQUUAD
5662052 MARCH OF FARQUUAD 5662052
SHREK
(blank)
MAROF FARQUAAD 1M11
0 MAROF FARQUAAD 1M110
SHREK
(blank)
NOW KISS ME
0 NOW KISS ME0
SHREK
(blank)
NOW KISS ME
5662082 NOW KISS ME5662082
SHREK
(blank)
NOW KISS ME 5M55D
0 NOW KISS ME 5M55D0
SHREK
(blank)
OGRE HUNTERS
0 OGRE HUNTERS0
SHREK
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK
(blank)
OGRE HUNTERS 1M3
0 OGRE HUNTERS 1M30
SHREK
(blank)
OGRE HUNTERS FAIRYTALE DEATHCA
0 OGRE HUNTERS FAIRYTALE DEATHCA0
SHREK
(blank)
OGRE HUNTERSFAIRYTALE DEATHCAM
0 OGRE HUNTERSFAIRYTALE DEATHCAM0
SHREK
(blank)
ONE OF A KIND KNIGHT
0 ONE OF A KIND KNIGHT0
SHREK
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT 5662063
SHREK
(blank)
ONE OF A KIND KNIGHT SAVING DO
0 ONE OF A KIND KNIGHT SAVING DO0
SHREK
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK
(blank)
ONE OF KIND KNIGHT
0 ONE OF KIND KNIGHT0
SHREK
(blank)
PERFECT KING
0 PERFECT KING0
SHREK
(blank)
PERFECT KING
5662054 PERFECT KING5662054
SHREK
(blank)
PERFECT KING
5662054 PERFECT KING 5662054
SHREK
(blank)
PERFECT KING THE
0 PERFECT KING THE0
SHREK
(blank)
RIDE THE DRAGON
0 RIDE THE DRAGON0
SHREK
(blank)
RIDE THE DRAGON
5662079 RIDE THE DRAGON5662079
SHREK
(blank)
RIDE THE DRAGON
5662079 RIDE THE DRAGON 5662079
SHREK
(blank)
SAVING DONKEY S ASS
0 SAVING DONKEY S ASS0
SHREK
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS 5662064
SHREK
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK
(blank)
SHREK
0 SHREK0
SHREK
(blank)
SHREK
5812859 SHREK5812859
SHREK
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK
(blank)
SHREK CUES
0 SHREK CUES0
SHREK
(blank)
SHREK CUES
6617464 SHREK CUES6617464
7

SHREK
(blank)
SHREK CUES 01
0 SHREK CUES 010
SHREK
(blank)
SHREK CUES 02
0 SHREK CUES 020
SHREK
(blank)
SHREK CUES 03
0 SHREK CUES 030
SHREK
(blank)
SHREK CUES 1
0 SHREK CUES 10
SHREK
(blank)
SHREK CUES 2
0 SHREK CUES 20
SHREK
(blank)
SHREK CUES 3
0 SHREK CUES 30
SHREK
(blank)
SHREK END CREDITS
0 SHREK END CREDITS0
SHREK
(blank)
SHREK FILM
0 SHREK FILM0
SHREK
(blank)
SHREK MAIN TITLE
0 SHREK MAIN TITLE0
SHREK
(blank)
SHREK PM
0 SHREK PM0
SHREK
(blank)
SHREK POWELL GREGSON ED CHERRY
0 SHREK POWELL GREGSON ED CHERRY0
SHREK
(blank)
SHREK POWELL KING GREGSON WILL
0 SHREK POWELL KING GREGSON WILL0
SHREK
(blank)
SHREK PROMO
0 SHREK PROMO0
SHREK
(blank)
SHREK SMITH POWELL GREGSON WIL
0 SHREK SMITH POWELL GREGSON WIL0
SHREK
(blank)
SHREK-CUES
0 SHREK-CUES0
SHREK
(blank)
SINGING PRINCESS
0 SINGING PRINCESS0
SHREK
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS 5662071
 
SHREK
(blank)
SMELLS LIKE BRIMSTONE
0 SMELLS LIKE BRIMSTONE0
SHREK
(blank)
STARRY NIGHT
0 STARRY NIGHT0
SHREK
(blank)
STARRY NIGHT
5662070 STARRY NIGHT5662070
SHREK
(blank)
STARRY NIGHT
5662070 STARRY NIGHT 5662070
SHREK
(blank)
TOURNAMENT
0 TOURNAMENT0
 
SHREK
(blank)
TOURNAMENT FANFARE
0 TOURNAMENT FANFARE0
SHREK
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK
(blank)
TOURNAMENT FANFARE 2M18
0 TOURNAMENT FANFARE 2M180
SHREK
(blank)
TOURNAMENT SPEECH
0 TOURNAMENT SPEECH0
SHREK
(blank)
TOURNAMENT SPEECH
5662057 TOURNAMENT SPEECH5662057
SHREK
(blank)
TOURNAMENT SPEECH
5662057 TOURNAMENT SPEECH 5662057
SHREK
(blank)
TRANSFORMATION
0 TRANSFORMATION0
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION5662083
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION 5662083
SHREK
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK
(blank)
WHAAAT
0 WHAAAT0
SHREK
(blank)
WHAAAT 1M9B
0 WHAAAT 1M9B0
SHREK
(blank)
WHY WAIT TO BE WED
0 WHY WAIT TO BE WED0
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED 5662077
SHREK
(blank)
WHY WAIT TO BE WED YOU THOUGHT
0 WHY WAIT TO BE WED YOU THOUGHT0
SHREK
(blank)
WHY WAIT TO BE WEDYOU THOUGHT
0 WHY WAIT TO BE WEDYOU THOUGHT0
SHREK
(blank)
YOU ARE BEAUTIFUL
0 YOU ARE BEAUTIFUL0
SHREK
(blank)
YOU ARE BEAUTIFUL 5M56B
0 YOU ARE BEAUTIFUL 5M56B0
SHREK
(blank)
YOU THOUGHT WRONG
0 YOU THOUGHT WRONG0
SHREK
(blank)
YOU THOUGHT WRONG 4M52
0 YOU THOUGHT WRONG 4M520
SHREK 1
(blank)
SHREK 1
0 SHREK 10
SHREK 2
(blank)
A STALLION BABY
0 A STALLION BABY0
SHREK 2
(blank)
AFTER DINNER
0 AFTER DINNER0
SHREK 2
(blank)
ARE WE THERE YET
0 ARE WE THERE YET0
SHREK 2
(blank)
ARE WE THERE YET
7156884 ARE WE THERE YET7156884
SHREK 2
(blank)
ARRIVAL FANFARE
0 ARRIVAL FANFARE0
SHREK 2
(blank)
ARRIVAL FANFARE
7156885 ARRIVAL FANFARE7156885
SHREK 2
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK 2
(blank)
BKG SHREK 2 1
0 BKG SHREK 2 10
SHREK 2
(blank)
BKG SHREK 2 2
0 BKG SHREK 2 20
SHREK 2
(blank)
BKG SHREK 2 3
0 BKG SHREK 2 30
SHREK 2
(blank)
BKG SHREK 2 5
0 BKG SHREK 2 50
SHREK 2
(blank)
BKG SHREK 2 6
0 BKG SHREK 2 60
SHREK 2
(blank)
BY THE OL OAK
0 BY THE OL OAK0
SHREK 2
(blank)
CANZONE DELLA FATA MADRI
0 CANZONE DELLA FATA MADRI0
SHREK 2
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK 2
(blank)
CAUGHT
0 CAUGHT0
SHREK 2
(blank)
CHANGES FOR YOU
0 CHANGES FOR YOU0
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU 7156894
SHREK 2
(blank)
DEAR DIARY
0 DEAR DIARY0
SHREK 2
(blank)
DEEP FRIED
0 DEEP FRIED0
SHREK 2
(blank)
DINNER WALTZ
0 DINNER WALTZ0
SHREK 2
(blank)
DINNER WALTZ
7156891 DINNER WALTZ7156891
SHREK 2
(blank)
DINNER WALTZ CUES
0 DINNER WALTZ CUES0
SHREK 2
(blank)
DONKEY CRIES
0 DONKEY CRIES0
SHREK 2
(blank)
DRAGON
0 DRAGON0
SHREK 2
(blank)
DRAGON
7156935 DRAGON7156935
SHREK 2
(blank)
DRAGON
7156935 DRAGON 7156935
8

SHREK 2
(blank)
DRAGON FIONA AWAKENS
0 DRAGON FIONA AWAKENS0
SHREK 2
(blank)
DRINKS THE POTION
0 DRINKS THE POTION0
SHREK 2
(blank)
END HAPPILY EVER AFTER
0 END HAPPILY EVER AFTER0
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER 7156934
SHREK 2
(blank)
END THE HAPPILY EVER AFTER
0 END THE HAPPILY EVER AFTER0
SHREK 2
(blank)
EVE THE HAPPLLY EVER AFTER
0 EVE THE HAPPLLY EVER AFTER0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
0 FAIRY GODMOTHER SONG0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG 7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
0 FAIRY GODMOTHER SONG INTRO0
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO 7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG SHREK
0 FAIRY GODMOTHER SONG SHREK0
SHREK 2
(blank)
FAR FAR AWAY
0 FAR FAR AWAY0
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY 7156886
SHREK 2
(blank)
FAR FAR AWAY FANFARE
0 FAR FAR AWAY FANFARE0
SHREK 2
(blank)
FAR FAR AWAY FANFARE
7156277 FAR FAR AWAY FANFARE7156277
SHREK 2
(blank)
FGM CARD
0 FGM CARD0
SHREK 2
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD7156929
SHREK 2
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD 7156929
SHREK 2
(blank)
FIVE 0 FANFARE
0 FIVE 0 FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
0 FIVE O FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE7156882
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE 7156882
 
SHREK 2
(blank)
FIVEO FANFARE
0 FIVEO FANFARE0
SHREK 2
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK 2
(blank)
FROG
0 FROG0
SHREK 2
(blank)
GET THE WAND
0 GET THE WAND0
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND7156932
 
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND 7156932
SHREK 2
(blank)
GUM BALL BUTTON
0 GUM BALL BUTTON0
SHREK 2
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK 2
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK 2
(blank)
HAPPY TO SEE US CUES 1
0 HAPPY TO SEE US CUES 10
SHREK 2
(blank)
HE S AN OGRE
0 HE S AN OGRE0
SHREK 2
(blank)
HELLO HANDSOME
0 HELLO HANDSOME0
SHREK 2
(blank)
INSIDE THE FACTORY
0 INSIDE THE FACTORY0
SHREK 2
(blank)
KNIGHTS
0 KNIGHTS0
SHREK 2
(blank)
KNIGHTS REWIND
0 KNIGHTS REWIND0
SHREK 2
(blank)
LEAVING HOME
0 LEAVING HOME0
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME7156883
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME 7156883
SHREK 2
(blank)
LESS HEAT MORE FOAM
0 LESS HEAT MORE FOAM0
SHREK 2
(blank)
MAGIC TEA
0 MAGIC TEA0
SHREK 2
(blank)
MAKE HER HAPPY
0 MAKE HER HAPPY0
SHREK 2
(blank)
MONGO DROWNS
0 MONGO DROWNS0
SHREK 2
(blank)
MUFFIN MAN
0 MUFFIN MAN0
SHREK 2
(blank)
NEED TO TALK
0 NEED TO TALK0
SHREK 2
(blank)
NEW CLOTHERS
0 NEW CLOTHERS0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING
0 NEW CLOTHES FLYING TALKING0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING D
0 NEW CLOTHES FLYING TALKING D0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
0 NEW CLOTHES FLYING TALKING DON0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
7156916 NEW CLOTHES FLYING TALKING DON7156916
SHREK 2
(blank)
NEW SHREK
0 NEW SHREK0
SHREK 2
(blank)
NO OGRES
0 NO OGRES0
SHREK 2
(blank)
NOT MEANT TO BE
0 NOT MEANT TO BE0
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE 7156913
SHREK 2
(blank)
OBLIGED TO HELP
0 OBLIGED TO HELP0
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP 7156905
SHREK 2
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK 2
(blank)
POISON APPLE
0 POISON APPLE0
SHREK 2
(blank)
POTION ROOM
0 POTION ROOM0
SHREK 2
(blank)
PRE RED CARPET
0 PRE RED CARPET0
SHREK 2
(blank)
PRINCE CHARMING
0 PRINCE CHARMING0
SHREK 2
(blank)
PRINCE CHARMING
7954623 PRINCE CHARMING7954623
SHREK 2
(blank)
PRINCE OF HER DREAMS
0 PRINCE OF HER DREAMS0
SHREK 2
(blank)
PUSS ATTACK
0 PUSS ATTACK0
SHREK 2
(blank)
PUSS SAVES THE DAY
0 PUSS SAVES THE DAY0
9

SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY7156931
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY 7156931
SHREK 2
(blank)
PUSS STING
0 PUSS STING0
SHREK 2
(blank)
PUSS STING
7156293 PUSS STING7156293
SHREK 2
(blank)
QUARTET A
0 QUARTET A0
SHREK 2
(blank)
QUARTET B
0 QUARTET B0
SHREK 2
(blank)
QUARTET C
0 QUARTET C0
SHREK 2
(blank)
RED CARPET
0 RED CARPET0
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET 7156921
SHREK 2
(blank)
SHERK II
0 SHERK II0
SHREK 2
(blank)
SHERK II CUES
0 SHERK II CUES0
SHREK 2
(blank)
SHREK
0 SHREK0
SHREK 2
(blank)
SHREK
5812859 SHREK5812859
SHREK 2
(blank)
SHREK 2
0 SHREK 20
SHREK 2
(blank)
SHREK 2 1
0 SHREK 2 10
SHREK 2
(blank)
SHREK 2 2
0 SHREK 2 20
SHREK 2
(blank)
SHREK 2 3
0 SHREK 2 30
SHREK 2
(blank)
SHREK 2 5
0 SHREK 2 50
SHREK 2
(blank)
SHREK 2 6
0 SHREK 2 60
SHREK 2
(blank)
SHREK 2 CUE
0 SHREK 2 CUE0
SHREK 2
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK 2
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK 2
(blank)
SHREK 2 END TITLE
0 SHREK 2 END TITLE0
SHREK 2
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK 2
(blank)
SHREK 2 FILMMUSIC
0 SHREK 2 FILMMUSIC0
SHREK 2
(blank)
SHREK 2 PROMO
0 SHREK 2 PROMO0
SHREK 2
(blank)
SHREK 2-CUES
0 SHREK 2-CUES0
SHREK 2
(blank)
SHREK CUES
0 SHREK CUES0
SHREK 2
(blank)
SHREK II
0 SHREK II0
SHREK 2
(blank)
SHREK II CUES
0 SHREK II CUES0
SHREK 2
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK 2
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK 2
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK 2
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK 2
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
 
SHREK 2
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK 2
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 2
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 2
(blank)
STALLION BABY
0 STALLION BABY0
SHREK 2
(blank)
STOP THE CAR
0 STOP THE CAR0
SHREK 2
(blank)
THONG
0 THONG0
 
SHREK 2
(blank)
TO THE FACTORY
0 TO THE FACTORY0
SHREK 2
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK 2
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK 2
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK 2
(blank)
WE NEED TO TALK
0 WE NEED TO TALK0
SHREK 2
(blank)
WHERE WERE WE
0 WHERE WERE WE0
SHREK 2
(blank)
WHERE WERE WE
7156881 WHERE WERE WE7156881
SHREK 2
(blank)
WHO DARES ENTER
0 WHO DARES ENTER0
SHREK 2
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 2 2004
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 2004
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2 2004
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 ANIM
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2 ANIM
(blank)
NEED TO TALK
7156285 NEED TO TALK7156285
SHREK 2 ANIM
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK 2 ANIM
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 2001
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK 2001
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK 2001
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK 2001
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK 2001
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK 2001
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK 2001
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2001
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK 2001
(blank)
SHREK
5812859 SHREK5812859
SHREK 2001
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK 2001
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 3 2007
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK 3 2007
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK 3 2007
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK 3 2007
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK 3 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 2007
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
10

SHREK 3 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK 3 2007
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 2007
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK 3 2007
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK 3 CROWNED 15
15913 C 2007
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK 3 PROMO
(blank)
SHREK 3 PROMO
0 SHREK 3 PROMO0
SHREK 3D BONUS SHORT
(blank)
SHREK 3D BONUS SHORT
11186548 SHREK 3D BONUS SHORT11186548
SHREK 4
(blank)
SHREK 4
0 SHREK 40
SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D END
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AL UNIVERSAL 2
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL CUE
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DIN DIN
0 DIN DIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DRAGON CHASE
0 DRAGON CHASE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
0 FIONA RISES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
6570753 FIONA RISES6570753
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 1
0 GHOST OF LORD FARQUAAD CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 2
0 GHOST OF LORD FARQUAAD CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD OPENING
0 GHOST OF LORD FARQUAAD OPENING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD THE END
0 GHOST OF LORD FARQUAAD THE END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
0 GRAVEYARD0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
6570749 GRAVEYARD6570749
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
MAIN EVENT
0 MAIN EVENT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
0 ON THE WATER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
6570752 ON THE WATER6570752
 
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UNPON A TIME
0 ONCE UNPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME CUES
0 ONCE UPON A TIME CUES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 1
0 SHREK 3D CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 2
0 SHREK 3D CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 3
0 SHREK 3D CUES 30
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D END
0 SHREK 3D END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME CLOSING
0 SHREK 4D END THEME CLOSING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL THE
0 SHREK 4D RIDE AT UNIVERSAL THE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK ANIM
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
 
SHREK ANIM
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
11

SHREK ANIM
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK ANIM
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK ANIM
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK ANIM
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK ANIM
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK ANIM
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK ANIM
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK ANIM
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK END CREDITS
(blank)
SHREK END CREDITS
28566787 SHREK END CREDITS28566787
SHREK FAMILY
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FILM
(blank)
SHREK FILM
0 SHREK FILM0
SHREK FOREVER
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
ALL OVER AGAIN
0 ALL OVER AGAIN0
SHREK FOREVER AFTER
(blank)
BALL FULL OF OGRES
0 BALL FULL OF OGRES0
SHREK FOREVER AFTER
(blank)
BIG EYES
0 BIG EYES0
SHREK FOREVER AFTER
(blank)
BKG SHREK FOREVER AFTER
0 BKG SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
0 CALLIOPE MUSIC0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC 12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC FR SHREK FOREVE
0 CALLIOPE MUSIC FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
CAPTURED
0 CAPTURED0
SHREK FOREVER AFTER
(blank)
DARLING I DO
0 DARLING I DO0
SHREK FOREVER AFTER
(blank)
DAYS GO BY
0 DAYS GO BY0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME
0 DEAL OF A LIFETIME0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHRE
0 DEAL OF A LIFETIME FR SHRE0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
0 DEAL OF A LIFETIME FR SHREK FO0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK FOREVER AFTER
(blank)
DIN DIN
0 DIN DIN0
SHREK FOREVER AFTER
(blank)
DIN DIN ALBUM VERSION
0 DIN DIN ALBUM VERSION0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER A
0 DIN DIN FR SHREK FOREVER A0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
0 DIN DIN FR SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER
(blank)
DIN DIN SHREK FOREVER AFTER
0 DIN DIN SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE
0 EXIT CLAUSE THE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK F
0 EXIT CLAUSE THE FR SHREK F0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
0 EXIT CLAUSE THE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER
(blank)
FIONA DOESN T LOVE ME
0 FIONA DOESN T LOVE ME0
SHREK FOREVER AFTER
(blank)
FIONA IS GONE
0 FIONA IS GONE0
SHREK FOREVER AFTER
(blank)
FIONA THROWS SHREK OUT
0 FIONA THROWS SHREK OUT0
SHREK FOREVER AFTER
(blank)
FIONA TRAINS
0 FIONA TRAINS0
SHREK FOREVER AFTER
(blank)
FLUTE ON OGRE
0 FLUTE ON OGRE0
SHREK FOREVER AFTER
(blank)
GINGY
0 GINGY0
SHREK FOREVER AFTER
(blank)
KISSED BY ME
0 KISSED BY ME0
 
SHREK FOREVER AFTER
(blank)
MAIN EVENT
0 MAIN EVENT0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE
0 MAIN EVENT THE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FO
0 MAIN EVENT THE FR SHREK FO0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
0 MAIN EVENT THE FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER
(blank)
MY ANGRY WIG
0 MY ANGRY WIG0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK
0 NEVER BEEN BETTER FR SHREK0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
0 NEVER BEEN BETTER FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER
(blank)
NOT PART OF THE DEAL
0 NOT PART OF THE DEAL0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE
0 OGRE RESISTANCE0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE FR SHREK FOREV
0 OGRE RESISTANCE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR S
0 ONCE MORE UPON A TIME FR S0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
0 ONCE MORE UPON A TIME FR SHREK0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
12

