FILED: NEW YORK COUNTY CLERK 05/09/2011

dozens of pages of design and creative material that Mako sent her on an iPad, providing Mako
with her own handwritten notes and comments. She also personally reviewed and approved the
press release for the game, as well as an internet “splash” page for fans to look at following the
planned public announcement. Later, on Saturday, November 20, she spent five hours with
Mako’s creative director in person in New York City discussing at length the creative and design
aspects of the game. Ms. Carter never once disclosed that she believed November 15 had passed
with no “committed financing,” or that she might wish to end her involvement in the project on
that basis. To the contrary, she personally selected eleven of her most popular songs to feature in
the game, including the mammoth-selling “Single Ladies (Put a Ring on It),” “Crazy in Love,”
and “Get Me Bodied.” She even invited Mako’s creative director to join her in Australia for
“several days”—where she would soon be vacationing—to further discuss choreography and
design issues.
63. Meanwhile, relying on Ms. Carter to act in good faith in finalizing the Alcon
documents, Gate Five, with Ms. Carter’s knowledge, instructed Mako to keep the 70 person
development team working on Starpower: Beyoncé at full capacity throughout the month of
November.
64. After a month of drafting, the various financing contracts and the Warner
Brothers distribution deal were completed on December 2. That night, a senior executive of
Alcon called BDJ’s President to congratulate him on having finalized the deal. On Friday,
December 3, execution versions began to be circulated to the parties, and payment instructions
were sent to Alcon, which was set to wire the first tranche the following Monday.
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