0 A / 0 0 / 2 0 1 3 7 2 : . I 9 : 2 ' l F A J ' 2 1 3 2 4 9 9 9 9 A NATIONWIDE LEGAL 1

o(00iPYSUMMONS(crTActoN JUDtctAL)

NOTICE TO DEFENDANT:(AWSO AL DEMANDADO):BEN DONONVAN, an individual; LISA DONOVAN, an individual;

Additional Parties Attachment form isYOU ARE BEING SUED BY PLAINTTFF:(LO ESTA DEMANDANDQ EL DEMANDANTE):SCOTT KATZ, an individual; DEREK JONES, an individual;WILL WATKINS, an individual; and DANNY ZAPPIN, an individual

FFI\JJ

Fn

XThe name and address of the court is:

(f_ot proof of seNice of lhis summonq use proof of5e@(Para prueba de antega de esta citatjdn use ellotmutatio prool of Servic ofSummons, (pOgOtO)).ISEAL]

JuN 25 ?013

NOTICE TO THE PERSON SERVED: you are served1.

- as an individual debndant.

2. E as the person sued under the fictitous name of (specit)r

3. E on behalf ol (specit);under: E CCp 416. t0 (corporation)

fl Ccp 416.20 (detunct corporation)E CCP 416.40 (association or pa.tnership)E other (specit)i

4. E by personat detivery on (dafd:

E CCP 416.60 (minor)E CCP 416.70 (conservatee)f] CCP 416.90 (authorized person)

FOR COUR' USE O'{IYlsoaoP t uso Dt coFr9

5 ?0r3John A. Clarke, Execr.rtive

By Amber Hayes. Deputy

OF

You have been sued. The @un mav agalnsi you Wlhout your being heard unless youYou have 30 CAENDAR DAYS afler this srmrnons and legat papers are served on you to 6te a written response at lhjs courl and have a copy

served on lh plaintilf. A bner or phone cell \Nill mt protect you. Your w'itlen response ;L6t b in proper legat form if you want tl|e colrl ro nar your9a19 Tlere may be a coun torm thal you can use tor your response. You can fnd these court foms ard m-ore idorm;tion al the Catitornia co{,rtsYl"T Ylt--!,:! C"ll", (wwet courlinlo.ca.govl5enre/p), your county law libfary, or the courthouse nearest you. tfyou cannol pay lhe fting fee, asklhe coun derK lor a lee waiver rorm. lf you do not file your response on tide, you may lose lhe case by uefail, arxi your wagei, nrcney, ano propertymay be taken wilhout further waming from the coui.

-

There are other legal requhements. You may want to crll an aitomey rbht away. tf you do not know an attomey, you may wart to cal an aflorneyrefenal seMce lf you cannol afford an alloroey, you may be eligible for hee tegal iervices from a nonpront tegd #riices program. you can l@atethese nonp_rofit groups.al the Calitornra LegalServices Web sita (wvr^rl.lawle lpcatitotnia.oql,ltg Calif;mia C;uds OnlirE Se[:LHelp Center\vtww.countnto ca gov/sei[ie/p) or by conlactin-g your local court o( counly bar associalioo. NoTE: The courl has a stahJtory lien ior w?ived fees andcosts on any sttlerneri or arbitralion awatd ot $10,000 or more in a civil case. lhe courfs lien must b paid berore lhe coui wifl dismiss the c6se.iAwsol Lo han denadacb si no rcsponck dentro de 30 dtas, ta coie pte* decdir en su contta sin escueha, su @rsi6n. Lea ta inlotmacpn a

Tiene 30 DlAs DE 'ALENDARI' despLds de que b entreguen esta cit*i5n y pepebs tegales pata presenlat una respuesta pot escnto en estacqte y hacer que se entegue una copia al denadante. I)na cafta o una llMlada tebl6nica no b r,t/i&en Su respuesi por eicrito Erc que estar1! l!!:y F:l Pry"19 s, dese, guerlocesen s u ceso en ta corte. Es Ftosibte que heyd un totmiratu que uaea iueda isa, $n su n"p*"t".ruede enconiar estos fotmulanos de h coie.y nes

.infonnacian en el Canbo dc AyEa de tas Coftes & Catilotni (vvww.gucr[te .ca.govt, en Ebibliotecd de leyes de su condab o en la coie que le quede mes cerca. Si no puede pag la cuota de prcsfitaci5n, pba al sacqtafi a" u *rt"que.9 d6..un fomuFlo *

exenciSn ale pago cte cuofas. si ro p.rserla su re sprcsta 6 Enpo, prcae per*r et caso pot ircumplimienlo y b cotte tepod6 quitat su sueldo, dinerc y bienes sin mes advertencie.Hay otros tequisitos legales Es econehalable que tlame a un abogado inmediatamente, si no ranoce a un abagealo, puecte ltamar e un sa.ydb de

remisi6n a abogados si no puede pagar a un ebc6/acto, es posibl, que cunpta con tos rcquisnos para obtener seibios tegates gntuitos tb unptwrama de seNicitss I'egalas sin frnes de lucto. Puede encontar estos gtv\s sin fircs ie lucro en et sitb web de Calto;ta LeAat SeNrces,11^ r t.fawhefpcafifomia on), en el centro de AWda de tas coftes de caifomia,l\ry$rw.sucorte.ca.gov.) o pon i4dose en cont*t;con ta cone o eti!:9::,!::ryyt,b"abs. Autso: Por tev, ta cotle tiene derecho d reclamar ias crrctas y bs c&t& er entos por imprcr w gravalnen sobtecuaquer rccupeBcbn de gl0.o0o 6 mes (k vabr tecibic,, mediante un acuerdo o una concesi6n de annaie in un csa ae *-recho cvil. T'rJne quepqar et gravemen cle la cone an/s de que la cofte pueda desechar el caltr..

tr::,},X,"trg CS13Z g4

SUMMONSFm Adopted t6 Mandetqy UsJrldiciar ctunor ol calrffiasuM-roo iRv. Jlry 1, 20091

Cod ot CNit Prdrbr 55 412 20,465

Le' i' N e, 8s A ut on a I e.t c a V- ^' ", "a

* i fi V;Y,[!i F 3ii3'

oa /oa /2a13 NATIONI"iI DE LEGAL1 2 : 7 9 : 2 ' l F P J . 2 \ 3 2 4 9 9 9 9 0 2

INSTRUCTIONS FOR USE) This form may be used as an attachment to any summons if space does not permit the listing of all parties on the summons.+ lf this attachment is used, insert the following statement in the plaintifi or defendant box on the summons: "Additional Parties

Attachment form is attached."

List addilional parties (Check only one box. Use a separate page for each We of party.):! euintitt E Defendant f] cross-complainant E CroseDefendant

YNON KREIZ, an individual;MARK SUSTER. an individual:DANA SETTLE, an individual;RACHEL LAM, an individual;MICIIAEL DISANTO, an individual;DONALD LEE, an individual:GRP PARTNERS, L.P., a Delaware Limited PartnershiD:GRP III, L.P.. a Delaware Limited Partnership:GRP III INVESTORS. L.P., a Delaware Limited Parrnership;MIDA HOLDINGS CALIFORNIA, INC., a Califomia corporation;ANGULO VENTURES Il, LTD., an Isle of Man corporation;MAKER STUDIOS, INC., a Califomia corporation;and DOES I through 50,

Page of

Katz, et al. v. Donovan, et al.

Folin Adopted td Mandabry u*Judidal Cootrir of Carilmia

St]lr,i.2oqa) lRev Jatusry r, 2oo4ADDITIONAL PARTIES ATTACHMENT

Attachment to SummonsLdisNertt@,lutonakd Col{ornto Judi. ial Council Fortu

elrld.a1rl\llllar i-ira,rt I t (rM,at llllU&&.IrDNOTICE OrcAsE ASSICNMENT. I'INIIIi{ITED CIvrL C SiE (NON-CI 1\SS ACTTON)

Cerc Nurabcr

r'lrgElrEm,f,Es*vqownarmspMlroNs^rrpcoi,p,^,*r B C 5 1 3 Z g qYotlf cttG lt lttlrcd for dl lotlorlt to ti. lrdldrl ofaltr hrlqbd bclot c,ocrl Rrlc !{cD. Tlcrc lr rrllldout bforordor or tt rr'?rrc drlc-ot 6L forE.

ASSIG'NED 'I.'DCE DEPT ROOM ASSIGINED II'DGE DEPT ROOMHor. Drdcl Bucllry I 511 l!on. Mc,hecl Johuon 56 511

Hoo. BnbNn.A" Mcicrs 12 636 IIoo. Rrlph w' Dau 57 517,,llon Tcny A Grcoo A 300 llon Rolf M. Trar 5E 515Hoo. Ricnrrd Fruin t t ) 107 Hoo. Mchrcl L. Stcrn 6t 600llol. Rita Millcr l6 309 Hon. Mrrt Mooocy 6t 6t7Hoo Ri&ard E Rico t7 309 Hon W'rllian F. Fahcy 69 621Hon. Kcvin C. Brazilc 20 3r0 Hon Soussr! C. Brugucra 7l 729Hon. Robcrt L. tlca: 21 314 Hon. Ruth Au Kwrn 72 7tl

Hon Mary Am Murphy 25 317 Hon. Tcrcse Srnclrcz-Gordoo 74 135Hotr. YYctlG M. Prlizrclos 2t 3trHoa Bubrra Sc,hcpcr 30 400

Hor Mtry lL Stobl 12 406 Hon. Emilie H. Eliac t24 ccwHon lvlaurcco Dufr -l,awi: 3t 4t2 Hou. Elihu M. Berle* 321 ccwHoo. Michcllc & Roscobld 40 4t{ OTI{ERl|or tromld ltL Sohigi& 4l 411Ho!. Ho[y E. Kcodig 12 416Hon. Mcl Rcd &ccrna 45 529

Ho!" DGbr" Kltz Wcirrr8ub 17 sqtHo!. Eliz!ffi Allcn Whitr 4t 506

Hon Dcirdrc Hill 49 J0!)Hou loh L Scgrl 50 50t

HoD. AbnhrD Xhln JI 5nHoo" Su$n Br',&t-Dc8so[ 52 510Hotr. Stcvco t Kleificld 53 5r3Ho[" Encrt tvl Hirosbitp 51 5t2Hon Mrlcolm ll Ma&y 55 515

l! c!.lhrtl*d r conptr (o[r [nn cht| ,.dootr|.t_frlhfy rdt- b JraF E&r I. ffi h Oryrlt:r ta oldi. Crtd Chl h.t Coul|out Gor 8.comltnii-Avr" ll Alt h.lto+ Thr-rrrbitdt b tu c.-FrDo;r. otrrrr;lr!firo?nloicr.E-corfrf,rhn;l5a dcrbrnt i!r! o,c!{4 nt lro. o?rrlht c| ri. o{tson of rn-rrnurrt lrr iii nry r nc$l r cn dr. t|t- dd; aE;titd; prqii a,-.tiJ- -mdodtb r adrth ir hd oltlclGivon to thc Pl'inrifi/Cro$4onphimdAttomcy of Rrcord on

l cN cclt.t90 (R.Y. o.t/12)|ItlC Apprlwld 03{!For oilbnrlthr

NOTICE OF CASE A8SIGI{HENT.UNUTITEDCMLCASE

JOHN A. CLARKE, Exccrnivc OEccr/ClatP|e lof 2

INSTRUCTIONS FOR EANI'LING I'IILMITED CTVIL CASESThc following critical ptovisions of thc Chapter Thrcc Rules, as opplicablc in thc Cenral Distric! are sunmarizcd for your assistanc.APPLICATION

Th Chaptd Thrcc Rulca wero cffcctivc January l, 1994. Thcy apply to all gencral civil casas.