SHREK FOREVER AFTER
(blank)
ONCE MORE UPONT A TIME FR SHRE
0 ONCE MORE UPONT A TIME FR SHRE0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER
(blank)
PAY THE PIPER
0 PAY THE PIPER0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
0 PIED PIPER PLAYS RUMPEL0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL 12530779
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
0 PLAN OF ATTACK0
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK 12530735
SHREK FOREVER AFTER
(blank)
PLANNING THE ATTACK FR SHREK F
0 PLANNING THE ATTACK FR SHREK F0
SHREK FOREVER AFTER
(blank)
PUSS
0 PUSS0
SHREK FOREVER AFTER
(blank)
RUMPEL
0 RUMPEL0
SHREK FOREVER AFTER
(blank)
RUMPEL MEETING
0 RUMPEL MEETING0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUCEMENT
0 RUMPEL S ANNOUCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
0 RUMPEL S ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
 
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT 12530765
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT FR SHREK
0 RUMPEL S ANNOUNCEMENT FR SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S CARRIAGE
0 RUMPEL S CARRIAGE0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK F
0 RUMPEL S DEFEAT FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
0 RUMPEL S DEFEAT FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
11727990 RUMPEL S DEFEAT FR SHREK FOREV11727990
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM
0 RUMPEL S KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM FR SHREK FORE
0 RUMPEL S KINGDOM FR SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM SHREK FORE
0 RUMPEL S KINGDOM SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
0 RUMPEL S NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM 12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM SHREK
0 RUMPEL S NEW KINGDOM SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S ON THE MOVE
0 RUMPEL S ON THE MOVE0
SHREK FOREVER AFTER
(blank)
RUMPELS ANNOUNCEMENT
0 RUMPELS ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT
0 RUMPELS DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT FR SHREK FOREVE
0 RUMPELS DEFEAT FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELS KINGDOM
0 RUMPELS KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELS NEW KINGDOM
0 RUMPELS NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELSTILSKIN FR SHREK FOREVE
0 RUMPELSTILSKIN FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK F
0 RUMPELSTILTSKIN FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
0 RUMPELSTILTSKIN FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER
(blank)
SHE S BACK
0 SHE S BACK0
SHREK FOREVER AFTER
(blank)
SHREK
0 SHREK0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK FOREVER AFTER
(blank)
SHREK AND FIONA FIGHT
0 SHREK AND FIONA FIGHT0
SHREK FOREVER AFTER
(blank)
SHREK CRIES
0 SHREK CRIES0
SHREK FOREVER AFTER
(blank)
SHREK CUES
0 SHREK CUES0
SHREK FOREVER AFTER
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER
0 SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
0 SHREK FOREVER AFTER CUES0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 01
0 SHREK FOREVER AFTER CUES 010
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 02
0 SHREK FOREVER AFTER CUES 020
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 03
0 SHREK FOREVER AFTER CUES 030
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUWWL
0 SHREK FOREVER AFTER CUWWL0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
0 SHREK FOREVER AFTER END CREDIT0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END TITLE
0 SHREK FOREVER AFTER END TITLE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER FILM
0 SHREK FOREVER AFTER FILM0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER SCORE
0 SHREK FOREVER AFTER SCORE0
 
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER WWL
0 SHREK FOREVER AFTER WWL0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER-CUES
0 SHREK FOREVER AFTER-CUES0
SHREK FOREVER AFTER
(blank)
SHREK MEETS RUMPEL
0 SHREK MEETS RUMPEL0
13

SHREK FOREVER AFTER
(blank)
SHREK S WISH
0 SHREK S WISH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS
0 SHREK SIGNS0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SH
0 SHREK SIGNS THE DEAL FR SH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
0 SHREK SIGNS THE DEAL FR SHREK0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD 10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK FOREVER AFTER
(blank)
SHREK WAS NEVER BORN
0 SHREK WAS NEVER BORN0
SHREK FOREVER AFTER
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK FOREVER AFTER
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK FOREVER AFTER
(blank)
WAFFLES
0 WAFFLES0
SHREK FOREVER AFTER
(blank)
WITCHES
0 WITCHES0
SHREK FOREVER AFTER
(blank)
YOU ARE THE ONE
0 YOU ARE THE ONE0
SHREK FOREVER AFTER 2010
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 2010
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 2010
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 2010
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 2010
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER 2010
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER 2010
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER 3D
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 3D
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 3D
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER 3D
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER 3D
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 3D
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 3D
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER 3D
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER 3D
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
 
SHREK FOREVER AFTER 3D
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER CARTOON
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER CARTOON
(blank)
SHREK
5812859 SHREK5812859
SHREK FOREVER AFTER CARTOON
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER CARTOON
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER END CREDIT
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER HEBREW VER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER
28566795 SHREK FOREVER AFTER28566795
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AVTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AVTER
(blank)
DIN DIN ALBUM VERSION
22782798 DIN DIN ALBUM VERSION22782798
SHREK FOREVER AVTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AVTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AVTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AVTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AVTER
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK HEBREW VERSION
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK HEBREW VERSION
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK HEBREW VERSION
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
14

SHREK HEBREW VERSION
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK HEBREW VERSION
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK HEBREW VERSION
(blank)
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK II
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK II
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK II
(blank)
DRAGON
7156935 DRAGON7156935
SHREK II
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK II
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK II
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK II
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK II
(blank)
GET THE WAND
7156932 GET THE WAND7156932
 
SHREK II
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
SHREK II
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK II
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK II
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK II
(blank)
SHREK II
0 SHREK II0
SHREK II
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK II
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK II
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK II
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK II
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK SIGNS
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK SPECIAL SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK THE GHOST OF LORD FARQUA
(blank)
DRAGON CHASE
6570751 DRAGON CHASE6570751
SHREK THE GHOST OF LORD FARQUA
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK THE HALLS
(blank)
159 DAYS LEFT
0 159 DAYS LEFT0
SHREK THE HALLS
(blank)
159 DAYS LEFT
10173576 159 DAYS LEFT10173576
SHREK THE HALLS
(blank)
A WHITE CHRISTMAS
0 A WHITE CHRISTMAS0
SHREK THE HALLS
(blank)
BAD DONKEY
0 BAD DONKEY0
SHREK THE HALLS
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREK THE HALLS
(blank)
CLOSING
0 CLOSING0
SHREK THE HALLS
(blank)
CLOSING
10173585 CLOSING10173585
SHREK THE HALLS
(blank)
DECORATING
0 DECORATING0
SHREK THE HALLS
(blank)
DECORATING
10173586 DECORATING10173586
SHREK THE HALLS
(blank)
DONKEY CARD
0 DONKEY CARD0
SHREK THE HALLS
(blank)
DONKEY CARD
10173588 DONKEY CARD10173588
SHREK THE HALLS
(blank)
DONKEY S STORY
0 DONKEY S STORY0
SHREK THE HALLS
(blank)
DONKEY S STORY
10173602 DONKEY S STORY10173602
SHREK THE HALLS
(blank)
DONKEYS STORY
0 DONKEYS STORY0
SHREK THE HALLS
(blank)
FAMILY READY
0 FAMILY READY0
SHREK THE HALLS
(blank)
FAMILY READY
10173599 FAMILY READY10173599
SHREK THE HALLS
(blank)
FIONA WAIT
0 FIONA WAIT0
SHREK THE HALLS
(blank)
FIONA WAIT
10173609 FIONA WAIT10173609
SHREK THE HALLS
(blank)
GANG PREP
6919741 GANG PREP6919741
SHREK THE HALLS
(blank)
GIVE ME A HUG
0 GIVE ME A HUG0
SHREK THE HALLS
(blank)
GIVE ME A HUG
10173610 GIVE ME A HUG10173610
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
0 GIVE ME THE BOOK0
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREK THE HALLS
(blank)
HALLELUJAH
0 HALLELUJAH0
SHREK THE HALLS
(blank)
HALLELUJAH
10173603 HALLELUJAH10173603
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
0 HALLELUJAH WAFFLE SANTA0
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
10212935 HALLELUJAH WAFFLE SANTA10212935
SHREK THE HALLS
(blank)
HEY SWEETIES
0 HEY SWEETIES0
SHREK THE HALLS
(blank)
HEY SWEETIES
10173601 HEY SWEETIES10173601
SHREK THE HALLS
(blank)
MORNING
0 MORNING0
SHREK THE HALLS
(blank)
MORNING
10173587 MORNING10173587
 
SHREK THE HALLS
(blank)
MY SPOT
0 MY SPOT0
SHREK THE HALLS
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREK THE HALLS
(blank)
OPENING
0 OPENING0
SHREK THE HALLS
(blank)
PREPARATIONS
0 PREPARATIONS0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
0 SANTA CLAUZILLA0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
10173604 SANTA CLAUZILLA10173604
SHREK THE HALLS
(blank)
SANTA SHREK
0 SANTA SHREK0
SHREK THE HALLS
(blank)
SANTA SHREK
10173613 SANTA SHREK10173613
SHREK THE HALLS
(blank)
SHREK THE HALLS
0 SHREK THE HALLS0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES
0 SHREK THE HALLS CUES0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 2
0 SHREK THE HALLS CUES 20
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 4
0 SHREK THE HALLS CUES 40
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 5
0 SHREK THE HALLS CUES 50
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
0 SHREK THE HALLS MAIN TITLE0
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
10173575 SHREK THE HALLS MAIN TITLE10173575
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
15

SHREK THE HALLS
(blank)
SHREK THE HALLS OPENING
0 SHREK THE HALLS OPENING0
SHREK THE HALLS
(blank)
SHREK THE HALLS TELEFILM
0 SHREK THE HALLS TELEFILM0
SHREK THE HALLS
(blank)
SHREK THE HALLS WWL
0 SHREK THE HALLS WWL0
SHREK THE HALLS
(blank)
SHREK THE HALLS-CUES
0 SHREK THE HALLS-CUES0
SHREK THE HALLS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE HALLS
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE HALLS MAIN TITLE THE
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE THIRD
(blank)
ARTHUR
0 ARTHUR0
SHREK THE THIRD
(blank)
ARTIE
0 ARTIE0
SHREK THE THIRD
(blank)
ARTIE S BIG HEAD
0 ARTIE S BIG HEAD0
SHREK THE THIRD
(blank)
BABY DREAMS
0 BABY DREAMS0
SHREK THE THIRD
(blank)
BABY SHOWER
0 BABY SHOWER0
SHREK THE THIRD
(blank)
BEDTIME
0 BEDTIME0
SHREK THE THIRD
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 1
0 BKG SHREK THE THIRD 10
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 2
0 BKG SHREK THE THIRD 20
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 3
0 BKG SHREK THE THIRD 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 4
0 BKG SHREK THE THIRD 40
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 5
0 BKG SHREK THE THIRD 50
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 6
0 BKG SHREK THE THIRD 60
SHREK THE THIRD
(blank)
CHARADES
0 CHARADES0
SHREK THE THIRD
(blank)
CHARMING ARRIVES
0 CHARMING ARRIVES0
 
SHREK THE THIRD
(blank)
CHARMING S COUP
0 CHARMING S COUP0
SHREK THE THIRD
(blank)
CHARMINGS COUP
0 CHARMINGS COUP0
SHREK THE THIRD
(blank)
CHARMNING COUP
0 CHARMNING COUP0
SHREK THE THIRD
(blank)
CHARMNING S COUP
0 CHARMNING S COUP0
SHREK THE THIRD
(blank)
CHARMNNING S COUP
0 CHARMNNING S COUP0
SHREK THE THIRD
(blank)
CONVINCING ENOUGH
0 CONVINCING ENOUGH0
SHREK THE THIRD
(blank)
COURTLY ATTIRE
0 COURTLY ATTIRE0
SHREK THE THIRD
(blank)
DONKEY WISDOM
0 DONKEY WISDOM0
SHREK THE THIRD
(blank)
DONKEY WISDOM
9233132 DONKEY WISDOM9233132
SHREK THE THIRD
(blank)
EVERLASTING LOVE
0 EVERLASTING LOVE0
SHREK THE THIRD
(blank)
FATHERLY TALK
0 FATHERLY TALK0
SHREK THE THIRD
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK THE THIRD
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK THE THIRD
(blank)
GINGI BAKED
0 GINGI BAKED0
SHREK THE THIRD
(blank)
GINGI BAKED
9233183 GINGI BAKED9233183
SHREK THE THIRD
(blank)
GINGI FLASHBACK
0 GINGI FLASHBACK0
SHREK THE THIRD
(blank)
GINGI FLASHBACK
9233181 GINGI FLASHBACK9233181
SHREK THE THIRD
(blank)
GINGI MOVIES
0 GINGI MOVIES0
SHREK THE THIRD
(blank)
GINGI MOVIES
9233186 GINGI MOVIES9233186
SHREK THE THIRD
(blank)
GINGI TOM APART
0 GINGI TOM APART0
SHREK THE THIRD
(blank)
GINGI TORN APART
0 GINGI TORN APART0
SHREK THE THIRD
(blank)
GINGI TORNS APART
0 GINGI TORNS APART0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK THE THIRD
(blank)
HOLD IT
0 HOLD IT0
SHREK THE THIRD
(blank)
HOOK ATTACK
0 HOOK ATTACK0
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK 9233229
SHREK THE THIRD
(blank)
HOOK ATTACK THE
0 HOOK ATTACK THE0
SHREK THE THIRD
(blank)
HREK THE THIRD OPENING THEME
0 HREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
IN THE BEDROOM
0 IN THE BEDROOM0
SHREK THE THIRD
(blank)
IN THE DRESSING ROOM
0 IN THE DRESSING ROOM0
SHREK THE THIRD
(blank)
IT S SO HARD
0 IT S SO HARD0
SHREK THE THIRD
(blank)
JOIN ME
0 JOIN ME0
SHREK THE THIRD
(blank)
JOKE TROMBONE
0 JOKE TROMBONE0
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE 9233163
SHREK THE THIRD
(blank)
KING DIES
0 KING DIES0
SHREK THE THIRD
(blank)
KING DIES
9233118 KING DIES9233118
SHREK THE THIRD
(blank)
KING DIES THE
0 KING DIES THE0
SHREK THE THIRD
(blank)
MERLIN
0 MERLIN0
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN9233211
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN 9233211
SHREK THE THIRD
(blank)
MERLIN CONGAS
0 MERLIN CONGAS0
SHREK THE THIRD
(blank)
MOMMY
0 MOMMY0
SHREK THE THIRD
(blank)
MOMMY
9233100 MOMMY9233100
SHREK THE THIRD
(blank)
NOT YOUR FRIENDS
0 NOT YOUR FRIENDS0
 
SHREK THE THIRD
(blank)
OLD LADY
0 OLD LADY0
SHREK THE THIRD
(blank)
OPENING SHREK THE THIRD
0 OPENING SHREK THE THIRD0
SHREK THE THIRD
(blank)
OPENING TITLES
0 OPENING TITLES0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
0 ORCHESTRA TUNE UP0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP 9233248
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
0 OUT OF FLASHBACK0
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
9233195 OUT OF FLASHBACK9233195
16

SHREK THE THIRD
(blank)
PARTY GOES AWRY
0 PARTY GOES AWRY0
SHREK THE THIRD
(blank)
PARTY GOES AWRY
9233110 PARTY GOES AWRY9233110
SHREK THE THIRD
(blank)
PEACHES
0 PEACHES0
SHREK THE THIRD
(blank)
PINOCCHIO
0 PINOCCHIO0
SHREK THE THIRD
(blank)
PINOCCHIO S PRESENT DRUM ROLL
0 PINOCCHIO S PRESENT DRUM ROLL0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
0 PINOCCHIO S QUESTIONING0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
9233201 PINOCCHIO S QUESTIONING9233201
SHREK THE THIRD
(blank)
PREGGERS
0 PREGGERS0
SHREK THE THIRD
(blank)
PRINCESS CATFIGHT
0 PRINCESS CATFIGHT0
SHREK THE THIRD
(blank)
PRINCESS POW POW
0 PRINCESS POW POW0
SHREK THE THIRD
(blank)
PRINCESS POW WOW
0 PRINCESS POW WOW0
SHREK THE THIRD
(blank)
PUSS AT WINDOW
0 PUSS AT WINDOW0
SHREK THE THIRD
(blank)
RETURN TO FAR FAR AWAY
0 RETURN TO FAR FAR AWAY0
SHREK THE THIRD
(blank)
ROYAL AWAKENING
0 ROYAL AWAKENING0
SHREK THE THIRD
(blank)
SAILING
0 SAILING0
SHREK THE THIRD
(blank)
SHIPWRECK
0 SHIPWRECK0
SHREK THE THIRD
(blank)
SHOW OPENING
0 SHOW OPENING0
SHREK THE THIRD
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK THE THIRD
(blank)
SHOW OPENING
9233249 SHOW OPENING 9233249
SHREK THE THIRD
(blank)
SHREK 2
0 SHREK 20
SHREK THE THIRD
(blank)
SHREK 3
0 SHREK 30
SHREK THE THIRD
(blank)
SHREK 3 CUES
0 SHREK 3 CUES0
SHREK THE THIRD
(blank)
SHREK CUES
0 SHREK CUES0
SHREK THE THIRD
(blank)
SHREK CUES 01
0 SHREK CUES 010
SHREK THE THIRD
(blank)
SHREK III
0 SHREK III0
SHREK THE THIRD
(blank)
SHREK III THEME
0 SHREK III THEME0
SHREK THE THIRD
(blank)
SHREK RISING
0 SHREK RISING0
SHREK THE THIRD
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
 
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585409 SHREK THE THIRD10585409
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585411 SHREK THE THIRD10585411
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD 10585412
SHREK THE THIRD
(blank)
SHREK THE THIRD 1
0 SHREK THE THIRD 10
SHREK THE THIRD
(blank)
SHREK THE THIRD 2
0 SHREK THE THIRD 20
SHREK THE THIRD
(blank)
SHREK THE THIRD 3
0 SHREK THE THIRD 30
SHREK THE THIRD
(blank)
SHREK THE THIRD 4
0 SHREK THE THIRD 40
SHREK THE THIRD
(blank)
SHREK THE THIRD 5
0 SHREK THE THIRD 50
SHREK THE THIRD
(blank)
SHREK THE THIRD 6
0 SHREK THE THIRD 60
SHREK THE THIRD
(blank)
SHREK THE THIRD BG
0 SHREK THE THIRD BG0
SHREK THE THIRD
(blank)
SHREK THE THIRD BG CUES
0 SHREK THE THIRD BG CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 01
0 SHREK THE THIRD CUES 010
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 02
0 SHREK THE THIRD CUES 020
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 03
0 SHREK THE THIRD CUES 030
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 04
0 SHREK THE THIRD CUES 040
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 05
0 SHREK THE THIRD CUES 050
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 2
0 SHREK THE THIRD CUES 20
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 3
0 SHREK THE THIRD CUES 30
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 4
0 SHREK THE THIRD CUES 40
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 5
0 SHREK THE THIRD CUES 50
SHREK THE THIRD
(blank)
SHREK THE THIRD FILM
0 SHREK THE THIRD FILM0
SHREK THE THIRD
(blank)
SHREK THE THIRD MAIN TITLE
0 SHREK THE THIRD MAIN TITLE0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING9233098
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING 9233098
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING THEME
0 SHREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING TITLE
0 SHREK THE THIRD OPENING TITLE0
SHREK THE THIRD
(blank)
SHREK THE THIRD-CUES
0 SHREK THE THIRD-CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRDOPENING
0 SHREK THE THIRDOPENING0
SHREK THE THIRD
(blank)
SHREK TRUE LOVES FIRST KISS
0 SHREK TRUE LOVES FIRST KISS0
SHREK THE THIRD
(blank)
SHUT UP LADY
0 SHUT UP LADY0
SHREK THE THIRD
(blank)
SORRY WE RE LATE
0 SORRY WE RE LATE0
SHREK THE THIRD
(blank)
SORRY WERE LATE
0 SORRY WERE LATE0
SHREK THE THIRD
(blank)
SWAMP WALTZ
0 SWAMP WALTZ0
SHREK THE THIRD
(blank)
TACTICS
0 TACTICS0
SHREK THE THIRD
(blank)
TEA PARTY
0 TEA PARTY0
SHREK THE THIRD
(blank)
TEA PARTY
9233180 TEA PARTY9233180
SHREK THE THIRD
(blank)
TIMP RIM SHOT
0 TIMP RIM SHOT0
SHREK THE THIRD
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK THE THIRD
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT 9233257
SHREK THE THIRD
(blank)
TO THE POISON APPLE
0 TO THE POISON APPLE0
SHREK THE THIRD
(blank)
TRIP HOME
0 TRIP HOME0
SHREK THE THIRD
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK THE THIRD
(blank)
TRIP HOME
9233232 TRIP HOME 9233232
SHREK THE THIRD
(blank)
TRIP HOME THE
0 TRIP HOME THE0
 
