1 TODD M. LANDER (BAR NO.

173031)
[email protected]
2 JEFFREY S. GOODFRIED (BAR NO. 253804)
[email protected]
3 MATTHEW A. YOUNG (BAR NO. 266291)
[email protected]
4 FREEMAN, FREEMAN & SMILEY, LLP
1888 Century Park East, Suite 1500
5 Los Angeles, California 90067
Telephone: (310) 255-6100
6 Facsimile: (310) 255-6200

7 Attorneys for Plaintiff

GOOD SMILE CONNECT, LLC
8

9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

10 COUNTY OF LOS ANGELES, CENTRAL DISTRICT

11
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12 GOOD SMILE CONNECT, LLC, a Delaware Case No. 20STCV44737

limited liability company,
13 Assigned for All Purposes to the
(310) 255-6100

Plaintiff, Hon. Stephen I. Goorvitch, Dept. 39

14
vs. PLAINTIFF GOOD SMILE CONNECT,
15 LLC’s SECOND AMENDED COMPLAINT
Electronically Received 07/14/2021 04:00 PM

IMAGINARY PEOPLE, INC., a California FOR:

16 corporation; JAMES YOUNGSUK KIM, an
individual; GUY BRAND, an individual; 1. BREACH OF CONTRACT (KIM)
17 GRECIA DIAZ, an individual; MF, INC., a 2. BREACH OF CONTRACT (BRAND)
California corporation; and DOES 1-50, 3. BREACH OF FIDUCIARY DUTY
18 inclusive, 4. INTENTIONAL INTERFERENCE
WITH PROSPECTIVE ECONOMIC
19 Defendants. ADVANTAGE
5. UNFAIR COMPETITION
20 6. DECLARATORY RELIEF
7. BREACH OF CONTRACT (MF INC.)
21
Action Filed: November 20, 2020
22 Trial Date: August 16, 2022

23

24 Plaintiff GOOD SMILE CONNECT, LLC (“Good Smile” or Plaintiff”), a Delaware

25 limited liability company, complains of Defendants IMAGINARY PEOPLE, INC., JAMES

26 YOUNGSUK KIM, GUY BRAND, GRECIA DIAZ, and MF INC., and DOES 1-50, inclusive, as

27 follows:

28 ///

5025525.1 1
SECOND AMENDED COMPLAINT
 1 PRELIMINARY STATEMENT

2 1. This case derives from a brazen instance of corporate misconduct undertaken by

3 defendants James Youngsuk Kim, Guy Brand and Grecia Diaz, and the company they caused to be

4 formed to exploit Good Smile’s assets and goodwill for their personal benefit through their entities

5 MF, Inc. dba Imaginary People (“MF Inc”) and/or Imaginary People, Inc. (“Imaginary People”).

6 Kim, Brand and Diaz were fiduciaries of Good Smile, and they have—for months and through MF

7 Inc and Imaginary People—been engaged in a pattern of stealing and using Good Smile’s property,

8 employees, and trade secrets for their own economic gain. And that conversion and use of the

9 stolen property, employees, and trade secrets caused and continues to cause significant harm to

10 Good Smile. Imaginary People, for example, first stole proceeds, profits, and goodwill in regard to

11 a “Stranger Things: The Drive-Into Experience” that belong to Good Smile Connect (the “Stranger
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12 Things Project”), and then continued stealing Good Smile’s confidential and proprietary

13 information to fuel MF Inc and Imaginary People’s growth.

