F I N A L L Y F A M O U SBIG SEAN

FINALLYFAMOUS

OVEREVERYTHING

EXECUTIVE PRODUCER: KANYE WEST ALBUM PRODUCER: NO ID A&R: KAREN KWAK A&R FOR G.O.O.D. MUSIC: DON C.

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1. INTRO 2. I DO IT 3. MY LAST FEATURING CHRIS BROWN 4. DON’T TELL ME YOU LOVE ME 5. WAIT FOR ME FEATURING LUPE FIASCO 6. MARVIN & CHARDONNAY FEATURING KANYE WEST & ROSCOE DASH 7. DANCE (A$$) 8. GET IT (DT) 9. MEMORIES (PART II) FEATURING JOHN LEGEND 10. HIGH FEATURING WIZ KHALIFA & CHIDDY BANG

11. LIVE THIS LIFE FEATURING THE-DREAM 12. SO MUCH MOREEXCLUSIVE DELUXE TRACKS

13. WHAT GOES AROUND 14. CELEBRITY FEATURING DWELE

15. MY HOUSE 16. 100 KEYS FEATURING RICK ROSS & PUSHA T

PC 2011 The Island Def Jam Music Group, 825 Eighth Avenue,

New York, New York 10019. Distributed by Universal

Music Distribution.FBI Anti-Piracy Warning:Unauthorized copying is

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INTRO(S. Anderson, K. Randolph, D. Weir II)(BMI)Produced by Kevin Randolph and Key Wane.Recorded by Rob Kinelski and Omar Loya at 4220 Studios, Hollywood, CA.Assisted by Anna Ugarte and Sam Lewis.Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA.Mix assisted by Laurence Naber.

I DO IT(S. Anderson, E. Wilson, S. Lindley)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71 and The Legendary Traxster for The Legendary Traxster Inc.Recorded by Rob Kinelski and Omar Loya at 4220 Studios, Hollywood, CA. Assisted by Laurence Naber.Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Anna Ugarte and Sam Lewis.Guitars: Steve Wyreman. Keyboards: Kevin Randolph.

MY LAST FEATURING CHRIS BROWN(S. Anderson, E. Wilson, J. Harris III, T. Lewis)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71. Recorded by Rob Kinelski and Omar Loya at Westlake Studios, West Hollywood, CA. Assisted by Brian Warwick. Chris Brown vocals recorded by Brian Springer at The Record Plant. Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Omar Loya. Guitars & Bass: Steve Wyreman. Keyboards: Kevin Randolph. Additional Vocals: Priscilla Renea. Chris Brown ap-pears courtesy of JIVE Records, a unit of Sony Music Entertainment. This composition embodies portions of “Can You Stand The Rain,” written by J. Harris III and T. Lewis, published by EMI April Music Inc./Flyte Tyme Tunes Inc. (ASCAP).

DON’T TELL ME YOU LOVE ME(S. Anderson, E. Wilson, K. Randolph, S. Wyreman)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71. Recorded by Rob Kinelski, Omar Loya, Mike Riley and Andrew Dawson at 4220 Studios, Hollywood, CA and Westlake Studios, West Hollywood, CA. Assisted by Brian Warwick, Anna Ugarte and Sam Lewis. Mixed by Rob Kinelski at Westlake Studios, West Hollywood, CA. Mix assisted by George “Tre” Ammatuna. Guitars and Bass: Steve Wyreman. Keyboards: Kevin Randolph.Additional vocals: Kaye Fox.