SHREK THE THIRD
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
17

SHREK THE THIRD
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK THE THIRD
(blank)
VILLAIN SPEECH
0 VILLAIN SPEECH0
SHREK THE THIRD
(blank)
WHAT SHOW
0 WHAT SHOW0
SHREK THE THIRD
(blank)
WHAT SHOWL
0 WHAT SHOWL0
SHREK THE THIRD
(blank)
YOU LL BE SORRY
0 YOU LL BE SORRY0
SHREK THE THIRD 1C
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK THE THIRD 1C
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD 1C
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK THE THIRD OPENING
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING9233098
SHREK THE THIRD PROMO
(blank)
SHREK THE THIRD PROMO
0 SHREK THE THIRD PROMO0
SHREKKATI PER LE FESTE
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREKKATI PER LE FESTE
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREKKATI PER LE FESTE
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREKKATO DA MORIRE
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
STK 030 002 SHREK 11
(blank)
STK 030 002 SHREK 11
0 STK 030 002 SHREK 110
TRAILER SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER BL
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER CH
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER FO
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER PU
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER WA
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER WE
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
UIP 010 026 UIP SHREK 2
(blank)
UIP 010 026 UIP SHREK 2
0 UIP 010 026 UIP SHREK 20
UIP 010 026 VIP SHREK 2
(blank)
UIP 010 026 VIP SHREK 2
0 UIP 010 026 VIP SHREK 20
UIP 010 028 SHREK 11
(blank)
UIP 010 028 SHREK 11
0 UIP 010 028 SHREK 110
UIP 010 029 SHREK 11
(blank)
UIP 010 029 SHREK 11
0 UIP 010 029 SHREK 110
UIP 015 314 M SHREK THE THIRD
(blank)
UIP 015 314 M SHREK THE THIRD
0 UIP 015 314 M SHREK THE THIRD0
UIP 015 315 M SHREK THE THIRD
(blank)
UIP 015 315 M SHREK THE THIRD
0 UIP 015 315 M SHREK THE THIRD0
UIP 015 316 M SHREK THE THIRD
(blank)
UIP 015 316 M SHREK THE THIRD
0 UIP 015 316 M SHREK THE THIRD0
UIP 020 023 UIP SHREK 2
(blank)
UIP 020 023 UIP SHREK 2
0 UIP 020 023 UIP SHREK 20
UIP 020 025 UIP SHREK 2
(blank)
UIP 020 025 UIP SHREK 2
0 UIP 020 025 UIP SHREK 20
UIP 030 022 SHREK
(blank)
UIP 030 022 SHREK
0 UIP 030 022 SHREK0
UIP SHREK 3
(blank)
UIP SHREK 3
0 UIP SHREK 30
 
UIT 010 452 UIP SHREK 3
(blank)
UIT 010 452 UIP SHREK 3
0 UIT 010 452 UIP SHREK 30
UIT 010 456 UIT SHREK THE THIR
(blank)
UIT 010 456 UIT SHREK THE THIR
0 UIT 010 456 UIT SHREK THE THIR0
UIT 020 457 UIP SHREK 3
(blank)
UIT 020 457 UIP SHREK 3
0 UIT 020 457 UIP SHREK 30
UIT 020 458 M UIP SHREK 3
(blank)
UIT 020 458 M UIP SHREK 3
0 UIT 020 458 M UIP SHREK 30
18

EX1A-6 MAT CTRCT 8 f1a2022ex6-3_publicshrekroya.htm FORM OF ROYALTY ACCOUNTING AGREEMENT, BETWEEN ROYALTY EXCHANGE INC. AND PUBLIC S
Exhibit 6.3
ROYALTY ACCOUNTING AGREEMENT
 
This royalty accounting agreement is dated as of the date of its full execution and is between ROYALTY EXCHANGE INC., a Delaware corporation ("Company"), whose address is 1550 Larimer St. #769, Denver, C) 80202 and Public Shrek Royalties LLC, a Delaware limited liability company ("Owner") whose address is 6 Harrison St, 5th Flr, New York, NY 10013.           
          Owner owns an interest in the royalty or income stream(s) indicated in Exhibit A (“Asset”).
          The distributor of royalty payments for the Asset (“Distributor”) may not be capable of making accurate royalty payments according to Owner’s interest in the Asset.
        Owner wants to engage Company to ensure that royalty payments for Owner’s Asset are accurately made to Owner.
           The parties therefore agree as follows:
1.       Engagement. With respect to the Asset listed in Exhibit A, Owner hereby engages Company to collect royalty payments from all royalty Distributors on Owner’s behalf, account for Owner’s interest in the Asset, and distribute the royalty payments to Owner. The parties acknowledge that Company’s obligations relate solely to the collection, accounting, and distribution of Owner’s royalty payments for the Asset.
2.       Term. The rights and obligations of the parties begin on the date stated above and continue for the full duration of Owner's interest in the royalty payments, unless earlier terminated according to Section 3.
3.     Termination. The parties acknowledge that it may be necessary for Company or another entity to account for the royalty payments for the full duration of Owner’s interest in the royalty payments. Therefore, Owner may not terminate this agreement without Company’s written consent. However, if Company is dissolved, otherwise unable to perform its obligations, or determines that the Distributor or another entity (a “Replacement Accountant”) is able to satisfactorily account for the royalty payments, Company may terminate this agreement.
4.       Replacement Steps.  Promptly after termination, both parties shall take all steps necessary, including but not limited to signing documents, giving notices, and providing information, to direct the Replacement Accountant to collect and distribute the royalty payments to Owner ("Replacement Steps"). If one party requests the other to take a Replacement Step, and the requested party fails to give notice or execute a document, as applicable, within 14 days after the request, the requested party appoints the requesting party, as the requested party’s true and lawful attorney, to give any notice and execute all documents in the requested party’s name. The requesting party shall deliver to the requested party copies of all notices and documents executed by the requesting party in the exercise of the power of attorney. The power of attorney granted to the requesting party is limited and specific to Replacement Steps.
5.      Accounting Fee. Company will deduct its accounting fee, which equals 5% of each royalty payment made to Owner, from each distribution payable to Owner during the Term. If Company incurs a banking transaction fee for sending Owner's royalty payment, Company may withhold the fee and deduct it from the amount payable to Owner.
6.       Owner’s Statements of Fact. Owner states that it has sole right to the royalty payments for the Asset and has full authority to enter this agreement.
7.        Accounting.
 
1

7.1. Upon Company's request, Owner shall provide a complete and accurate W-9 or W-8 tax document, as applicable. Company may withhold payments due under this agreement until Owner has provided the appropriate tax document.
 
7.2. No later than 30 days after receiving the royalty payment from the distributor, Company shall send Owner an accounting statement and the royalty payments due for the applicable accounting period. If royalty payments due for any accounting period are less than $50.00, Company may retain the amount in Owner's account until the balance exceeds $50.00.
 
7.3. Owner shall notify Company of any objections to any royalty payments, statements, or other accounts within 30 days after the date received. Upon at least 60 days’ prior notice and at Owner's sole expense, Owner may inspect Company's books and records with respect to any objection within six months after the date of the objection. Any inspection shall be made by an independent auditor appointed by Owner and shall take place during our normal business hours at the place where we maintain the books and records related to the royalty payments.
 
8.
  Indemnification. Owner shall indemnify and defend Company against all losses and liabilities arising from actions brought by third parties, including reasonable outside attorneys’ fees, related to Owner's statements of facts. Owner acknowledges and agree that Company shall not be responsible for any errors or omissions made by the royalty distributor with regard to the royalty payments.
 
9.
  Miscellaneous.
 
9.1. No failure by Company to perform any of its obligations will be considered a breach of this agreement unless Owner notifies Company in writing of the failure to perform and Company fails to correct the failure within 30 days after receiving the notice.
 
9.2.
This agreement constitutes the entire understanding of the parties and no amendment will be valid unless it is in writing and signed by both parties.
 
9.3.
The laws of the State of Colorado govern all matters arising from this agreement and the exclusive forum shall be a federal or state court in Denver County, Colorado.
 
9.4.
This agreement is binding upon and inures to the benefit of the successors, assigns, heirs, executors, and legal representatives of the parties.
 
             Each party is signing this agreement on the date verified by its electronic signature certificate.
By:
ROYALTY EXCHANGE INC.
 
Rob Bernhard, Corporate Counsel
 
By:‌
Public Shrek Royalties LLC
 
Otis Wealth, Inc., its Managing Member
Keith Marshall, President‌
2

Exhibit A
Asset: 100% of Owner's interest (which equals 25% of Harry Gregson Williams's interest) in the songwriter's share of all public performance royalties attributable to the musical compositions in the attached works list.
3

 
SHOW NAME
EPISODE NAME
TITLE NAME
TITLE #
TITLE NAME #
DREAMWORKS SPOOKY STORIES I 2
SCARED SHREKLESS
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
CHAMPION SHREK
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
DELIVERY BOY SHREK
(blank)
DELIVERY BOY SHREK
5662067 DELIVERY BOY SHREK5662067
DELIVERY BOY SHREK MAKING CAMP
(blank)
DELIVERY BOY SHREK MAKING CAMP
5869593 DELIVERY BOY SHREK MAKING CAMP5869593
DONKEY MEETS SHREK
(blank)
DONKEY MEETS SHREK
5849575 DONKEY MEETS SHREK5849575
HIS DAY IS UP FR SHREK
(blank)
HIS DAY IS UP FR SHREK
0 HIS DAY IS UP FR SHREK0
HIS DAY IS UP FR SHREK FOREVER
(blank)
HIS DAY IS UP FR SHREK FOREVER
11727991 HIS DAY IS UP FR SHREK FOREVER11727991
M CONNECTION SHREK 2
(blank)
M CONNECTION SHREK 2
0 M CONNECTION SHREK 20
MAIN EVENT THE FR SHREK FOREVE
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SCARED SHREKLESS
(blank)
SCARED SHREKLESS
0 SCARED SHREKLESS0
SCARED SHREKLESS
(blank)
SCARED SHREKLESS-CUES
0 SCARED SHREKLESS-CUES0
SCARED SHREKLESS
(blank)
SHREK FAIRYTALE THEME FROM SHR
0 SHREK FAIRYTALE THEME FROM SHR0
SCARED SHREKLESS
(blank)
SHREK FAMILY
0 SHREK FAMILY0
SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
0 SHREK FAMILY THEME0
SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SCARED SHREKLESS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SCARED SHREKLESS 2009
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SCARED SHREKLESS SHREK STRASHI
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK
SELINE
SHREK CUES
6617464 SHREK CUES6617464
SHREK
(blank)
ARRIVING AT DULOC
0 ARRIVING AT DULOC0
SHREK
(blank)
ARRIVING AT DULOC
5662080 ARRIVING AT DULOC5662080
SHREK
(blank)
BETTER OUT THAN IN
0 BETTER OUT THAN IN0
SHREK
(blank)
BIG AWAKWARD SILENCE
0 BIG AWAKWARD SILENCE0
SHREK
(blank)
BIG AWKWARD SILENCE
0 BIG AWKWARD SILENCE0
SHREK
(blank)
BIG AWKWARD SILENCE
5662048 BIG AWKWARD SILENCE5662048
SHREK
(blank)
BIG AWKWARD SILENCE
5662048 BIG AWKWARD SILENCE 5662048
SHREK
(blank)
BIG AWKWARD SILENCE 1M7B
0 BIG AWKWARD SILENCE 1M7B0
SHREK
(blank)
BIG CITY ADVENTURE
0 BIG CITY ADVENTURE0
SHREK
(blank)
BIG CITY ADVENTURE
5662051 BIG CITY ADVENTURE5662051
SHREK
(blank)
BIG CITY ADVENTURE 1M10
0 BIG CITY ADVENTURE 1M100
SHREK
(blank)
BKG SHREK
0 BKG SHREK0
SHREK
(blank)
BKG SHREK 1
0 BKG SHREK 10
SHREK
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK
(blank)
BKG SHREK 4
0 BKG SHREK 40
SHREK
(blank)
CASTLE
0 CASTLE0
SHREK
(blank)
CASTLE
5662060 CASTLE5662060
SHREK
(blank)
CASTLE 2M27A
0 CASTLE 2M27A0
SHREK
(blank)
CASTLE THE
0 CASTLE THE0
SHREK
(blank)
CHAMPION SHREK
0 CHAMPION SHREK0
SHREK
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK
(blank)
CHAMPION SHREK 2M22
0 CHAMPION SHREK 2M220
SHREK
(blank)
CONSTELLATIONS
0 CONSTELLATIONS0
SHREK
(blank)
CONSTELLATIONS
5662069 CONSTELLATIONS5662069
SHREK
(blank)
DELIVERY BOY MAKING CAMP
0 DELIVERY BOY MAKING CAMP0
SHREK
(blank)
DELIVERY BOY SHREK
0 DELIVERY BOY SHREK0
SHREK
(blank)
DELIVERY BOY SHREK
5662067 DELIVERY BOY SHREK5662067
SHREK
(blank)
DELIVERY BOY SHREK 3M33
0 DELIVERY BOY SHREK 3M330
SHREK
(blank)
DRAGON
0 DRAGON0
SHREK
(blank)
DRAGON
5662061 DRAGON5662061
SHREK
(blank)
DRAGON 2M27B
0 DRAGON 2M27B0
SHREK
(blank)
EATING ALONE
0 EATING ALONE0
SHREK
(blank)
EATING ALONE
5662049 EATING ALONE5662049
SHREK
(blank)
EATING ALONE
5662049 EATING ALONE 5662049
SHREK
(blank)
ESCAPE FROM THE DRAGON
0 ESCAPE FROM THE DRAGON0
SHREK
(blank)
ESCAPE FROM THE DRAGON
5662065 ESCAPE FROM THE DRAGON5662065
SHREK
(blank)
ESCAPE FROM THE DRAGON
5662065 ESCAPE FROM THE DRAGON 5662065
SHREK
(blank)
FAIRYTALE
0 FAIRYTALE0
SHREK
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK
(blank)
FAIRYTALE
5659968 FAIRYTALE 5659968
SHREK
(blank)
FAIRYTALE DEATHCAMP
0 FAIRYTALE DEATHCAMP0
SHREK
(blank)
FAIRYTALE DEATHCAMP
5662046 FAIRYTALE DEATHCAMP5662046
SHREK
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK
(blank)
FAIRYTALE OPENING
22783846 FAIRYTALE OPENING22783846
SHREK
(blank)
FAIRYTALE OPENING 1M1
0 FAIRYTALE OPENING 1M10
SHREK
(blank)
FAIRYTALE OPENING FROM SHREK
0 FAIRYTALE OPENING FROM SHREK0
SHREK
(blank)
FAIRYTALE THEME
0 FAIRYTALE THEME0
SHREK
(blank)
FAIRYTALE THEME OPENING
0 FAIRYTALE THEME OPENING0
SHREK
(blank)
FARQUAAD FANFARE
0 FARQUAAD FANFARE0
SHREK
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK
(blank)
FARQUAAD FANFARE 4M50
0 FARQUAAD FANFARE 4M500
SHREK
(blank)
FIONA AWAKENS
0 FIONA AWAKENS0
SHREK
(blank)
FIONA AWAKENS
5662062 FIONA AWAKENS5662062
SHREK
(blank)
FIONA AWAKENS 3M28
0 FIONA AWAKENS 3M280
SHREK
(blank)
FIONA HUMMING
0 FIONA HUMMING0
SHREK
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK
(blank)
FIONA HUMMING
5662072 FIONA HUMMING 5662072
SHREK
(blank)
FIONA KICKS ASS
0 FIONA KICKS ASS0
4

SHREK
(blank)
FIONA KICKS ASS
5662073 FIONA KICKS ASS5662073
SHREK
(blank)
FIONA KICKS ASS
5662073 FIONA KICKS ASS 5662073
SHREK
(blank)
FIONA S AN OGRE
0 FIONA S AN OGRE0
 
SHREK
(blank)
FIONA S AN OGRE
5662074 FIONA S AN OGRE5662074
SHREK
(blank)
FIONAS AN OGRE 4M46
0 FIONAS AN OGRE 4M460
SHREK
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK
(blank)
FLYING TALKING DONKEY
5662047 FLYING TALKING DONKEY5662047
SHREK
(blank)
HELMET HAIR
0 HELMET HAIR0
SHREK
(blank)
HELMET HAIR
5662066 HELMET HAIR5662066
SHREK
(blank)
HELMET HAIR
5662066 HELMET HAIR 5662066
SHREK
(blank)
I LL TELL HIM
0 I LL TELL HIM0
SHREK
(blank)
I LL TELL HIM
5662075 I LL TELL HIM5662075
SHREK
(blank)
I OBJECT
0 I OBJECT0
SHREK
(blank)
I OBJECT
5662081 I OBJECT5662081
SHREK
(blank)
I OBJECT
5662081 I OBJECT 5662081
SHREK
(blank)
ILL SHREK
0 ILL SHREK0
SHREK
(blank)
ILL TELL HIM 4M49
0 ILL TELL HIM 4M490
SHREK
(blank)
IS IT YOU HAVE LOVED
0 IS IT YOU HAVE LOVED0
SHREK
(blank)
IS IT YOU I HAVE LOVED THEME
0 IS IT YOU I HAVE LOVED THEME0
SHREK
(blank)
IT IS YOU
0 IT IS YOU0
SHREK
(blank)
IT IS YOU I HAVE LOVED
0 IT IS YOU I HAVE LOVED0
SHREK
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED 5627420
SHREK
(blank)
IT IS YOU I HAVE LOVED SH
0 IT IS YOU I HAVE LOVED SH0
SHREK
(blank)
IT IS YOU I HAVE LOVED THEME C
0 IT IS YOU I HAVE LOVED THEME C0
SHREK
(blank)
MAGIC MINOR
0 MAGIC MINOR0
SHREK
(blank)
MAGIC MIRROR
0 MAGIC MIRROR0
SHREK
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK
(blank)
MAKING CAMP
0 MAKING CAMP0
SHREK
(blank)
MAKING CAMP
5662068 MAKING CAMP5662068
SHREK
(blank)
MARCH OF FARQUAAD
0 MARCH OF FARQUAAD0
SHREK
(blank)
MARCH OF FARQUUAD
0 MARCH OF FARQUUAD0
SHREK
(blank)
MARCH OF FARQUUAD
5662052 MARCH OF FARQUUAD5662052
SHREK
(blank)
MARCH OF FARQUUAD
5662052 MARCH OF FARQUUAD 5662052
SHREK
(blank)
MAROF FARQUAAD 1M11
0 MAROF FARQUAAD 1M110
SHREK
(blank)
NOW KISS ME
0 NOW KISS ME0
SHREK
(blank)
NOW KISS ME
5662082 NOW KISS ME5662082
SHREK
(blank)
NOW KISS ME 5M55D
0 NOW KISS ME 5M55D0
SHREK
(blank)
OGRE HUNTERS
0 OGRE HUNTERS0
SHREK
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK
(blank)
OGRE HUNTERS 1M3
0 OGRE HUNTERS 1M30
SHREK
(blank)
OGRE HUNTERS FAIRYTALE DEATHCA
0 OGRE HUNTERS FAIRYTALE DEATHCA0
SHREK
(blank)
OGRE HUNTERSFAIRYTALE DEATHCAM
0 OGRE HUNTERSFAIRYTALE DEATHCAM0
SHREK
(blank)
ONE OF A KIND KNIGHT
0 ONE OF A KIND KNIGHT0
SHREK
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT 5662063
SHREK
(blank)
ONE OF A KIND KNIGHT SAVING DO
0 ONE OF A KIND KNIGHT SAVING DO0
SHREK
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK
(blank)
ONE OF KIND KNIGHT
0 ONE OF KIND KNIGHT0
SHREK
(blank)
PERFECT KING
0 PERFECT KING0
SHREK
(blank)
PERFECT KING
5662054 PERFECT KING5662054
SHREK
(blank)
PERFECT KING
5662054 PERFECT KING 5662054
SHREK
(blank)
PERFECT KING THE
0 PERFECT KING THE0
SHREK
(blank)
RIDE THE DRAGON
0 RIDE THE DRAGON0
SHREK
(blank)
RIDE THE DRAGON
5662079 RIDE THE DRAGON5662079
SHREK
(blank)
RIDE THE DRAGON
5662079 RIDE THE DRAGON 5662079
SHREK
(blank)
SAVING DONKEY S ASS
0 SAVING DONKEY S ASS0
SHREK
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS 5662064
SHREK
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK
(blank)
SHREK
0 SHREK0
SHREK
(blank)
SHREK
5812859 SHREK5812859
SHREK
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK
(blank)
SHREK CUES
0 SHREK CUES0
SHREK
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK
(blank)
SHREK CUES 01
0 SHREK CUES 010
SHREK
(blank)
SHREK CUES 02
0 SHREK CUES 020
SHREK
(blank)
SHREK CUES 03
0 SHREK CUES 030
SHREK
(blank)
SHREK CUES 1
0 SHREK CUES 10
SHREK
(blank)
SHREK CUES 2
0 SHREK CUES 20
SHREK
(blank)
SHREK CUES 3
0 SHREK CUES 30
SHREK
(blank)
SHREK END CREDITS
0 SHREK END CREDITS0
SHREK
(blank)
SHREK FILM
0 SHREK FILM0
SHREK
(blank)
SHREK MAIN TITLE
0 SHREK MAIN TITLE0
SHREK
(blank)
SHREK PM
0 SHREK PM0
SHREK
(blank)
SHREK POWELL GREGSON ED CHERRY
0 SHREK POWELL GREGSON ED CHERRY0
SHREK
(blank)
SHREK POWELL KING GREGSON WILL
0 SHREK POWELL KING GREGSON WILL0
SHREK
(blank)
SHREK PROMO
0 SHREK PROMO0
SHREK
(blank)
SHREK SMITH POWELL GREGSON WIL
0 SHREK SMITH POWELL GREGSON WIL0
SHREK
(blank)
SHREK-CUES
0 SHREK-CUES0
SHREK
(blank)
SINGING PRINCESS
0 SINGING PRINCESS0
SHREK
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS 5662071
SHREK
(blank)
SMELLS LIKE BRIMSTONE
0 SMELLS LIKE BRIMSTONE0
SHREK
(blank)
STARRY NIGHT
0 STARRY NIGHT0
5