(310) 255-6100

14 2. The details of this scheme are sordid, but the basic facts are that while employed by

15 Good Smile, the individuals Kim, Brand and Diaz covertly formed Imaginary People as a

16 corporation for the purpose of competing with Good Smile, and using Good Smile’s resources,

17 infrastructure and personnel to do so, while each was employed by Good Smile. They concealed

18 from management their direct and/or indirect work for Imaginary People and wrongfully shifted the

19 profits, revenue, and goodwill from the Stranger Things Project to Imaginary People,

20 notwithstanding their undeniable duty to bring that business to Good Smile. Having now

21 discovered this conspiracy, Good Smile as the rightful owner of the Stranger Things Project, seeks

22 the proceeds, profits and goodwill arising from the contract as well as other corporate opportunities

23 usurped by Defendants in the sum of at least $2,000,000.00, jointly and severally, from Defendants

24 Imaginary People, Kim, Brand, Diaz and MF Inc.

25 PARTIES

26 3. Plaintiff Good Smile is, and at all relevant times was, a Delaware limited liability

27 company with its principal place of business located in Los Angeles, California.

28 / / /

5025525.1 2
SECOND AMENDED COMPLAINT
 1 4. Plaintiff is informed and believes and on that basis alleges that Defendant Imaginary

2 People is, and at all relevant times was, a California corporation with its principal place of business

3 located in Los Angeles, California.

4 5. Plaintiff is informed and believes and on that basis alleges that Defendant JAMES

5 SUKYOUNG KIM (“Kim”) is, and at all relevant times was, an individual residing in La

6 Crescenta, California.

7 6. Plaintiff is informed and believes and on that basis alleges that Defendant GUY

8 BRAND (“Brand”) is, and at all relevant times was, an individual residing in Venice, California.

9 7. Plaintiff is informed and believes and on that basis alleges that Defendant GRECIA

10 DIAZ (“Diaz”) is, and at all relevant times was, an individual residing in South Gate, California.

11 8. Plaintiff is informed and believes and on that basis alleges that Defendant MF, INC.
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12 is, and all relevant times was, a corporation with its principal place of business in Los Angeles,

13 California.
(310) 255-6100

14 9. Plaintiff is presently unaware of the identity of Defendants DOES 1 through 50,

15 inclusive, because its investigation of the matters relating to this Complaint is ongoing and its

16 identity has yet to be uncovered. Plaintiff is informed and believes that these fictitiously named

17 Defendants, and each of them, are responsible for some or all of the acts alleged in this Complaint,

18 and/or are participants in the scheme alleged below, and thus are wholly or partially responsible

19 for the damages Plaintiff has incurred in this matter. Plaintiff will, upon discovering the true

20 identities of these fictitiously named Defendants, amend this Complaint accordingly.

21 10. Plaintiff is informed and believes and thereon alleges that each of the Defendants

22 named herein was the agent, servant or employee of each of the other Defendants, and was acting

23 within and pursuant to such agency, authority and employment. Each of the Defendants is

24 responsible for the losses, damage and harm suffered by Plaintiff alleged herein.

25 11. Plaintiff is informed and believes and thereon alleges that each of the Defendants

26 named herein conspired and agreed among themselves to do the acts complained of herein and

27 were, in doing the acts complained of herein, acting pursuant to said conspiracy, and that each

28

5025525.1 3
SECOND AMENDED COMPLAINT
 1 Defendant sued herein is jointly and severally responsible and liable to Plaintiff for the damages

2 alleged herein.

3 12. Defendants Imaginary People, Kim, Brand, Diaz, MF Inc., and DOES 1 through 50

4 are hereinafter collectively referred to as “Defendants.” Defendants Kim, Brand and Diaz are

5 hereinafter collectively referred to as “Individual Defendants.”

6 JURISDICTION

7 13. The actions alleged in the Complaint occurred, were accomplished and/or had their

8 purposeful effect in the County of Los Angeles, State of California. This Court, therefore, has

9 jurisdiction over the maters alleged herein, in part, pursuant to Section 410.10 of the California

10 Code of Civil Procedure. Venue is proper in the County of Los Angeles, Central Division, pursuant

11 to Section 395 of the California Code of Civil Procedure

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12 FACTUAL BACKGROUND

13 A. Good Smile
(310) 255-6100

14 14. Good Smile Connect LLC (as defined above as “Good Smile” or “Plaintiff”) is a

15 manufacturer of hobby products, licensed pop-culture merchandise, figurines, apparel, headwear,

16 novelties, drinkware, bags, keychains, pins, and similar products. In addition to production and

17 manufacturing, its business includes design, marketing and distribution for wholesale and OEM

18 sales, and online direct to consumer sales. The business of Good Smile also includes website and

19 online shop development and design, Fan Forge, event design, and event management. Its

20 products are based on anime, manga or American movies, television shows, and comics that are

21 currently popular in the United States, such as characters from Marvel Comics, Nintendo games,

22 and any other pop culture phenomenon such as the Netflix show Stranger Things.

