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    2010 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States. AWarner Music Group Company. All Rights Reserved. Printed in U.S.A. 518903-2

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    Dont Let Me FaLL(Bobby Simmons Jr., Clarence Montgomery III) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Pouvois Sounds (ASCAP).Produced by B.o.B for Ham Squad Productions, Inc. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA.

    nothin on You(Bobby Simmons Jr., Bruno Mars, Philip Lawrence, Ari Levine) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Mars Force Music/Northside Independent Music Publishing/Bug House (ASCAP)/Administered By Bug //EMI April Music, Inc. o/b/o Roc Cor Publishing and Music Famamanem LP(ASCAP)//Toy Plane Music/Art For Arts Sake Music/Bughouse (ASCAP) Administered by Bug Obo Arthouse Entertainment LLC. Produced by The Smeezingtons.Recorded and Mixed by Ari Levine at Levcon Studios, Hollywood, CA. All Music and Instruments played by Bruno Mars and Ari Levine except Bass by BrodyBrown.

    Past MY shaDes(Bobby Simmons Jr., Lupe Fiasco) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Lu Chill Music /Heavy As Heaven/UniversalMusic Publishing (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios, Atlanta, GA. Lupe Fiascosperformance recorded by Greg GBall Magers at The Attic Recording Chicago, IL. Drums by Ali Warren. Bass by Kato. Guitar by Kyle King.airPLanes(Bobby Simmons Jr., Justin Franks, Alex Grant, Jeremy Dussolliet, Tim Sommers) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//J.Franks/Artist Publishing Group West (ASCAP) administered by WB Music Corp.//Songs of Universal, Inc. (BMI)// WB Music Corp. (ASCAP) a nd Kinetics andOne Love (ASCAP) All rights administered by WB Music Corp. Produced by Alex Da Kid for Wonderland Music, LLC. Co-Produced by Frank E. Recorded by PaulBailey at Paramount Studios, Hollywood, CA and Mike Wilson at Patchwerk Studios, Atlanta, GA. Mixed by Manny Marraquin at Larrabee North, Universal City,CA. Assisted by Christian Plata and Erik Madrid. Additional guitars by J Browz for Veers Music and Josh Lopez. Additional vocals by Hayley Williams.

    Bet i(Bobby Simmons Jr., Clifford Harris, Clarence Montgomery III, Jesse McMullen Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)

    //Crown Club Publishing/Warner-Tamerlane Publishing Corp. (BMI)//Pouvois Sounds (ASCAP)//Jesse McMullen (ASCAP)/Artist Publishing Group West adminby Warner Chappell. Produced by Kuttah for Trummp Change Entertainment. Recorded by B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at EchoStudios, Atlanta, GA. Additional Vocals by T.I. & Playboy Tre.

    Ghost in the Machine(Bobby Simmons Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by B. o.B for Ham Squad Productions, Inc. Recordedby B.o.B at Ham Squad Studios, Atlanta, GA. Mixed by Joe Fitz at Echo Studios, Atlanta, GA.

    the KiDs(Bobby Simmons Jr., Justin Franks, Chris Baio, Rostam Batmanglij, Ezra Koenig, Chris Tomson) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing,LLC (BMI)//J. Franks/Artist Publishing Group West (ASCAP) administered by WB Music Corp.//Vampire Weekend Music (ASCAP). by arrangement with Imagem

    Music (PRS). Produced by Frank E. Recorded by B.o.B at Patchwerk Recording Studios, Atlanta, GA. Mixed by Adelio Lombardi at Side 3 Studios, Denver, COAdditional Vocals by Janelle Mone. Janelle Mone appears courtesy of Wondaland Productions/Bad Boy Records. The Kids contains interpolations from thecomposition The Kids Dont Stand a Chance written by Chris Baio, Rostam Batmanglij, Ezra Koenig, Chris Tomson and published by Vampire Weekend Musi(ASCAP) by arrangement with Imagem Music (PRS). Used by permission.

