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© 2007 The Island Def Jam Music Group. All rights reserved.www.neyoworld.com www.defjam.comB0008697-02

(S. Smith, T. E. Hermansen, M. S. Eriksen)(BMI/ASCAP)Produced by StarGate for Delirious Blacksmith Management, Ltd. • Co-Produced by Ne-Yo forCompound Entertainment, LLC • Recorded by Mikkel Eriksen at Sony Music Studios and Bat-tery Studios, NYC and Michael Tocci for Compound Entertainment, LLC • Mixed by Phil Tan forRiotProof Productions, Inc. at Soapbox Studio, Atlanta, GA • Assisted by Josh Houghkirk • Allinstruments by Mikkel S. Eriksen & Tor Erik Hermansen • Vocals recorded by Mikkel S. Eriksen• StarGate Management: Tim Blacksmith & Danny D.

(S. Smith, R. Feemster, S. Carter)(BMI/ASCAP)Produced by Ron ʻNEFF-Uʼ Feemster for Drama Family Entertainment, Inc./GLITCH Entertainment • Recorded by Bob Horn at Westlake Studios, Beverly Hills, CA and MichaelTocci for Compound Entertainment, LLC at Roc The Mic Studios, NYC • Mixed by Kevin “KD”Davis for Compound Entertainment, LLC at Roc The Mic Studios, NYC • Assistant mix engineer: Shane "Bermuda" Woodley

(S. Smith, E. Hudson)(BMI)Produced by Eric Hudson for Just E. Productions Group, LLC/SupaNova Management, Inc. • Co-Produced by Ne-Yo forCompound Entertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLC and Shane Woodley at RocThe Mic Studios, NYC and Brian Sumner at Chalice Studios, Los Angeles, CA • Mixed by Kevin “KD” Davis for CompoundEntertainment, LLC at Roc The Mic Studios, NYC • Assistant mix engineer: Shane "Bermuda" Woodley • All instruments byEric Hudson

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(S. Smith, M. Sparkman, M. Allen)(BMI/ASCAP)Produced by The Heavyweights for Compound Entertainment, LLC/Go2Man Management, LLC • Co-Produced by Ne-Yo forCompound Entertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLC at Sony Music Studios, NYC,Roc The Mic Studios, NYC, Lethal Studios, Bridgetown, Barbados; Jaymz Hardy-Martin III for For Skylar Jaymz, LLC. atCompound Studios and Jeff Chestek at L. Gold Studios, Philadelphia, PA • Assistant engineers at Lethal Studios: DeepuPanjwani and Ricardo “Slick” Hinkson • Mixed by Kevin “KD” Davis for Compound Entertainment, LLC at Roc The MicStudios, NYC • Assistant mix engineer: Shane "Bermuda" Woodley • Violins: Emma Kummrow, Igor Szwec, Gloria Justen,Olga Konopelsky • Viola: David Barnett • Cello: Jennie Lorenzo • Arrangement and production by Larry Gold

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(S. Smith, S. Taylor)(BMI/ASCAP)Produced by Shea Taylor for Stadium Productions, LLC and Compound Entertainment, LLC • Co-Produced by Ne-Yo forCompound Entertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLC at Sony Music Studios, NYCand Roc The Mic Studios, NYC • Mixed by Kevin “KD” Davis for Compound Entertainment, LLC at Roc The Mic Studios, NYCAssistant mix engineer: Shane "Bermuda" Woodley • Guitars: Robert “R.T.” Taylor • Saxophone and horns: Shea Taylor

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(S. Smith, J. Foster, J. Davi, S. Robinson, M. Tarplin, P. Moffett-Young)(BMI/ASCAP)Produced by Knobody for It’s Knobody’s Business / 12 Nations Inc. • Co-Produced by Ne-Yo for Compound Entertainment,LLC • Recorded by Michael Tocci for Compound Entertainment, LLC at Sony Music Studios, NYC, Roc The Mic Studios, NYCand Westlake Studios, Los Angeles, CA • Mixed by Kevin “KD” Davis for Compound Entertainment, LLC at Roc The MicStudios, NYC • Assistant mix engineer: Shane "Bermuda" Woodley • Guitar and bass played by Joe Davi • Jennifer Hudsonappears courtesy of J Records • Contains elements of “Baby Come Close” written by Smokey Robinson, Marvin Tarplin andPamela Moffett-Young, and published by Jobete Music Co. Inc. (ASCAP). Used by permission. All rights reserved.