PRIORpY OVER OTmR RITLDSThc Chaptcr Tbrec Rulcs shall have priority over all oftcr Local Rules to thc oxtcnt thc others are incongistoni.

CEALLENGE TO ASSICNED JI'DGE

A challn8c undcr Co& ofCivil Proccdurc scction 170.6 nust bc mado within 15 days after noticc of assigamat for sll purposr toa judgc, or if a party has not yct appcard within 15 rlays of thc 6r3t appcanDce.TIME STANDARDS

Cascs assigncd to thc Individual Calendaring Court will bc subject to procG$ing urder thc following timo standards:COMPLUNTS: A[ conPhints shall bc served within 60 rtays of filing aud proof of scrvice shall be filcd within 90 rlays of firing.CROSS-COMPIIIINTS: Without leave of coud first bcing obtained', no cross-complaint nay bc frlod by any parg afrcr thcirll:wcr. is filcd. Cros*omptaints shall be servcd within 30 rlays of thc filiry date and i proof o*crvicc nd witliir 60 Aays orrufiling datc.

A Status Confcrcocc will bc schcthrled by tho assigncd Indepcrdcnt Calcndar Iudgc no later rhan 270 days afrcr tbc fiting of th6:9Tp.l"iot Coungsl 'n'st bc fully prcparcd to discuss thc following issues: altcrnative disputc resolution, bifilc*ion, ,aiu."ot,tisl datc, and cxpcrt witncsscs.

FINAL STATUS CONtrT,RENCE

Thc.Couft will rcquirc thc prdica at a stan s confercnce not Dorc thatr t0 days bcforE thc tial to havc timly filcd rnd scrvcd allmotions in liminc, bifurcation notio,ns, staiemrts ofmajor cvidcntiary issues, dispositivc motions, rcqueocdJuy inrtuCions, anrflPTitl lYy instuctions and spccial jury vcrdicts, Thesc mattcrs may bo heard ind rcsolvcd at tis ionrorcircJ. At lea* i'daysbeforp this conftrcnco, couBcl must also have cxchrngcd lists of cxiribig and wibcsscs aud havo submittod to Oc court a kicfstatcmrot oftho case to bc read to the jury pancl as rcquired by Chrptor Eigbt ofthc Los Angeles Supcrior Court Rulcr.SANCTIONS

Tho court will imposc rypropriatc smctiors for lhc failurc or rcfisal to conply with Chrptcr Thrcc Rulcs, ordcm mratc by thc Cour!ad timc rtandtrd8 c dcadlinos cstablishcd by thc court or by tc Ctapti'ftrcc nUir. Such sanctions nay t" on a p"rty ot iiapproprialc on coutrsol for tbc party.

Thk k not r complctc dclherdo! of tbe Chrptcr Thrcc Rulcs, rnd rdhcrcncc onl5r lo thc abovc provklonr lr thcrcforcrot r Su.nntcc agrinrt tte lnporition of crncdon! undcr Trirt Court Dcley Redncfiol. Cucthl rcrding andcomplirnce with thc rcturl Chrptcr Rulcr h ibsolutcly impcrrfivG.

tACtV CCH tgo (Rry. 0l/t2)t^ltC Apglovld 05.06Fo. O0lbn.l U|.

NOTICE OF CASE ASSIGNTENT -

UNLIT|TEDCMLCASEP4.2ol2

gsFrbr Coun of crltto|nhCo||nly d L'6 Al|i.l..

La Arf0|r Co||nly&a lraocdo0Lltlfrto|t S.cdonLa Anirh. GountyE|r^raocllbn lrbor |ndEitpbyrr.nl bu S.ctlon

Ti-Ll$conMar Atio.rryaAraocLlbn of Lo3 Ar|!.N-

SogirT|r c|lro.||bD.i|[. Co||rul

-5U:AtaocLaloo olEurlmaa Tfil lrty.[

VOLUNTARY EFFICIENT LMGANON STIPUI.ATIONS

The Early Organizational Meeting Stipulation, DiscoveryResolution Stipulation, and Motions in Limine Stipulation arevoluntary stipulations entered into by the parties. The partiesmay enter into one, two, or all three of the stipulations;however, they may not atter the stipulations as written,because the Court wants to ensure uniformity of application.These stipulations are meant to encourage cooperationbetween the parties and to assist in resolving issues in amanner that promotes economic case resolution and judicialefficiency.

The following organEations endonse the goal ofpromoting efficiency in litigation and ask that counselconsider usrng fhese stipulations as a voluntary way topromote communications and procedures among counseland with the coutt to faifly resotue issues ih their cases.

OLos Angeles County Bar Association Litigadon SectionO

I Los Angelee County Bar AssociationLabor and Employment [-aw SecflonO

OGonsumer Attornys A$ocia0on of Los AngelesO

OSouthem Callfomla Defense CounselO

OAssoclatlon of Business Trlal LawyersO

lcallfomia Employment Lavr4yer AssoclatlonO

IELCPHO{E M).IE{r |L lmnE88 (Otlo.d]

AITOfifiEY Fm rtrl:FrJ( r|(,. |o!dod!

brrt-orr ar lQ

SUPERIOR COURT OF CAUFORNIA" COUNTY OF LOS AI{GELESCOURI}IOUAE ADRSES:

Frt tll|fFl

OGfE OA{T:

STIPULATIOI.I - EARLY ORGANIZATIONAL IIEETINGcrsEra.|aB

Thb :tlpuletlon lr Intended to encourag. coop.ra8on emong fre par{er at an e.rly tt.g. Inthc lhlgauon and to ar:lrt the prrtl.s ln efrlclent cere relolutlon.The pardo. ag.ee thrt:1. The parties commlt b conduc{ an initial conbrence (in-pe6on or vla teleconfererrce or vla

videoconference) withln 15 days from the dab thls sdpulation ls slgned, to discuss aN @nstdefwllitl7r therc cen b gf//,emant on the follovving:a' Ars motlom to challenge o| plesdings necessary? lf the issue can b rssotvd by

amendrnent as of dghl or lf the court would allow leav to amend, could an amendedcomplsint rsolve most or all of th lssuos a demurrer mlgtrt o0rerwlse rabe? lf so, th6 pertiosagree to work through pleadhg lssues so that a ddnurr nd onty rais lssug5 they cannotrssdve. ls th lssue that th defsndmt seeka to ralse amenable to-rsolutbn on demuner. orwould some o'0lr typo of motbn be preferable? could a volurfiary targeted exctunge ofdotlments or lnbnmdon by any party crrae an uncertalng in the pleadlngsi

b. Inltlal muhlal o(changEs of documentrs at tho 'cors' of the li0gauon. (For xample, in an

employmor case, th employmen! records, p.sorml ffe and dodimonts rotating to th6conduc{ h queston coutd be considered 'core.' ln a prsonat Injury case. an Ini{dent orpolice ropott medlcal records, and repair or malntenance records- couH be consHEred'cors.');

c. Erchange of nams and contact lrforimtlon of wilrpsses;d. Any insurance_ agreomer|t 0rat may be avalhHe to sadsfy part or alt of a judgmant, or toindemnfi or eimburso for payments .n8de to satisfy a judgmnt;e. Exchange of atry oiher informatlon that might be helpfut to hdfitate urderstandhg. hendting,

or resoludon of the case ln a manner that prsrrcs obFlms or prlvlleges by agr&menr;f' Conlrolllng lssues of lil that, lf aesotved early, wll pro.not eftderrcy and economy in otherphases of tha case. Arso, wften ard rrow sictrr$us can b presenH to tre court;g. whother or when the case ,should b 8chdutd srith a so sner officr, what discwery or

court rullng on legal lssues ls reasonady lequirod to mako satttement disanssions meaninjful,and whether th parih wlsh b uso a sltdng judge or a privale madlator or other optiors as

tgrrmt: c Itn

dls@ssed ln the :Altema0ve Dbprte RecoMlon (ADR) Inbrmation Pactag' sotvd wih thecomdalnt

h. Computrthn of damages, Inctudlng documenb not pfulleged or proteci8d from dbcbsure, onwtrlch such computadon ls b$ed;

l. Whelher he case ls sultablo for tre Expedibd Jury Trlat procsdures (se inlbmatlon atws.l.suo.dotco,trlom under'Ctvlt ard thon under'Gerrst lnfomatlufl.Tho ltrno tor s dehnding party to rspond to a oomdalnt or cross-complsint will b6 xbndedto tor tho complaiG and br lhe cross.{|r6Eit o^rEl (ntCiT D rElcomdaht, which ls comprlsd of tha 30 days to rcspond under Govomrneflt Code S 6861qb),and lhe 30 days permitted by Code of ClvX procedure secdon 10$4(a), good cause havingbeen fourd by the CM Supwlslng Judge due b Ore cas managomnl benetita provHad bylhls Stpdallon.

3. Th Pard6 wll prcpars I Jolnt rgott ti0ed 'Joint Stata Report Rrlsuant to Inltlal Conferorrceand Early Oqanlzdoml Meeting Sfputadon, a.d f deskd, a p.lpocd ordr summarldngresulls of hdr met and confer and advlslng th court of any way lt may asslst he par es;fficiet conduct or rssolutbn of th. cas. Th padbs sha0 ettech 0lo Joint Stafus Rport tothe Case Manegff|ont Conference statsmont, and file the documnts whn th CMCstatament b due.