    MaGic (Lukasz Gottwald, Rivers Cuomo, Bobby Simmons Jr.) Kasz Money Publishing (ASCAP)//E.O. Smith Publishing (BMI)//Ham Squad Music/Songs of UniversalInc./Shady Music Publishing, LLC (BMI). Produced by Dr. Luke for Kasz Money Productions, Inc. Mixed by Serban Ghenea. Vocals by B.o.B featuring RiversCuomo. All Instruments by Dr. Luke and Rivers Cuomo. All programming by Dr. Luke. Engineered by Emily Wright and Sam Holland. Assisted by AnielaGottwald. Vocal Editing by Emily Wright. Production Coordination by Irene Richter, Vanessa Silberman, and Megan Dennis. Recorded at Conway RecordingStudios, Los Angeles, CA. Mixed at MixStar Studios, Virginia Beach, VA. Engineered for mix by John Hanes. Assistant engineering for mix by Tim Roberts. RivCuomo appears courtesy of Geffen Records.

    FaMe(Bobby Simmons Jr., Clarence Montgomery III, Alvin Lindsay, Kentrell Lindsay, Christopher Lanier, Zekuumba Zekkariyas, Howard Coney, George GershwDubose Heyward, Ira Gershwin, Dorothy Heyward) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI)//Pouvois Sounds (ASCAP)Artist Publishing Group West admin by Warner Chappell (ASCAP)//Ayif15music (ASCAP)//Zekuumba Zekkariyas (PRS)// Penmen Publishing (PRS)// GeorgeGershwin Music (ASCAP)/DuBose & Dorothy Heyward Memorial Fund Pub. (ASCAP) & Ira Gershwin Music (ASCAP). All rights administered by WB MCorp. (ASCAP). Produced by The Knux. Recorded by Juan Pablo Negrete Ortiz at Paramount Studios, Hollywood, CA. Mixed by Ari Levine, at Levcon StudioHollywood, CA. Additional vocals by the Ejyptsian Queen. Contains elements of Summertime by George Gershwin, DuBose Heyward, Ira Gershwin andDorothy Heyward. Published by George Gershwin Music (ASCAP)/DuBose & Dorothy Heyward Memorial Fund Pub. (ASCAP) & Ira Gershwin Music (ASCAll rights administered by WB Music Corp. (ASCAP). All rights reserved.

    LoveLier than You(Bobby Simmons Jr.) Ham Squad Music/Songs of Universal, Inc./Shady Music Publishing, LLC (BMI). Produced by B.o.B for Ham Squad Productions, Inc. Recorand Mixed by Joe Fitz at Echo Studios, Atlanta, GA.

    5th DiMension(Bobby Simmons Jr., Clifford Harris, Cordale Quinn, Kassim Vonricco Washington, Marvin Gaye, James Nyx) Ham Squad Music/Songs of Universal, Inc./ShadyMusic Publishing, LLC (BMI)// Crown Club Publishing/Warner-Tamerlane Publishing Corp. (BMI)//Grand Hustle/C Beatz Publishing (BMI)//Ricco Barrino Muz(ASCAP)//Jobete Music Co., Inc. MG III Music, MNG Music, FCG Music (ASCAP). Produced by T.I. & Lil C for Smashfactory Productions and B.o.B for HSquad Productions, Inc. Recorded and Mixed by Joe Fitz at Echo Studios Atlanta, GA. Additional vocals by Ricco Barrino. Contains interpolations from Inner CiBlues (Makes Me Wanna Holler) written by Marvin Gaye and James Nyx. Published by Jobete Music Co., Inc. MG III Music, MNG Music, FCG Music (ASCAUsed by permission. All rights reserved.