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(S. Smith, E. Hudson)(BMI)

Produced by Eric Hudson for Just E. Productions Group, LLC/SupaNova Management, Inc. • Co-Produced by Ne-Yo forCompound Entertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLC at Sony Music Studios,

NYC, Roc The Mic Studios, NYC and Shane Woodley at Roc The Mic Studios, NYC and Lethal Studios, Bridgetown,Barbados • Assistant engineers at Lethal Studios: Deepu Panjwani and Ricardo “Slick” Hinkson • Mixed by Kevin “KD”

Davis for Compound Entertainment, LLC at Roc The Mic Studios, NYCAssistant mix engineer: Shane "Bermuda" Woodley • All instruments by Eric Hudson

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(S. Smith, S. Taylor)(BMI/ASCAP)

Produced by Shea Taylor for Stadium Productions, LLC and Compound Entertainment, LLC • Co-Produced by Ne-Yo forCompound Entertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLC at Chalice Studios, Los

Angeles, CA and Circle House Studios, Miami, FL • Mixed by Kevin “KD” Davis for Compound Entertainment, LLC at CircleHouse Studios, Miami, FL • Assistant mix engineer: Shane "Bermuda" Woodley • Guitars: Robert “R.T.” Taylor

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(S. Smith, R. Perry)(BMI/ASCAP)

Produced by Syience for StayFresh Music, Inc./Rokkworld Music Group • Co-Produced by Ne-Yo for CompoundEntertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLC and Andrew Dawson at Sony Music

Studios, NYC and Brian Springer for Royal Z Entertainment at Chalice Recording Studio, Los Angeles, CAMixed by Kevin “KD” Davis for Compound Entertainment, LLC at Roc The Mic Studios, NYC

Assistant mix engineer: Shane "Bermuda" Woodley

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(S. Smith, S. Taylor)(BMI/ASCAP)

Produced by Shea Taylor for Stadium Productions, LLC and Compound Entertainment, LLCCo-Produced by Ne-Yo for Compound Entertainment, LLC • Recorded by Michael Tocci for Compound Entertainment, LLCat Sony Music Studios, NYC, Roc The Mic Studios, NYC and Lethal Studios, Bridgetown, Barbados • Assistant engineers

at Lethal Studios: Deepu Panjwani and Ricardo “Slick” Hinkson • Additional recording by Danielle Laporte at D.M.L.Studios, East Orange, NJ • Mixed by Kevin “KD” Davis for Compound Entertainment, LLC at Roc The Mic Studios, NYC •

Assistant mix engineer: Shane "Bermuda" Woodley

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(S. Smith, T. Bloom)(BMI/SESAC)Produced by Keys for Premiere Music Group, LLC • Co-Produced by Ne-Yo for Compound Entertainment,LLC • Recorded by Michael Tocci for Compound Entertainment, LLC at Sony Music Studios, NYC, Roc TheMic Studios, NYC, Lethal Studios, Bridgetown, Barbados; Jaymz Hardy-Martin III for For Skylar JaymzLLC. at Compound Studios and Jeff Chestek at L. Gold Studios, Philadelphia, PA • Assistant engineers atLethal Studios: Deepu Panjwani and Ricardo “Slick” Hinkson • Mixed by Kevin “KD” Davis for CompoundEntertainment, LLC at Roc The Mic Studios, NYC • Assistant mix engineer: Shane "Bermuda" Woodley •Violins: Emma Kummrow, Igor Szwec, Gloria Justen, Olga Konopelsky • Viola: David Barnett • Cello: JennieLorenzo • Arrangement and production by Larry Gold

(S. Smith, T. E. Hermansen, M. S. Eriksen, E. Lind, A. Bjorklund)(BMI/ASCAP)Produced by StarGate for Delirious Blacksmith Management, Ltd. • Co-Produced by Ne-Yo for CompoundEntertainment, LLC • Recorded by Mikkel Ericksen at Westlake Studios, Los Angeles and Battery Studios,NYC and Michael Tocci for Compound Entertainment, LLC • Mixed by Phil Tan for RiotProof Productions,Inc. at Soapbox Studio, Atlanta, GA • Assisted by Josh Houghkirk • Guitar by Espen Lind • All other instru-ments by Mikkel S. Eriksen & Tor Erik Hermansen • Vocals recorded by Mikkel S. Eriksen • StarGateManagement: Tim Blacksmith & Danny D.