23 15. Important for this case, and as noted below, Plaintiff has a pre-existing relationship

24 with Netflix and has discussed with Netflix on multiple occasions managing events or creating

25 products for Netflix. Plaintiff had and still has the ability to manufacture items for Netflix,

26 including for its Stranger Things franchise, including: toys/games (collectibles, plush, skate

27 decks), apparel (tees, hoodies, sweaters, dresses), accessories (headwear, jewelry, socks), bags

28 (handbags, backpacks, wallets), bedding (comforters, throws, pillows), housewares & home decor

5025525.1 4
SECOND AMENDED COMPLAINT
 1 (mugs, cups). While employed at Good Smile, the Individual Defendants each knew firsthand that

2 Plaintiff can design, manufacture, and deliver Stranger Things products as they all took part in

3 prior contract discussions with Netflix.

4 16. Critical to Good Smile’s success is its ability to design and develop new product

5 and target new opportunities within pop culture to increase sales and market share. The company

6 invests substantial sums in product design and development and introduces hundreds of new

7 products each year. It also maintains a 12,300 square-foot warehouse in Los Angeles, California,

8 that houses dozens of employees who work exclusively for Plaintiff.

9 17. Good Smile additionally has invested substantial amounts to develop its business

10 methods and practices, including, without limitation, its marketing and advertising research, plans,

11 methods and processes; its business research and forecasts; its costs, budgets, pricing, credit terms,
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12 deal terms and finances; its manufacturing, distribution, and sales methods and processes; and its

13 inventory methods and processes. These represent a material part of the intellectual infrastructure
(310) 255-6100

14 of Good Smile and are highly valuable.

15 B. Defendants Brand and Kim Take Managerial Positions with Good Smile Connect

16 18. On or about April 1, 2019, Good Smile entered into that certain Asset Purchase

17 Agreement (the “Agreement” or “MF Agreement”) to acquire certain assets of MF, Inc. (“MF

18 Inc.” or “MF Defendant”). A true and correct copy of the Asset Purchase Agreement is attached

19 hereto as Exhibit A.

20 19. As part of the Agreement, Good Smile paid $1,000,000 to MF Inc. in order to

21 purchase certain assets defined in the Agreement (the “Purchased Assets”), including::

22 a. all accounts receivable related to the business (the “Business”) of hosting an

23 online fan-based community, including without limitation the website

24 operations at www.forfansbyfans.com and www.welovefine.com held by

25 Seller set forth on Disclosure Schedule 1.1(a) of the Agreement (“Accounts

26 Receivables”);

27 / / /

28 / / /

5025525.1 5
SECOND AMENDED COMPLAINT
 1 b. all net income arising out of Imaginary People’s contract with BANDAI

2 NAMCO Arts Inc. dated as of May 1, 2018, as set forth on Disclosure

3 Schedule 1.1(b) of the Agreement (“Net Income”);

4 c. Two Hundred Fifty Thousand Dollars ($250,000) of inventory, finished

5 goods, raw materials, work in progress, packaging, supplies, parts, and

6 other inventories (“Inventory”);

7 d. all open orders related to the Business set forth on Disclosure Schedule

8 1.1(d) of the Agreement;

9 e. all contracts set forth on Disclosure Schedule 1.1(e) of the Agreement (the

10 “Assigned Contracts”);

11 f. all furniture, fixtures, equipment, machinery, tools, vehicles, office

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12 equipment, supplies, computers, telephones, and other tangible personal