4' Refercnces to 'dap' mean calendar days, unless olherwlse nobd, tt th d8b br perfomingany acl pursuad to thls stpulation falls on a sat rdey, sundry or court holhay, then the dmLbr performlng thet aci shall be xterdd to the nexl Ccrrt day

Th follillng par$6 stiputate:

CTYPEoRPRftT|-wEJ-Dat :

(rYPEORP ]MIAME -Oat :

(IYPE ORPR|NTNAilI)- (ATTORNEYFMoEFE|\m

(ATTORNEY FOR OEFEMANT)Dala:

(TYPEORPRI|\TNAME - (ATTORNEYFOROab:

@Oele: (ATTOR}YFOR I

fiYP OR PRrNT r.lAitE)-- (ATTORNEYFOR )

W.2aI2

rlLa |lar rrl..l(t Attltltr q t.|ti{nacn AnQftl|l^lrr|r5I

FAf ||O. (Ordqd!IEIEPHO{E O.:{ |LAOoRESS pdon 0:

AlTfirCY FOR tta.|rl

h l6 lE t -

SUPERIOR COURTOF CALIFOR}IIA" COUNTY OF LOS ANGELESPIANNFFi

OEFETq^!|I:

SNPULATIO!{ . DISCOVERY RESOLUNON ct6EaatER

Thlr ltlpulailon |r lntended lo provldo a fart and lntorm.l rerotutlon of d6covery l:suctthrough llmltcd paperwork and rn tnforunrl conference wlth thc court to rld ln theresolutlon of the lr:uet.

The partler agree that:

1. Prior to the disoovery qrt-off in thls action, no disovery nrotion shall be filed or heard untessthe.mgvtng pady first makes a wdtten requst fur an lnfuirnat Discovery Confersnog pu6uantto the terms of this stipulation.

2. At !h9 lnfonlal Discovery Conference the Gourt will conskler the dlspute presented by partiosand determino whether it can b resolved informally. Notring set forh h'ereln wilt preclude ap"t!-y fto|n mafting a record at the condueion of an Infornral Discovry Conferenoe, eitherorally or in writhg.

3. Followlng a reasonabl and good faith attempt at an inbrmal rcsolutinn of eadt issu to beprsenled, a pady rnay rquost an Informat Discovery Cmference pursuant to the followlngprocedures:

a. The party requosting th lnformal Discovery Conference will:i' File a Requast for tnbrmal Drscovery conference wlth the derk's office on the

appoved fom (copy attached) and ddlver a couriosy, confonned copy to thaseigned depariment;

il. lnclude a brlef summary of the dispute and specifi the relief requested; andili. $rve the opposing party pursuant to any auttprized or agreed method of servicelhat ansures that the opposing party receives the ReqwJt for Informal Discovery

Confornc no later than the next court day folowlng the filing.b. Any Answr to a Request for tnformal Oiscorrery Conferenca must

l. Also be fild on lhe approved form (copy attached);ii. Include a brief summary of why lhe requestad relief should ba denM;

90lll'|r& c^llrn

ill. Be filed within two (2) court days of recelpt of the Request; andiv. Be served on th3 oppoGing party F,rsuant to any authorized or agreed upon

method d servlce that ensurs that the opposing party ,scives the fursfler nolater than th nod court day following the fillng.

c. No oh6r pleadings, induding but not limited to exhibiE, declaraUons, or atladrrnents, willbe accaptd.

d. lf the Coud has ncrt granted or denied the Request for lnformat Discovery Conferencewithin ten (10) days following the ffling of the Request, then it shalt be deemed to havebeen denled, lf the Court acls on tho Request, the padies will be notifed whether theRequest for lnformal Discovery Conference has been granted or dnid and, if granted,the date and time of the Informal Discovery Conference, which must be wilhin twonty (20)days of fte fillng of the Request for Informal Discovery Conferance.

e. lf the conference ls not hetd within twenty (20) dalls of the filing of the Request forInformal Dlscovery Confrence, unless extended by agreement of tre parties and lheCou( then lhe Request for the lnformal Discovery Conference sha be deemed to hawbeen denied at that time.

lf (a) the court has denled a conference or (b) one of th tim deadlines above has expiredwithout the corrt havlng acted or (c) the tnfiormal Dlscovery conference is concluded wilhoutesolving the dlepute, then a party may ftle a discorory motion b addrs unresolved issus.The partes hereby further agree that the lime for rnaking a rbtofl to compet or other9t""g"erv motion is tolled from th dat6 of fiting of tha Request br lnfonnal Discoveryconference unlil (a) the request is denied or deemed denied or (b) twenty (20) days after theffling of the Request for Informal Discovery Gonference, whidrevei is earliei, uirbs! extendedby Order of the Coud. .

It is the undersliandirg and intnt oJ the parties that this stipulatbn shatl, for eadr discoverydlspute lo whidl lt applles, consttut a writing rnernorlalizing a 'spocific tater dato to whictrthe progoqnding lor d.nsnding or requestingl party and the responding party hav6 agreod inrwifing,'-wihin the meaning of Code Civil procedur sec-tions 2030.300('c), iOSt.eeOlcl, anO2033.290(c).Nothing herein will pndude any party ftom apptyir ex pa a for app,opriat retief, inc-tudirBan otder shortening time for a rnotion to be head concamlng discovoi.

Any party may tsrmlnate this stipulation by giving twonty{ne (211 daye notice of intent toterminate the s$pulatlon.

8. References b'days' mean calendar dayt, unless othorwis noted. lf th date for performingany act pu6uant b thls stipulation falls on a Saturday, Sunday or Court holiday, then the timefor parformlng that act shall be extanded to the neld Court day

7.

ffU^ffiLnt SnPULATION - DlscOvERY REsoluTlot{ P. ! r2d3

atrttfi|& CAIIIE!

Thc followlng parllet rtlpulatc:

GTT(NNEY FOR F|.^AT'FI

(flPoR PRr t r{^rF) (^rr(nreY Fd oEFEr|xrTi

(IYFE fi PnNt l{rrG) ( rTGt{EV FoR oFEl{o$tDDate:

(rtPE oR Pfl r rurr) l TroorEYFoR 06fE oarirt

(ATTORIEYFG I

GYPeORFRr|ttarEFDate:

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il5i'fi,lii'wrr SnPULAnON-D|SGOVERYRESOLUnON P.C. 3 ol3

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AITSIIEY Fori {fLrt

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suPERloR couRT oF qALtFoRiflA, COUNTY oF LOS AI{G|ELEScotJRmouaE ^DoREs&

FIAIIITIFF:

DEFE 4l|T:

INFORIIAL DISCOVERY CONFERENCE(prnsuant to he qFcowry R$oluton Stipttadm of th6 partie3)c -rlrB

1. ThbE Requecn br lnbrrnal Dbcovry ConfererrceU fuiswer to Roqitost for Informat Discovery Conference

2. Deadllne for court to dedde on Roqust firsr d.b r0 dr.t . d.r roro*re r,fire dll|R.q|t!tl.3. Deadlln for Court to hold tnbrmat Dbcorery Conference:

drF lblo.rhe fr|e of h fbqr[ll4. For r Rqued for lntorm.l Dlrcovery conference, lgtgft dorcrtbc tho netun of thodlrcovery dltpu!9, Includlng the frc{a end legal argulnentr at t!.u.. For an Anawer toR.quo3t ior Infonnel Dbcovery confonnco, !dg0r dercrtb. why the court rhould dcnythe r.qu$t d dl.covery, Includlng the factr and lcgil argumentr it lsur.

rolates lo:

{lt!n d|b 20 c.brd.r

(puFuent to hc Dbcovory Rosolutiat S0plation of tn parties)

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FX(i|o.(ryrd}1EIEPHOG O.:E{r^|-AmRE$r |o*.d}AtTdrY Fm 0arDt

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SUPERIOR COURT OF CAUFORNIA,. COUNTY OF LOS ANGELESCOIJR?HOIJEE ADORESA

rrE|ao xr

SNPULATION AND OROER - IJ|OTIONS II{ UMINE

Thfe stlpulatlon ls Intended to provlde fact and Informal resolutlon of svldentlarylilue3 lhrough dlllgent efforts to dellne 8nd dlscuri such lseuos and limit paperwork.

The partles agree thal:1. At least

- days before the final stahrs conference, sscfi party will provide all other

pafllee with a llet contalnhg a on paragraph explanation of each proposed motion lnlimine. Each one paragraph explanation must ldentify the substance of a single proposdmotion in limine and the grounds for h6 propossd rnotion.

2. The parties thereaftar will m6et and confer, either In prson or via teleconference orvidooonference, concomlng all proposed motions in limine. In that meet and cmfer, thepartles wlll determln:a. Whether the parUes can stipulats to any of he proposed rmtions. lf the partbs so

stpulat, they may llle a sdpulation and p'roposed order with the Court.b. Whether any of the poposed motions can be Mefed and submitted by means of a

chort jolnt statemsnl of issues. For sacft motion whicfr can be addressed by a shortJcint statement of issues, a short joint statemnt of issues must be f,led wlth the Court10 dayE prior to the linal status conference. Each side's portion of the short johtslatement of issues may not exceed three pgges. The partes will meet and confer toagree on a date and manner for exchanglng the parties' respective portlons of theshort joint stiatemnt of issuss and the pmooss br filing the short Joint statement ofis6ues.

3. All poposed motions In limins that are not either the subjoct of a stipulatbn or briefed vha short Jolnt statement d lssues will be briefed and fited in accordanoe with the CatiforniaRules of Court and the Los Angeles Superlor Courl Rules.

ffiyrifilffiL,, snputAnoN At{D oRDER- itonorrs rt LrrtNi .".rn"

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The followlng partles etlpulate:OaL:

fiYPE OR PRINT MME)

(^TTORNEY FORDEFilDAMT-

(ATToRNEY FoHPI^NNFF'

fiYPEoRpFrr,f NAME - (ATTORNEY FOR OEFENbMT

@D8t :

@Oato:

FYPE OR PRINT t\iArr/iE-

GYPE OR PRINT NE'E -

6rveeonnarNiWf-

THE COURTSO ORDERS.

Date:

(ATTORNWFOFEEFENDA^'T)

(ATTORNFTFOR !

(ATToRNEYFOR I

JTI)ICIAL OFFICER

Pq.2oa2

0O/40/2073 72: .19:21 Ftrx 2132499990

3 .4 .5.6.

NATION!i]DE LEGAL

nfDOPvz._.__.,\9VU_ UrsffL'Ido t.:?ftRffi T8$l'dff ".' ffi f pg16'Jy''- "-"*,MICF{ELMAN & ROBINSON. t-t-P

l5?60 Venrura Blvd., 5th Flr., Encino, CA 91436Encino, CA 91436

rerecrore ro, (818) 783-5530 rax xo. (818)?93_550?ArroRNE FoR a,vM): Plaintiffs. Scott Kalz,; Derek Jones; Will WatkiDs: and Dannv ZabDin

Tffimff,JUN 2 5 2013

John A. Clarke, Execudve Ollicer/iBy Amber Hayes. Deputy

suPERroRcouRT of cAuro ntn, cou,gry oaffisrRET amREss: I I I N. Hill St-MATUNGAoDRESS: I I I N. Hill St.

crrY aNo zrp cooE: LOS AnSeleS 90012aaelcn lr,,ue, Centralbistrict - Stanley Mosk Courthouse

CASE NAME:Katz, et al. v. Donova!, et al.