    airPLanes, Part ii (Bobby Simmons Jr., Marshall Mathers, Luis Resto, Alex Grant, Jeremy Dussolliet, Tim Sommers) Ham Squad Music/Songs of Universal, Inc./Shady MuPublishing, LLC (BMI)//Shroom Shady Music, admin by Songs of Universal, Inc. (BMI)//Resto World Music (ASCAP)//Songs of Universal, Inc. (BMI)//WB MusCorp. (ASCAP) and Kinetics and One Love (ASCAP) All rights administered by WB Music Corp. Produced by Alex Da Kid for Wonderland Music, LLC. AdditiProduction by Eminem & Luis Resto. Recorded by Joe Fitz at Tree Sound, Atlanta GA. Eminem Vocals Recorded by Mike Strange at Ef gy Studios. Mixed by Emi& Mike Strange at Ef gy Studios. Additional keyboards by Luis Resto. Additional guitars by J Browz for Veers Music. Additional vocals by Eminem & HayWilliams. Eminem appears courtesy of Aftermath Entertainment.

    feat. BrunoMars

    feat. riversCuoMo

    feat. eMineM &Hayley WilliaMsof ParaMore

    feat. luPe

    fiasCo

    feat. riCCoBarrino

    feat. Hayley WilliaMsof ParaMore

    feat. t.i. &PlayBoy tre

    feat. JanelleMone

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    Words cannot accurately express the gratitude I feel towards the Universe forselecting me to become a character such as B.o.B and have the opportunityto impact worldwide consciousness. I would also like to take this time to givecredit for the parents who were courageous enough to give birth to a wild sonsuch as myself, Bobby Simmons Sr. and Karen Simmons.

    Although I am the face of the movement, there is always a proper teambehind any successful project. B-Rich, TJ Chapman, and Playboy Tre have beenlike uncles for me on my journey and constantly make sure that Im grounded.We have put in a lot of blood, sweat, tears, pain, happiness, and patience intowhat is unfolding and now we can celebrate the release of the debut album. Iam grateful to have a team to invest so much time and energy into one project.HAM SQUAD ON DECK!!! SKLOOO!

    Tiffany, rst I have to thank you for all of the creative ideas and concepts thatyou have given me out of the pure love for art. Secondly, I have to thank you forstaying in my corner through my roughest times because if it were not for you,B.o.B would be lost.

    Since a year ago I have prayed that the Universe would bring musicians inmy life who were just as passionate about music as I amwell those prayerswere answered which is why I am privileged to be working with awesomemusicians such as Kyle King, Takehiko Kato, Arielle Simmons, and DeLarrySanders. Whether on the road or in the studio, the chemistry is divine.

    There have been very crucial bits of information and advice that I havereceived throughout my journeys into the Universe but the most impactful oneshave come from my brother Jamaal. Thank you for listening to my horrible rapsback in the daynow theyre not so bad eh? Gracias!

    Stephen Hill - Although you are my cousin, you will always be my brother inmy eyes. From the days that we were sneaking into clubs, to the days that wewere the Klinic, all of this started as a dream and has manifested into somethingway greater than what we envisioned. I have to express and acknowledge mygratitude for you inspiring me to be greater as a man and STAND UP! Lol

    The Simmons FamilyThe Hill FamilyJim Jonsin - You have taught me so much in the studio and have shown me

    how to really put my elbows into a record!! lol. I would like to thank you forbelieving in B.o.B since we walked into that studio in Miami that day! Rebel

    Rock!!!!!LaTrice Burnette - Cmon Son!!!!! You are one of the hardest working peoplethat I know alone! You go way over and beyond to make sure that me andTeam B.o.B are okay and we will always have a place in our hearts for you.You will always be family to us!

    Sydney Margetson - Getting the word out to the masses about the existence ofB.o.B is something that would not have been possible without your contributionto the project. It takes actual care and effort to pull that off. Thanks.

    Brian Busy Dackowski - Obviously from the name, you are always busymaking sure we have the best looks, and the best ideas in this new age ofinternet and technology. So on behalf of myself and Team B.o.BThank you!