SHREK
(blank)
STARRY NIGHT
5662070 STARRY NIGHT5662070
SHREK
(blank)
STARRY NIGHT
5662070 STARRY NIGHT 5662070
SHREK
(blank)
TOURNAMENT
0 TOURNAMENT0
 
SHREK
(blank)
TOURNAMENT FANFARE
0 TOURNAMENT FANFARE0
SHREK
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK
(blank)
TOURNAMENT FANFARE 2M18
0 TOURNAMENT FANFARE 2M180
SHREK
(blank)
TOURNAMENT SPEECH
0 TOURNAMENT SPEECH0
SHREK
(blank)
TOURNAMENT SPEECH
5662057 TOURNAMENT SPEECH5662057
SHREK
(blank)
TOURNAMENT SPEECH
5662057 TOURNAMENT SPEECH 5662057
SHREK
(blank)
TRANSFORMATION
0 TRANSFORMATION0
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION5662083
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION 5662083
SHREK
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK
(blank)
WHAAAT
0 WHAAAT0
SHREK
(blank)
WHAAAT 1M9B
0 WHAAAT 1M9B0
SHREK
(blank)
WHY WAIT TO BE WED
0 WHY WAIT TO BE WED0
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED 5662077
SHREK
(blank)
WHY WAIT TO BE WED YOU THOUGHT
0 WHY WAIT TO BE WED YOU THOUGHT0
SHREK
(blank)
WHY WAIT TO BE WEDYOU THOUGHT
0 WHY WAIT TO BE WEDYOU THOUGHT0
SHREK
(blank)
YOU ARE BEAUTIFUL
0 YOU ARE BEAUTIFUL0
SHREK
(blank)
YOU ARE BEAUTIFUL 5M56B
0 YOU ARE BEAUTIFUL 5M56B0
SHREK
(blank)
YOU THOUGHT WRONG
0 YOU THOUGHT WRONG0
SHREK
(blank)
YOU THOUGHT WRONG 4M52
0 YOU THOUGHT WRONG 4M520
SHREK 1
(blank)
SHREK 1
0 SHREK 10
SHREK 2
(blank)
A STALLION BABY
0 A STALLION BABY0
SHREK 2
(blank)
AFTER DINNER
0 AFTER DINNER0
SHREK 2
(blank)
ARE WE THERE YET
0 ARE WE THERE YET0
SHREK 2
(blank)
ARE WE THERE YET
7156884 ARE WE THERE YET7156884
SHREK 2
(blank)
ARRIVAL FANFARE
0 ARRIVAL FANFARE0
SHREK 2
(blank)
ARRIVAL FANFARE
7156885 ARRIVAL FANFARE7156885
SHREK 2
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK 2
(blank)
BKG SHREK 2 1
0 BKG SHREK 2 10
SHREK 2
(blank)
BKG SHREK 2 2
0 BKG SHREK 2 20
SHREK 2
(blank)
BKG SHREK 2 3
0 BKG SHREK 2 30
SHREK 2
(blank)
BKG SHREK 2 5
0 BKG SHREK 2 50
SHREK 2
(blank)
BKG SHREK 2 6
0 BKG SHREK 2 60
SHREK 2
(blank)
BY THE OL OAK
0 BY THE OL OAK0
SHREK 2
(blank)
CANZONE DELLA FATA MADRI
0 CANZONE DELLA FATA MADRI0
SHREK 2
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK 2
(blank)
CAUGHT
0 CAUGHT0
SHREK 2
(blank)
CHANGES FOR YOU
0 CHANGES FOR YOU0
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU 7156894
SHREK 2
(blank)
DEAR DIARY
0 DEAR DIARY0
SHREK 2
(blank)
DEEP FRIED
0 DEEP FRIED0
SHREK 2
(blank)
DINNER WALTZ
0 DINNER WALTZ0
SHREK 2
(blank)
DINNER WALTZ
7156891 DINNER WALTZ7156891
SHREK 2
(blank)
DINNER WALTZ CUES
0 DINNER WALTZ CUES0
SHREK 2
(blank)
DONKEY CRIES
0 DONKEY CRIES0
SHREK 2
(blank)
DRAGON
0 DRAGON0
SHREK 2
(blank)
DRAGON
7156935 DRAGON7156935
SHREK 2
(blank)
DRAGON
7156935 DRAGON 7156935
SHREK 2
(blank)
DRAGON FIONA AWAKENS
0 DRAGON FIONA AWAKENS0
SHREK 2
(blank)
DRINKS THE POTION
0 DRINKS THE POTION0
SHREK 2
(blank)
END HAPPILY EVER AFTER
0 END HAPPILY EVER AFTER0
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER 7156934
SHREK 2
(blank)
END THE HAPPILY EVER AFTER
0 END THE HAPPILY EVER AFTER0
SHREK 2
(blank)
EVE THE HAPPLLY EVER AFTER
0 EVE THE HAPPLLY EVER AFTER0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
0 FAIRY GODMOTHER SONG0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG 7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
0 FAIRY GODMOTHER SONG INTRO0
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO 7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG SHREK
0 FAIRY GODMOTHER SONG SHREK0
SHREK 2
(blank)
FAR FAR AWAY
0 FAR FAR AWAY0
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY 7156886
SHREK 2
(blank)
FAR FAR AWAY FANFARE
0 FAR FAR AWAY FANFARE0
SHREK 2
(blank)
FAR FAR AWAY FANFARE
7156277 FAR FAR AWAY FANFARE7156277
SHREK 2
(blank)
FGM CARD
0 FGM CARD0
SHREK 2
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD7156929
SHREK 2
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD 7156929
SHREK 2
(blank)
FIVE 0 FANFARE
0 FIVE 0 FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
0 FIVE O FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE7156882
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE 7156882
SHREK 2
(blank)
FIVEO FANFARE
0 FIVEO FANFARE0
SHREK 2
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
6

SHREK 2
(blank)
FROG
0 FROG0
SHREK 2
(blank)
GET THE WAND
0 GET THE WAND0
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND7156932
 
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND 7156932
SHREK 2
(blank)
GUM BALL BUTTON
0 GUM BALL BUTTON0
SHREK 2
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK 2
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK 2
(blank)
HAPPY TO SEE US CUES 1
0 HAPPY TO SEE US CUES 10
SHREK 2
(blank)
HE S AN OGRE
0 HE S AN OGRE0
SHREK 2
(blank)
HELLO HANDSOME
0 HELLO HANDSOME0
SHREK 2
(blank)
INSIDE THE FACTORY
0 INSIDE THE FACTORY0
SHREK 2
(blank)
KNIGHTS
0 KNIGHTS0
SHREK 2
(blank)
KNIGHTS REWIND
0 KNIGHTS REWIND0
SHREK 2
(blank)
LEAVING HOME
0 LEAVING HOME0
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME7156883
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME 7156883
SHREK 2
(blank)
LESS HEAT MORE FOAM
0 LESS HEAT MORE FOAM0
SHREK 2
(blank)
MAGIC TEA
0 MAGIC TEA0
SHREK 2
(blank)
MAKE HER HAPPY
0 MAKE HER HAPPY0
SHREK 2
(blank)
MONGO DROWNS
0 MONGO DROWNS0
SHREK 2
(blank)
MUFFIN MAN
0 MUFFIN MAN0
SHREK 2
(blank)
NEED TO TALK
0 NEED TO TALK0
SHREK 2
(blank)
NEW CLOTHERS
0 NEW CLOTHERS0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING
0 NEW CLOTHES FLYING TALKING0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING D
0 NEW CLOTHES FLYING TALKING D0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
0 NEW CLOTHES FLYING TALKING DON0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
7156916 NEW CLOTHES FLYING TALKING DON7156916
SHREK 2
(blank)
NEW SHREK
0 NEW SHREK0
SHREK 2
(blank)
NO OGRES
0 NO OGRES0
SHREK 2
(blank)
NOT MEANT TO BE
0 NOT MEANT TO BE0
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE 7156913
SHREK 2
(blank)
OBLIGED TO HELP
0 OBLIGED TO HELP0
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP 7156905
SHREK 2
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK 2
(blank)
POISON APPLE
0 POISON APPLE0
SHREK 2
(blank)
POTION ROOM
0 POTION ROOM0
SHREK 2
(blank)
PRE RED CARPET
0 PRE RED CARPET0
SHREK 2
(blank)
PRINCE CHARMING
0 PRINCE CHARMING0
SHREK 2
(blank)
PRINCE CHARMING
7954623 PRINCE CHARMING7954623
SHREK 2
(blank)
PRINCE OF HER DREAMS
0 PRINCE OF HER DREAMS0
SHREK 2
(blank)
PUSS ATTACK
0 PUSS ATTACK0
SHREK 2
(blank)
PUSS SAVES THE DAY
0 PUSS SAVES THE DAY0
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY7156931
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY 7156931
SHREK 2
(blank)
PUSS STING
0 PUSS STING0
SHREK 2
(blank)
PUSS STING
7156293 PUSS STING7156293
SHREK 2
(blank)
QUARTET A
0 QUARTET A0
SHREK 2
(blank)
QUARTET B
0 QUARTET B0
SHREK 2
(blank)
QUARTET C
0 QUARTET C0
SHREK 2
(blank)
RED CARPET
0 RED CARPET0
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET 7156921
SHREK 2
(blank)
SHERK II
0 SHERK II0
SHREK 2
(blank)
SHERK II CUES
0 SHERK II CUES0
SHREK 2
(blank)
SHREK
0 SHREK0
SHREK 2
(blank)
SHREK
5812859 SHREK5812859
SHREK 2
(blank)
SHREK 2
0 SHREK 20
SHREK 2
(blank)
SHREK 2 1
0 SHREK 2 10
SHREK 2
(blank)
SHREK 2 2
0 SHREK 2 20
SHREK 2
(blank)
SHREK 2 3
0 SHREK 2 30
SHREK 2
(blank)
SHREK 2 5
0 SHREK 2 50
SHREK 2
(blank)
SHREK 2 6
0 SHREK 2 60
SHREK 2
(blank)
SHREK 2 CUE
0 SHREK 2 CUE0
SHREK 2
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK 2
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK 2
(blank)
SHREK 2 END TITLE
0 SHREK 2 END TITLE0
SHREK 2
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK 2
(blank)
SHREK 2 FILMMUSIC
0 SHREK 2 FILMMUSIC0
SHREK 2
(blank)
SHREK 2 PROMO
0 SHREK 2 PROMO0
SHREK 2
(blank)
SHREK 2-CUES
0 SHREK 2-CUES0
SHREK 2
(blank)
SHREK CUES
0 SHREK CUES0
SHREK 2
(blank)
SHREK II
0 SHREK II0
SHREK 2
(blank)
SHREK II CUES
0 SHREK II CUES0
SHREK 2
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK 2
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK 2
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK 2
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK 2
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK 2
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK 2
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
7

SHREK 2
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 2
(blank)
STALLION BABY
0 STALLION BABY0
SHREK 2
(blank)
STOP THE CAR
0 STOP THE CAR0
SHREK 2
(blank)
THONG
0 THONG0
 
SHREK 2
(blank)
TO THE FACTORY
0 TO THE FACTORY0
SHREK 2
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK 2
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK 2
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK 2
(blank)
WE NEED TO TALK
0 WE NEED TO TALK0
SHREK 2
(blank)
WHERE WERE WE
0 WHERE WERE WE0
SHREK 2
(blank)
WHERE WERE WE
7156881 WHERE WERE WE7156881
SHREK 2
(blank)
WHO DARES ENTER
0 WHO DARES ENTER0
SHREK 2
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 2 2004
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 2004
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2 2004
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 ANIM
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2 ANIM
(blank)
NEED TO TALK
7156285 NEED TO TALK7156285
SHREK 2 ANIM
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK 2 ANIM
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 2001
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK 2001
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK 2001
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK 2001
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK 2001
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK 2001
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK 2001
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2001
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK 2001
(blank)
SHREK
5812859 SHREK5812859
SHREK 2001
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK 2001
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 3 2007
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK 3 2007
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK 3 2007
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK 3 2007
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK 3 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 2007
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
SHREK 3 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK 3 2007
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 2007
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK 3 2007
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK 3 CROWNED 15
15913 C 2007
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK 3 PROMO
(blank)
SHREK 3 PROMO
0 SHREK 3 PROMO0
SHREK 3D BONUS SHORT
(blank)
SHREK 3D BONUS SHORT
11186548 SHREK 3D BONUS SHORT11186548
SHREK 4
(blank)
SHREK 4
0 SHREK 40
SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D END
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AL UNIVERSAL 2
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL CUE
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DIN DIN
0 DIN DIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DRAGON CHASE
0 DRAGON CHASE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
0 FIONA RISES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
6570753 FIONA RISES6570753
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 1
0 GHOST OF LORD FARQUAAD CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 2
0 GHOST OF LORD FARQUAAD CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD OPENING
0 GHOST OF LORD FARQUAAD OPENING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD THE END
0 GHOST OF LORD FARQUAAD THE END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
0 GRAVEYARD0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
6570749 GRAVEYARD6570749
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
MAIN EVENT
0 MAIN EVENT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
0 ON THE WATER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
6570752 ON THE WATER6570752
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
8

SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UNPON A TIME
0 ONCE UNPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME CUES
0 ONCE UPON A TIME CUES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 1
0 SHREK 3D CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 2
0 SHREK 3D CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 3
0 SHREK 3D CUES 30
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D END
0 SHREK 3D END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME CLOSING
0 SHREK 4D END THEME CLOSING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL THE
0 SHREK 4D RIDE AT UNIVERSAL THE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK ANIM
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
 
SHREK ANIM
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK ANIM
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK ANIM
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK ANIM
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK ANIM
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK ANIM
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK ANIM
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK ANIM
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK ANIM
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK END CREDITS
(blank)
SHREK END CREDITS
28566787 SHREK END CREDITS28566787
SHREK FAMILY
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FILM
(blank)
SHREK FILM
0 SHREK FILM0
SHREK FOREVER
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
ALL OVER AGAIN
0 ALL OVER AGAIN0
SHREK FOREVER AFTER
(blank)
BALL FULL OF OGRES
0 BALL FULL OF OGRES0
SHREK FOREVER AFTER
(blank)
BIG EYES
0 BIG EYES0
SHREK FOREVER AFTER
(blank)
BKG SHREK FOREVER AFTER
0 BKG SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
0 CALLIOPE MUSIC0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC 12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC FR SHREK FOREVE
0 CALLIOPE MUSIC FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
CAPTURED
0 CAPTURED0
SHREK FOREVER AFTER
(blank)
DARLING I DO
0 DARLING I DO0
SHREK FOREVER AFTER
(blank)
DAYS GO BY
0 DAYS GO BY0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME
0 DEAL OF A LIFETIME0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHRE
0 DEAL OF A LIFETIME FR SHRE0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
0 DEAL OF A LIFETIME FR SHREK FO0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK FOREVER AFTER
(blank)
DIN DIN
0 DIN DIN0
SHREK FOREVER AFTER
(blank)
DIN DIN ALBUM VERSION
0 DIN DIN ALBUM VERSION0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER A
0 DIN DIN FR SHREK FOREVER A0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
0 DIN DIN FR SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER
(blank)
DIN DIN SHREK FOREVER AFTER
0 DIN DIN SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE
0 EXIT CLAUSE THE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK F
0 EXIT CLAUSE THE FR SHREK F0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
0 EXIT CLAUSE THE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER
(blank)
FIONA DOESN T LOVE ME
0 FIONA DOESN T LOVE ME0
SHREK FOREVER AFTER
(blank)
FIONA IS GONE
0 FIONA IS GONE0
SHREK FOREVER AFTER
(blank)
FIONA THROWS SHREK OUT
0 FIONA THROWS SHREK OUT0
SHREK FOREVER AFTER
(blank)
FIONA TRAINS
0 FIONA TRAINS0
SHREK FOREVER AFTER
(blank)
FLUTE ON OGRE
0 FLUTE ON OGRE0
SHREK FOREVER AFTER
(blank)
GINGY
0 GINGY0
SHREK FOREVER AFTER
(blank)
KISSED BY ME
0 KISSED BY ME0
SHREK FOREVER AFTER
(blank)
MAIN EVENT
0 MAIN EVENT0
9

SHREK FOREVER AFTER
(blank)
MAIN EVENT THE
0 MAIN EVENT THE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FO
0 MAIN EVENT THE FR SHREK FO0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
0 MAIN EVENT THE FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER
(blank)
MY ANGRY WIG
0 MY ANGRY WIG0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK
0 NEVER BEEN BETTER FR SHREK0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
0 NEVER BEEN BETTER FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER
(blank)
NOT PART OF THE DEAL
0 NOT PART OF THE DEAL0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE
0 OGRE RESISTANCE0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE FR SHREK FOREV
0 OGRE RESISTANCE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR S
0 ONCE MORE UPON A TIME FR S0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
0 ONCE MORE UPON A TIME FR SHREK0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER
(blank)
ONCE MORE UPONT A TIME FR SHRE
0 ONCE MORE UPONT A TIME FR SHRE0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER
(blank)
PAY THE PIPER
0 PAY THE PIPER0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
0 PIED PIPER PLAYS RUMPEL0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL 12530779
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
0 PLAN OF ATTACK0
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK 12530735
SHREK FOREVER AFTER
(blank)
PLANNING THE ATTACK FR SHREK F
0 PLANNING THE ATTACK FR SHREK F0
SHREK FOREVER AFTER
(blank)
PUSS
0 PUSS0
SHREK FOREVER AFTER
(blank)
RUMPEL
0 RUMPEL0
SHREK FOREVER AFTER
(blank)
RUMPEL MEETING
0 RUMPEL MEETING0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUCEMENT
0 RUMPEL S ANNOUCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
0 RUMPEL S ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
 
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT 12530765
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT FR SHREK
0 RUMPEL S ANNOUNCEMENT FR SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S CARRIAGE
0 RUMPEL S CARRIAGE0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK F
0 RUMPEL S DEFEAT FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
0 RUMPEL S DEFEAT FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
11727990 RUMPEL S DEFEAT FR SHREK FOREV11727990
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM
0 RUMPEL S KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM FR SHREK FORE
0 RUMPEL S KINGDOM FR SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM SHREK FORE
0 RUMPEL S KINGDOM SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
0 RUMPEL S NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM 12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM SHREK
0 RUMPEL S NEW KINGDOM SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S ON THE MOVE
0 RUMPEL S ON THE MOVE0
SHREK FOREVER AFTER
(blank)
RUMPELS ANNOUNCEMENT
0 RUMPELS ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT
0 RUMPELS DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT FR SHREK FOREVE
0 RUMPELS DEFEAT FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELS KINGDOM
0 RUMPELS KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELS NEW KINGDOM
0 RUMPELS NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELSTILSKIN FR SHREK FOREVE
0 RUMPELSTILSKIN FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK F
0 RUMPELSTILTSKIN FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
0 RUMPELSTILTSKIN FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER
(blank)
SHE S BACK
0 SHE S BACK0
SHREK FOREVER AFTER
(blank)
SHREK
0 SHREK0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK FOREVER AFTER
(blank)
SHREK AND FIONA FIGHT
0 SHREK AND FIONA FIGHT0
SHREK FOREVER AFTER
(blank)
SHREK CRIES
0 SHREK CRIES0
SHREK FOREVER AFTER
(blank)
SHREK CUES
0 SHREK CUES0
SHREK FOREVER AFTER
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER
0 SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
0 SHREK FOREVER AFTER CUES0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 01
0 SHREK FOREVER AFTER CUES 010
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 02
0 SHREK FOREVER AFTER CUES 020
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 03
0 SHREK FOREVER AFTER CUES 030
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUWWL
0 SHREK FOREVER AFTER CUWWL0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
0 SHREK FOREVER AFTER END CREDIT0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END TITLE
0 SHREK FOREVER AFTER END TITLE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER FILM
0 SHREK FOREVER AFTER FILM0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER SCORE
0 SHREK FOREVER AFTER SCORE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER WWL
0 SHREK FOREVER AFTER WWL0
10

SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER-CUES
0 SHREK FOREVER AFTER-CUES0
SHREK FOREVER AFTER
(blank)
SHREK MEETS RUMPEL
0 SHREK MEETS RUMPEL0
SHREK FOREVER AFTER
(blank)
SHREK S WISH
0 SHREK S WISH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS
0 SHREK SIGNS0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SH
0 SHREK SIGNS THE DEAL FR SH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
0 SHREK SIGNS THE DEAL FR SHREK0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD 10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK FOREVER AFTER
(blank)
SHREK WAS NEVER BORN
0 SHREK WAS NEVER BORN0
SHREK FOREVER AFTER
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK FOREVER AFTER
(blank)
UNREPORTED WORK
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SHREK FOREVER AFTER
(blank)
WAFFLES
0 WAFFLES0
SHREK FOREVER AFTER
(blank)
WITCHES
0 WITCHES0
SHREK FOREVER AFTER
(blank)
YOU ARE THE ONE
0 YOU ARE THE ONE0
SHREK FOREVER AFTER 2010
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 2010
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 2010
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 2010
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 2010
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER 2010
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER 2010
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER 3D
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 3D
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 3D
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER 3D
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER 3D
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 3D
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 3D
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER 3D
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER 3D
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
 
SHREK FOREVER AFTER 3D
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER CARTOON
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER CARTOON
(blank)
SHREK
5812859 SHREK5812859
SHREK FOREVER AFTER CARTOON
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER CARTOON
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER END CREDIT
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER HEBREW VER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER
28566795 SHREK FOREVER AFTER28566795
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AVTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AVTER
(blank)
DIN DIN ALBUM VERSION
22782798 DIN DIN ALBUM VERSION22782798
SHREK FOREVER AVTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AVTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AVTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AVTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AVTER
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK HEBREW VERSION
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK HEBREW VERSION
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK HEBREW VERSION
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK HEBREW VERSION
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK HEBREW VERSION
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK HEBREW VERSION
(blank)
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK II
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK II
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK II
(blank)
DRAGON
7156935 DRAGON7156935
SHREK II
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK II
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK II
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK II
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK II
(blank)
GET THE WAND
7156932 GET THE WAND7156932
SHREK II
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
11

SHREK II
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK II
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK II
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK II
(blank)
SHREK II
0 SHREK II0
SHREK II
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK II
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK II
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK II
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK II
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK SIGNS
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK SPECIAL SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK THE GHOST OF LORD FARQUA
(blank)
DRAGON CHASE
6570751 DRAGON CHASE6570751
SHREK THE GHOST OF LORD FARQUA
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK THE HALLS
(blank)
159 DAYS LEFT
0 159 DAYS LEFT0
SHREK THE HALLS
(blank)
159 DAYS LEFT
10173576 159 DAYS LEFT10173576
SHREK THE HALLS
(blank)
A WHITE CHRISTMAS
0 A WHITE CHRISTMAS0
SHREK THE HALLS
(blank)
BAD DONKEY
0 BAD DONKEY0
SHREK THE HALLS
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREK THE HALLS
(blank)
CLOSING
0 CLOSING0
SHREK THE HALLS
(blank)
CLOSING
10173585 CLOSING10173585
SHREK THE HALLS
(blank)
DECORATING
0 DECORATING0
SHREK THE HALLS
(blank)
DECORATING
10173586 DECORATING10173586
SHREK THE HALLS
(blank)
DONKEY CARD
0 DONKEY CARD0
SHREK THE HALLS
(blank)
DONKEY CARD
10173588 DONKEY CARD10173588
SHREK THE HALLS
(blank)
DONKEY S STORY
0 DONKEY S STORY0
SHREK THE HALLS
(blank)
DONKEY S STORY
10173602 DONKEY S STORY10173602
SHREK THE HALLS
(blank)
DONKEYS STORY
0 DONKEYS STORY0
SHREK THE HALLS
(blank)
FAMILY READY
0 FAMILY READY0
SHREK THE HALLS
(blank)
FAMILY READY
10173599 FAMILY READY10173599
SHREK THE HALLS
(blank)
FIONA WAIT
0 FIONA WAIT0
SHREK THE HALLS
(blank)
FIONA WAIT
10173609 FIONA WAIT10173609
SHREK THE HALLS
(blank)
GANG PREP
6919741 GANG PREP6919741
SHREK THE HALLS
(blank)
GIVE ME A HUG
0 GIVE ME A HUG0
SHREK THE HALLS
(blank)
GIVE ME A HUG
10173610 GIVE ME A HUG10173610
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
0 GIVE ME THE BOOK0
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREK THE HALLS
(blank)
HALLELUJAH
0 HALLELUJAH0
SHREK THE HALLS
(blank)
HALLELUJAH
10173603 HALLELUJAH10173603
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
0 HALLELUJAH WAFFLE SANTA0
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
10212935 HALLELUJAH WAFFLE SANTA10212935
SHREK THE HALLS
(blank)
HEY SWEETIES
0 HEY SWEETIES0
SHREK THE HALLS
(blank)
HEY SWEETIES
10173601 HEY SWEETIES10173601
SHREK THE HALLS
(blank)
MORNING
0 MORNING0
SHREK THE HALLS
(blank)
MORNING
10173587 MORNING10173587
 
SHREK THE HALLS
(blank)
MY SPOT
0 MY SPOT0
SHREK THE HALLS
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREK THE HALLS
(blank)
OPENING
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SHREK THE HALLS
(blank)
PREPARATIONS
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SHREK THE HALLS
(blank)
SANTA CLAUZILLA
0 SANTA CLAUZILLA0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
10173604 SANTA CLAUZILLA10173604
SHREK THE HALLS
(blank)
SANTA SHREK
0 SANTA SHREK0
SHREK THE HALLS
(blank)
SANTA SHREK
10173613 SANTA SHREK10173613
SHREK THE HALLS
(blank)
SHREK THE HALLS
0 SHREK THE HALLS0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES
0 SHREK THE HALLS CUES0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 2
0 SHREK THE HALLS CUES 20
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 4
0 SHREK THE HALLS CUES 40
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 5
0 SHREK THE HALLS CUES 50
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
0 SHREK THE HALLS MAIN TITLE0
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
10173575 SHREK THE HALLS MAIN TITLE10173575
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE HALLS
(blank)
SHREK THE HALLS OPENING
0 SHREK THE HALLS OPENING0
SHREK THE HALLS
(blank)
SHREK THE HALLS TELEFILM
0 SHREK THE HALLS TELEFILM0
SHREK THE HALLS
(blank)
SHREK THE HALLS WWL
0 SHREK THE HALLS WWL0
SHREK THE HALLS
(blank)
SHREK THE HALLS-CUES
0 SHREK THE HALLS-CUES0
SHREK THE HALLS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE HALLS
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE HALLS MAIN TITLE THE
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE THIRD
(blank)
ARTHUR
0 ARTHUR0
SHREK THE THIRD
(blank)
ARTIE
0 ARTIE0
SHREK THE THIRD
(blank)
ARTIE S BIG HEAD
0 ARTIE S BIG HEAD0
SHREK THE THIRD
(blank)
BABY DREAMS
0 BABY DREAMS0
SHREK THE THIRD
(blank)
BABY SHOWER
0 BABY SHOWER0
SHREK THE THIRD
(blank)
BEDTIME
0 BEDTIME0
SHREK THE THIRD
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 1
0 BKG SHREK THE THIRD 10
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 2
0 BKG SHREK THE THIRD 20
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 3
0 BKG SHREK THE THIRD 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 4
0 BKG SHREK THE THIRD 40
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 5
0 BKG SHREK THE THIRD 50
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 6
0 BKG SHREK THE THIRD 60
SHREK THE THIRD
(blank)
CHARADES
0 CHARADES0
SHREK THE THIRD
(blank)
CHARMING ARRIVES
0 CHARMING ARRIVES0
SHREK THE THIRD
(blank)
CHARMING S COUP
0 CHARMING S COUP0
12

SHREK THE THIRD
(blank)
CHARMINGS COUP
0 CHARMINGS COUP0
SHREK THE THIRD
(blank)
CHARMNING COUP
0 CHARMNING COUP0
SHREK THE THIRD
(blank)
CHARMNING S COUP
0 CHARMNING S COUP0
SHREK THE THIRD
(blank)
CHARMNNING S COUP
0 CHARMNNING S COUP0
SHREK THE THIRD
(blank)
CONVINCING ENOUGH
0 CONVINCING ENOUGH0
SHREK THE THIRD
(blank)
COURTLY ATTIRE
0 COURTLY ATTIRE0
SHREK THE THIRD
(blank)
DONKEY WISDOM
0 DONKEY WISDOM0
SHREK THE THIRD
(blank)
DONKEY WISDOM
9233132 DONKEY WISDOM9233132
SHREK THE THIRD
(blank)
EVERLASTING LOVE
0 EVERLASTING LOVE0
SHREK THE THIRD
(blank)
FATHERLY TALK
0 FATHERLY TALK0
SHREK THE THIRD
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK THE THIRD
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK THE THIRD
(blank)
GINGI BAKED
0 GINGI BAKED0
SHREK THE THIRD
(blank)
GINGI BAKED
9233183 GINGI BAKED9233183
SHREK THE THIRD
(blank)
GINGI FLASHBACK
0 GINGI FLASHBACK0
SHREK THE THIRD
(blank)
GINGI FLASHBACK
9233181 GINGI FLASHBACK9233181
SHREK THE THIRD
(blank)
GINGI MOVIES
0 GINGI MOVIES0
SHREK THE THIRD
(blank)
GINGI MOVIES
9233186 GINGI MOVIES9233186
SHREK THE THIRD
(blank)
GINGI TOM APART
0 GINGI TOM APART0
SHREK THE THIRD
(blank)
GINGI TORN APART
0 GINGI TORN APART0
SHREK THE THIRD
(blank)
GINGI TORNS APART
0 GINGI TORNS APART0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK THE THIRD
(blank)
HOLD IT
0 HOLD IT0
SHREK THE THIRD
(blank)
HOOK ATTACK
0 HOOK ATTACK0
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK 9233229
SHREK THE THIRD
(blank)
HOOK ATTACK THE
0 HOOK ATTACK THE0
SHREK THE THIRD
(blank)
HREK THE THIRD OPENING THEME
0 HREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
IN THE BEDROOM
0 IN THE BEDROOM0
SHREK THE THIRD
(blank)
IN THE DRESSING ROOM
0 IN THE DRESSING ROOM0
SHREK THE THIRD
(blank)
IT S SO HARD
0 IT S SO HARD0
SHREK THE THIRD
(blank)
JOIN ME
0 JOIN ME0
SHREK THE THIRD
(blank)
JOKE TROMBONE
0 JOKE TROMBONE0
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE 9233163
SHREK THE THIRD
(blank)
KING DIES
0 KING DIES0
SHREK THE THIRD
(blank)
KING DIES
9233118 KING DIES9233118
SHREK THE THIRD
(blank)
KING DIES THE
0 KING DIES THE0
SHREK THE THIRD
(blank)
MERLIN
0 MERLIN0
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN9233211
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN 9233211
SHREK THE THIRD
(blank)
MERLIN CONGAS
0 MERLIN CONGAS0
SHREK THE THIRD
(blank)
MOMMY
0 MOMMY0
SHREK THE THIRD
(blank)
MOMMY
9233100 MOMMY9233100
SHREK THE THIRD
(blank)
NOT YOUR FRIENDS
0 NOT YOUR FRIENDS0
 
SHREK THE THIRD
(blank)
OLD LADY
0 OLD LADY0
SHREK THE THIRD
(blank)
OPENING SHREK THE THIRD
0 OPENING SHREK THE THIRD0
SHREK THE THIRD
(blank)
OPENING TITLES
0 OPENING TITLES0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
0 ORCHESTRA TUNE UP0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP 9233248
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
0 OUT OF FLASHBACK0
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
9233195 OUT OF FLASHBACK9233195
SHREK THE THIRD
(blank)
PARTY GOES AWRY
0 PARTY GOES AWRY0
SHREK THE THIRD
(blank)
PARTY GOES AWRY
9233110 PARTY GOES AWRY9233110
SHREK THE THIRD
(blank)
PEACHES
0 PEACHES0
SHREK THE THIRD
(blank)
PINOCCHIO
0 PINOCCHIO0
SHREK THE THIRD
(blank)
PINOCCHIO S PRESENT DRUM ROLL
0 PINOCCHIO S PRESENT DRUM ROLL0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
0 PINOCCHIO S QUESTIONING0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
9233201 PINOCCHIO S QUESTIONING9233201
SHREK THE THIRD
(blank)
PREGGERS
0 PREGGERS0
SHREK THE THIRD
(blank)
PRINCESS CATFIGHT
0 PRINCESS CATFIGHT0
SHREK THE THIRD
(blank)
PRINCESS POW POW
0 PRINCESS POW POW0
SHREK THE THIRD
(blank)
PRINCESS POW WOW
0 PRINCESS POW WOW0
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15

EX1A-6 MAT CTRCT 9 f1a2022ex6-4_publicshrekroya.htm FORM OF INTERCOMPANY AGREEMENT, BETWEEN OTIS WEALTH, INC. AND PUBLIC SHREK ROYAL
Exhibit 6.4
INTERCOMPANY AGREEMENT
 
This intercompany agreement (this “Agreement”), dated as of _______, is entered into by and between Otis Wealth, Inc., a Delaware corporation (the “Manager”), and Public Shrek Royalties LLC, a Delaware limited liability company (the “Company”).
 
WHEREAS, the Company is offering (the “Offering”) for sale its membership interests (the “Interests”) as described in the Company’s Offering Circular filed with the U.S. Securities & Exchange Commission (as amended and/or supplemented, the “Offering Circular”);
 
WHEREAS, the Manager purchased the underlying asset described in the Offering Circular for subsequent sale to the Company for an aggregate purchase price of up to $868,000, inclusive of commission and/or deposit or other funds advanced prior to the acquisition of the underlying asset;
 
WHEREAS, the Company intends to use the proceeds of the Offering to purchase the underlying asset from the Manager;
 
WHEREAS, if any of the Interests offered remain unsold as of the final closing, the Manager will, pursuant to this Agreement, advance to the Company any portion of the funds necessary to acquire the underlying asset; and
 
WHEREAS, as reasonable compensation for the Manager’s services, capital commitment and advance (if applicable) in sourcing and acquiring the underlying asset, as well as the Manager’s agreement to pay costs, fees and expenses described below, the Company desires to pay the Manager a true-up amount in the amount of $21,700 (the “true-up”) and intends to use the proceeds of the Offering to pay any advance made by the Manager (without interest) and to pay the true-up, in cash or a combination of cash and Interests;
 
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
 
1. Advance. If any of the Interests offered remain unsold as of the final closing, the Manager agrees to advance to the Company any portion of the funds necessary to acquire the underlying asset. The advance, if any, will be paid following the final closing of the offering in a combination of cash and Interests (valued for such purposes at the price set forth in the Offering Circular). Under no circumstances will any portion of the advance remain as an outstanding obligation of the Company following the final closing of the Offering and the application of the use of proceeds therefrom.
  
2. True-Up. As reasonable compensation for the Manager’s (a) services, capital commitment and advance (if applicable) in sourcing and acquiring the underlying asset and (b) agreement to pay all fees, costs and expenses (i) incurred in connection with any underlying asset proposals pursued by the Company or the Manager that do not proceed to completion (if applicable), (ii) incurred in connection with executing the Offering (consisting of legal, accounting and compliance costs related to the Offering) and/or (iii) payable to the Broker with respect to the Offering, the Company agrees to pay the Manager the true-up amount, equal to approximately 2.5% of the purchase price of the underlying asset. The true-up will be deemed to be earned upon the acquisition of the underlying asset by the Company and will be paid following the final closing of the offering in cash, or if any of the Interests offered remain unsold as of the final closing, a combination of cash and Interests (valued for such purposes at the price set forth in the Offering Circular). Under no circumstances will any portion of the true-up remain as an outstanding obligation of the Company following the final closing of the Offering and the application of the use of proceeds therefrom.
 
1

3. Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
 
If to the Manager:
 
Otis Wealth, Inc.
6 Harrison Street, 5th Floor
New York, NY 10013
Attention: Legal Department
Email: alts@public.com
 
If to the Company:
 
Public Shrek Royalties LLC
c/o Otis Wealth, Inc.
6 Harrison Street, 5th Floor
New York, NY 10013
Attention: Legal Department
Email: alts@public.com
 
4. Independent Contractor. For all purposes of this Agreement, the Manager shall be an independent contractor and not an employee or dependent agent of the Company nor shall anything herein be construed as making the Company a partner or co-venturer with the Manager or any of its affiliates.
 
5. Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
 
6. Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Offering Circular.
 
7. Governing Law; Jurisdiction. This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
 
8. Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (pdf) signature pages), with the same force and effect as if each of the signatories had executed the same instrument. This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, the other party shall re-execute original forms hereof and deliver them to the other parties. No party hereto shall raise the use of a facsimile machine or electronic transmission in portable document format (pdf) to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of a facsimile machine or electronic transmission in portable document format (pdf) as a defense to the formation of a contract, and each such party forever waives any such defense.
  
[Signature page follows]
2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
 
     
 
MANAGER:
   
 
Otis Wealth, Inc.
     
 
By:
 
 
Name:
Keith Marshall
 
Title:
President, Secretary, Treasurer & Sole Director
     
 
COMPANY:
     
 
Public Shrek Royalties LLC
 
By: Otis Wealth, Inc., its managing member
     
 
By:
 
 
Name:
Keith Marshall
 
Title:
President, Secretary, Treasurer & Sole Director
EX1A-6 MAT CTRCT 10 f1a2022ex6-5_publicshrekroya.htm FORM OF ASSET MANAGEMENT & ADMINISTRATIVE SERVICES AGREEMENT, BETWEEN OTIS WEALTH, INC. AND P
Exhibit 6.5
ASSET MANAGEMENT & ADMINISTRATIVE SERVICES AGREEMENT
This ASSET MANAGEMENT & ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of _______, is entered into between Otis Wealth, Inc., a Delaware corporation (the “Asset Manager”), Public Shrek Royalties LLC, a Delaware limited liability company (the “Company”) and Otis Wealth, Inc., a Delaware corporation, separately in its capacity as managing member of the Company (the “Managing Member”). Terms used but not defined herein shall have the meanings ascribed to them in the Limited Liability Company Agreement, dated September 12, 2022, of the Company (as amended, the “Operating Agreement”).
WHEREAS, the Company acquired the asset (the “Asset”) described in the Company’s Offering Circular filed with the U.S. Securities & Exchange Commission (the “Commission”);
WHEREAS, pursuant to the Operating Agreement, the Managing Member shall be responsible for the acquisition and disposition of the Asset, as well as the business of the Company;
WHEREAS, pursuant to the Operating Agreement, the Managing Member exercises ultimate authority over the Asset and has the right to delegate its responsibilities under the Operating Agreement in respect of the management of the Asset and administration of the Company;
WHEREAS, the Managing Member and the Company desire to avail themselves of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Company with respect to the Asset and to provide certain administrative services; and
WHEREAS, the Asset Manager wishes to accept such appointment.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.
Appointment of Asset Manager; Acceptance of Appointment. The Managing Member, on behalf of the Company, hereby appoints the Asset Manager as asset manager to the Company for the purpose of managing the Asset and administrator for the company to provide the administrative services set forth below. The Asset Manager hereby accepts such appointment.
2.
Authority of the Asset Manager.
(a)
Except as set forth below and any guidance as may be established from time to time by the Managing Member, the Asset Manager shall have sole authority and complete discretion over the Asset, to provide the administrative services set forth below and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Company to take such actions necessary for (collectively, the “Services”):
(i)
the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of the Company indebtedness that is convertible into Interests, and the incurring of any other obligations;
(ii)
the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the Commission), and the making of any tax elections;
1

(iii)
the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company (including, for the avoidance of doubt, the Asset) or the merger or other combination of the Company with or into, or acquisition by, another person;
(iv)
the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of the Operating Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company;
(v)
the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company);
(vi)
the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons;
(vii)
the solicitation of proxies from holders of Interests issued on or after the date of the Operating Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under the Operating Agreement;
(viii)
the creation and implementation of applicable policies for the Asset and compliance with such maintenance policies, including, if applicable, the engagement of third-party independent contractors;
(ix)
the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;
(x)
the placement of any Free Cash Flow funds in deposit accounts in the name of the Company or of a custodian for the account of the Company, or to invest those Free Cash Flow funds in any other investments for the account of the Company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Company or making distributions or other payments (as the case may be);
(xi)
the control of any matters affecting the rights and obligations of the Company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes;
(xii)
the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law;
(xiii)
the entering into of listing agreements with any National Securities Exchange, ATS or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market;
(xiv)
the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders);
(xv)
the selection of an auditor for the Company;
2

(xvi)
the selection of any transfer agent or depositor for any securities of the Company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions; and
 