CIVIL CASE COVER SHEETE unri.n"d I limrtea(Amount (Amount

demanded demanded |sexceeds $25,000) $25.000 or tess)

Complex Case DeslgnatlonCounGr T] Jolndertl

Filed with first appearance by defendant(Cal. Rules of Court, rule 3.402)

J U D G E \ J v Y r r b L

Items 14 below must be comDleted kee instru.Jions1. check one box below for the case type that lest CEicriOes ttris case:

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Auto Tort Contractn eu,o 1uz; E Breadr of contractA&arranty (06)L-l Uninsured molorisl (46) Ll Rute 3.710 co eaiors tOgtOrher PUPDMD (Prsonal lnl!ry/prope.ry E Other mflect,ons (O9lDamagMrong{ut Death} Ton E ,n.ur"n"" -uur"ou,,u,H 1*:''::(*] fl ote,"*r,"a1oi'L--l Prodrrcl liabilily (24) Real proDertvL-J Medical malpractic (,r5) fl E-.nin;l domain/tnveEeLJ Other P|/"D/WD (23)

_

condemnation (14)PE-PIIPD/WD (Othe.l To.t L---l Vvtongful eviction (33)L-l Business toruunfair business praclice (04 Ll Other real properly (26)L-l Clvil rights (08) !!!!w'ut DeratnerL-J Defamatton (13) fl Commerciat(31)LXJ Fraud (ro) fl Residenriat(32)L-l Intettectuat propeny (1g) fl orugs 1:ayLJProfessionalnegtigence{25) JudiciatReviewLl Other non-PTTPDAAD lort (3S) E Asset forfeiture (OS)Employmnt Ll pelition re arbitrauon awa.d (11)L-l Wongtuttermination (36) E y\rrit of mandate (02)L_l Other employment {15) f] Other iudiciatreview (39)

Provisionally Complox Clvll Lltlgadoo(Cal. Rules ot Court rulos 3,400-3,403)fl Antit rrstrrraOe reoulatron {03)f] con.,r"ton c"t"a ttotD u""" to.t (lo)f] Scurities lirhation (28)E Environmentarfoxrc tort (:otLl Insurance coveraqe datms arstno trom the

above Isted pfouaronally cornptei casetypes (41)

p{rcement of JuOgrnentl-J Entorcemenl of judgmenl (20)l{iscellaneous Civll Comptaintn nrco (zztE Other compfainl (n ot spe

O O / A 0 / 2 0 1 3 7 2 : I 9 : 2 ' l F A X 2 1 3 2 4 9 9 9 9 0 NAT ION!.iI DE LEGAL

@GOPYSHORI TI'LE:

Katz, et al. v. Donovan, et at.

CIVIL CASE COVER SHEET ADDENDUM ANDSTATEMENT OF LOCATION(CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION)

Item I check the types of hearing and fifl in the estimated rength of hearing expecled for this case:JURY TRIAL? ff

"a" "LA"" o"TtoN? tr yEs LmrED cAsE? D".s r,"e EslulrED FoR TRIAL 3 - 7 E HouRS/g pAys

Item ll. Indicate the correct district and courthouse location (4 steps - lf you checked "Limited Case', skip to ltem lll, pg. 4):Step 1 : After lirst completing the Civil Case Cover Sheet form, tind the main Civil Case Cover Sheet heading tor yourcase in the left margin below, and, to the right in Column A, the Civil Case Cover Sheet case iype you setected.

Step 2: Check one Supelior Court type of action in Column B below which best describes the nature of this case.

Step 3: In column C, circle the reason for the court location choice that apptres to the type ot action you havechecked. For any exception to the court location, see Local Rule 2.0.

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1 . Class aclions must be lited in the Stanley Mosk Courthouse, central districl.z M_ay oe_nEo n cedrat (other county, or no bodily njury/propedy damage).J. LOCaIOn Wnere CAUSe ol action arose4. Location urhere bod-ily in ury, dealh or damaqe occuned.a. Locanon wnere perlormarrce required or defendant resides

6 Locafton ol p.oprtyor pennanenUy garaged veticte./ LOCatOn yvhete oet&onet tesitles8. Localion wtEreih delend Vrespofldent functrons whofiv.\l LOCe[On !!/here one or more of lhe oan;es reside '

10. Localion of Labor Commissioner Olfice

step 4: Fill in the information requested on page 4 in rtem lll: comprete ltem rv. sign the declaration.

9 E

b rIEd i iE O

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This form is required pursuant to Local Rule 2.0 in all new civil case filings in the Los Angel$ Supedor Court

BType of Action

(Check ooly one)O A710O Molo. Vehicte - Personat lnjury/prope.ty Oamage/Wrongful DeathO A71'l0 Personal hjury/Property DanEgeMrongfu Death - Urir6ured Molo{ist

tr A6070 Asbestos Property DamageD A7221 Asbestos - Personat Injury/lt/rongtut Oeath

O 47260 Product Uatttily (not asbestos or loxialenvjronrnentat) ' t . , 2 , 3 . , 4 . , 8 .

tr A7210 Medicat Matpraclk- - physicians & Su.geonsO A7240 Othr Professional Heetth Care MalDractice

OlherPeisonal Injury

Property Damage\4'onqdul Death

(23)

E A7250 Premases Liabatily (e.g., slip 6nd fa )fl A7230 Intentionat Bodity Iniury/propeny Damage/wrortul Death (e.g..

assaull, vardalism, elc.)D A727O Intenlional Inlliction of Ernolbnat DistressD A7220 Olher Personat Injury/property Damage/WrorEftrt Oeath

LACIV 109 (Rev. 03/11)IASC Approved 03-0,1

CIVIL CASE COVER SHEET ADDENDUM Loca lRu le 2 .0Page 1 of 4AND STATEMENT OF LOCATION

A 0 / A O / 2 0 1 3 7 2 : . 7 9 : . 2 ' 1 F . A , \ 2 1 3 2 4 9 9 9 9 0 NATIONWI DE LECAL

I Kalz, et al. v. Donovan, el al. | |

FEF ' :0'o- b:Ea

E 96 =gEa! E'

2 , 6

ACivil Cas Cot/er Sheet

Catgory No.

BTy?e ot Adion

(Chec|( only one)c

Alptaable ReasorB -Se Step 3 Above

Business Tort (04 tr A6029 OO|e{ Cornmercial/Business To.t (not fraud/b,reach of contrad) 1 . , 3 _Civil Raghts (08) D A6005 Clvil Rightsi DiscrimlMtbn 1 . ,2 . , 3 .Delamation ('l 3) O 46010 Defamation (slander/libel)

Fraud (16) E 46013 Fraud (no conlract) ' t .,2.o

P,otessional Negligence (25) tr A6017 Legal MalpracticeO A6050 Other Professioial Malpracfice (not rnediaal or hgal)

1 . , 2 . , 3 .

Ottter (35) tr 46025 Olher Non-Personal Injury/Property Oamage lort 2.,3.Wongtut Termination {36) D 46037 l^,tongtul Temlnatioa

Olher mployrnent (15) D A6024 Other EmploynEr Complaint Case! A6109 Labor Cornrnissioner ADoeats

1 . , 2 . . 3 .'t 0.

Breach of Coniracl/ Warranly(06)(not insurance)

O A6004 Ereach of RentauLease Conl.acI (noi untaMi delainr or wrongfulavicljon)

D A600g Contract/Wananty Breach,Setter Plain{iff (no haud/negt(pnce)O A6019 Negligenl Breach of Contracl/Waranty (m haud)O A6028 OIher Breach of Cmtracuwananty (not fraud or negtigence)

Collections (09) O A6002 Collections Case-Selter PlaintifiO A60'12 Oltrr Promisso.y Nobrco eclions Cas

2 . , 5 . , 6 .

Insurance Goverage (18) E 46015 Ins{rrance Coverage (nol complex) 1 . , 2 . , 5_ , 8 .

olher Contracl (37)D 46009 Contracllal Fraudtr A6031 Tortious InterlerenceD 46027 Other Contracl Dispute(rpt breacMnsurance/fiaud/negligence)

1.,2_. 3.. 5.'1 ., 2.. 3., 8.

Eminent DomairvlnverseCondemnauon (14) O A730O Eminent Domairvcoft,emnation Nurnber of oarcels

|||/ronglul Evictioi (33) o 46023 l r'rongfi.d Evidion Case

Olher Real Property (26)tr 46018 Mortgage ForectosureO A6032 Quiet TiIetr A6060 other Real Property (not enjrEnl domain, tandlorctftenant, forectosure)

2 . . 6 .

2 . , 6 .

Unlawlul Detainer-Coanrnercial(31) o A6021 Unlawflj Oetainer-Comriercial (not drugs or wrongful eviclion)

Unlawful olainecResidentiat(32) o A6020 Unlawful Delainer-Residentiat (not drws or wrorEful evictjon) 2 . , 6 .

Unlar'!^l DetalneFPoslForeclosure (34) O A6020F Unlawful Detainer,Post-Foredosur e 2 . , 6 .

UnlaMul DetaineFDrugs (38) tr A6022 Unlawlul DetajneFDrugs 2 , 6 .

Pe

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LACIV 109 (Rev. 03/11)LASC Approved 03{4

CIVIL CASE COVER SHEET ADDENDUMAND STATEMENT OF LOCATION

Local Rule 2.0Page 2 ot 4

O 0 / 0 0 / 2 0 1 3 1 2 t 1 9 t 2 1 F t \ x 2 1 3 2 4 9 9 9 9 0 NATIONWIDE LEGAL 6

sHoRt-rIlG:Katz, et al. v. Donovan, el al.

CAS MJ BER

3.9e.'6

ACMI Case Cover Sheet

Category No.

BType of Mion

(Check only on)c

Apdicable Reasons -See Slep 3 Above

Asset Forfelture (05) tr 46108 Asset Forfeiture Case 2 . . 6 .

Pelition re Arbilration (11) El A6115 Petition to ComoeLconlirm^y'acate Arbitration

Vvril of Mandate (02)D 46151 l.,i'it - Administralive MandamusEl A6'152 Wril - MardamtA on Limited Court Case MatlerD A6153 y*lt - Other Linited Court Case Review

22.

Other Judlclal Review (39) tr 46150 Other }'lirit /JudicialReview 2 . ,4 .

Antilrusylrade Regulation (03) tr 46003 Anlilrust/TradeRegulation 1 . , 2 . , 8 .

Conslruction Detecl (10) D A6007 Construction Defect 1 , 2 . , 3 .

Claims tnvoMng Mass Tort(40) o 46006 Clairns lnvolving Mass Tort 1 . , 2 . , 4 .

Seclrrities Litigallon (28) 46035 Secudties Utoation Case 1 . , 2 . , 8 .