WAIT FOR ME FEATURING LUPE FIASCO(S. Anderson, E. Wilson, A. Manfredi, W. Jaco, W. Pickett)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71 and Exile. Recorded by Rob Kinelski and Omar Loya at 4220 Studios, Hollywood, CA. Assisted by Laurence Naber and Sam Lewis. Lupe Fiasco’s vocals recorded by Jeff Lane at CRC, Chicago, IL. Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Anna Ugarte. Guitars and Bass: Steve Wyreman. Keyboards: Kevin Randolph. Additional vocals: Siham Hashi. Lupe Fiasco appears courtesy of Atlantic Recording Corporation. Contains samples of the Wilson Pickett recording “It’s Too Late.” Produced under license from Atlantic Recording Corp. by arrangement with Rhino Entertainment Company, a Warner Music Group Company. Written by Wilson Pickett Jr., pub-lished by Prigan Music Inc./Correct-Tone Publishing Company (BMI).

DANCE (A$$)(S. Anderson, M. Palacios, E. Clark, K. Burrell, R. James, A. Miller)(BMI/ASCAP)Produced by Da Internz. Recorded by Mike Riley and Rob Kinelski at 4220 Studios, Hollywood, CA. Assisted by Laurence Naber and Anna Ugarte. Mixed by Jaycen Joshua for The Pennua Project/Innersound Mgmt. at Larrabee Studios, N. Hollywood, CA. Mix assisted by Jesus Garnica Jr. Contains samples of “U Can’t Touch This” performed by M.C. Hammer, used courtesy of EMI Music Special Markets. Written by K. Burrell, R. James and A. Miller, published by Jobete Music Co., Inc. (ASCAP)/Stone Diamond Music Corp. (BMI)/BMG Chrysalis Music Publishing (BMI)/Bust It Publishing (BMI).

MARVIN & CHARDONNAYFEATURING KANYE WEST & ROSCOE DASH(S. Anderson, K. West, A. Wansel, J. Johnson) (BMI/ASCAP)Produced by Pop Wansel for Private Stock Entertainment & The Starr Island Group. Additional Produc-tion by Mike Dean for Dean’s List Productions. Recorded by Mike Riley, Rob Kinelski and Omar Loya at 4220 Studios, Hollywood, CA. Kanye West vocals recorded by Noah Goldstein at (The Mercer), New York, NY and No Name Hotel, Paris. Roscoe Dash vocals recorded by Josh Minyard at Paramount Recording Studio, Hollywood, CA. Mixed by Mike Dean at Dean’s List House of Hits, Cypress, TX. Keyboards: Darhyl “DJ” Camper, Mike Dean. Cello: Chris“Hitchcock” Chorney. Cello Arrangement: Mike Dean for Dean’s List Productions. Roscoe Dash appears courtesy of Interscope Records. Production Coordination by Donnie Meadows and Tanisha Broadwater for The Starr Island Group.

GET IT (DT)(S. Anderson, P. Williams, C. Hugo)(BMI/ASCAP)Produced by The Neptunes. Recorded by Andrew Coleman, Mike Riley, Omar Loya and Rob Kinelski at Westlake Studios, West Hollywood, CA and 4220 Studios, Hollywood, CA. Assisted by Sam Lewis. Mixed by Ken “DURO” Ifill at Jungle City Studios, NYC. Mix assisted by Adrien “Chocolate” Crapanzano. Pharrell appears courtesy of Star Trak/Interscope Records.

MEMORIES (PART II) FEATURING JOHN LEGEND(S. Anderson, E. Wilson, J. Stephens)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71. Recorded by Rob Kinelski and Mike Riley at 4220 Studios, Hol-lywood, CA. Assisted by Laurence Naber, Sam Lewis and Anna Ugarte. John Legend’s vocals recorded by Jason Agel for Homeschool Entertainment, Inc. at Legend Studios, New York, NY. Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Anna Ugarte. Guitars and Bass: Steve Wyreman. Keyboards: Kevin Randolph. John Legend appears courtesy of Getting Out Our Dreams/Sony BMG Music Entertainment.

HIGH FEATURING WIZ KHALIFA & CHIDDY BANG(S. Anderson, N. Beresin, C. Thomaz, C. Anamege)(BMI/ASCAP)Produced by Xaphoon Jones. Recorded by Rob Kinelski and Omar Loya at 4220 Studios, Hollywood, CA and by Xaphoon Jones at Boogie Down Chinatown Studios, Philadelphia, PA. Assisted by Laurence Naber and Sam Lewis. Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Anna Ugarte. Wiz Khalifa appears courtesy of Atlantic Recording Corporation. Chiddy Bang appears courtesy of Parlaphone/EMI.