(xvi)
take any reasonable action necessary to enforce the contractual rights held in connection with the Asset.
(b)
For the avoidance of doubt and without limiting the foregoing, the Manager shall:
(i)
manage and perform the various administrative functions necessary for our day-to-day operations;
(ii)
provide financial and operational planning services;
(iii)
maintain all appropriate books and records for the Company;
(iv)
oversee tax, compliance and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;
(v)
supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations;
(vi)
provide all necessary cash management services;   
(vii)
manage and coordinate with the transfer agent, as needed; and
(vii)
generally, perform any other act necessary to carry out its obligations under this Agreement. 
(c)
The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)
The Asset Manager may delegate all or any of its duties under this Agreement to any person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)
Should the Asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, the Asset Manager may choose to sell the Asset. As a result of a sale under any circumstances, the Asset Manager will distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the Asset’s insurance contract) to the holders of interests in the Company (after payment of any accrued liabilities or debt on the Asset).
3.
Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Company on matters pertaining to the Asset and to consult with the Managing Member regarding asset management decisions with respect to the Asset prior to execution. The Managing Member may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including, without limitation, furnishing the Company with such documents, reports, data and other information as the Managing Member may reasonably request regarding the Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.
Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
3

5.
Limitation of Liability; Indemnification.
(a)
None of the Asset Manager, its affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Company for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party; (ii) any tax liability imposed on the Company or the Asset; or (iii) any losses due to the actions or omissions of the Company or any brokers or other current or former agents or advisers of the Company.
(b)
To the fullest extent permitted by applicable law, the Company will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Company shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)
The Asset Manager gives no warranty as to the performance or profitability of the Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)
The Asset Manager may rely, and shall be protected in acting or refraining from action, upon any instruction from, or document signed by, any authorized person of the Company or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.
Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any person in accordance with section 2(d) without the need for the consent of the Company, provided that the Asset Manager’s liability to the Company for all matters so delegated shall not be affected by such delegation.
7.
Expenses and Compensation.
(a)
The Asset Manager will bear all Company-level fees, costs and expenses of, or incurred in connection with the operation of, the Company; provided, however, that the Asset Manager shall not be responsible for (i) any amounts in respect of the indemnification set forth in Section 5, (ii) any indemnification payments to be made pursuant to Section 5.05 of the Operating Agreement or (iii) any income taxes.
(b)
Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
(c)
As compensation for providing the Services and bearing the fees, costs and expenses described in Section 7(a), the Asset Manager shall be entitled to receive the amounts set forth in Section 6.01 of the Operating Agreement.
8.
Services to Other Clients; Certain Affiliated Activities.
4

(a)
The relationship between the Asset Manager and the Company is as described in this Agreement, and nothing in this Agreement, none of the services to be provided pursuant to this Agreement nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)
The Asset Manager’s services to the Company are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include affiliates of the Company). The Company acknowledges and agrees that the Asset Manager may, without prior notice to the Company, give advice to such other clients. The Asset Manager shall not be liable to account to the Company for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.
Duration and Termination. This Agreement shall continue in full force and effect until, will terminate on the earlier of, (i) one year after the date on which the Asset has been liquidated and the obligations connected to such Asset (including, without limitation, contingent obligations) have terminated; (ii) if earlier, the removal of Otis Wealth, Inc. as managing member of the Company; (iii) upon notice by either party of the other party’s material breach of this Agreement; or (iv) such other date as agreed between the parties to this Agreement, without penalty or other additional payment. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 9, 11, 14 and 16 hereof shall survive the termination of this Agreement.
10.
Power of Attorney. For so long as this Agreement is in effect, the Company constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Company under this Agreement.
11.
Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Asset Manager:
 
Otis Wealth, Inc.
6 Harrison Street, 5th Floor
New York, NY 10013
Attention: Legal Department
Email: alts@public.com
 
If to the Company:
 
Public Shrek Royalties LLC
c/o Otis Wealth, Inc.
6 Harrison Street, 5th Floor
New York, NY 10013
Attention: Legal Department
Email: alts@public.com
12.
Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Company nor shall anything herein be construed as making the Company a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Company, the Asset Manager shall have no authority to bind, obligate or represent the Company.
5

13.
Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
14.
Confidentiality. All information furnished or made available by the Company to the Asset Manager hereunder, or by the Asset Manager to the Company hereunder, shall be treated as confidential by the Asset Manager, or the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Asset and except for disclosure to counsel, accountants and other advisors.
15.
Governing Law; Jurisdiction. This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
16.
Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (pdf) signature pages), with the same force and effect as if each of the signatories had executed the same instrument. This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto, the other party shall re-execute original forms hereof and deliver them to the other parties. No party hereto shall raise the use of a facsimile machine or electronic transmission in portable document format (pdf) to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of a facsimile machine or electronic transmission in portable document format (pdf) as a defense to the formation of a contract, and each such party forever waives any such defense.
[Signature page follows]
6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
 
     
 
ASSET MANAGER:
   
 
Otis Wealth, Inc.
     
 
By:
 /s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
President, Secretary, Treasurer & Sole Director
     
 
COMPANY:
     
 
Public Shrek Royalties LLC
 
By: Otis Wealth, Inc., its managing member
     
 
By:
 /s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
President, Secretary, Treasurer & Sole Director
     
 
MANAGING MEMBER:
     
 
Otis Wealth, Inc.
     
 
By:
 /s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
President, Secretary, Treasurer & Sole Director
EX1A-12 OPN CNSL 11 f1a2022ex12-1_publicshrekroy.htm OPINION OF CROWDCHECK LAW LLP
Exhibit 12.1
 
 
 
Public Shrek Royalties LLC
c/o Otis Wealth, Inc.
6 Harrison Street, 5th Floor
New York, NY 10013
 
September 21, 2022
 
To the Manager of Public Shrek Royalties LLC:
 
We are acting as counsel to Public Shrek Royalties LLC, a Delaware limited liability company (the “Company”), with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated issuance of up to 88,970 non-voting membership interests (the “Interests”).
 
In connection with the opinion contained herein, we have examined the offering statement, the certificate of formation of the Company, and its Limited Liability Company Agreement, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. 
 
Based upon the foregoing, we are of the opinion that the Interests being sold pursuant to the offering statement have been authorized by all necessary series limited liability company actions of the Company and, when issued in the manner described in the offering statement, validly issued, fully paid and non-assessable. No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.
 
We further consent to the use of this opinion as an exhibit to the offering statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.
 
Yours truly,
 
/s/ CrowdCheck Law LLP
 
 
AS
 
EX-99 12 f1a2022ex99-1_publicshrekroy.htm LIST OF RELATED WORKS
Exhibit 99.1
 
Show Name
Episode Name
Title Name
Title # & Title Name #
DREAMWORKS SPOOKY STORIES I 2
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12419340 SHREK FAMILY THEME12419340
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SHREK
5812859 SHREK5812859
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33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
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(blank)
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(blank)
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(blank)
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(blank)
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(blank)
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(blank)
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0 M CONNECTION SHREK 20
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0 BKG SHREK 10
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(blank)
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(blank)
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(blank)
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3

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IT IS YOU I HAVE LOVED THEME C
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(blank)
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(blank)
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(blank)
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4

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5

SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION5662083
SHREK
(blank)
TRANSFORMATION
5662083 TRANSFORMATION 5662083
SHREK
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK
(blank)
WHAAAT
0 WHAAAT0
SHREK
(blank)
WHAAAT 1M9B
0 WHAAAT 1M9B0
SHREK
(blank)
WHY WAIT TO BE WED
0 WHY WAIT TO BE WED0
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED 5662077
SHREK
(blank)
WHY WAIT TO BE WED YOU THOUGHT
0 WHY WAIT TO BE WED YOU THOUGHT0
SHREK
(blank)
WHY WAIT TO BE WEDYOU THOUGHT
0 WHY WAIT TO BE WEDYOU THOUGHT0
SHREK
(blank)
YOU ARE BEAUTIFUL
0 YOU ARE BEAUTIFUL0
SHREK
(blank)
YOU ARE BEAUTIFUL 5M56B
0 YOU ARE BEAUTIFUL 5M56B0
SHREK
(blank)
YOU THOUGHT WRONG
0 YOU THOUGHT WRONG0
SHREK
(blank)
YOU THOUGHT WRONG 4M52
0 YOU THOUGHT WRONG 4M520
SHREK 1
(blank)
SHREK 1
0 SHREK 10
SHREK 2
(blank)
A STALLION BABY
0 A STALLION BABY0
SHREK 2
(blank)
AFTER DINNER
0 AFTER DINNER0
SHREK 2
(blank)
ARE WE THERE YET
0 ARE WE THERE YET0
SHREK 2
(blank)
ARE WE THERE YET
7156884 ARE WE THERE YET7156884
SHREK 2
(blank)
ARRIVAL FANFARE
0 ARRIVAL FANFARE0
SHREK 2
(blank)
ARRIVAL FANFARE
7156885 ARRIVAL FANFARE7156885
SHREK 2
(blank)
BKG SHREK 2
0 BKG SHREK 20
SHREK 2
(blank)
BKG SHREK 2 1
0 BKG SHREK 2 10
SHREK 2
(blank)
BKG SHREK 2 2
0 BKG SHREK 2 20
SHREK 2
(blank)
BKG SHREK 2 3
0 BKG SHREK 2 30
SHREK 2
(blank)
BKG SHREK 2 5
0 BKG SHREK 2 50
SHREK 2
(blank)
BKG SHREK 2 6
0 BKG SHREK 2 60
SHREK 2
(blank)
BY THE OL OAK
0 BY THE OL OAK0
SHREK 2
(blank)
CANZONE DELLA FATA MADRI
0 CANZONE DELLA FATA MADRI0
SHREK 2
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK 2
(blank)
CAUGHT
0 CAUGHT0
SHREK 2
(blank)
CHANGES FOR YOU
0 CHANGES FOR YOU0
SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
6

SHREK 2
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU 7156894
SHREK 2
(blank)
DEAR DIARY
0 DEAR DIARY0
SHREK 2
(blank)
DEEP FRIED
0 DEEP FRIED0
SHREK 2
(blank)
DINNER WALTZ
0 DINNER WALTZ0
SHREK 2
(blank)
DINNER WALTZ
7156891 DINNER WALTZ7156891
SHREK 2
(blank)
DINNER WALTZ CUES
0 DINNER WALTZ CUES0
SHREK 2
(blank)
DONKEY CRIES
0 DONKEY CRIES0
SHREK 2
(blank)
DRAGON
0 DRAGON0
SHREK 2
(blank)
DRAGON
7156935 DRAGON7156935
SHREK 2
(blank)
DRAGON
7156935 DRAGON 7156935
SHREK 2
(blank)
DRAGON FIONA AWAKENS
0 DRAGON FIONA AWAKENS0
SHREK 2
(blank)
DRINKS THE POTION
0 DRINKS THE POTION0
SHREK 2
(blank)
END HAPPILY EVER AFTER
0 END HAPPILY EVER AFTER0
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK 2
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER 7156934
SHREK 2
(blank)
END THE HAPPILY EVER AFTER
0 END THE HAPPILY EVER AFTER0
SHREK 2
(blank)
EVE THE HAPPLLY EVER AFTER
0 EVE THE HAPPLLY EVER AFTER0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
0 FAIRY GODMOTHER SONG0
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG 7156893
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
0 FAIRY GODMOTHER SONG INTRO0
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG INTRO
7156280 FAIRY GODMOTHER SONG INTRO 7156280
SHREK 2
(blank)
FAIRY GODMOTHER SONG SHREK
0 FAIRY GODMOTHER SONG SHREK0
SHREK 2
(blank)
FAR FAR AWAY
0 FAR FAR AWAY0
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY 7156886
SHREK 2
(blank)
FAR FAR AWAY FANFARE
0 FAR FAR AWAY FANFARE0
SHREK 2
(blank)
FAR FAR AWAY FANFARE
7156277 FAR FAR AWAY FANFARE7156277
SHREK 2
(blank)
FGM CARD
0 FGM CARD0
SHREK 2
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD7156929
SHREK 2
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK 2
(blank)
FIRE IN MY BLOOD
7156929 FIRE IN MY BLOOD 7156929
7

SHREK 2
(blank)
FIVE 0 FANFARE
0 FIVE 0 FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
0 FIVE O FANFARE0
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE7156882
SHREK 2
(blank)
FIVE O FANFARE
7156882 FIVE O FANFARE 7156882
SHREK 2
(blank)
FIVEO FANFARE
0 FIVEO FANFARE0
SHREK 2
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK 2
(blank)
FROG
0 FROG0
SHREK 2
(blank)
GET THE WAND
0 GET THE WAND0
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND7156932
SHREK 2
(blank)
GET THE WAND
7156932 GET THE WAND 7156932
SHREK 2
(blank)
GUM BALL BUTTON
0 GUM BALL BUTTON0
SHREK 2
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
SHREK 2
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK 2
(blank)
HAPPY TO SEE US CUES 1
0 HAPPY TO SEE US CUES 10
SHREK 2
(blank)
HE S AN OGRE
0 HE S AN OGRE0
SHREK 2
(blank)
HELLO HANDSOME
0 HELLO HANDSOME0
SHREK 2
(blank)
INSIDE THE FACTORY
0 INSIDE THE FACTORY0
SHREK 2
(blank)
KNIGHTS
0 KNIGHTS0
SHREK 2
(blank)
KNIGHTS REWIND
0 KNIGHTS REWIND0
SHREK 2
(blank)
LEAVING HOME
0 LEAVING HOME0
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME7156883
SHREK 2
(blank)
LEAVING HOME
7156883 LEAVING HOME 7156883
SHREK 2
(blank)
LESS HEAT MORE FOAM
0 LESS HEAT MORE FOAM0
SHREK 2
(blank)
MAGIC TEA
0 MAGIC TEA0
SHREK 2
(blank)
MAKE HER HAPPY
0 MAKE HER HAPPY0
SHREK 2
(blank)
MONGO DROWNS
0 MONGO DROWNS0
SHREK 2
(blank)
MUFFIN MAN
0 MUFFIN MAN0
SHREK 2
(blank)
NEED TO TALK
0 NEED TO TALK0
SHREK 2
(blank)
NEW CLOTHERS
0 NEW CLOTHERS0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING
0 NEW CLOTHES FLYING TALKING0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING D
0 NEW CLOTHES FLYING TALKING D0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
0 NEW CLOTHES FLYING TALKING DON0
SHREK 2
(blank)
NEW CLOTHES FLYING TALKING DON
7156916 NEW CLOTHES FLYING TALKING DON7156916
SHREK 2
(blank)
NEW SHREK
0 NEW SHREK0
SHREK 2
(blank)
NO OGRES
0 NO OGRES0
SHREK 2
(blank)
NOT MEANT TO BE
0 NOT MEANT TO BE0
8

SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
SHREK 2
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE 7156913
SHREK 2
(blank)
OBLIGED TO HELP
0 OBLIGED TO HELP0
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK 2
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP 7156905
SHREK 2
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK 2
(blank)
POISON APPLE
0 POISON APPLE0
SHREK 2
(blank)
POTION ROOM
0 POTION ROOM0
SHREK 2
(blank)
PRE RED CARPET
0 PRE RED CARPET0
SHREK 2
(blank)
PRINCE CHARMING
0 PRINCE CHARMING0
SHREK 2
(blank)
PRINCE CHARMING
7954623 PRINCE CHARMING7954623
SHREK 2
(blank)
PRINCE OF HER DREAMS
0 PRINCE OF HER DREAMS0
SHREK 2
(blank)
PUSS ATTACK
0 PUSS ATTACK0
SHREK 2
(blank)
PUSS SAVES THE DAY
0 PUSS SAVES THE DAY0
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY7156931
SHREK 2
(blank)
PUSS SAVES THE DAY
7156931 PUSS SAVES THE DAY 7156931
SHREK 2
(blank)
PUSS STING
0 PUSS STING0
SHREK 2
(blank)
PUSS STING
7156293 PUSS STING7156293
SHREK 2
(blank)
QUARTET A
0 QUARTET A0
SHREK 2
(blank)
QUARTET B
0 QUARTET B0
SHREK 2
(blank)
QUARTET C
0 QUARTET C0
SHREK 2
(blank)
RED CARPET
0 RED CARPET0
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2
(blank)
RED CARPET
7156921 RED CARPET 7156921
SHREK 2
(blank)
SHERK II
0 SHERK II0
SHREK 2
(blank)
SHERK II CUES
0 SHERK II CUES0
SHREK 2
(blank)
SHREK
0 SHREK0
SHREK 2
(blank)
SHREK
5812859 SHREK5812859
SHREK 2
(blank)
SHREK 2
0 SHREK 20
SHREK 2
(blank)
SHREK 2 1
0 SHREK 2 10
SHREK 2
(blank)
SHREK 2 2
0 SHREK 2 20
SHREK 2
(blank)
SHREK 2 3
0 SHREK 2 30
SHREK 2
(blank)
SHREK 2 5
0 SHREK 2 50
SHREK 2
(blank)
SHREK 2 6
0 SHREK 2 60
SHREK 2
(blank)
SHREK 2 CUE
0 SHREK 2 CUE0
SHREK 2
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
9

SHREK 2
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK 2
(blank)
SHREK 2 END TITLE
0 SHREK 2 END TITLE0
SHREK 2
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK 2
(blank)
SHREK 2 FILMMUSIC
0 SHREK 2 FILMMUSIC0
SHREK 2
(blank)
SHREK 2 PROMO
0 SHREK 2 PROMO0
SHREK 2
(blank)
SHREK 2-CUES
0 SHREK 2-CUES0
SHREK 2
(blank)
SHREK CUES
0 SHREK CUES0
SHREK 2
(blank)
SHREK II
0 SHREK II0
SHREK 2
(blank)
SHREK II CUES
0 SHREK II CUES0
SHREK 2
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK 2
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK 2
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK 2
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK 2
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK 2
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK 2
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 2
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 2
(blank)
STALLION BABY
0 STALLION BABY0
SHREK 2
(blank)
STOP THE CAR
0 STOP THE CAR0
SHREK 2
(blank)
THONG
0 THONG0
SHREK 2
(blank)
TO THE FACTORY
0 TO THE FACTORY0
SHREK 2
(blank)
TRANSFORMATION THE END
0 TRANSFORMATION THE END0
SHREK 2
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK 2
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK 2
(blank)
WE NEED TO TALK
0 WE NEED TO TALK0
SHREK 2
(blank)
WHERE WERE WE
0 WHERE WERE WE0
SHREK 2
(blank)
WHERE WERE WE
7156881 WHERE WERE WE7156881
SHREK 2
(blank)
WHO DARES ENTER
0 WHO DARES ENTER0
SHREK 2
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 2 2004
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 2004
(blank)
RED CARPET
7156921 RED CARPET7156921
SHREK 2 2004
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK 2 ANIM
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK 2 ANIM
(blank)
NEED TO TALK
7156285 NEED TO TALK7156285
SHREK 2 ANIM
(blank)
SHREK 2 CUE
7005026 SHREK 2 CUE7005026
SHREK 2 ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK 2 ANIM
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
10

SHREK 2001
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK 2001
(blank)
FAIRYTALE OPENING
0 FAIRYTALE OPENING0
SHREK 2001
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK 2001
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK 2001
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK 2001
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK 2001
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK 2001
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK 2001
(blank)
SHREK
5812859 SHREK5812859
SHREK 2001
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK 2001
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK 3 2007
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK 3 2007
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK 3 2007
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK 3 2007
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK 3 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 2007
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
SHREK 3 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK 3 2007
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 2007
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK 3 2007
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK 3 CROWNED 15
15913 C 2007
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK 3 HEBREW VERSION
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK 3 PROMO
(blank)
SHREK 3 PROMO
0 SHREK 3 PROMO0
SHREK 3D BONUS SHORT
(blank)
SHREK 3D BONUS SHORT
11186548 SHREK 3D BONUS SHORT11186548
SHREK 4
(blank)
SHREK 4
0 SHREK 40
SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D END
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AL UNIVERSAL 2
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
11

SHREK 4D RIDE AT UNIVERSAL
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL CUE
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DIN DIN
0 DIN DIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
DRAGON CHASE
0 DRAGON CHASE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
0 FIONA RISES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
FIONA RISES
6570753 FIONA RISES6570753
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 1
0 GHOST OF LORD FARQUAAD CUES 10
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD CUES 2
0 GHOST OF LORD FARQUAAD CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD OPENING
0 GHOST OF LORD FARQUAAD OPENING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GHOST OF LORD FARQUAAD THE END
0 GHOST OF LORD FARQUAAD THE END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
0 GRAVEYARD0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
GRAVEYARD
6570749 GRAVEYARD6570749
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
MAIN EVENT
0 MAIN EVENT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
0 ON THE WATER0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ON THE WATER
6570752 ON THE WATER6570752
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UNPON A TIME
0 ONCE UNPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
ONCE UPON A TIME CUES
0 ONCE UPON A TIME CUES0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 1
0 SHREK 3D CUES 10
12

SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 2
0 SHREK 3D CUES 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D CUES 3
0 SHREK 3D CUES 30
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 3D END
0 SHREK 3D END0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME
0 SHREK 4D END THEME0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D END THEME CLOSING
0 SHREK 4D END THEME CLOSING0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AL UNIVERSAL 2
0 SHREK 4D RIDE AL UNIVERSAL 20
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL CUE
0 SHREK 4D RIDE AT UNIVERSAL CUE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK 4D RIDE AT UNIVERSAL THE
0 SHREK 4D RIDE AT UNIVERSAL THE0
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK 4D RIDE AT UNIVERSAL THEME PARKS
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK ANIM
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK ANIM
(blank)
FARQUAAD FANFARE
5662076 FARQUAAD FANFARE5662076
SHREK ANIM
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK ANIM
(blank)
MAGIC MIRROR
5662053 MAGIC MIRROR5662053
SHREK ANIM
(blank)
OGRE HUNTERS
5659970 OGRE HUNTERS5659970
SHREK ANIM
(blank)
ONE OF A KIND NIGHT
0 ONE OF A KIND NIGHT0
SHREK ANIM
(blank)
SAVING DONKEYS ASS
0 SAVING DONKEYS ASS0
SHREK ANIM
(blank)
SHREK CUES
6617464 SHREK CUES6617464
SHREK ANIM
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK ANIM
(blank)
TOURNAMENT FANFARE
5662056 TOURNAMENT FANFARE5662056
SHREK ANIM
(blank)
WHY WAIT TO BE WED
5662077 WHY WAIT TO BE WED5662077
SHREK END CREDITS
(blank)
SHREK END CREDITS
28566787 SHREK END CREDITS28566787
SHREK FAMILY
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK FILM
(blank)
SHREK FILM
0 SHREK FILM0
SHREK FOREVER
(blank)
SHREK FOREVER AFTER FILM
13804872 SHREK FOREVER AFTER FILM13804872
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
DIAZ
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
ALL OVER AGAIN
0 ALL OVER AGAIN0
SHREK FOREVER AFTER
(blank)
BALL FULL OF OGRES
0 BALL FULL OF OGRES0
13

SHREK FOREVER AFTER
(blank)
BIG EYES
0 BIG EYES0
SHREK FOREVER AFTER
(blank)
BKG SHREK FOREVER AFTER
0 BKG SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
0 CALLIOPE MUSIC0
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC
12530706 CALLIOPE MUSIC 12530706
SHREK FOREVER AFTER
(blank)
CALLIOPE MUSIC FR SHREK FOREVE
0 CALLIOPE MUSIC FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
CAPTURED
0 CAPTURED0
SHREK FOREVER AFTER
(blank)
DARLING I DO
0 DARLING I DO0
SHREK FOREVER AFTER
(blank)
DAYS GO BY
0 DAYS GO BY0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME
0 DEAL OF A LIFETIME0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHRE
0 DEAL OF A LIFETIME FR SHRE0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
0 DEAL OF A LIFETIME FR SHREK FO0
SHREK FOREVER AFTER
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER
(blank)
DEAL OF LIFETIME
0 DEAL OF LIFETIME0
SHREK FOREVER AFTER
(blank)
DIN DIN
0 DIN DIN0
SHREK FOREVER AFTER
(blank)
DIN DIN ALBUM VERSION
0 DIN DIN ALBUM VERSION0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER A
0 DIN DIN FR SHREK FOREVER A0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
0 DIN DIN FR SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER
(blank)
DIN DIN SHREK FOREVER AFTER
0 DIN DIN SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE
0 EXIT CLAUSE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE
0 EXIT CLAUSE THE0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK F
0 EXIT CLAUSE THE FR SHREK F0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
0 EXIT CLAUSE THE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER
(blank)
FIONA DOESN T LOVE ME
0 FIONA DOESN T LOVE ME0
SHREK FOREVER AFTER
(blank)
FIONA IS GONE
0 FIONA IS GONE0
SHREK FOREVER AFTER
(blank)
FIONA THROWS SHREK OUT
0 FIONA THROWS SHREK OUT0
SHREK FOREVER AFTER
(blank)
FIONA TRAINS
0 FIONA TRAINS0
SHREK FOREVER AFTER
(blank)
FLUTE ON OGRE
0 FLUTE ON OGRE0
SHREK FOREVER AFTER
(blank)
GINGY
0 GINGY0
SHREK FOREVER AFTER
(blank)
KISSED BY ME
0 KISSED BY ME0
SHREK FOREVER AFTER
(blank)
MAIN EVENT
0 MAIN EVENT0
14

SHREK FOREVER AFTER
(blank)
MAIN EVENT THE
0 MAIN EVENT THE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FO
0 MAIN EVENT THE FR SHREK FO0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
0 MAIN EVENT THE FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER
(blank)
MY ANGRY WIG
0 MY ANGRY WIG0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER
0 NEVER BEEN BETTER0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK
0 NEVER BEEN BETTER FR SHREK0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
0 NEVER BEEN BETTER FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER
(blank)
NOT PART OF THE DEAL
0 NOT PART OF THE DEAL0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE
0 OGRE RESISTANCE0
SHREK FOREVER AFTER
(blank)
OGRE RESISTANCE FR SHREK FOREV
0 OGRE RESISTANCE FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME
0 ONCE MORE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR S
0 ONCE MORE UPON A TIME FR S0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
0 ONCE MORE UPON A TIME FR SHREK0
SHREK FOREVER AFTER
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER
(blank)
ONCE MORE UPONT A TIME FR SHRE
0 ONCE MORE UPONT A TIME FR SHRE0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
0 ONCE UPON A TIME0
SHREK FOREVER AFTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER
(blank)
PAY THE PIPER
0 PAY THE PIPER0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
0 PIED PIPER PLAYS RUMPEL0
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AFTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL 12530779
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
0 PLAN OF ATTACK0
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AFTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK 12530735
SHREK FOREVER AFTER
(blank)
PLANNING THE ATTACK FR SHREK F
0 PLANNING THE ATTACK FR SHREK F0
SHREK FOREVER AFTER
(blank)
PUSS
0 PUSS0
SHREK FOREVER AFTER
(blank)
RUMPEL
0 RUMPEL0
SHREK FOREVER AFTER
(blank)
RUMPEL MEETING
0 RUMPEL MEETING0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUCEMENT
0 RUMPEL S ANNOUCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
0 RUMPEL S ANNOUNCEMENT0
15

SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT 12530765
SHREK FOREVER AFTER
(blank)
RUMPEL S ANNOUNCEMENT FR SHREK
0 RUMPEL S ANNOUNCEMENT FR SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S CARRIAGE
0 RUMPEL S CARRIAGE0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT
0 RUMPEL S DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK F
0 RUMPEL S DEFEAT FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
0 RUMPEL S DEFEAT FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPEL S DEFEAT FR SHREK FOREV
11727990 RUMPEL S DEFEAT FR SHREK FOREV11727990
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM
0 RUMPEL S KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM FR SHREK FORE
0 RUMPEL S KINGDOM FR SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S KINGDOM SHREK FORE
0 RUMPEL S KINGDOM SHREK FORE0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
0 RUMPEL S NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM 12530720
SHREK FOREVER AFTER
(blank)
RUMPEL S NEW KINGDOM SHREK
0 RUMPEL S NEW KINGDOM SHREK0
SHREK FOREVER AFTER
(blank)
RUMPEL S ON THE MOVE
0 RUMPEL S ON THE MOVE0
SHREK FOREVER AFTER
(blank)
RUMPELS ANNOUNCEMENT
0 RUMPELS ANNOUNCEMENT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT
0 RUMPELS DEFEAT0
SHREK FOREVER AFTER
(blank)
RUMPELS DEFEAT FR SHREK FOREVE
0 RUMPELS DEFEAT FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELS KINGDOM
0 RUMPELS KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELS NEW KINGDOM
0 RUMPELS NEW KINGDOM0
SHREK FOREVER AFTER
(blank)
RUMPELSTILSKIN FR SHREK FOREVE
0 RUMPELSTILSKIN FR SHREK FOREVE0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN
0 RUMPELSTILTSKIN0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK F
0 RUMPELSTILTSKIN FR SHREK F0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
0 RUMPELSTILTSKIN FR SHREK FOREV0
SHREK FOREVER AFTER
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER
(blank)
SHE S BACK
0 SHE S BACK0
SHREK FOREVER AFTER
(blank)
SHREK
0 SHREK0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES
0 SHREK 2 CUES0
SHREK FOREVER AFTER
(blank)
SHREK 2 CUES 2
0 SHREK 2 CUES 20
SHREK FOREVER AFTER
(blank)
SHREK AND FIONA FIGHT
0 SHREK AND FIONA FIGHT0
SHREK FOREVER AFTER
(blank)
SHREK CRIES
0 SHREK CRIES0
SHREK FOREVER AFTER
(blank)
SHREK CUES
0 SHREK CUES0
16

SHREK FOREVER AFTER
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER
0 SHREK FOREVER AFTER0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CL THEME
0 SHREK FOREVER AFTER CL THEME0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
0 SHREK FOREVER AFTER CUES0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 01
0 SHREK FOREVER AFTER CUES 010
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 02
0 SHREK FOREVER AFTER CUES 020
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES 03
0 SHREK FOREVER AFTER CUES 030
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUWWL
0 SHREK FOREVER AFTER CUWWL0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
0 SHREK FOREVER AFTER END CREDIT0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER END TITLE
0 SHREK FOREVER AFTER END TITLE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER FILM
0 SHREK FOREVER AFTER FILM0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER SCORE
0 SHREK FOREVER AFTER SCORE0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER WWL
0 SHREK FOREVER AFTER WWL0
SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER-CUES
0 SHREK FOREVER AFTER-CUES0
SHREK FOREVER AFTER
(blank)
SHREK MEETS RUMPEL
0 SHREK MEETS RUMPEL0
SHREK FOREVER AFTER
(blank)
SHREK S WISH
0 SHREK S WISH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS
0 SHREK SIGNS0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SH
0 SHREK SIGNS THE DEAL FR SH0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
0 SHREK SIGNS THE DEAL FR SHREK0
SHREK FOREVER AFTER
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD 10585406
SHREK FOREVER AFTER
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK FOREVER AFTER
(blank)
SHREK WAS NEVER BORN
0 SHREK WAS NEVER BORN0
SHREK FOREVER AFTER
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK FOREVER AFTER
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK FOREVER AFTER
(blank)
WAFFLES
0 WAFFLES0
17

SHREK FOREVER AFTER
(blank)
WITCHES
0 WITCHES0
SHREK FOREVER AFTER
(blank)
YOU ARE THE ONE
0 YOU ARE THE ONE0
SHREK FOREVER AFTER 2010
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 2010
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 2010
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 2010
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 2010
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER 2010
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER 2010
(blank)
SHREK END CREDITS FR SHREK FOR
0 SHREK END CREDITS FR SHREK FOR0
SHREK FOREVER AFTER 2010
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER 3D
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER 3D
(blank)
DEAL OF A LIFETIME FR SHREK FO
11727988 DEAL OF A LIFETIME FR SHREK FO11727988
SHREK FOREVER AFTER 3D
(blank)
DIN DIN FR SHREK FOREVER AFTER
11727984 DIN DIN FR SHREK FOREVER AFTER11727984
SHREK FOREVER AFTER 3D
(blank)
EXIT CLAUSE THE FR SHREK FOREV
11727982 EXIT CLAUSE THE FR SHREK FOREV11727982
SHREK FOREVER AFTER 3D
(blank)
MAIN EVENT THE FR SHREK FOREVE
11727989 MAIN EVENT THE FR SHREK FOREVE11727989
SHREK FOREVER AFTER 3D
(blank)
NEVER BEEN BETTER FR SHREK FOR
11727992 NEVER BEEN BETTER FR SHREK FOR11727992
SHREK FOREVER AFTER 3D
(blank)
ONCE MORE UPON A TIME FR SHREK
11727977 ONCE MORE UPON A TIME FR SHREK11727977
SHREK FOREVER AFTER 3D
(blank)
RUMPELSTILTSKIN FR SHREK FOREV
11727978 RUMPELSTILTSKIN FR SHREK FOREV11727978
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER 3D
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER 3D
(blank)
SHREK SIGNS THE DEAL FR SHREK
11727980 SHREK SIGNS THE DEAL FR SHREK11727980
SHREK FOREVER AFTER 3D
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER CARTOON
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S ANNOUNCEMENT
12530765 RUMPEL S ANNOUNCEMENT12530765
SHREK FOREVER AFTER CARTOON
(blank)
RUMPEL S NEW KINGDOM
12530720 RUMPEL S NEW KINGDOM12530720
SHREK FOREVER AFTER CARTOON
(blank)
SHREK
5812859 SHREK5812859
18

SHREK FOREVER AFTER CARTOON
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER CARTOON
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AFTER END CREDIT
(blank)
SHREK FOREVER AFTER END CREDIT
12530782 SHREK FOREVER AFTER END CREDIT12530782
SHREK FOREVER AFTER HEBREW VER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER
28566795 SHREK FOREVER AFTER28566795
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AFTER HEBREW VER
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK FOREVER AVTER
(blank)
CALLIOPE MUSIC
12685059 CALLIOPE MUSIC12685059
SHREK FOREVER AVTER
(blank)
DIN DIN ALBUM VERSION
22782798 DIN DIN ALBUM VERSION22782798
SHREK FOREVER AVTER
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK FOREVER AVTER
(blank)
PIED PIPER PLAYS RUMPEL
12530779 PIED PIPER PLAYS RUMPEL12530779
SHREK FOREVER AVTER
(blank)
PLAN OF ATTACK
12530735 PLAN OF ATTACK12530735
SHREK FOREVER AVTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
SHREK FOREVER AVTER
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK FOREVER CHARAKTERS
C 33134SHREK IV UIPSHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER DROP EVERYTHING
33151 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK FOREVER HOLD ON TO YOUR
33153 SHREK IV UIP SHREK FOREV
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
CHAMPION SHREK
5662058 CHAMPION SHREK5662058
SHREK HEBREW VERSION
(blank)
FAIRYTALE
5659968 FAIRYTALE5659968
SHREK HEBREW VERSION
(blank)
FIONA HUMMING
5662072 FIONA HUMMING5662072
SHREK HEBREW VERSION
(blank)
IT IS YOU I HAVE LOVED
5627420 IT IS YOU I HAVE LOVED5627420
SHREK HEBREW VERSION
(blank)
ONE OF A KIND KNIGHT
5662063 ONE OF A KIND KNIGHT5662063
SHREK HEBREW VERSION
(blank)
SAVING DONKEY S ASS
5662064 SAVING DONKEY S ASS5662064
SHREK HEBREW VERSION
(blank)
SHREK
5812859 SHREK5812859
SHREK HEBREW VERSION
(blank)
SINGING PRINCESS
5662071 SINGING PRINCESS5662071
SHREK II
(blank)
CANZONE DELLA FATA MADRINA
0 CANZONE DELLA FATA MADRINA0
SHREK II
(blank)
CHANGES FOR YOU
7156894 CHANGES FOR YOU7156894
SHREK II
(blank)
DRAGON
7156935 DRAGON7156935
19

SHREK II
(blank)
END HAPPILY EVER AFTER
7156934 END HAPPILY EVER AFTER7156934
SHREK II
(blank)
FAIRY GODMOTHER SONG
7156893 FAIRY GODMOTHER SONG7156893
SHREK II
(blank)
FAR FAR AWAY
7156886 FAR FAR AWAY7156886
SHREK II
(blank)
FIRE IN MY BLOOD
8062906 FIRE IN MY BLOOD8062906
SHREK II
(blank)
GET THE WAND
7156932 GET THE WAND7156932
SHREK II
(blank)
NOT MEANT TO BE
7156913 NOT MEANT TO BE7156913
SHREK II
(blank)
OBLIGED TO HELP
7156905 OBLIGED TO HELP7156905
SHREK II
(blank)
PASS SAVES THE DAY
0 PASS SAVES THE DAY0
SHREK II
(blank)
SHREK 2 FILM
0 SHREK 2 FILM0
SHREK II
(blank)
SHREK II
0 SHREK II0
SHREK II
(blank)
SHREK II CUES 01
0 SHREK II CUES 010
SHREK II
(blank)
SHREK II CUES 02
0 SHREK II CUES 020
SHREK II
(blank)
SHREK II CUES 03
0 SHREK II CUES 030
SHREK II
(blank)
SHREK II CUES 05
0 SHREK II CUES 050
SHREK II
(blank)
SHREK II CUES 06
0 SHREK II CUES 060
SHREK SIGNS
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS
22783851 SHREK SIGNS22783851
SHREK SIGNS THE DEAL
(blank)
SHREK SIGNS THE DEAL
0 SHREK SIGNS THE DEAL0
SHREK SPECIAL SCARED SHREKLESS
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
SHREK THE GHOST OF LORD FARQUA
(blank)
DRAGON CHASE
6570751 DRAGON CHASE6570751
SHREK THE GHOST OF LORD FARQUA
(blank)
ONCE UPON A TIME
22783849 ONCE UPON A TIME22783849
SHREK THE HALLS
(blank)
159 DAYS LEFT
0 159 DAYS LEFT0
SHREK THE HALLS
(blank)
159 DAYS LEFT
10173576 159 DAYS LEFT10173576
SHREK THE HALLS
(blank)
A WHITE CHRISTMAS
0 A WHITE CHRISTMAS0
SHREK THE HALLS
(blank)
BAD DONKEY
0 BAD DONKEY0
SHREK THE HALLS
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREK THE HALLS
(blank)
CLOSING
0 CLOSING0
SHREK THE HALLS
(blank)
CLOSING
10173585 CLOSING10173585
SHREK THE HALLS
(blank)
DECORATING
0 DECORATING0
SHREK THE HALLS
(blank)
DECORATING
10173586 DECORATING10173586
SHREK THE HALLS
(blank)
DONKEY CARD
0 DONKEY CARD0
SHREK THE HALLS
(blank)
DONKEY CARD
10173588 DONKEY CARD10173588
SHREK THE HALLS
(blank)
DONKEY S STORY
0 DONKEY S STORY0
SHREK THE HALLS
(blank)
DONKEY S STORY
10173602 DONKEY S STORY10173602
SHREK THE HALLS
(blank)
DONKEYS STORY
0 DONKEYS STORY0
SHREK THE HALLS
(blank)
FAMILY READY
0 FAMILY READY0
20

SHREK THE HALLS
(blank)
FAMILY READY
10173599 FAMILY READY10173599
SHREK THE HALLS
(blank)
FIONA WAIT
0 FIONA WAIT0
SHREK THE HALLS
(blank)
FIONA WAIT
10173609 FIONA WAIT10173609
SHREK THE HALLS
(blank)
GANG PREP
6919741 GANG PREP6919741
SHREK THE HALLS
(blank)
GIVE ME A HUG
0 GIVE ME A HUG0
SHREK THE HALLS
(blank)
GIVE ME A HUG
10173610 GIVE ME A HUG10173610
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
0 GIVE ME THE BOOK0
SHREK THE HALLS
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREK THE HALLS
(blank)
HALLELUJAH
0 HALLELUJAH0
SHREK THE HALLS
(blank)
HALLELUJAH
10173603 HALLELUJAH10173603
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
0 HALLELUJAH WAFFLE SANTA0
SHREK THE HALLS
(blank)
HALLELUJAH WAFFLE SANTA
10212935 HALLELUJAH WAFFLE SANTA10212935
SHREK THE HALLS
(blank)
HEY SWEETIES
0 HEY SWEETIES0
SHREK THE HALLS
(blank)
HEY SWEETIES
10173601 HEY SWEETIES10173601
SHREK THE HALLS
(blank)
MORNING
0 MORNING0
SHREK THE HALLS
(blank)
MORNING
10173587 MORNING10173587
SHREK THE HALLS
(blank)
MY SPOT
0 MY SPOT0
SHREK THE HALLS
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREK THE HALLS
(blank)
OPENING
0 OPENING0
SHREK THE HALLS
(blank)
PREPARATIONS
0 PREPARATIONS0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
0 SANTA CLAUZILLA0
SHREK THE HALLS
(blank)
SANTA CLAUZILLA
10173604 SANTA CLAUZILLA10173604
SHREK THE HALLS
(blank)
SANTA SHREK
0 SANTA SHREK0
SHREK THE HALLS
(blank)
SANTA SHREK
10173613 SANTA SHREK10173613
SHREK THE HALLS
(blank)
SHREK THE HALLS
0 SHREK THE HALLS0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES
0 SHREK THE HALLS CUES0
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 2
0 SHREK THE HALLS CUES 20
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 4
0 SHREK THE HALLS CUES 40
SHREK THE HALLS
(blank)
SHREK THE HALLS CUES 5
0 SHREK THE HALLS CUES 50
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
0 SHREK THE HALLS MAIN TITLE0
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE
10173575 SHREK THE HALLS MAIN TITLE10173575
SHREK THE HALLS
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE HALLS
(blank)
SHREK THE HALLS OPENING
0 SHREK THE HALLS OPENING0
SHREK THE HALLS
(blank)
SHREK THE HALLS TELEFILM
0 SHREK THE HALLS TELEFILM0
SHREK THE HALLS
(blank)
SHREK THE HALLS WWL
0 SHREK THE HALLS WWL0
21

