FILED: NEW YORK COUNTY CLERK 05/09/2011

and agreed to provide certain services (i) to enable Gate Five to develop the game, and (ii) to
promote the game.
96. Ms. Carter purported to terminate the Agreement and revoke the license, pursuant
to Section 6(b)(v), which permits either party to terminate if Gate Five fails to obtain “committed
financing or additional capital” in the amount of $5 million by November 15, 2010.
97. Ms. Carter had no right to terminate the Agreement pursuant to Section 6(b)(v)
because Gate Five had already obtained “committed financing or additional capital” in excess of
$5 million by November 15, 2010.
98. Ms. Carter also had no right to terminate the Agreement pursuant to Section
6(b)(v) because she waived that provision, through her own actions and statements and those of
her agents, indicating that she was continuing with the project.
99. Ms. Carter also had no right to terminate because Gate Five relied to its detriment,
by incurring millions of dollars in fees and expenses, on her and her agent’s actions and
statements indicating she was continuing with the project.
100. Ms. Carter’s purported termination of the Agreement pursuant to Section 6(b)(v)
thus constituted a breach.
101. Gate Five has performed all of its obligations under the Agreement.
102. As a result of Ms. Carter’s breaches, Gate Five was unable to complete the
development of Starpower: Beyoncé and its sequels, or to market and sell them, as contemplated
under the Agreement.
103. Gate Five has been injured by Ms. Carter’s conduct in an amount to be
determined at trial.
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