Envtronriental (30) tr A6036 Toxic TorvEnvi onrnental 1 . , 2 . , 3 . , 8 .Insurance Coverage Claimg

lrom Complex Case (41) o A6014 lnsurance Coverage/Subrogation (campler case ooly) 1 . . 2 . . 5 . , 8 .

Enforcementol J'rdgrnent (20)

B A61/t1 Slster Slale JudgrnenlB A6t60 Abstracl of JudgrnenlO 46107 Confession of Judgment (non-donstic relations)tr 46'140 Adminiskative Agency Award (not unpaid taxes)tr A6114 Pelition/Certilicete for Entry ol Judgment on Unpaid TaxB A8'112 Other Enforcement ol Judgmenl Case

2 . ,6 .2 . . 9 .2.. A.2 . . 8 .2., 8., L

Rlco (27) tr A6033 Racketeering (RICO) Case 1 . , 2 . . 8 .

Other Complalnls(Nol Spcitied Above) (42)

tr A6030 Oeclarato.y Relief Onlytr A6040 Injunctive Relief Only (nol domstic/harassrnent)O A60'11 Other Comrnercial Complaint Case (non-lorunon-complex)D A6000 Olher Civil Complaint (non-lort/non-complex)

1 . , 2 . , 8 .2., a.1 . , 2 . , 8 .1 . , 2 . , 4 .

Parlnership CorporationGovemance (21) tr A6113 Pannershap and CorDorate GoverMnce Case 2 . . 8

Olher Petitions(Nol Specilied Above)

(43)

tr 46121 Civil HarassrnentD A6123 Workplace Harassrnentn A6124 Eld,erlDeperdenl Adult Abuse Casefl A6190 Election Conlesttr A6'110 Petition for Cha.Ee of Nametr A6170 Petilion for Rellef lrom Late Claim LawB A6100 Other CivilPetition

2 . , 3 . . L2 , 3 . , 9 .2 . , 3 , 9 .2 .2 . , 7 .2 . , 3 . , 4 . , 8 .2 . , L

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LACIV 109 (Rev. 03/11)LASC Approved 03-04

CIVIL CASE COVER SHEET ADDENDUMAND STATEMENT OF LOCATION

Local Rule 2.0Page 3 ot 4

SHORT TIiLKatz, et al. v. Donovan, et al.

0 A / 0 0 / 2 A 7 3 l 2 : I 9 : 2 1 F I x 2 | 3 2 4 9 g g g o N A T I O N W T D E L E G A L . l

Item lll- Statement of Location: Enterthe address of the accident, party's residence or place of business, performance, or othercircumstance indicated in ltem ll., Step 3 on Page 1, as the properieason for filing in the court location you selecied.

r

I

Itern lv ' Declaration otAssignmert I deciare under penalty of periury under the laws of the State of catifomia that the foregorng rs lrueand correct and that the above-entited matter is propedy filed for assignrnent to the Stanley Mosk courthouse in theCentral District ofthe superior court of cariiemia, county of Los Angeres lcode civ. proc.. s 392 et seq., and LocalRule 2.0, subds. (b), (c) and (d)1.

Dated. June 25,2013(SIGIATURE Of ATTOR',IEY/FI LING PARTY)

PLEASE HAVE THE FOLLOWING ITEMS COMPLETED AND READY TO BE FILED IN ORDER TO PROPERLYCOMMENCE YOUR NEW COURT CASE:'1. Original Complaint or petilion.2. lf filing a Complaint, a completed Summons form for issuance by lhe Clerk.3. Civil Case Cover Sheet, Judicial Council form ClVl_ol0-4. Civil Case Co\]er Sheet Addendum and Statement of Location form, LACTV .109, LASC Approved 03{4 (Rev.03/11) .5. Payment in full of the filing fee, unless fees have been waived.6 l , " lg lgggtdgl"ppoint ingtheGuardianadLi tem,Judic ia lcounci t formctv-o lo, i f thepta inr i f forpet i r ioner isa

mrnor under 18 years of age will be required by Court in order to issue a summons.T Additional copies.of documents to ba conformed by the Clerk. Copies of the cover sheet and this addenoummust be served along with the summons and compraint, orother iiitiating pleaoing in th;;s.

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LACIV 109 (Rev.03/11)LASC Approved 0$M

CIVIL CASE COVER SHEET ADDENDUMAND STATEMENT OF LOCATION

LocalRule 2.0Page 4 of 4

REASON: Check the appropdato bores to.lhe numbeB shownundor Column C for thg type of actlon that you haw selected forthls caso.

t] '1. D2. A3. 84. A5. 86. A7. 88. E9. O1o.

AODRESS:

3562 Eastham Dr.

Culver CitySTATI'

CAztP c@:

90232

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24

25

26

27

28

A 0 / 0 O / 2 0 1 , 3 1 2 i 1 9 t 2 1 F . J 2 1 3 2 4 9 9 9 9 0 NATIONWIDE LEGAL

@GOPVSANFORD r.:MICHELMAN, ESQ., SBN 179702

. , sBN 131439rMRAN HAYATaFSQ.. SBN 2244s8

"l{*_*w*ff"JUN 2 5 2013

John A. Clarke, Executive OfficeriClerkBy funber Hayes, Deputy

CASE NO. 8c5132s4COMPLAINT FOR:( 1) Direct Cause of Action for Breach of

Fiduciary Duty;Derivative Cause of Action for Breach ofFiduciary Duty;Direct Cause of Action for ConstmctiveFraud;Derivative Cause of Action for ConstructiveFraud:Direct Cause of Action for FraudulentConcealment;Derivative Cause ofAction for FraudulentConcealment;Direct Cause of Action for FraudulentMisrepresentation;Derivative Cause of Action for FraudulentMisreDresentation:

(9) Derivative Cause ofAction for Conversion;(10) A Derivative Cause of Action for Civil

Conspiracy;(l l) Removal of Directors from Maker's Board

ofDirectors (Corp. Code, g 304);

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(ihayat@mrllp.coia) -'MICHELMAN & ROBINSON. LLP15760 Ventura Boulevard, 5b FloorEncino, CA 91436Telephone: (818)783-5530Facsimile: latgl zg: -ssozAttomeys for Plaintiffs,SCOTT KATZ, an individual;DEREK JONES. an individual:WILL WATKINS, an individual; andDANNY ZAPPIN, an individual.

SIJPERIOR COURT FOR TTIE STATE OF CALIFORNIA

COLNTY OF LOS ANGELES - CENTRAL DISTRICT

IUNLTMITED JURISDICTTONI

SCOTT KATZ, an individual; DEREK JONES,an individual; WILL WATKINS, an individual:DANNY ZAPPtN, an individual.

plaintiffs,

vs.

BEN DONOVAN, an individual; LISADONOVAN, an individual; YNON KREIZ, anindividual; MARK SUSTE& an individual;DANA SETTLE, an individuat; RACHEL LAM;an individual; CRP PARTNERS. L.P.. aDelaware Limited Partnership; GRp IIl, L.p., aDelaware Limited Pannershib: GRP lllPARTNERS, L.P., a Delawaie LimitedPartnership; cRP III INVESTORS, L.p., aDelaware Limited Partnershio: MIDAHOLDINGS CALIFORNIA;INC., a Califomiacorporation; ANGULO VENTURES II. LTD..an lsle of Man corporarion; MAKER STUDIOS,INC., a Califomia corporation: and DOES Ithrough 50,

(2)(3)(4)(5)(6)(7)(8)

(mhanna@mrllp.com

Defendants.

COMPLAINT

A O / A O / 2 A 1 3 1 2 : 7 9 : 2 ' t F A X 2 1 3 2 4 9 9 9 9 0 NATIONWIDE LEGAL

(12) To Invalidate Elections to Maker's Board(Corp, Code g 709);

(13) Derivative Cause ofAction for Breach ofFiduciary Duty Against Michael DiSanto;

(14) Direct Cause of Action for ProfessionalNegligence Against Michael DiSanto;

(1 5) Declaratory Relief;(16) Derivative Cause of Action for Violations

ofBusiness and Professions Code $ 17200;(17) Direct Cause of Action for Violations ofBusiness and Professions Code 0 17200

COMPLAINT

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A A / A A / 2 A I 3 1 2 t I 9 t 2 ' t r M 2 1 3 2 4 9 9 9 9 0 N A T I O N W I D E L E G A L

In support of their claims against Defendants Ben Donovan, Lisa Donovan, Ynon Kreiz,

Mark Suster, Dana Settle, Rachel Lam, Michael DiSanto, GRP II, LP, GRP Partners, LP, GRPlnvestors, LP, Mida Holdings Califomia, Inc., and Angulo Investors II, Ltd, and names corporateNominal Defendant Maker Studios, Inc., in their nominal capacity, plaintiffs scott Katz, DerekJones, Will Watkins, and Danny Zappin aver and allege as follows:

INTRODUCTION

1. Maker Studios, Inc. ("Makei') is a media company founded in and around June 2009by Daniel Zappin (Zappin"), Lisa Donovan, Ben Donovan, Kassem Gharaibeh, Shay Butler, ScottKatz, Derek Jones, will watkins, and Philip DeFranco ("plaintiffs"). Maker provides its partners afull range of vertically integrated services including development, production, promotion,distribution, sales, marketing and merchandising services.

2. So that they could fulfill the vision of company they built from the ground up, it wasalways the intent of the founders to maintain control of Maker's strategic and operational decisionmaking by ensuring that the majority of Maker's common Stock shareholders, i.e., the founders,elected the majority ofthe directors comprising Maker's board ofdirectors (..Board,').

3 consislent with that intention, in the original and all subsequent amendments toMakers' articles of incorporation (excluding the most recent fraudulent amendments discussedherein and purportedly approved in early May 2013) authorized as such.

4. However, motivated by greed and unfazed by the either the illegality or repercussionsof their actions, members of Maker's Board, Ynon Kreiz, Mark Suster, Lisa Donovan, BenDonovan, Rachel Lam and Dana Settle (excluding Danny Zappin) (,.lnterested Directors"), with theassistance of Maker's purported chief Legal officer and chief operating officer, Michael DiSantoof Bingham McCuttchen, LLP and purported "special counsel" to Maker's board and simultaneouslycounsel for GRP Partners LLP, Donald K. Lee of LKp Global Law, LLp (collectively, .,InterestedPadies") conspired and agreed to use their power to line their pockets with Maker's assets, to denyMr. zappin, Maker's then chief Executive officer ("cEo") ofall ofhis powers, and to gut the rightsofCommon Stock shareholders to control Maker and its corDorate activiries.

