1 Whatcha Say2 Ridin’ Solo3 In My Head4 The Sky’s The Limit5 What If6 Love Hangover7 Encore8 Fallen9 BlindBONUSQueen Of HeartsProduced by: J.R. Rotem for Beluga Heights

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WHATCHA SAY(Jason Desrouleaux, Jonathan Rotem, Kisean Anderson, Imogen Heap) Jason Derulo/Irving Music (BMI), Jonathan Rotem Music, Inc./Sony ATV Music Publishing, LLC (BMI), Eyes Above

Water/BHEIGHTS Music/Sony ATV Tunes, LLC. (ASCAP), Imagem Songs Ltd. admin. by Almo Music Corp. (ASCAP) 50.00% All Instruments Performed and Arranged by J.R. Rotemfor Beluga Heights Recorded by Henry Dessources and Gelly Kusuma at Chalice Recording Studio, (Los Angeles, CA) Additional Engineering by Greg Ogan Mixed by J.R. Rotemfor Beluga Heights Mixed at Chalice Recording Studio (Los Angeles, CA) Additional production by Fuego. "Whatcha Say" contains elements of the composition "Hide and Seek"(Imogen Heap) published by Almo Music Corp.(ASCAP) on behalf of Imagem Songs Ltd. (PRS). “Whatcha Say” contains a sample of the recording “Hide and Seek” as performed byImogen Heap courtesy of RCA/Jive Label Group, a unit of Sony Music Entertainment and Megaphonic Ltd/Sony Music Entertainment UK Limited. Used by permission. All rightsreserved. Sample clearance by Danny Zook’s Alien Music Services.

RIDIN’ SOLO(Jason Desrouleaux, Jonathan Rotem) Jason Derulo /Irving Music (BMI), Jonathan Rotem Music/Sony ATV Music Publishing, LLC. (BMI) All InstrumentsPerformed and Arranged by J.R. Rotem for Beluga Heights Recorded by Henry Dessources and Gelly Kusuma at Chalice Recording Studios, (Los Angeles ,CA) Mixed by J.R. Rotem for Beluga Heights Mixed at Chalice Recording Studio (Los Angeles, CA) Additional lyrics by Xavier Thomas

IN MY HEAD(Jason Desrouleaux, Jonathan Rotem, Claude Kelly) Jason Derulo/Irving Music (BMI), Jonathan Rotem Music/Sony ATV Music Publishing, LLC. (BMI),Studio Beast Music/Warner Tamerlane Publishing Corp. (BMI) All Instruments Performed and Arranged by J.R. Rotem for Beluga HeightsRecorded by Charles Moniz at Chalice Recording Studios, (Los Angeles, CA) Mixed by Serban Ghenea Mixed atMixStar Studios, (Virginia Beach,VA) Vocal Production by Claude Kelly Engineer for Mix: John Hanes Assisted by Tim Roberts

THE SKY’S THE LIMIT(Jason Desrouleaux, Jonathan Rotem, Evan Bogart, Alexander James, Irene Cara, Keith Forsey, Giorgio G. Moroder) Jason Derulo/IrvingMusic (BMI), Jonathan Rotem Music/Sony ATV Music Publishing, LLC. (BMI), Here’s Lookin At You Kidd Music/Beluga Heights Music/ SonyATV Music Publishing, LLC. (BMI), Alexander James for MGB Ltd., administered by Universal Music –Careers (BMI), WB Music Corp.(ASCAP), Famous Music Corp. (ASCAP), Alcor Music (USA) (ASCAP), Carub Music (ASCAP) All Instruments Performed and Arrangedby J.R. Rotem for Beluga Heights Recorded by Charles Moniz at Chalice Recording Studios, (Los Angeles, CA) Mixed by J.R. Rotemfor Beluga Heights Mixed at Chalice Recording Studio (Los Angeles, CA) Contains elements of “Flashdance...What A Feeling” (G.Moroder/K. Forsey/I. Cara), WB Music Corp. (ASCAP), Famous Music Corp. (ASCAP), Alcor Music (USA) (ASCAP) & Carub Music(ASCAP). All rights administered by WB Music Corp. (ASCAP). All rights reserved.