LIVE THIS LIFE FEATURING THE-DREAM(S. Anderson, E. Wilson, T. Nash, K. Randolph, S. Wyreman, J. Fauntleroy)(BMI/ASCAP/Copyright Control)Produced by NO ID for Rich Daily Since 71. Recorded by Rob Kinelski and Omar Loya at 4220 Studios, Hollywood, CA and Westlake Studios, West Hollywood, CA. Assisted by Brian Warwick, Laurence Naber, Mike Riley. The-Dream vocals recorded by Pat Thrall at Manhattan Sound Recording Studios, New York, NY. Assisted by Chris Soper. Mixed by Rob Kinelski at Westlake Studios, West Hollywood, CA. Mix assisted by George “Tre” Ammatuna. Guitars and Bass: Steve Wyreman. Keyboards: Kevin Randolph. Additional vocals: James Fauntleroy and Kaye Fox.

SO MUCH MORE(S. Anderson, E. Wilson, L. Troutman, R. Troutman)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71. Recorded by Rob Kinelski and Mike Riley at 4220 Studios, Hollywood, CA. Assisted by Omar Loya and Sam Lewis. Mixed by Rob Kinelski at 4220 Studios, Holly-wood, CA. Mix assisted by Anna Ugarte. Guitars and Bass: Steve Wyreman. Keyboards: Kevin Randolph. Contains samples of “Been This Way Before,” performed by Roger and The Human Body, used courtesy of Troutman Bros. Records. Written by L. Troutman and R. Troutman, published by Songs of Lastrada/R2M Music/Sony/ATV Songs LLC (BMI).

WHAT GOES AROUND(S. Anderson, E. Wilson)(BMI/ASCAP)Produced by NO ID for Rich Daily Since 71. Recorded by Rob Kinelski, Omar Loya, Mike Riley and Andrew Dawson at 4220 Studios, Hollywood, CA and Westlake Studios, West Hollywood, CA. Assisted by Brian Warwick and Laurence Naber. Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Anna Ugarte and Sam Lewis. Guitars: Steve Wyreman. Keyboards: Kevin Randolph. Additional vocals: Priscilla Renea and Kaye Fox. Priscilla Renea appears courtesy of EMI/Capitol Records.

100 KEYS FEATURING RICK ROSS & PUSHA T(S. Anderson, H. Wright II, B. Wright, W. Roberts, T. Thornton)(BMI/ASCAP)Produced by Hilton and Brian Wright for WrighTrax Productions. Recorded by Rob Kinelski at4220 Studios, Hollywood, CA. Assisted by Brian Warwick and Mike Riley. Mixed by Jaycen Joshuafor The Pennua Project/Innersound Mgmt. at Larrabee Studios, N. Hollywood, CA. Mix assisted by Jesus Garnica Jr. Piano: Deandre Coker. Additional vocals: Kaye Foxe.

MY HOUSE(S. Anderson, M. Samuels, I. Holt, A. “Xplicit” Izquierdo)(BMI/ASCAP)Produced by Boi 1da. Additional production by Arthur McArthur. Re-corded by Rob Kinelski and Mike Riley at 4220 Studios, Hollywood, CA. Assisted by Laurence Naber. Mixed by Jaycen Joshua for The Penua Project/Innersound Mgmt. at Larrabee Studios, N. Hollywood, CA. Mix assisted by Jesus Garnica Jr. Contains samples of “Ain’t There Something Money Can’t Buy,” performed by Young-Holt Unlimited, used courtesy of Brunswick Record Corp. Written by I. Holt, published by American League Music (BMI)/Ambitious Music (BMI)/Yo Ho Music Publishing Co. (BMI).