COMPI-AINT

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5. Indeed, the Interested Directors, including those representing Maker's preferred

Stock shareholders, fraudulently, and in a transparent breach of all their fiduciary duties, includingthose of care and loyalty, they owed to Maker. its shareholders entered into a seies of quid pro quoagreements, including employment agreements, whereby they either caused slock to be issued to oneor more of the Interested Parties; allowed one or more of the Interested Parties to exercise, sell orvest certain stock rights early; agreed to sell stock to the other lnterest Parties or those aligned withthe Interested Parties to create a favorable voting blockl and,/or awarded employment and money,among other things, to one or more oflhe Interested Parties in exchange for their director seats withthe purpose and intent of diluting the Common Stock; decreasing the rights of the common Srock,including to relegate the Common Stock to minority status, increasing the right of the preferred

Stock, including obtaining majority status for purpose of electing dircctor seats; voted on eachother's contracts while being an interested parly to the transaction at issue, and to deny the CommonStock shareholders of their rights.

6. In addition, the Interested Parties, further amended Maker's anicles of incorporatron,among other goveming documents, thereby changing the composition of rhe Board, diluting thepower and authority of Maker's common Stock shareholders, and bolstering the power, authontyand control of Maker's Preferred Stock shareholders over Maker's Board. The actions of theInterested Parties, who represented a majority of rhe prefened Stock shareholders and nowpurportedly represent a majority ofthe common Stock shareholders, were not permitted by Maker'sgoveming documents or law. Even worse, they appear to have been directed by Mr. DiSanto, andMaker's current purported "chairman of the Board," ynon Kreiz, for their own bnefit and at theexpense of Maker, Maker's shareholders, and Mr. Zappin.

THE PARTIES7. Plaintiff Scott Katz is an individual who resides in Los Angeles, California. He is a

cofounder of Maker and a holder of Common Stock.8. Plaintiff Derek Jones is an individual who resides in Los Angeres, califomia. He is

a cofounder of Maker and a holder of Common Stock.

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9. Plaintiff Will Watkins is an individual who reiides in Los Angeles, Califomia. Heis a cofounder of Maker and a holder ofCommon Stock

10. Plaintiff Daniel Zappin is an individual who resides in Los Angeles, Califomia. Heis a cofounder of Maker, has held various executive positions with Maker, from time to time was amember of Maker's Board, and is a holder of Common Stock.

11. Upon information and belief, Defendant Ben Donovan is an individual who residesin Los Angeles, Califomia. He was a cofounder of Maker and, at the time of the fraudulent and/orillegal activities alleged herein committed by him and/or which he aided and abetted the otherInterested Parties in committing, purported to be member of Maker's Board and held vanouspositions as an o{ficer of Maker.

12- Upon information and belief, Defendant Lisa Donovan is an individual who residesin Los Angeles, Califomia. She was a cofounder of Maker and, at the time of the fraudulent and./orillegal activities alleged herein committed by him and./or which he aided and abetted rhe otherInterested Parties' in committing, purported to be member of Maker's Board and held vanouspositions as an officer of Maker.

13. Upon information and belief, Defendant Ynon Kreiz is an individual who resides inCalifornia. He is the current purported Chairman of Maker's Board and, at the time of the fraudulentand/or illegal activities alleged herein committed by him and/or which he aided and abefted the otherInterested Parties' in committing, purported to be member of Maker's Board and held various otherpositions as an officer of Maker. Prior to Kreiz joining Maker, he was the chairman and cEo oEndemol worldwide Distribution, a Dutch-based entertainment programming company. Kreizresigned from Endemol in June 201I amid reports from insiders that there were issues with the wavhe ran the company and the decisions that he made, losing the support of many employees. Inaddition, it was alleged that Kreiz created serious debt issues within the company and forced rt gothrough a financial restmcturing. He also demanded and received a huge payout, which was allegedto upset stockholders. Kreiz appears not to be unfamiliar with controversy associated with hismanagement style, nor the lack of confidence by employees. Rather, Kreiz is continuing whatappears to have happened at Endemol at Maker; that is, a disruptive management style and approach

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that in the end serves his own personal financial interests above that ofanyone else.

14. Upon information and belief, Defendant Mark Suster is an individual who resides inCalifornia. At the time of the fraudulent and/or illegal activities alleged herein committed by himand./or which he aided and abetted the other Interested Parties' in committing, he purported to bemember of Maker's Board.

15. Upon information and beliei Defendant Dana Settle is an individual who resides rnCalifomia. At the time of the fiaudulent and/or illegal activities alleged herein committed by herand/or which she aided and abetted the other Interested Parties' in committing, she purported to bemember of Maker's Board.

16' Upon information and belief, Defendant Rachel Lam is an individual who resides inCalifomia. At the time of the fraudulent and/or illegal activities alleged herein commirted by herand/or which she aided and abetted the other Interested Parties' in committing, she purported to bemember of Maker's Board.

17- upon information and belief, Defendant Michael DiSanto is an individual whoresides in Califomia. At the time ofthe fraudulent and/or illegal activities alleged herein, purportedto be legal counsel for, among others, Daniel Zappin, the Interested parties and Maker and heldvarious positions as an officer of Maker including that of Chief Operating O{ficer at all relevanttimes.

18. Upon information and belief, GRP Partners L.P. Isa Delaware Limited Partnership.It owns certain shares of Maker stock and is the agent and alter-ego of and doing business as, GRpIII, L.P., a Delaware Limited Partnership; GRP III partners, L.p., a Delaware Limited partnership;

GRP IV, L.P., a Delaware Limited Partnership; GRp IV partners, L.p., a Delaware LimitedPadnership; GRP III Investors, L.P., a Delaware Limited partnership who also own certain(collectively "GRP"), who each, at the time ofthe fraudulent and/or illegal activities alleged hereincommitted by it and/or which it aided and abetted the other Interested Parties' in committing, ownedcertain shares of Maker stock.

19. Upon information and beliei Mida Holdings California, Inc. (..Mida Holdings") isa California corporation. At the time of the fraudulent and/or illegal activities alleged herein

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committed by it and/or which it aided and abetted the other Interested Parties' in committing, itowned certain interest in Maker stock.

20. Upon information and belief, Angulo Ventures II, Ltd. is an offshore entityincorporated in the Isle of Man and is wholly owned, controlled, operated by, and the agent and alterego of Ynon Kreiz. At the time of the fraudulent and./or illegal activities alleged herein committedby him and,/or which he aided and abetted the other Interested Parties' in committine. it ownedcertain interest in Maker stock-

2l- Plaintiffs do not know the true names and capacities, whether individual, corporare,associate, or otherwise, of Does I tlrough 50 and, therefore, sues said Doe Defendants by thosefictitious names. Plaintiffs are informed and believe, and based thereon allege that each of the DoeDefendants was intentionally, negligently, or in some other manner the cause, or contributing causeol or,-otherwise responsible for the events and happenings alleged in this complaint and forPlaintiffs' injuries and damages. Plaintiffs will amend this complaint to allege the true names andcapacities of each such Doe Defendant, together with such additional allegations as may beappropriate, when their names, capacities, and the nature oftheir involvement have been ascertained.

22 Upon information and belief, each of the defendants was or is the co-conspiraror,partner, joint venturer, director, officer, managing agent, employer, employee, principal, agent,representative and alter ego of each of the other defendant and in connections with the conductalleged here, was acting with the scope of such capacities and with the authorization, consenlcontrol, direclion, knowledge, and ratification of the other defendants. The defendants arevicariously and jointly and severally liable for the damages claimed herein.

NOMINAL DEFENDANT23. Nominal Defendant Maker Studios, lnc. is a califomia comoration with its

principal place ofbusiness in Los Angeles County, Califomia.

VENUE24. Venue is proper in the superior court of california, county of Los Angeles under

Code of Civil Procedure $ 395 because the wrongful acts that are the subject ofthis action took placein this judicial district, and the obligations and liability that are the subiect ofthis action arise in this

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DEMAND

ln light ofthe factual allegation contained herein, Plaintiffs did not make a demandon Maker's Board to bring an action on the derivative claims herein because such a demand wouldbe fuiile. Each ofthe directors on Maker's Board, except for Zappin, are named defendants in thisaction and each ofthem, individually and collectively, hatched and orchestrated the scheme allegedherein. Accordingly, each of those directors is an interested party to the transactions underlying thederivative claims and, therefore, none are independent. These facts establish the futility of anydemand. Moreover, on information and belief, Maker's Board has formed a special litigationcommittee, which makes any demand unnecessary.

GENERAL ALLEGATIONS

Upon information and belief, Maker was founded in and around June 19. 2009 andfiled articles of incorporation ("Original Articles") with the Califomia Secretary of State on thatdate. The Original Articles did no1 create a board of directors. However, Maker's First AmendedArticles created a board ofdirectors and set the number of members at five (5), with three (3) slots tobe elected by the Common Stock shareholders, one slot to be elected by the preferred Stockshareholders, and the last slot elected jointly by Common and Prefened Stock shareholders. UnderMaker's Second Amended Articles, there were still five (5) board members, but common stockshareholders elected three (3) and Prefened Stock shareholden elected two (2). The Third AmendedArticles added a sixth member to the board, with common Stock shareholders electing four (4)members and preferred holders electing two (2). The Fourth Amended Articles, filed with thecalifomia secretary of state on or about December 10, 2012, added a seventh member to the board,with common Stock shareholders electing four (4) members, including one (l) nonemployeedirector, Series A and B Preferred Stock shareholders electing two (2), and Series C preferred Stockshareholders electing one (1).

27. upon information and belief, as of December 10,2012, the directors representingthe common Stock shareholders were Daniel Zappin, Lisa Donovan, Ben Donovan and ynon Kreizwho was one non-employee director, and the preferred Stock Series A, B and c were represented by

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Mark Suster, Dana Settle and Rachel Lam, respectively.

28. Upon information and belief, the venture capital firms that invested in Maker, GRp(represented on the board by Mark Suster), Greycroft (represented on the Board by Dana settle) andTime wamer Investment (represented on the Board by Rachel Lam) (collectively, "VCs") wereunhappy with their inability to control lhe company as a result of the existing methodology forelecting directors as set forth in Makers' articles of incorporation whereby the common Stockshareholders were able to select a majority of the directors on the Board. Specifically, among otherthings, the VCs wanted to rapidly create a "liquidity event" so that they could sell Maker and obtainsignificant retums on their investments inespective ofthe best interests of Maker.

29. Upon information and belief, Kreiz, a former CEO of other large media companies,was dissatisfied by just being a Board member and wanted to become the CEO of Maker and touteoto suster, Senle, and Lam ("vc Board Members") that he could turn Maker into a $1,000,000,000company in three years; but, in order to do so he, would need to be assured, among other things, thathe could not be fired from his position ofCEO should the VC Board Members be able to secure sucha position for him.

30. Upon information and belief, Kreiz and the vc Board Members along with DiSantoand Lee orchestrated a plan whereby they would approach holders of significant common Stock,i.e., Lisa and Ben Donovan, to conspire to create a scheme whereby together, the Interested parties

would agree to use their collective power to line their pockets with Maler's assets, mislead and lieto Mr. zappin, Maker's then cEo about their intentions, cover up their..scheme", and intentionallywit}hold documents from Mr. Zappin to control corporate activity.