    Atlantic: Lyor Cohen, Craig Kallman, Julie Greenwald, Livia Tortella, MikeKyser, Joi Pitts, Dane Venable, Mike Caren, Sam Riback, Aaron Bay-Schuck,Andrew Luftman, Alex Schwartz, Craig Rosen, Anne DeClemente, LaTriceBurnette, John Coster, Thanh Nguyen, Sydney Margetson, Ashley Kalmanowitz,Sheila Richman, Gabriella Vargas, James Lopez, Azim Rashid, James Brown,

    Naomi McCier, Kevin Holiday, Natina Nimene, Yancey Richardson, BrannonScales, Motti Shulman, Junius Thomas, June Grant, Danielle Smith, SamCrespo, Andrea Ganis, John McMann, John Lewis, Warren Gesin, DanPosner, Dustin Elliott, Jennifer Yin, Ali OConnell, Amy Johnson, Chuck Strouth,Howard Lesnick, Johnny Coscia, Julie Kubacki, Lora Helstrom, Lou Rizzo, MarkFritzges, Mike Snow, Rick Sudakoff, Tim Dalbec, Rafael June Cardona,Allan Coleman, Frank Johnson, Jamar Giddins, Brian Dackowski, RyanBrady, Michele Cranford, Amanda Al eri, Paul Sinclair, Crystal Anderson,Geraldine Chung, Tom Capodanno, Jack McMorrow, Adam Abramson, MattEngelman, David Saslow, Tashana Ventura, Jason Pleskow, Derec Dunn, PhilBotti, Shamikah Martinez, Adam Donald, Michael Kushner, Megan Joyce, AlHarmon, James Lopez, Camille Hackney, Jonathan Feldman, Kevin Weaver,Sharon Masters, Scott Brothman, Rob Gold, Greg Burke, Anika King, NicholasBilardello, Alex Kirzhner, Pam Simon, Maggie Porter, Nancy Rogers, CarolynTracey, Matt Young, Matt Pileggi, Steve Hash, Marsha St. Hubert, DionneeHarper, Lisa Graves, Brian St. John, Cathy Donovan, Julyann Moon, AstridNarins and Gina Tucci.

    Grand Hustle - Tip, Jason, Doug, Clay, Amir, Hannah and the entire GrandHustle family - thank you for working with us and joining forces to have one ofthe biggest projects in the music industry today. Grand Hustles in the building!

    Cara Lewis - Thanks for believing in us and getting us gigs when we werenthot!

    Shanieke - My dope stylist! Thanks for keeping me looking like a star!Rischa - You have been the angel to save the day in our most chaotic times.

    Thank You!Jay Man - I am grateful for the heart that you have put into our movement!Sanchez - Thanks for keeping us safe through the most rockiest of roads.Frankie Romano - Thanks for teaching me how to play guitar!Joe g - My rst engineerOliver Green - Thank you for teaching me how to sing from the soul and not

    from pro-tools!Olamide Demi - This lady eats, breathes, and sleeps B.o.B. Every time Im

    on twitter I see her campaigning for the movement. This one goes out to you!Jasmine Pratt and Ashley Wilson - Thank you for holding down the stage and

    being troopers on the road. Chocolate Thunder!

    Joe Fitzgerald - Thank you for working your ngersand ears to the boneto give me the sound needed for this album. All the hard work has paid off andI look forward to working with you many years into the future!

    Artists/Producers: Jim Jonsin, Tip, Bruno Mars, Eminem, Paul Rosenberg,Hayley Williams, Lupe Fiasco, Rivers Cuomo, Playboy Tre, Janelle Mone, RiccoBarrino, the Ejyptsian Queen, Vampire Weekend, The Smeezingtons, Alex DaKid, Frank E, Kuttah, Dr. Luke, The Knux, Lil C, da Honorable C.N.O.T.E., andAli Warren.