CELEBRITY FEATURING DWELE(S. Anderson, H. Turner, E. Wilson, A. Gardner, A. Bofill)(BMI/ASCAP)Produced by Filthy Rockwell for Filth Rock Music. Co-Produced by NO ID for Rich Daily Since 71. Record-ed by Rob Kinelski, Mike Riley and Omar Loya at 4220 Studios, Hollywood, CA.Assisted by Brian Warwick, Laurence Naber and Sam Lewis. Dwele’s vocals recorded at The Loft, Detroit, MI. Mixed by Rob Kinelski at 4220 Studios, Hollywood, CA. Mix assisted by Anna Ugarte. Guitars: Steve Wyreman. Keyboards: Kevin Randolph. Additional vocals: Siham Hashi. Dwele appears courtesy of E1 Music. Contains samples of “The Only Thing I Would Wish For” performed by Angela Bofill, used courtesy of Sony Music Entertainment. Writ-ten by Angela T. Bofill, published by Universal Music-Z Songs o/b/o itself and Purple Bull Music Inc. (BMI).

THANK YOUFirst and foremost I want to thank God and the Universe for letting me control my world, letting me do whatever I want to do in life. Thanks to my Mom who always supported me and believed in me and lend-ing me her faith when I would lose my own at some points in time. I also want to thank my Grandma for always supporting me and putting me through private school when I was young and for continuing to support me even when I did the opposite of what she wanted me to do, like when I decided not to go to school. I want to thank my Dad for playing the roles he played in my life. Thanks to my brother for always believing in me. Thanks to Sean Menifee for taking me in and being my mentor and nurturing my creativ-ity. Thanks to all of my family and all of my friends: Finally Famous - J. John, Brandon Washington (my best friend), SayItAintTone (my best friend for life), Zeno Jones, Mike Dabney, Anthony Whailey, Chris Taylor, Ryon Simon, Kevin Crane and Brad Beckwith. Big thanks go out to 102.7/105.9fm in Detroit for allowing me to do the Friday Night Cipher - which really helped me in so many different ways. Everyone at WJLB: Sheron, Dr. Darius, DJ Mo Beatz, DJ Polo, everyone there at the station. Sugar Ray and Lt. Dre, DJ Gary Chandler and all the DJ’s in Detroit who supported me and showed me love. My whole city of Detroit for the support and allowing me to be a hometown hero. I want to thank G.O.O.D. Music - Kanye West for believing in me and giving me the opportunity to make a better life for myself, for mentoring me, for be-ing one of the biggest role models to me besides my parents and my Grandma, and for all the creativity he shed on me and all the lessons he taught me. Thanks to NO ID for being one of the biggest mentors ever, and for giving me so many life lessons and really helping to break me as an artist. Thanks for help-ing me find my own artistry and creativity. Thanks to Don C., Virgil, Free, Ol Skool and the whole staff at G.O.O.D. I want to thank my management: Kevin Liles, Chonita Floyd, Nat Pastor, Roe Williams and the whole staff at KWL Enterprises. Mike Brinkley for sticking it out through the hard times, going the extra mile, being somebody in the business who actually cares. It’s hard to come across good people. I also want to thank Blue Williams, and Carla my old manager. I want to thank Def Jam for being the perfect label for me and teaching me so many lessons. Thanks to Barry Weiss, Steve Bartels, LA Reid, Karen Kwak for being the best A&R, my publicists Gabe, Ali & Tracy Nguyen, Akinah Rahmaan, Matt Ferrigno, Young Sav, Steve-O, E.P., Tim, Drew, Traci, Carla, Terese, Laura, Al Branch, and the whole staff at Island Def Jam. Thanks to Cass Tech for giving me a lot of the inspiration for my first album. The Detroit Waldorf School for feeding my creative childhood and giving me an imagination out of this world. I want to thank Alesha Cousar, Paige Perry, (my old girlfriends for giving me a lot of inspiration). Thanks to Ashley French for being the best girlfriend she could be and sticking with me even though I don’t deserve her and for be-ing so supportive. Thanks to Rob Kinelski, Kevin Randolph, Steve Wyreman, Sweet Rush, Nick Pitts, Anna Ugarte, Omar, Rebecca, Blake Douglas, my lil sis Shanice, Channel 955, all my nephews, my cousins, everyone who reached out when I needed it the most and helping me get to the level I am now. Kevin Black for teaching me a lot about this music game. Drake for being a real dude and helping to raise my awareness by letting people know that I created that rhyme scheme that everyone thought he cre-ated. Thanks for giving me the recognition for it. (And thanks to the whole rap game for using my rhyme scheme and letting me know I can make history and letting me know how far I can go in my career and the impact I can make in this game.) Thanks to J Dilla, Eminem, Royce Da 5’9, Street Lord Juan - for helping me out in my time of need, Cheddar Boyz, Filthy Rockwell, Chiddy, Xaphoon Jones, WrighTrax.