WHAT IF(Jason Desrouleaux, Jonathan Rotem) Jason Derulo/Irving Music (BMI), Jonathan Rotem Music /Sony ATV Music Publishing, LLC.(BMI) All Instruments Performed and Arranged by J.R. Rotem for Beluga Heights Recorded by Henry Dessources and GellyKusuma at Chalice Recording Studios, (Los Angeles, CA) Mixed by J.R. Rotem for Beluga Heights Mixed at Chalice Recording Studio(Los Angeles, CA)

LOVE HANGOVER(Jason Desrouleaux, Jonathan Rotem, Claude Kelly) Jason Derulo / Irving Music (BMI), Jonathan Rotem Music/Sony ATV MusicPublishing, LLC. (BMI), Studio Beast Music/Warner Tamerlane Publishing Corp. (BMI) All Instruments Performed andArranged by J.R. Rotem for Beluga Heights Recorded by Charles Moniz at Chalice Recording Studios, (Los Angeles, CA)Mixed by J.R. Rotem for Beluga Heights Mixed at Chalice Recording Studio (Los Angeles, CA) Vocal Production by ClaudeKelly

ENCORE(Jason Desrouleaux (Derulo), Jonathan Rotem, Evan Bogart, Alexander James) Jason Derulo /Irving Music (BMI), JonathanRotem Music/Sony ATV Music Publishing, LLC. (BMI), Here’s Lookin At You Kidd Music/Beluga Heights Music/ Sony ATV MusicPublishing, LLC. (BMI), Alexander James for Universal Music Publishing MGB Ltd (PRS/BMI). All Instruments Performed andArranged by J.R. Rotem for Beluga Heights Recorded by Charles Moniz at Chalice Recording Studios, (Los Angeles, CA)Mixed by J.R. Rotem for Beluga Heights Mixed at Chalice Recording Studio (Los Angeles, CA)

FALLEN(Jason Desrouleaux, Jonathan Rotem, E. Kidd Bogart, D. Quinones, E. Nuri, J. Flowers, G. Ogan) Jason Derulo/Irving Music(BMI), Jonathan Rotem Music/Sony ATV Music Publishing, LLC. (BMI), Here's Lookin At You Kidd Music/Beluga HeightsMusic/Sony ATV Music Publishing, LLC (BMI)/Quda Music/EMI April Music, Inc. (ASCAP)/Golden The Super Kid Music(ASCAP)/JFLO Music/EMI Blackwood (BMI)/Greg Ogan Music/Writing Camp Publishing/Sony ATV Music Publishing, LLC (BMI)All Instruments except guitar Performed and Arranged by J.R. Rotem for Beluga Heights Guitar performed by JerryFlowers Recorded by Henry Dessources and Charles Moniz at Chalice Recording Studios, (Los Angeles, CA) Mixed by J.R.Rotem for Beluga Heights Mixed at Chalice Recording Studio (Los Angeles, CA)

BLIND(Jason Desrouleaux, Jonathan Rotem) Jason Derulo/Irving Music (BMI), Jonathan Rotem Music/Sony ATV Music Publishing,LLC. (BMI) All Instruments Performed and Arranged by J.R. Rotem for Beluga Heights Recorded by Henry Dessources andCharles Moniz at Chalice Recording Studios, (Los Angeles, CA) Mixed by J.R. Rotem for Beluga Heights Mixed at ChaliceRecording Studio (Los Angeles, CA)

BONUS QUEEN OF HEARTS(Jason Desrouleaux, Jonathan Rotem, Claude Kelly) Jason Derulo/ Irving Music (BMI), Jonathan Rotem Music/Sony ATV MusicPublishing, LLC. (BMI), Studio Beast Music/Warner Tamerlane Publishing Corp. (BMI) All Instruments Performed andArranged by J.R. Rotem for Beluga Heights Vocal Production by Claude Kelly Recorded by Charles Moniz at ChaliceRecording Studios, (Los Angeles, CA) Mixed by J.R. Rotem for Beluga Heights Mixed at Chalice Recording Studio (LosAngeles, CA)

THANK YOUSFirst and foremost, I would like to humbly give Jesus Christ my savior all the glory, for none of this would have been possiblewithout your loving hand. Thank- you God for choosing me! At my lowest points, you help me fly. I shine even on mydarkest of days, because your light never leaves me. When I feel it's too much and I can't go on, you carry me.