    Metria & Rhian, Mel Car ter, Wuz Good, Eddie Forbes, LRG, Kev D, WoodieWhite, Core DJs, T. Neal, Big DM, Bigga Rankin, DJ Fresh, DJ Jelly, Sean D, DJDemp, DJ Nasty, Dr Doom, Supastar Jkwik, DJ Speedracer, Sean D, DJ Ezone,DJ Storm, TJs DJs fam, Keith Kennedy, DJ Shane, DJ Eman, DJ Re ection, MTV,Ozone Magazine, Vibe, XXL, DJ Smallz, DJ Drama, DJ Sense, Mick Boogie, theBaka Boyz, Greg Street, Lil Bankhead, Kaspa, Hittmenn DJs, Hot 107.9, V103,DJ Infamous, DJ Holiday, J-Nicks, Ike Gda, DJ Terra, Coalition DJs, DJ Funky, DJBig X, DJ X-Rated, DJ Green Lantern, Peter Parker, Peter Rosenberg, Power 106

    LA, Kiss FM LA, Juile Pilat, Angela Yee, DJ G-Spot, DJ Jimmy Taco, Orlando(WLLD), Nick @ Night, DJ Doubleookey, Brandon Korff (MTV), DJ Efeezy, DJNasty, Jimmy Doctrie, DJ Frank White, DJ Rip, DJ Impact, DJ Commando, DJChuck T, Neek, Big Gee, DJ Blord, Lucky Leon, Felli Fel, Big Yu @ Digiwaxx,Cyber Sapp, Tuma Basa, DJ Skee, Damon Eden, DJ Killa Groove, Shawty

    Slim, DJ Smooth, Big Scoop, DJ Tremayne, Carson Daly, Monique, Nahright.com, 2dopeboyz.com, Smokingsection.net and Rapradar.com. Thanks to allthe media. And a special THANKS to all the Haters Everywhere We Go!!!Thank God!!!

    THANK YOUs

    Executive Producers: Jim Jonsin, T.I. & B.o.BAssociate Producers: B-Rich & Doug PetersonA&R Direction: Mike Caren, Sam Riback, & Aaron Bay-SchuckA&R Administration: Anne DeClementeA&R Coordination: Alex SchwartzMarketing Direction: LaTrice Burnette & John CosterPublicity: Sydney MargetsonDigital Marketing: Brian Busy Dackowski & Ryan BradyManagement: Brian Richardson & TJ Chapman for Powerhouse ManagementLegal for Atlantic: Megan JoyceLegal for Rebel Rock: Scott Felcher. Esq. and Evan Freifeld, Esq. for Felcher and Freifeld, LLPLegal for B.o.B: Theo Sedlmayr, Esq. and Tiffany Almy, Esq. for Sedlmayr & Associates, P.C.Photography: Wuz GoodGraphic Artists: Corday Dezedwell Cardwell and Isam MrNuDay MuhammadDesign: Alex Danger KirzhnerArt Manager and Producer: Rob Gold

    Packaging Management: Pamela SimonProduction Company: BeeMac FilmsStyling: Shanieke shinshin PeruMastered by: Chris Gehringer at Sterling Sound, New York, NY

    bobatl.commyspace.com/bobatltwitter.com/bobatlatlanticrecords.com

    HamSquad

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    EXECUTIVE PRODUCERS:JIM JONSIN, T.I. & B.o.BEXECUTIVE PRODUCERS:JIM JONSIN, T.I. & B.o.B

    bobatl.commyspace.com/bobatltwitter.com/bobatlatlanticrecords.com

    ATLANTIC RECORDING CORPORATION, 1290 Ave. of the Americas, New York, NY 10104. A Warner MusicGroup Company. 2010 Atlantic Recording Corporation for the United States and WEA International Inc.for the world outside of the United States. All Rights Reserved. Printed in U.S.A. 518903-2