All my Twitter followers, my Facebook fans, website subscribers, all the blogs that gave me features when I really needed it. Thank you! Thanks to all the people who came out to all the shows I ever did. I thank you for letting me do what I love to do for a living. All the artists that show me love: my bro Wiz Khalifa, Rick Ross, Curren$y, Nicki Minaj, Common, Mike Posner (my brother from another), the first group I was ever in-The Young Boyz (Chris & Kevin), Pharrell Williams, Teyana Taylor for the words of wisdom, Chris Brown for being so cool and reaching out to me and inviting me to make music with him, supporting me, helping raise my awareness, coming out to my shows, helping out on my first single and being a true friend. Chris’ whole camp (Tina Davis, Brittany, Seven). Don Cannon for helping me take my buzz to an-other level on Finally Famous V3. Every DJ - All the Heavy Hitters, Shadyville DJs, Conglomerate DJs, Bum Squad DJs, Future Star Dj’s, CORE DJs, and every DJ that ever showed me love, Pat Piff, Tommey Walker, my homie CP, Mike Waxx, Mike Carson, ILLROOTS, The New Music Cartel. Thanks to my stepmom, my best friend Raphael Abner, all my childhood friends (too many to name), Gumbo, Dusty McFly, Big Shan, Paige Crawford for letting me sleep on her couch all the time, my step-brother Adan, my step-sister Su-danee, my aunt Angela, Tasha, Rhonda, Uncle John and my other Grandma. Burn Rubber, Revive, Tisa, Taz Arnold (for helping to mentor my style), Bailey - for coming out to style me when I needed it most. My first car, a 2002 Chrysler Sebring - I crashed it, first time I had sex in that car...some great memories. My 2005 Chevy Impala - I drove all across the country in that car! And thank you to everyone who sup-ports me…if I didn’t say your name, charge it to my head and not my heart. I appreciate you all! #FFOE

Executive Producer: Kanye WestAlbum Producer: NO ID

A&R: Karen KwakA&R for G.O.O.D. Music: Don C.

A&R Administration: Terese JosephA&R Coordination: Leesa D. Brunson and Scott Marcus

Mastered by Dave Kutch at The Mastering Palace, NYCMarketing: Akinah Rahmaan

Management: Mike Brinkley - On The Brink Music Kevin Liles - KWL Management

Art Direction: Virgil Abloh for PASTELLEGraphic Design: Michael “Mike Waxx” Bowen for G.O.O.D. Music

Photography: Fabien Montique and Diwang ValdezArt & Photography Coordination: Kristen Yiengst, Todd Russell

Legal Counsel: Stephanie L. Hammonds, Esq., Law Office of Stephanie L. HammondsClearances: Eric Weissman for Eric Weissman Music

Business Affairs: Nicole Wyskoarko, Ian Allen, Antoinette Trotman, Vol S. Davis III

© 2011 The Island Def Jam Music GroupAll rights reserved.