FILED: NEW YORK COUNTY CLERK 05/09/2011

Nonetheless, even after her betrayal of trust and Alcon’s withdrawal, Gate Five still tried to
continue the project with Ms. Carter. In an e-mail dated December 16, BDJ’s President told her
lawyer that Gate Five would accept her new demands and emphasized that if she would just
reaffirm the Agreement, “our existing investors”—meaning the bridge lenders—“are ready to
begin funding the project tomorrow.” He explained that “up to $3 million” in additional
financing (on top of the money BDJ had invested and the $2 million bridge loans) was
immediately available “to fund development through April 1,” which would “give us ample
opportunity to work with you to secure a mutually agreeable completion financing deal.”
78. Four days later, Ms. Carter’s lawyer responded in writing that Ms. Carter “has no
interest in moving forward ….” Once again, he made no mention of any concern about Gate
Five’s ability to raise financing.
79. With no Beyoncé, millions of dollars in debt to its bridge lenders, millions of
dollars in debt to its developers, and stuck with a Beyoncé-specific game that could not easily be
retooled for a new celebrity, Gate Five was forced to cease work on the project.
Ms. Carter Solicits Mako Employees for Her “New Company”
80. But while Ms. Carter wanted to abandon Gate Five, it now appears that she had
no intention of abandoning the increasingly profitable motion-driven video game business.
Rather, there is evidence that she still intends to work on a game that is like Starpower: Beyoncé,
and perhaps even a derivative of Starpower: Beyoncé. Text messages her creative director wrote
to Mako’s art director in late December confirmed that Ms. Carter still wanted to work on a
game and explained that she was looking to hire people who had worked on Starpower: Beyoncé.
He wrote:
PC Law # 15232 27