FILED: NEW YORK COUNTY CLERK 05/09/2011

performance by BI of all terms of the Agreement” and that “Gate Five may proceed directly
against me” for any breach or default by BI.
34. The Agreement is governed by New York law, and the parties agreed to submit to
the jurisdiction of New York courts to resolve any dispute arising from it.
35. The parties also executed a Limited Liability Company Agreement for Gate Five
(the “LLC Agreement”), dated June 15, 2010. The LLC Agreement gave BDJ a 57% interest
in the company. In consideration for the services to be provided under the Agreement,
Ms. Carter was granted a 40% interest, and Music World 3%. The LLC Agreement also
provided that Gate Five owns the intellectual property created for the game and any sequels.
36. In the press release for the game that she prepared in November 2010, Ms. Carter
praised her contractual arrangement with Gate Five as a “revolutionary arrangement in the
gaming world” in that “Beyoncé is an equity partner in the venture,” and thus “vested in the
development of the intellectual property and the company.” Ms. Carter’s representatives had
specifically negotiated for a structure that made her BDJ’s true partner in commercializing the
game rather than simply a celebrity lending her name to someone else’s product. Ms. Carter’s
desire for this elevated role in the project made it even more shocking when, months later, she
abruptly pulled out of the project in breach of the Agreement.
Gate Five Explores its Financing Options
37. In the summer of 2010, Gate Five and Mr. Knowles presented the game to dozens
of potential investors all over the country to determine what kind of financing options would be
available. One thing was abundantly clear: Gate Five would have no problem obtaining
financing. Financiers could easily see what an excellent game Gate Five had and the huge
market advantage it enjoyed because of its early access to the revolutionary new technology.
PC Law # 15232 12