31. Indeed, the Interested Directors, including the VC Board Members, fraudulenrly,and in a transparent breach ofall their fiduciary duties, including those ofcare and loyalty they owedto Maker and its shareholders, entered into a series of quid pro quo agreemenrs, includingemployment agreements, whereby they either caused stock to be issued to one or more of theInterested Panies; allowed one or more oflhe Interested Parties to exercise, sell or vest certain stockrights early; agreed to sell stock to the other Interest Parties or those aligned with the InterestedParties to create a favorable voting bloc; and awarded employment and money, among other lhings,

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to one or more of the Interested Parties in exchange for their director sats with the purpose andintent of diluting the Common stock; decreasing tle rights of the common Stock, including torelegate the Common Stock to minority status, increasing the right ofthe Prefened Stock, includingobtaining majority status for pwpose ofelecting director seats; and vote on each other's contracts.

32. Upon information and belief, Maker entered into employment ag.eements withmany of its employees including Lisa Donovan, Ben Donovan, and ynon Kreiz.

33. Upon information and belief, Lisa Donovan's employment agreement provides: (1)the titl co-Founder reporting directly to the cEo; (2) base salary; (3) a discretionary bonus; (4)right to early exercise up to 50olo of unvested stock common stock; (5) waiver ofsecond tranche ofa loan; and (6) the right to sell over I million shares ofCommon Stock.

34. upon information and berief, Ben Donovan's employment agreement provides: (l)the title co-Founder President of Talent, reporting directly to the cEo; (2) base salary; (3) adiscretionary bonus; (4) right to early exercise up to 5004 of unvested stock common; (5) waiversecond tranche ofa loan; and (6) the right to sell over half a milrion shares ofstock.

35. Upon information and belief, Kreiz's employnent agreement with Maker provides,in relevant part: (l) title of Executive Chair ofthe Board, effective funrnediately, and CEO, effectiveafter start date i.e., after Kreiz gets a work visa and moves his famiry to Los Angeles; (2) a boardseat; (3) base salary; (4) grant ofover one r,000,000 shares ofcommon; and (5) a bonus ofan optiongrant of over 4,000,000 shares of Common Stock.

36. Lisa and Ben Donovan put their interests above those they had duties andobligations to represent i.e., the common Stock shareholders. By way of example, Lisa and BenDonovan obtained lucrative employnent agreements for themselves as wel as other personalbenefits in exchange for voting in favor on Kreiz's

mployment agreement and se ing theircommon Stock shares in order to dilute the value purpose and intents of the common Stockshareholders. In sum, Lisa and Ben Donovan effectively sold their Board seats and the commonStock for their own personal self interest and gain. Moreover, they did so in secret.

37. upon information and belief, on May 10, 2012, by unanimous written consent, theBoard approved the issuance of 1,058,930 shares ofrestricted Common Stock with Maker,s standard

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vesting schedule and vesting commencement date of May 10,2012.

38. Upon information and belie{ on July 23, 2012, by unanimous written consent, theBoard approved the issuance of equity grants. Among other grants, DiSanto was granted 200,000shares of restricted common Stock with Maker's standard vesting schedule and vestingcommencement date of Jme l, 2012.

39. Upon information and belief, on December 10, 2012, the Board approved theissuance of Prelbned Series c Stock and the series c Stock purchase Agreement resulting inGreycroft Partners II and GRP III owning 8.80% and 8.59%; Kreiz's (through Angulo ventures)owning .49% and Time Wamer owning 54.78% of that stock class.

40. Upon information and belief, on April 16,2013, the Board approved a grant o1,200,000 common Stock options to Disanro, but Disanto agreed to take 300,000 shares ofrestricted stock instead of options in order to further dilute the pool of Common Stock shareholdersin order to prevent the Common Stock shareholders from block their .,scherne".

41. Upon information and belief, DiSanto's option grant was revised to 600,000 shares.42. Upon information and belief, on May 3,2013 the Board approved Mr- Zappin's

separation agreement. Amo4g other things, Zappin's separalion agreement provided him with: (l)an option grant for 60,000 shares at s.87 per share; and (2) an opportunity to sell up to 1.6 millionshares of Common Stock.

43. Upon information and belief, on May 3, 2013, the Board approved Kreiz'semployment agreement, which provided him wirh: (l) a grant of shares of common Stock; (2) anoption grant of shares of Common Stock.

44. upon information and belief, on the same day, the Board approved Lisa and BenDonovan's employment agreements, which provided for them with the right to sell over 2 millionshares of common Stock, combined, to Mida Holdings. The employment agreements also providethe right to immediately exercise 500/o of all unvested shares ofstock, which right both Lisa and Benexercised.

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Common Options Series A Series B Series CZappin 3,588,956 61,909Ben I,859.862 33 5 .138Lisa 1.216.945 258,055Ynon 2.509.180 4,707,148 289,820 57 .294DiSanto 1.000.000 600.000Holt 1 . 8 5 8 . 1 5 0Crevcroft 22s,680 3,467,790 2.90t.220 qqs qo{GRP 225.680 3.467,190 2,901,220 1.306.601TimeWamer

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45' Upon information and belief, the foregoing and following acts were committed inthe course of scheming Lo squeeze out and strip the Common Stock shareholders of their majoritystatus and in connection with each of these action the Interested Parties had a duty to, but failed todisclose to Zappin and all other affected shareholders the purpose, and effect of the agreements theyentered into, written or otherwise.

46. Upon information and belief, the employment agreements with Lisa and BenDonovan were a critical part of the scheme to oust zappin flom Maker and strip the rights of thecommon Stock shareholders. Specifically, the right to sell 2,100,000 shares of common stock toMida Holdings combined with the simultaneous immediate vesting of 5070 of all unvested shares ofstock ensured that significant control of the Common Stock remained in the hands ofpeople adverselo Zappin, namely, Lisa Donovan, Ben Donovan, and Mida Holdings.

47. Upon information and belief, tl'ough these agreements, Lisa and Ben Donovanmade millions of dollars through the sale of their common Stock, but the share of common stockcontrofled by Lisa Donovan, Ben Donovan, and Mida Holdings reduced by only 2o/o - from 33.23yopre-sale to 31% post sale. At the same time, the Board waived Maker's right of first refusal topwchase Lisa and Ben Donovan's stock, ensuring that the stock would fall into the hands of thoseadverse to Zappin and other common Stock shareholders whom they had prearranged to purchasethese shares. Lisa and Ben Donovan put their interests above those they had duties and obligationsto represent i.e., the common Stock shareholders. By way of example, Lisa and Ben Donovanobtained lucrative employment agreements for themselves as well as other personal benefits in

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exchange for voting in favor on Kreiz's employment agreement and selling their Common Stock

shares in order to dilute the value, purpose, and intents of the Common Stock shareholders- In sum,

Lisa and Ben Donovan effectively sold their Board seats and the Common Stock for their own

personal self interest and gain. Moreover, they did so in secret.

48. At the same time, Mr. Zappin's separation agreement provided him with the right to

sell 1,600,000 shares of Common Stock. Mr. Zappin, as a result of the tumult sunounding his

position initially felt compelled to sell certain of his shares in Maker; however, when he informed

DiSanto he may not sell any shares, he was forcefully told thal he had to sell at least 600,000 shares

or he would not get favorable treatment from the board. Moreover, DiSanto and the Interested

Parties secretly kept their "scheme" from Mr. Zappin, and in fact, stated that had Mr. Zappin known

oftheir "scheme", he would not sign the separation agreement.

49. Upon information and belief the DiSanto and other Interested Parties required

and/or tricked Mr. Zappin to sell at least 600,000 shares of his Comrnon Stock in an atrempt tofurther dilute his sharc of Maker's Common Stock.

50. Indeed, Zappin sold 600,000 shares of Common Stock to GRP III, reducingZappin's control of Common Slock to 2l.47yo and increasing GRP III's control to 4.99/o.

51. Upon information and belief, at the same time, the Board accelerated the vesting ofkey Common Stock shareholders' rmvestd stock. In addition, to the acceleration of Lisa and BenDonovan's unvested common Stock discussed above, it appears that the Board accelerated thevesting of Kreiz's and Disanto's restricted common shares, which were originally issued withMaker's standard 4-year vesting schedule. Upon information and beliel the Board's accelerationthese vesting rights resulted in granting Kreiz's control of 15.01% of the common Stock andDiSanto's control of 5.98% ofthe sarne.

52. Upon information and belief, thus, the Interested Parties went from controllins39.03% of Common Stock to controlling 58.6% of rhe Common Stock.

53. Upon information and belief, in addition to the above, the Board approved a limitedguaranty in favor of Lisa and Ben in connection with the sale of tbeir common stock to MidaHoldings in exchange for Lisa's and Ben's waiver, on behalfofall cor non shareholders, of certain

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nominating and election rights of common directors to the Board; without the CommonShareholders ' knowledge. Lisa and Ben Donovan's purported waiver had the effect of transferringthe right lo designate common directors to the Board under the 2012 voting Agreement from themajority of common Stock held by all holders to the majority of shares held the Key Holders. Inconnection with the 2012 Amendments to that agreement, discussed below, this had the effectstripping the Common Stock shareholdets' ability to elect any Common Director.

54. Upon information and belief, as discussed above, on May 3, 201J, the Boardapproved the 2013 Amendment to the voting Rights Agreement. The amendment provided that: (l)the Key Holden, owning a majority of Key Holder shares of common Stock, may designate twocommon directors, initially Lisa Donovan and Mr. Zappin; (2) in any election for an IndependentDirector, the majority holders of Preferred Stock may designate such a director, subject to theapproval of I Common director; and (3) the majority holders of Preferred Stock shall elect the CEOdirector. The amendment also added DiSanto as a kev holder.

55. Upon information and belief, this amendment combined with the accelerationDisanto's 1,000,000 shares of common stock, wrested majority control ofthe common shares heldby Mr' Zappin and the Common Stock shareholders and transferred it to the Lisa Donovan, BenDonovan and Disanto cabal. Indeed, prior to adding Disanto as a Key Holder, Zappin controlledapproximately 3,600,000 shares of the approximately 6,665,000 shares of common Stock hetd by allthe Key Holders. But after adding DiSanto as a Key Holder and accelerating his shares, zappin's3.6 million shares controlled less than half of the 7.65 million shares now.held by all the KeyHolders.

56. Upon information and belief, under the 2012 voting Agreement, the removal ofadirector, except for cause, can only be effected by those entitled to elect that director. Accordingly,although the 2012 Amendment named Zappin as a director, the Lisa Donovan, Ben Donovan, andDisanto cabal could remove him at any time withour cause by voting together to do it. This appearsto precisely be the intended effect of the 2013 Amendment; thus, the naming of Mr. Zappin as adirector was designed as a ruse to get Mr. Zappin to go approve the 2013 Amendment, which he did.