13 property as listed on Disclosure Schedule 1.1(f) of the Agreement (

(310) 255-6100

14 “Tangible Personal Property”);

15 g. all intellectual property, whether registered or unregistered, including the

16 trademarks, service marks, copyrights and website domain names set forth

17 on Disclosure Schedule 1.1(g) of the Agreement, databases, all patents,

18 social media accounts, designs, processes, studies, know-how,

19 methodologies, techniques, research and development information, artwork

20 and graphic designs, marketing, advertising and promotional materials and

21 any other intellectual property and/or trade secrets used in the Business,

22 including all license agreements associated with the Business (the

23 “Intellectual Property”);

24 h. all prepaid expenses set forth on Disclosure Schedule 1.4(b) of the

25 Agreement;

26 i. all of MF, Inc’s rights under warranties, indemnities, and all similar rights

27 against third parties to the extent related to any Purchased Assets;

28 / / /

5025525.1 6
SECOND AMENDED COMPLAINT
 1 j. all insurance benefits, including rights and proceeds, arising from or

2 relating to the Business, the Purchased Assets, or the Assumed Liabilities

3 (as defined in the Agreement);

4 k. originals or, where not available, copies, of all books and records, including

5 books of accounts, ledgers, and general, financial, and accounting records,

6 machinery and equipment maintenance files, customer lists, customer

7 purchasing histories, price lists, distribution lists, supplier lists, production

8 data, quality control records and procedures, customer complaints and

9 inquiry files, research and development files, records, and data (including

10 all correspondence with any federal, state, local, or foreign government or

11 political subdivision thereof, or any agency or instrumentality of such

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12 government or political subdivision, or any arbitrator, court, or tribunal of

13 competent jurisdiction (collectively, "Governmental Authority"), sales

(310) 255-6100

14 material and records, strategic plans and marketing, and promotional

15 surveys, material, and research ("Books and Records"); and

16 l. all goodwill and the going concern value of the Purchased Assets and the

17 Business.1

18 20. In connection with the MF Agreement, MF Inc.’s principals, Brand and Kim, were

19 given and accepted full-time employment as Vice Presidents with Plaintiff. True and correct

20 copies of the Employment Agreements (each, “Employment Agreement”) for both Brand and Kim

21 are attached to this Complaint, respectively, as Exhibits B and C.

22 21. In their respective Employment Agreement, both Brand and Kim agreed in

23 pertinent part that:

24 a. The title for their employment would be “Vice President” and they would

25 report to Plaintiff’s Board of Managers.

26
1
27 As part of the Excluded Assets under the Agreement, Plaintiff did not acquire the trademark for
Imaginary People. The trademark for Imaginary People is, therefore, not part of the Complaint.
28

5025525.1 7
SECOND AMENDED COMPLAINT
 1 b. Their employment would be “full-time position” requiring approximately

2 40 hours per week, for an annual salary of $200,000 each.

3 c. They were subject to a conflict of interest policy, which read: “While you

4 are employed at this Company, you will not engage in any other

5 employment, consulting or other business activity (whether full-time or

6 part-time) that would create a conflict of interest with the Company. By

7 signing this letter of agreement, you confirm that you have no contractual

8 commitments or other legal obligations that would prohibit you from

9 performing your duties for the Company unless with written consent &

10 verbal consent.”2

11 22. As noted above, commencing on or about April 1, 2019, Brand and Kim took on
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12 managerial responsibilities and exercised discretionary authority on behalf of Good Smile

13 Connect. They acted as full-time Vice Presidents of the company, and had fiduciary duties to act
(310) 255-6100

14 in the best interest of Plaintiff.