To Mom and Dad, I couldn't have been blessed with more loving, caring, understanding, encouraging, selfless parents.You encouraged the "Impossible Dream" even when it seemed more like an “Indefinite Nightmare”. I know all of thisis scary, as my triumphs will be glorified while my defeats will be amplified and my opened wounds will be exposedto everyone as hateful hearts will live their lives trying to make them larger. You can rest assure that you have raiseda champion and I will never be defeated by negativity!

My manager, mentor, and brother, Frank Harris. You have a bright future ahead of you (lol). You helped me buildthis thing from the ground up. 9 years ago this was all a Dream that we believed was destiny. I thank-you from thebottom of my heart for your guidance, belief, the many sacrifices, but most of all for being "The Best"! You arethe silent monster the world doesn't know about, but I know I couldn't have done it without you.

My right hand man, Henry Dessources. You adopted the name slash because of your many job titles(engineer/road manager/ cousin/ bodyguard etc.). Your hard work and dedication to me, is remarkable. Thankyou for making me better! My brother and sister. Thank you for being my backbone. When the weight of theworld becomes too heavy you help me carry on without me ever having to ask. Harry, Thank you for alwaysbeing there. To the rest of my family, Thank you for showing me how to love.

My Beluga Heights family, Zach Katz, Thank you for believing in a dream. Your will to be flawless isextraordinary. Your Inexhaustible nature should be an inspiration to all. Tommy for seeing my vision. JR Rotem,we created this piece of history together. Months of musical triumph, defeat, creative bliss and discovering. Iam blessed to have gotten to know you musically and personally. We worked as a team side by side to achievegreatness. When we couldn't find inspiration we inspired one another. Thank you for helping me create anunbelievable beginning!

My Warner Bros. Records family, Tom Whalley Thank you for believing! Tom Biery (Grover), your love for musicinspires me. Thank you for preserving my vision. Esther Somlo, Denise Williams, Kara DioGuardi, AyalKleinman, Piero Giramonti, Michael Nance, Shane Cosme, Jeremy Welt, Charles Hamilton, Liz Lewis, LisaDeluca, Dion Singer, Susan Leon, Liza Joseph, Elyse Rogers, Luke Burland, Ellen Wakayama, DrewKaklamanos, Michelle Rogel, Stefani Cole, Maria Gonzales, Eric Franklin, Jack Isquith, Jenna Baum, JordanGreene, Tawny McCorkle, Kwanza Cassangol, Katy Wolaver and the entire Warner Bros. Records Staff!!Thank You Ron Cerrito, for going above and beyond for me. Ken Lucek, Franco , Keith Rothschild, and therest of the radio team, love you guys with everything!

Evan Bogart a.k.a BoBo. Claude Kelly, Alex James and Xavier Thomas, Thank you for your friendship andgenius. William Morris, F.Y.I PR, Kevin Maher and to any one else who's helped me along the way, thankyou for aiding me in painting this lustrous picture I call my life!

Worldly obstacles won't destroy your vision, but your attitude can. Your attitude is reflected by what youconsume. Keep positive people around and speak positive things into your life. State of mind is the onlything that can stop anyone from fulfilling their dreams!! This album is a reflection of who I am today, can't waitto discover who I am tomorrow.

All songs produced by J.R. Rotem for Beluga Heights All songs mastered by Gene Grimaldi at Oasis Mastering (Burbank, CA)

Executive Producers: J.R. Rotem, Zach Katz & Tommy Rotem for Beluga Heights, Tom Whalley & Tom “Grover” Biery for Warner Bros. Records.

Beluga Heights A&R: Tommy Rotem Beluga Heights A&R Coordinator: Ashley May Warner Bros. Records A&R: Kara DioGuardi Warner Bros. Records A&R Admin: Liza Joseph Warner Bros. Records A&R Coordinator: Katy Wolaver Marketing: Esther Somlo Promo: Ron Cerrito Creative & Visual Direction: Denise Williams & Ellen WakayamaStyling: Daria Hines for MMAGrooming: Dusty Stark Photography: Joseph Cultice Art Direction & Design: Ragland Inc. / www.raglandink.com New Media: Ayal Kleinman Business Affairs for Warner Bros. Records: Charles Hamilton Artist Legal: The Harris Law Firm – Frank Harris Management: 23 Management – Frank Harris

© 2010 Warner Bros. Records Inc. Made in U.S.A.