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Thank You!I wanna start by thanking the man, woman, or other (depending on what you believe) responsible for all this. You have manynames, true, but thru and thru, Your power and greatness is the same. Thank you GOD. I am nothing without You. Now for theother factors in my success. (I am in no way solely responsible, and I know that.) My mother, you are still my foundation, myrock, the strongest person I know, even if you don't know it yourself. I love you, now and forever. My sister Nicole, patiencelil' mama, your time is comin'. I guarantee. Love ya jerk!! Grandma, thanx for always caring. I love you. Totti, Tre, Camden,Daisy, Langston, love y'all to death. To the Mitchell family, always supporting me thru whatever crazy thing I was trying, alwaysthere to laugh at or with me. Thanx for that. To all my cousins, aunts, uncles all over the place. I'd name you all but I don't gotthat much space. Just know that you're my folks and my love for you never ends. Thanx to every producer, engineer, musi-cian, or artist that contributed to this album. No one man is above the team, nor one producer, nor one artist. You all shinejust as bright as me because we compliment each other's existing shine. Thanx for bringing my visions to life, and sharingyours with me. To all radio and TV - BET, MTV, VH1, so on and so forth, you are ABSOLUTELY APPRECIATED!!!!! Thanx to myDEF JAM family all over the world. I won't try n' name you all, that way I can't forget someone's name and have them mad atme. You know who you are and you know that the work you put in for me makes my feelings for you go beyond "just busi-ness." You are my sisters, brothers, friends. Know that I mean it when I say FAMILY. Love you guys. Let's do it againbigger and better!!!!! To the COMPOUND family. Holdin' me down from day one, and still are. Thanx for not lettingour successes change you or me for that matter. We got now, next, and next after that damnit!!!!! Tango. We setthis off together, and in my mind, in my heart, ain't s**t changed. This is more than business. Thank you foryour realness, your blunt, straight-forward attitude, your genuine concern for my well-being. Love youdog. Let's take over the world my brotha!!!!!!!! To my lawyers and accountants, thanx for taking careof messy paperwork and handling business with dedication and class.To all my friends who under-stand what I'm doing enough to still be my friends. The ones that don't trip cause I ain't calledin a while, or haven't gone to the club wit ’em for a while. Thanx for your maturity.To anywoman that was harmed emotionally thru the making of this album, I apologize again, andthank you for becoming inspiration for many a song. I love you all. To Jess n' Chimere.Thanx for being a "real person" to me. Lotta fakeness near me lately, thanx for notadding to that. I know you care, so do I. Chimere you are getting so big andbeautiful. You are the reason I live and breathe. I will always be there, evenwhen I'm not. Love y'all. And lastly, my fans. None of this exists withoutyour love and support. Thanx for accepting me and allowing me to tryand entertain you. Hope you enjoy this album as much if notMORE than the last. You are appreciated. To anyone I may haveforgot, don't think it was done on purpose. I love you justas much as anyone else, just couldn't get ya name inthere before the deadline. But no matter what it's alllove. Take care y'all!!

Executive Producer: The Carter AdministrationCo-Executive Producer: Compound Entertainment, LLC

A&R: Jay Brown & Tyran “Ty Ty” SmithA&R Coordination: Leesa D. Brunson / Nicole Jackson

A&R Administration: Terese JosephMastered by Tom Coyne at Sterling Sound, NYC

Marketing: Ashaunna AyarsManagement: Compound Management - Reynell “Tango” Hay and Tishawn “Go2man” Gayle

Art Direction & Design: TaVon SampsonPhotographer: Ellen Von Unwerth

Stylist: June Ambrose Groomer: Danielle Decker

Photography & Art Coordination: Tai LinziePackage Production: Doug Joswick

Legal Counsel: Fred Goldring & Rachel Rosoff of Goldring, Hertz & LichtensteinBusiness Affairs: Randy McMillan, Antoinette Trotman, Ian Allen

Sample Clearance Services: DeMonica Plummer @ Music Administrative Services, Inc.

Ne-Yo recently founded The Compound Foundation which is committed to service at risk and disadvantaged youth.The Compound Foundation will sponsor performances, motivational speakers and mentorship opportunities with

leaders and business people within the community.For more information on The Compound Foundation please send all correspondence to the address below:

The Compound Foundation 602 Marietta St., NW

Unit B Atlanta, GA 30313

�� 2007 The Island Def Jam Music Group, 825 Eighth Avenue, New York, New York 10019.Distributed by Universal Music Distribution. All rights reserved.

www.neyoworld.com www.defjam.com

Executive Producer: The Carter AdministrationCo-Executive Producer: Compound Entertainment, LLC

A&R: Jay Brown and Tyran “Ty Ty” Smith

1. Because Of You

2. Crazy feat. JAY-Z

3. Can We Chill

4. Do You

5. Addicted

6. Leaving Tonight feat. Jennifer Hudson

7. Ain't Thinking About You

8. Sex With My Ex

9. Angel

10. Make It Work

11. Say It

12. Go On Girl

Bonus videos:

13. Because Of You

14. Do You

15. Go On Girl

16. Can We Chill