(Dan Omelio, Brandon Lowry and Stephan Jerzak) Published by Cherry Lane Music Publishing Company, Inc.

(ASCAP), E A R Entertainment (ASCAP), High Deaf Music (ASCAP), EMI Blackwood Music, Inc. (BMI), EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Ian Kirkpatrick Recorded by Ian Kirkpatrick at Zenseven Studios, Woodland Hills CA Mixed by DJ Swivel

1. Miles N Miles 3:16

Published by EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI), Seven Peaks Music/Strawberrius Music (ASCAP) Produced by John Fields Mixed by John Fields and Paul David Hager at Studio Wishbone and Encore Studios, CA Recorded by John Fields at Studio Wishbone, North Hollywood, CA

6 . l e t yo U r H e a r t d o t H e ta l k i N g 3 : 0 7

7. Hot over sUMMer 3:10

(Stephen Jerzak, John Fields) Published by EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI), Seven Peaks Music/Strawberrius Music (ASCAP) Produced by John Fields Mixed by John Fields and Paul David Hager at Studio Wishbone and Encore Studios, CA Recorded by John Fields at Studio Wishbone, North Hollywood, CA

2. stood Me Up 2:52

(Mark Maxwell, Stephen Jerzak) Published by Doublethink Music, EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Ian Kirkpatrick Recorded by Ian Kirkpatrick at Zenseven Studios, Woodland Hills CA Mixed by DJ Swivel

(Lauren Christy, Graham Edwards, Scott Spock, Stephen Jerzak) Published by UMG, Lauren Christy Songs (BMI), UMG / Graham Edwards Songs (ASCAP), UMG / Scott Spock Songs (BMI), Stephen Jerzak Publishing (BMI) Produced by The Matrix The Matrix are Lauren Christy, Graham Edwards & Scott Spock Recorded and Mixed by The Matrix and Aaron Renner at Decoy Studios, Studio City CA

11. Ha to tHe ppy 3:21

8. QUeeN 3:39

3 . pa r t y l i k e yo U r e s i N g l e 3 : 2 0

(The Knocks aka Benjimin Ruttner and James Patterson Jr III Scott Harris Friedman, Stephen Jerzak) Published by Warner Chappell, Scott Harris Publishing (BMI), EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Josh Abraham and Oligee Mixed by DJ Swivel Programming by Oligee Recorded by Ryan Williams at Pulse Recordings, Los Angeles CA

(Ian Kirkpatrick, Simon Wilcox, Stephen Jerzak) Published by Zenseven (Warner Chappel), EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI), EMI April Music (Canada) obo itself and Hypnotizing Boogie Publishing Produced by Ian Kirkpatrick Recorded by Ian Kirkpatrick at Zenseven Studios, Woodland Hills CA Mixed by DJ Swivel

(Stephen Jerzak, Mark Maxwell) Published by Doublethink Music, EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Ian Kirkpatrick Recorded by Ian Kirkpatrick at Zenseven Studios, Woodland Hills CA Mixed by DJ Swivel Management: Avery Andon / Andon Artists, LLC Legal Representation: Joe Serling, Esq. Booking: Gabriel Apodaca / The Agency Group Music Publishing: Jake Ottmann / EMI Publishing Marketing: Kim Garner Digital Marketing: Jessica Bailis Publicity: Jay Wilson A&R: Tom Mackay and Kristina Grossmann Executive Producer: Avery Andon Mastered by Dave Kutch at The Mastering Palace Thank you to YOU for taking the time to read this, when I know ya got a million other things you could be doing! This record is my way of giving back to everyone that has been behind me since day one. I promise Ill never lose sight of where I started and most importantly Ill never stop smiling and hope you dont either. LOVE IS STRONG - stephenjerzak

12. peaCe oUt 3:27

4. CUte 3:01

(Stephen Jerzak) Published by EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Ian Kirkpatrick Recorded by Ian Kirkpatrick at Zenseven Studios, Woodland Hills CA Mixed by DJ Swivel

(Matt Squire, Stephen Jerzak) Published by Cletis Jones (ASCAP), EMI April Music, EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Matt Squire Recorded by Matt Squire at The Lair, Los Angeles CA Mixed by Matt Squire at Sound Studios, Los Angeles CA

9. Next level 3:10

5. love is stroNg 4:38

(Stephen Jerzak) Published by EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Mark Maxwell Mixed by DJ Swivel Recorded by Mark Maxwell at Zenseven, Woodland Hills CA, and TRFF, Los Angeles CA

(Ian Kirkpatrick, Stephen Jerzak) Zenseven Publishing (ASCAP) Warner Chappel, EMI Blackwood Music, Inc. obo itself and Stephen Jerzak Publishing (BMI) Produced by Ian Kirkpatrick Mixed by Many Marroquin Recorded by Ian Kirkpatrick at Nightbird Studios, CA Leighton Meesters Vocals Recorded by DJ Scribble at Quad Studios NY, NY Mixed at Larrabee Studios

1 0 . s H e s a i d featuring Leighton Meester 3 : 2 2

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Miles N Miles 3:16

2. stood Me Up 2:52 3 . pa r t y l i k e yo U r e s i N g l e 3 : 2 0 4. CUte 3:01 5. love is stroNg 4:38 6 . l e t yo U r H e a r t d o t H e ta l k i N g 3 : 0 7 7. Hot over sUMMer 3:10 8. QUeeN 3:39 9. Next level 3:10 1 0 . s H e s a i d featuring Leighton Meester 3 : 2 2 11. Ha to tHe ppy 3:21 12. peaCe oUt 3:27

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P&C 2011 Universal Republic Records, a Division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019. Distributed by Universal Music Distribution. All rights reserved. FBI Anti-Piracy Warning: Unauthorized copying is punishable under federal law.