IN THE CHANCERY COURT FOR DAVIDSON COUNTY, TENNESSEE.) ATNASHVILLE ‘VERGE RECORDS INTERNATIONAL, ) INC. D/B/A ONERPM Plaincif Case No, 19-5161 JURY DEMAND CMDSHFT, LLC, a Tennessee Limited iability Company; RYAN FINDLEY pik/a SONNY BAMA, an Individual JARROD COOPER, an Individual Defendants. JARROD COOPER'S ANSWER, AFFIRMATIVE DEFENSES AND, ‘COUNTERCLAIM INTRODUCTION Mr. Cooper's Counterelsim is an action for fraudulent inducement and breach of contract against ONEmpm. ONErpm, through its agent Emmanuel Zunz, repeatedly promised Mr. Cooper tha, in exchange for Mr. Cooper's assistance in creating, developing and running ONExpm, that company would convey to Mr, Cooper 10% equity intrest in ONErpm. To date, ONErpm has never delivered that 10% equity interest, both breaching the contract between Mr. Cooper and ONErpm and, as is now apparent, fraudulently inducing Mr. Cooper to leave his employment and devote ten years af his professional ie to ONEspm, Contrary to ONExpm’s allegations, Mr. Cooper and Sonny Findley left ONEnpm ‘because ONErpm entered into contacts with sats cients that were oppressive and one sided, ONExpm lures artists nto agreing o exclusive digital distribution deals and fils to provide any meaningful compensation forthe exclusivity it demands. ONExpm's principal, 1Emmanuel Zunz, enccuraged Cooper and Findley to leave and pursue other businesses, inch creating their own company. Now that Command Shift is competing with ONExpm for artist clients, ONErpm seeks to shut Command Shift down through this litigation. ONErpm’s ulterior motivation in interfering with Command Shifts client relationships is evidenced by ONErpm’s in-house counsel sending litigation hold notices fo Command Shifts elents. Command Shift understands that ONErpm has pointed to the existence of the lawsuit when competing for artist clients and also used the threat of litigation fo compel stists to allow ONErpm to distribute the artists digital content. (ONErpm touts itself as being artist-hiendly, but ONErpm’s contract and business practices sre designed to line ONExpm's pockets atthe expense of the artists who contract with it. Jarrod Cooper “ME: Cooper”) answers the Complaint fled against him as follows: FIRST DEFENSE "The Complaint ails wo tate cain for whic | Mr. Cooper deries he has engaged in any unlawful conduct and denies he is able to Verge Records db/a ONEepm (*ONExpm” for any claim, 2. Mr, Cooper deries the allegation in paragraph 2, 3, Mr Cooper desis the allegations in paragraph 3. 4, Mr, Cooper adits the allegations in paragraph 4 5, Mr, Cooper lacks knowledge or information sufficient to form a beet as to the ‘ruth of the allegationsin paragraph 5 16, Mr. Cooper denies the allegations in paragraph 67. Mr. Cooper denies th allegations in paragraph 7 to the extent the allegations are dliocted at Mr. Cooper 8. Mr. Cooper admits the allegations in paragraph 8 on information and belie 9. Mr. Cooper admits the allegations in paragraph 9 10. Me. Cooper adits the allegations in paragraph 10 on information and belie, 11. Mr. Cooper admits the llegations in paragraph 11 12.Mr. Cooper desis that this Court has jurisdiction pusuant to Temessee Code Annotated §16-10-102.T.C.A, Section 16-10-102 relates to eximinal jurisdiction in Circuit. Court. Mr. Cooper further denies that this Court has subject-matter jurisdiction, asthe claims asserted by Plan ate unliguidated tort claims appropriately pursued in Circuit Cour, Mr. Cooper adits that his Court as personal jurisdtion over him but denies the remaining allegation of paragraph 12 ofthe Complain that relat to him. The remaining allegations in paragraph 12 ae directed at other Defendants 13, Mr, Cooper admis the allegations i paragraph 13. 14. Me Cooper adit the allegations in paragraph 14 on information and belie except the allegation that Mt. 2un founded ONErpm, which Mr. Cooper denies 15, Mr, Cooper lads knowledge or information suicient to form a belict as to the truth ofthe allegations in paragraph 15, 16, Mr, Cooper lacks knowledge or information suiient to form a belie as to the teuth ofthe allegation a paragraph 16 17. Mr, Cooper lacks knowledge or information sufficient to form a belie as to the truth ofthe allegation in paragraph 17.