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57. Finally, the Board approved the Fifth Amendment Articles on May 3,2013. Allclasses of shareholders, including Zappin, also appear to have approved those amendments. Theamendments radically changed the cornposition of the Board. Specifically, they reduced thecommons seats from 4 to 2; increased the "preferred seats" by 2, with preferred Series A, B & Cvoting together to elect the seats; and kept the 2 seats elected by Preferred Series A and B togetherand the I seat elecled by Prefered Series C. These amendments thus transferred conhol of theBoard from the common to the preferred shareholders.

58. Mr. Zappin was fraudulently induced to approve these amended articles. But, uponinfomation and belief, even without Zappin's approval, it appears that there existed enoughcommon stock votes to approve them. This, too, is part ofthe scheme to oust zappin and deprivethe Common Stock shareholders of their majority rights.

59. Upon information and belief, on or about June 22, 2013 the relevant InterestedParties conspired to, and purportedly did, vote to remove Mr. Zappin from the Maker Board with avote in which a an alleged majority of Makers Key Holders and common Stock shareholders. Thevote was obtained through a lack ofdisclosure.

60. Upon information and belief, the Certificate of Amendment of Maker's Articlesindicates that a majority of the 14,258,368 shares of common Stock voted to approve theamendments. The number of shares of oulstanding Common Stock indicated on the certifrcate doesnot match the actual number of outstanding shares o such stock. It is thus plain that the statednumber of outstanding shares on the Certificate is misstated in furtherance of the Interested Parties'scneme.

6l- upon information and belief, DiSanto represented both zappin and Maker as theirattomey and, as a result, owed both the highest duties of fidelity and honesty but failed to obtain therequisite consent or waiver from either of these conJlicted clients.

62. Mr. Zappin sought legal advice fiom DiSanto, and DiSanto repeatedly providedlegal advice to Zappin and told Zappin to trust him. But Disanto provided negligent legal advice toZappin- Despite knowing about, and in fact being complicit in the Interested parties, scheme,DiSanto advised him to sign the separation agreement with Maker. Upon information and belief,

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Mr. DiSanto was appointed by the Interested Parties to act as the "handler" for Mr. Zappin to ensurethat, based on DiSanto legal advice, Mr. Zappin would not question t}re activities in furtherance othe Interested Parties Scheme but would instead acquiesce to lhe same.

63. Upon information and belief, believing that he was either to be excluded from theInterested Parties Scheme or so that he may further gain the trust of Mr. Zappin, DiSanto created andcaused to be executed by all parties thercto an agreement whereby DiSanto replaced Kreiz as adirector elected by the Common Stock. Thus, in the event the scheme of the Interested parties wmfoiled, he would be aligned with the majority Common Stock shareholders.

64. Upon information and beliel LKP simultaneously acted as "special counsel" to theBoard, as well as GRP (a preferred shareholder) and then later expanded its representation to includeMaker without obtaining the requisite consent or waiver from any ofthese conflicted clients. LKpplaced GRP interests above that of Maker. In addition, LKP acted as special counsel to the Board;bul yet, acted in secret and adverse to the Board's interests. Further, as set forth above. it wascomplicit in the scheme ofthe Interested parties.

FIRST CAUSE OF ACTION

(Breach of Fiduciary Duty)(Direct claim by PlaintiffZappin Against All Defendants and Does l-50, excluding Nominal

Defendant Maker)65' Plaintiff Daniel Zappin hereby incorporates by reference each and every allegation

contained in paragraph I to 64 as ifset forth in full herein.66. By reason of their positions as directors, officers, and/or fiduciaries of the Company

and because of their ability to control the business, corporate and financial affairs ofthe Company,each of the defendants owed the Company and its shareholders the duty lo exercise due care anddiligence in the management and administmtion of the affairs of the Company and in the use andpreservation of its property and assets; the duty of loyalty, to put the interests of the Company abovetheir own personal and financial interests; and the duty of candor, including fulr and candiddisclosure of all material facts related thereto.

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61. Upon information and belief each ofthe individual defendants breached their fiduciary

duties to Mr. Zappin by entering into a series of quid pro 4rro agreements, including employmentagreements, whereby they either caused stock to be issued to one or more of the Interested Parties;

allowed one or more of the Interested Parties to exercise, sell or vest certain stock rights early;agreed to sell stock to the other Interest Parties or those aligned with the Interested Parties to create afavorable voting bloc; and awarded employment and money, among other things, to one or more ofthe lnterested Parties in exchange for their director seats with the purpose and intent of diluting theCommon Stock; decreasing the rights of the Common Stock, including to relegate the CommonStock to minority status, increasing the right of the Prefened Stock, including obtaining majoritystatus for purpose ofelecting director seats; and voting on each other's contracts.

68. Upon information and belief all defendants failed to provide the required disclosureto Zappin.

69. As a direct and proximate result of each defendants' actions, Mr. Zappin has beendamaged individually in an arnount to be proven at trial.

70. Upon information and beliel the actions of the Individual Defendants have beenand continue to be malicious, oppressive and willful, and engaged in with conscious disregard forMr. Zappin's rights, thus justifuing an award of punitive and exemplary damages.

SECOND CAUSE OF ACTION

(Breach of Fiduciary Duty)(Derivative Claim by Atl Plaintiffs Against All Defendants and Does l-50)

71. Plaintiffs hereby incorporate by reference each and every allegation contained inparagraph I to 70 as if set forth in full herein.

72. By reason of their positions as directors, officers, and./or fiduciaries ofthe Companyand because of their ability to control the business, corporate and financial affairs of the Company,each of the defendants owed the Company and its shareholders the duty to exercise due care anddiligence in the management and administration of the affairs of the company and in the use andpreservation of its property and assets; the duty of loyalty, to put the interests of the company above

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COMPLAINT

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their own personal and financial interestsl and the duty of candor, including firll and candid

disclosure of all material facts related thereto.

73. Upon information and belief each of the individual defendants breached theirfiduciary duties to Maker by entering into a series of quid pro quo agreements, includingemployment agreements, whereby they either caused stock to be issued to one or more of theInterested Parties; allowed one or more of the lnterested Padies to exercise, sell or vest certain stockrights early; ageed to sell stock to the other Interest Parties or those aligned with the lnterestedParties to create a favorable voting bloc; and awarded employment and money, among other things,to one or more of the Interested Padies in exchange for their director seats with the purpose andintent of diluting the common Stock; decreasing the rights of the common Stock, including torelegate the Common Stock to minority status, increasing the right ofthe Preferred Stock, includingobtaining majority status for purpose ofelecting director seats; and voting on each other's contracts.

74. Upon information and belief all defendants failed to provide the required disclosureto Maker's shareholders.

75. As a direct and proximate result of each defendant,s actions, Maker has beendamaged in an amount to be proven at trial.

76. Upon information and belief, the actions ofeach defendants has been and continuesto be malicious, oppressive and willful, and engaged in with conscious disregard for Maker's rights,thus justiffing an award ofpunitive and exemplary damages.

THIRD CAUSE OF ACTION

(Constructive Fraud)(Direct claim by Zappin Against All Defendans and Does 1-50, excluding Nominal Defendant

Maker)77. Plaintiffs hereby incorporate by reference each and every allegation conlained in

paragraph I to 77 as ifset forth in full herein.

78. By reason of their positions as directors, officers, and/or fiduciaries ofthe Companyand because of their ability to control the business, corporate and financial affairs of the Company,each of the defendants owed the Cornpany and its shmeholders the duty to exercise due care and

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diligence in fie management and administration of the affairs of the company and in the use andpreservation of its property and assts; the duty of loyalty, to put the interests of the company above

their own personal and financial interests; and the duty of candor, including full and candiddisclosue ofall material facts related thereto

79. Upon information and belief, each ofthe individual defendants entered into a senesof quid pro quo agreements, including employment agreements, whereby they either caused stock tobe issued to one or more of the Interested Parties; allowed one or more of the Interested Parties toexercise, sell or vest certain stock rights early; agreed to sell stock to the other Inlerest Parties orthose aligned with the Interested Parties to create a favorable voting bloc; and awarded employmentand money, among other things, to one or more of the Interested parties in exchange for theirdirector seats with the purpose and intent of diluting the Common Stock; decreasing the rights ofthecommon stock, including to relegate the common stock to minority status, increasing the rightthe Prefened Stock, including obtaining majority satus for purpose of electing director seats; andoust Mr. Zappin as Maker's CEO.

80. Each of the defendants breached their fiduciary duties by engaging in the foregoingaction and concealed material facts and made material misrepresentations il connection with theforegoing actions to Zappin, other Common Stock shareholders and Maker. Defendants concealedthe facts in order to obtain Zappin and the other Comrnon Stock shareholders acquiescence todefendants' scheme and had Zappin known the true intents of defendants, he would have taken steps.including seeking reliefto stop those actions.

81. As a direct and proximate result of each defendant's actions, Zappin has beendamaged in an amount to be proven at trial-

82. Upon information and belief, the actions ofeach defendants has been and contrnucsto be malicious, oppressive and willful, and engaged in with conscious disregard for Zappin's rights,thus justifoing an award ofpunitive and exemplary damages.

COMPLAINT

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FOIIRTH CAUSE OF ACTION

(Con structive Fraud)(Derivative Claim by All Plaintiffs Against All Defendants and Does l-50)

83. Plaintiffs hereby incorporate by reference each and every allegation contained inparagraph I to 82 as if set forth in firll herein.

84' By reason of their positions as directors, oflicers, and./or fiduciaries ofthe Companyand because of their ability to control the business, corporate and financial affairs of the Company,each of the defendants owed the Company and its shareholders the duty to exercise due care anddiligence in the management and administration of the affairs of the Company and in the use andpreservation ofits property and assets; the duty of loyalty, to put the interests ofthe company abovetheir own personal and financial interests; and the duty of candor, including ftll and candiddisclosure ofall material facts related thereto

85. Upon information and belief, each ofthe individual defendants entered into a seriesof quid pro q o agreements, including employment agreements, whereby they eirher caused stock tobe issued to one or more of the Interested Parties; allowed one or more ofthe Interested parties toexercise, sell or vest certain stock rights early; agreed to sell stock to the other Interesl Parties orthose aligned with the lnterested Parties to create a favorable voting bloc; and awarded employmentand money, among other things, to one or more of the Interested parties in exchange for theirdirector seats with the purpose and intent of diluting the Common Stock; decreasing the rights ofthecommon stock, including to relegate the common stock to minority status, increasing the right ofthe Preferred Stock, including obtaining majority status for purpose of electing dhector seats; andoust Mr. Zappin as Maker's CEO.

86. Each of the defendants breac