SHREK THE HALLS
(blank)
SHREK THE HALLS-CUES
0 SHREK THE HALLS-CUES0
SHREK THE HALLS
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE HALLS
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE HALLS MAIN TITLE THE
(blank)
SHREK THE HALLS MAIN TITLE THE
0 SHREK THE HALLS MAIN TITLE THE0
SHREK THE THIRD
(blank)
ARTHUR
0 ARTHUR0
SHREK THE THIRD
(blank)
ARTIE
0 ARTIE0
SHREK THE THIRD
(blank)
ARTIE S BIG HEAD
0 ARTIE S BIG HEAD0
SHREK THE THIRD
(blank)
BABY DREAMS
0 BABY DREAMS0
SHREK THE THIRD
(blank)
BABY SHOWER
0 BABY SHOWER0
SHREK THE THIRD
(blank)
BEDTIME
0 BEDTIME0
SHREK THE THIRD
(blank)
BKG SHREK 3
0 BKG SHREK 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 1
0 BKG SHREK THE THIRD 10
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 2
0 BKG SHREK THE THIRD 20
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 3
0 BKG SHREK THE THIRD 30
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 4
0 BKG SHREK THE THIRD 40
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 5
0 BKG SHREK THE THIRD 50
SHREK THE THIRD
(blank)
BKG SHREK THE THIRD 6
0 BKG SHREK THE THIRD 60
SHREK THE THIRD
(blank)
CHARADES
0 CHARADES0
SHREK THE THIRD
(blank)
CHARMING ARRIVES
0 CHARMING ARRIVES0
SHREK THE THIRD
(blank)
CHARMING S COUP
0 CHARMING S COUP0
SHREK THE THIRD
(blank)
CHARMINGS COUP
0 CHARMINGS COUP0
SHREK THE THIRD
(blank)
CHARMNING COUP
0 CHARMNING COUP0
SHREK THE THIRD
(blank)
CHARMNING S COUP
0 CHARMNING S COUP0
SHREK THE THIRD
(blank)
CHARMNNING S COUP
0 CHARMNNING S COUP0
SHREK THE THIRD
(blank)
CONVINCING ENOUGH
0 CONVINCING ENOUGH0
SHREK THE THIRD
(blank)
COURTLY ATTIRE
0 COURTLY ATTIRE0
SHREK THE THIRD
(blank)
DONKEY WISDOM
0 DONKEY WISDOM0
SHREK THE THIRD
(blank)
DONKEY WISDOM
9233132 DONKEY WISDOM9233132
SHREK THE THIRD
(blank)
EVERLASTING LOVE
0 EVERLASTING LOVE0
SHREK THE THIRD
(blank)
FATHERLY TALK
0 FATHERLY TALK0
SHREK THE THIRD
(blank)
FIRE IN MY BLOOD
0 FIRE IN MY BLOOD0
SHREK THE THIRD
(blank)
FLYING TALKING DONKEY
0 FLYING TALKING DONKEY0
SHREK THE THIRD
(blank)
GINGI BAKED
0 GINGI BAKED0
SHREK THE THIRD
(blank)
GINGI BAKED
9233183 GINGI BAKED9233183
SHREK THE THIRD
(blank)
GINGI FLASHBACK
0 GINGI FLASHBACK0
SHREK THE THIRD
(blank)
GINGI FLASHBACK
9233181 GINGI FLASHBACK9233181
SHREK THE THIRD
(blank)
GINGI MOVIES
0 GINGI MOVIES0
SHREK THE THIRD
(blank)
GINGI MOVIES
9233186 GINGI MOVIES9233186
SHREK THE THIRD
(blank)
GINGI TOM APART
0 GINGI TOM APART0
SHREK THE THIRD
(blank)
GINGI TORN APART
0 GINGI TORN APART0
SHREK THE THIRD
(blank)
GINGI TORNS APART
0 GINGI TORNS APART0
SHREK THE THIRD
(blank)
HAPPY TO SEE US
0 HAPPY TO SEE US0
22

SHREK THE THIRD
(blank)
HAPPY TO SEE US
9233198 HAPPY TO SEE US9233198
SHREK THE THIRD
(blank)
HOLD IT
0 HOLD IT0
SHREK THE THIRD
(blank)
HOOK ATTACK
0 HOOK ATTACK0
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK9233229
SHREK THE THIRD
(blank)
HOOK ATTACK
9233229 HOOK ATTACK 9233229
SHREK THE THIRD
(blank)
HOOK ATTACK THE
0 HOOK ATTACK THE0
SHREK THE THIRD
(blank)
HREK THE THIRD OPENING THEME
0 HREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
IN THE BEDROOM
0 IN THE BEDROOM0
SHREK THE THIRD
(blank)
IN THE DRESSING ROOM
0 IN THE DRESSING ROOM0
SHREK THE THIRD
(blank)
IT S SO HARD
0 IT S SO HARD0
SHREK THE THIRD
(blank)
JOIN ME
0 JOIN ME0
SHREK THE THIRD
(blank)
JOKE TROMBONE
0 JOKE TROMBONE0
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE9233163
SHREK THE THIRD
(blank)
JOKE TROMBONE
9233163 JOKE TROMBONE 9233163
SHREK THE THIRD
(blank)
KING DIES
0 KING DIES0
SHREK THE THIRD
(blank)
KING DIES
9233118 KING DIES9233118
SHREK THE THIRD
(blank)
KING DIES THE
0 KING DIES THE0
SHREK THE THIRD
(blank)
MERLIN
0 MERLIN0
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN9233211
SHREK THE THIRD
(blank)
MERLIN
9233211 MERLIN 9233211
SHREK THE THIRD
(blank)
MERLIN CONGAS
0 MERLIN CONGAS0
SHREK THE THIRD
(blank)
MOMMY
0 MOMMY0
SHREK THE THIRD
(blank)
MOMMY
9233100 MOMMY9233100
SHREK THE THIRD
(blank)
NOT YOUR FRIENDS
0 NOT YOUR FRIENDS0
SHREK THE THIRD
(blank)
OLD LADY
0 OLD LADY0
SHREK THE THIRD
(blank)
OPENING SHREK THE THIRD
0 OPENING SHREK THE THIRD0
SHREK THE THIRD
(blank)
OPENING TITLES
0 OPENING TITLES0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
0 ORCHESTRA TUNE UP0
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP9233248
SHREK THE THIRD
(blank)
ORCHESTRA TUNE UP
9233248 ORCHESTRA TUNE UP 9233248
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
0 OUT OF FLASHBACK0
SHREK THE THIRD
(blank)
OUT OF FLASHBACK
9233195 OUT OF FLASHBACK9233195
SHREK THE THIRD
(blank)
PARTY GOES AWRY
0 PARTY GOES AWRY0
SHREK THE THIRD
(blank)
PARTY GOES AWRY
9233110 PARTY GOES AWRY9233110
SHREK THE THIRD
(blank)
PEACHES
0 PEACHES0
SHREK THE THIRD
(blank)
PINOCCHIO
0 PINOCCHIO0
SHREK THE THIRD
(blank)
PINOCCHIO S PRESENT DRUM ROLL
0 PINOCCHIO S PRESENT DRUM ROLL0
SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
0 PINOCCHIO S QUESTIONING0
23

SHREK THE THIRD
(blank)
PINOCCHIO S QUESTIONING
9233201 PINOCCHIO S QUESTIONING9233201
SHREK THE THIRD
(blank)
PREGGERS
0 PREGGERS0
SHREK THE THIRD
(blank)
PRINCESS CATFIGHT
0 PRINCESS CATFIGHT0
SHREK THE THIRD
(blank)
PRINCESS POW POW
0 PRINCESS POW POW0
SHREK THE THIRD
(blank)
PRINCESS POW WOW
0 PRINCESS POW WOW0
SHREK THE THIRD
(blank)
PUSS AT WINDOW
0 PUSS AT WINDOW0
SHREK THE THIRD
(blank)
RETURN TO FAR FAR AWAY
0 RETURN TO FAR FAR AWAY0
SHREK THE THIRD
(blank)
ROYAL AWAKENING
0 ROYAL AWAKENING0
SHREK THE THIRD
(blank)
SAILING
0 SAILING0
SHREK THE THIRD
(blank)
SHIPWRECK
0 SHIPWRECK0
SHREK THE THIRD
(blank)
SHOW OPENING
0 SHOW OPENING0
SHREK THE THIRD
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK THE THIRD
(blank)
SHOW OPENING
9233249 SHOW OPENING 9233249
SHREK THE THIRD
(blank)
SHREK 2
0 SHREK 20
SHREK THE THIRD
(blank)
SHREK 3
0 SHREK 30
SHREK THE THIRD
(blank)
SHREK 3 CUES
0 SHREK 3 CUES0
SHREK THE THIRD
(blank)
SHREK CUES
0 SHREK CUES0
SHREK THE THIRD
(blank)
SHREK CUES 01
0 SHREK CUES 010
SHREK THE THIRD
(blank)
SHREK III
0 SHREK III0
SHREK THE THIRD
(blank)
SHREK III THEME
0 SHREK III THEME0
SHREK THE THIRD
(blank)
SHREK RISING
0 SHREK RISING0
SHREK THE THIRD
(blank)
SHREK THE THIRD
0 SHREK THE THIRD0
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585408 SHREK THE THIRD10585408
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585409 SHREK THE THIRD10585409
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585411 SHREK THE THIRD10585411
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD 10585412
SHREK THE THIRD
(blank)
SHREK THE THIRD 1
0 SHREK THE THIRD 10
SHREK THE THIRD
(blank)
SHREK THE THIRD 2
0 SHREK THE THIRD 20
SHREK THE THIRD
(blank)
SHREK THE THIRD 3
0 SHREK THE THIRD 30
SHREK THE THIRD
(blank)
SHREK THE THIRD 4
0 SHREK THE THIRD 40
SHREK THE THIRD
(blank)
SHREK THE THIRD 5
0 SHREK THE THIRD 50
SHREK THE THIRD
(blank)
SHREK THE THIRD 6
0 SHREK THE THIRD 60
SHREK THE THIRD
(blank)
SHREK THE THIRD BG
0 SHREK THE THIRD BG0
SHREK THE THIRD
(blank)
SHREK THE THIRD BG CUES
0 SHREK THE THIRD BG CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES
0 SHREK THE THIRD CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 01
0 SHREK THE THIRD CUES 010
24

SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 02
0 SHREK THE THIRD CUES 020
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 03
0 SHREK THE THIRD CUES 030
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 04
0 SHREK THE THIRD CUES 040
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 05
0 SHREK THE THIRD CUES 050
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 2
0 SHREK THE THIRD CUES 20
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 3
0 SHREK THE THIRD CUES 30
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 4
0 SHREK THE THIRD CUES 40
SHREK THE THIRD
(blank)
SHREK THE THIRD CUES 5
0 SHREK THE THIRD CUES 50
SHREK THE THIRD
(blank)
SHREK THE THIRD FILM
0 SHREK THE THIRD FILM0
SHREK THE THIRD
(blank)
SHREK THE THIRD MAIN TITLE
0 SHREK THE THIRD MAIN TITLE0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
0 SHREK THE THIRD OPENING0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING9233098
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING 9233098
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING THEME
0 SHREK THE THIRD OPENING THEME0
SHREK THE THIRD
(blank)
SHREK THE THIRD OPENING TITLE
0 SHREK THE THIRD OPENING TITLE0
SHREK THE THIRD
(blank)
SHREK THE THIRD-CUES
0 SHREK THE THIRD-CUES0
SHREK THE THIRD
(blank)
SHREK THE THIRDOPENING
0 SHREK THE THIRDOPENING0
SHREK THE THIRD
(blank)
SHREK TRUE LOVES FIRST KISS
0 SHREK TRUE LOVES FIRST KISS0
SHREK THE THIRD
(blank)
SHUT UP LADY
0 SHUT UP LADY0
SHREK THE THIRD
(blank)
SORRY WE RE LATE
0 SORRY WE RE LATE0
SHREK THE THIRD
(blank)
SORRY WERE LATE
0 SORRY WERE LATE0
SHREK THE THIRD
(blank)
SWAMP WALTZ
0 SWAMP WALTZ0
SHREK THE THIRD
(blank)
TACTICS
0 TACTICS0
SHREK THE THIRD
(blank)
TEA PARTY
0 TEA PARTY0
SHREK THE THIRD
(blank)
TEA PARTY
9233180 TEA PARTY9233180
SHREK THE THIRD
(blank)
TIMP RIM SHOT
0 TIMP RIM SHOT0
SHREK THE THIRD
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT9233257
SHREK THE THIRD
(blank)
TIMP RIM SHOT
9233257 TIMP RIM SHOT 9233257
SHREK THE THIRD
(blank)
TO THE POISON APPLE
0 TO THE POISON APPLE0
SHREK THE THIRD
(blank)
TRIP HOME
0 TRIP HOME0
SHREK THE THIRD
(blank)
TRIP HOME
9233232 TRIP HOME9233232
SHREK THE THIRD
(blank)
TRIP HOME
9233232 TRIP HOME 9233232
SHREK THE THIRD
(blank)
TRIP HOME THE
0 TRIP HOME THE0
SHREK THE THIRD
(blank)
UNREPORTED TITLE
0 UNREPORTED TITLE0
SHREK THE THIRD
(blank)
UNREPORTED WORK
0 UNREPORTED WORK0
SHREK THE THIRD
(blank)
VILLAIN SPEECH
0 VILLAIN SPEECH0
SHREK THE THIRD
(blank)
WHAT SHOW
0 WHAT SHOW0
SHREK THE THIRD
(blank)
WHAT SHOWL
0 WHAT SHOWL0
SHREK THE THIRD
(blank)
YOU LL BE SORRY
0 YOU LL BE SORRY0
25

SHREK THE THIRD 1C
(blank)
SHOW OPENING
9233249 SHOW OPENING9233249
SHREK THE THIRD 1C
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD 1C
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
10585406 SHREK THE THIRD10585406
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
10585412 SHREK THE THIRD10585412
SHREK THE THIRD 2007
(blank)
SHREK THE THIRD
28566809 SHREK THE THIRD28566809
SHREK THE THIRD OPENING
(blank)
SHREK THE THIRD OPENING
9233098 SHREK THE THIRD OPENING9233098
SHREK THE THIRD PROMO
(blank)
SHREK THE THIRD PROMO
0 SHREK THE THIRD PROMO0
SHREKKATI PER LE FESTE
(blank)
BAD DONKEY
10173605 BAD DONKEY10173605
SHREKKATI PER LE FESTE
(blank)
GIVE ME THE BOOK
10173608 GIVE ME THE BOOK10173608
SHREKKATI PER LE FESTE
(blank)
MY SPOT
10173612 MY SPOT10173612
SHREKKATO DA MORIRE
(blank)
SHREK FAMILY THEME
12419340 SHREK FAMILY THEME12419340
STK 030 002 SHREK 11
(blank)
STK 030 002 SHREK 11
0 STK 030 002 SHREK 110
TRAILER SHREK 4
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER BL
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER CH
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER FO
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER PU
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER WA
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
TRAILER SHREK FOREVER AFTER WE
(blank)
SHREK FOREVER AFTER CUES
11886990 SHREK FOREVER AFTER CUES11886990
UIP 010 026 UIP SHREK 2
(blank)
UIP 010 026 UIP SHREK 2
0 UIP 010 026 UIP SHREK 20
UIP 010 026 VIP SHREK 2
(blank)
UIP 010 026 VIP SHREK 2
0 UIP 010 026 VIP SHREK 20
UIP 010 028 SHREK 11
(blank)
UIP 010 028 SHREK 11
0 UIP 010 028 SHREK 110
UIP 010 029 SHREK 11
(blank)
UIP 010 029 SHREK 11
0 UIP 010 029 SHREK 110
UIP 015 314 M SHREK THE THIRD
(blank)
UIP 015 314 M SHREK THE THIRD
0 UIP 015 314 M SHREK THE THIRD0
UIP 015 315 M SHREK THE THIRD
(blank)
UIP 015 315 M SHREK THE THIRD
0 UIP 015 315 M SHREK THE THIRD0
UIP 015 316 M SHREK THE THIRD
(blank)
UIP 015 316 M SHREK THE THIRD
0 UIP 015 316 M SHREK THE THIRD0
UIP 020 023 UIP SHREK 2
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6 Harrison Street, 5th Floor
New York, NY 10013
 
September 22, 2022
 
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
 
Re:
Public Shrek Royalties LLC
Offering Statement on Form 1-A
 
To Whom It May Concern:
We are filing today with the U.S. Securities and Exchange Commission (the “SEC”) an Offering Statement of Public Shrek Royalties LLC (the “Issuer,” “we” or “our”) on Form 1-A (the “Offering Statement”).
We would like to point out to the staff of the SEC that the Issuer is a newly formed entity affiliated with Otis Wealth, Inc. (the “Managing Member”), the managing member of various issuers that have previously filed with the SEC offering statements on Form 1-A that were subsequently qualified.
We would further like to point out to the staff of the SEC that we were recently formed as a Delaware limited liability company and have not conducted any operations prior to the date of the Offering Statement and will not conduct any business activities except for activities relating to the ownership, maintenance and eventual sale of the asset described in the Offering Circular (the “Offering Circular”). We have not yet commenced operations and have no assets or liabilities at this time, and will not until after the qualification of this offering by the SEC and the offering closes.
Accordingly, we have not presented financial statements in the Offering Circular, though we have described in the Offering Circular certain critical accounting policies that we intend to adopt following our acquisition of the asset described therein. We plan to engage an independent auditor to audit our financial statements after the qualification of this offering by the SEC, the offering closes and operations commence. Following the offering, we will include audited financial statements in our annual reports with the SEC on Form 1-K containing our financial statements for such fiscal year, presented in accordance with U.S. generally accepted accounting principles, including a balance sheet, statements of operation, statement of changes in members’ equity and statement of cash flows, with such statements having been audited by an independent auditor selected by the Managing Member.
Pursuant to the Commission’s Financial Reporting Manual, Section 1160 provides certain scenarios for recently organized companies to be able to omit financial statements. Our operations fall under that of Section 1160.1, for issuers filing with an effective date before the issuer is capitalized on other than a nominal basis. While we understand that the language of the Financial Reporting Manual speaks to “registrants,” we believe that such allowances should be granted to companies filing under Regulation A as well. Further, as by definition, issuers utilizing Regulation A are pursuing smaller offerings, equitable treatment of Regulation A issuers and registrants would result in an extension of the relief of Section 1160.1 of the Financial Reporting Manual.
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Furthermore, on page 180 of the Final Rules for amending Regulation A in 2015 under Release 33-9741, the SEC stated that the “special financial report requires audited financial statements for … the life of the issuer if less than a full fiscal year … to be filed not later than 120 calendar days after qualification of the offering statement if the offering statement does not include such financial statements” (emphasis added). The latter clause indicates that the SEC contemplated a scenario where an offering statement would not include any financial statements. This is shown as well in Rule 257(b)(2)(ii) itself, which states that “[e]ach issuer that has filed an offering statement for a Tier 2 offering that has been qualified pursuant to this Regulation A must file with the Commission … [a] special financial report on Form 1-K or Form 1-SA if the offering statement did not contain the following: (A) [a]udited financial statements for the issuer’s most recent fiscal year (or for the life of the issuer if less than a full fiscal year) preceding the fiscal year in which the issuer’s offering statement became qualified; or (B) unaudited financial statements covering the first six months of the issuer’s current fiscal year if the offering statement was qualified during the last six months of that fiscal year.” By negative inference, if an issuer has neither completed a short fiscal year nor six months of the current fiscal year, no special financial report would be required, thus no financial statements.
Pursuant to Part F/S paragraph (b)(3) of Form 1-A, no consolidated balance sheet is required as the Issuer does not fall within the timelines under subparagraphs (A)-(D) of paragraph (b)(3). Specifically, the filing is not being made within the shortest period specified (that of subparagraph (d)), “the period from inception until three months after reaching the annual balance sheet date for the first time.” Part F/S paragraph (c)(1)(i) indicates that the age of financial statements for a Tier 2 Regulation A offering follows that set forth in paragraphs (b)(3)-(4) of Part F/S. Statements of comprehensive income, cash flows and changes in members’ equity must be provided “for each of the two fiscal years preceding the date of the most recent balance sheet being filed or such shorter period as the issuer has been in existence.” We understand “such shorter period as the issuer has been in existence” to modify “for each of the two fiscal years”; in other words, if an issuer has been in existence for only one fiscal year, such period is acceptable. However, if no fiscal year has been completed prior to filing or qualification, no such statements would be warranted.
Inclusion of financial statements in the Offering Circular would not add meaningful investor protection given that such statements would merely be disclosing no activity, but would increase the overhead of the Managing Member in preparing the Offering Statement.
Please do not hesitate to contact the undersigned at (843) 442-7908 or keith@public.com, or our counsel, Andrew Stephenson of CrowdCheck Law LLP, at (650) 906-9984 or andrew@crowdchecklaw.com, if you have any questions regarding the Offering Statement.
Sincerely,
 
Public Shrek Royalties LLC
By: Otis Wealth, Inc., its managing member
 
By: /s/ Keith Marshall
      Keith Marshall
      President, Secretary, Treasurer & Sole Director
 
cc:
Andrew Stephenson, Esq.