15 23. Indeed, Brand and Kim both executed acknowledgment of receipt of the Employee

16 Handbook, which provides in Section 2.3:

17 Employees working for the Company must at all times avoid any
clear or potential conflicts of interest. In other words, employees
18 must not engage in any relationships, activities, businesses, or other
situations which may conflict with the best interests of the
19 Company. Because of this policy, employees must take care to avoid
any situation which may even appear to be a conflict of interest.
20 Employees must disclose any conflicts, including those which may
just be potential conflicts, to the appropriate authority at the
21 company. Conflicts of interest include, but are not limited to,
situations where the employee is involved in a business directly
22 competing with the Company or situations where the employee uses
confidential or other secret information of the company.
23

24 / / /

25 2
The italicized portion of the policy was added in handwriting after the Employment Agreement
26 was prepared. It is believed that Brand and Kim added this language after-the-fact and it is
therefore void, but regardless, Defendants did not have written and/or verbal consent to start a
27 competing company and usurp any of the subject projects or contracts at issue in this case.
Moreover, the italicized portion for Kim states “written consent & verbal consent” while Brand
28 states “written or verbal consent.”

5025525.1 8
SECOND AMENDED COMPLAINT
 1 24. Brand and Kim also agreed to a confidentiality agreement in the Employee

2 Handbook, whereby they would not disclose Plaintiff’s confidential information with third parties.

3 25. Moreover, Brand and Kim each signed that certain Proprietary Information,

4 Innovations, Non-Disclosure, and Non-Solicitation Agreement (the “ND Agreement”). True and

5 correct copies of the ND Agreement for both Brand and Kim are attached to this Complaint,

6 respectively, as Exhibits D and E.

7 26. Under the ND Agreement, Brand and Kim, and each of them, agreed in Section 1:

8 During the period of Employee’s employment, Employee will

devote best efforts to the interests of Good Smile. While employed
9 by Good Smile, Employee will not engage in any activities
detrimental to the interests of Good Smile and will disclose any
10 potential conflicts of interest to Good Smile. Employee will refer to
Good Smile all clients or other business opportunities Employee
11 learns of as a result of services rendered as an employee for Good
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Smile. Employee further agrees that during the period of

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12 Employee’s employment with Good Smile, Employee will not,

without Good Smile’s prior written consent, directly or indirectly,
13 in any individual or representative capacity, engage or participate
(310) 255-6100

in any business that is in competition in any manner with Good

14 Smile, or engage in any employment, consulting, or other activity
which would conflict with Employee’s obligations to Good Smile.
15 Employee also agrees during the same period not to induce any
other employee or consultant of Good Smile to engage in any such
16 employment or activity. And Employee agrees during the same
period not to solicit any clients or potential clients of Good Smile
17 for services similar to those performed by Good Smile even if not
directly competitive with such services. Employee further agrees
18 that while Employee is employed by Good Smile, during Good
Smile’s normal business hours, Employee will devote Employee’s
19 entire productive time, ability, and attention to the business of Good
Smile.
20

21 C. Diaz, Kim, and Brand Usurped Corporate Opportunities for the Benefit of Themselves,

22 Imaginary People, and MF Inc.

23 27. Diaz, Kim, and Brand all previously worked together at MF Inc. when they joined

24 Good Smile as full time employees.

25 28. As the Head of Human Resources, Diaz was an integral part of Good Smile. For

26 example, Diaz prepared job offer letters to new hires. Diaz supervised the onboarding process for

27 new hires including intake documents. Diaz also managed the termination of employees, as well

28 as the exit interviews. Diaz was responsible for all employee records. Diaz had a direct

5025525.1 9
SECOND AMENDED COMPLAINT
 1 supervisory role with employees, and as noted below, abused that role by delegating Good Smile

2 employees to work on projects for Imaginary People and/or MF Inc. when they were supposed to

3 be working for Good Smile.

4 29. Moreover, Diaz had independent discretion as to employee scheduling, processing

5 time off requests, and investigating employee complaints. Diaz processed payroll for Good Smile,

6 and handled all cash deposits to the bank. Diaz managed cash flows for Good Smile, and was

7 responsible for making sure the company could make its payables and communicated with

8 customers regarding invoices as part of her responsibility for managing the company’s

9 receivables.

10 30. As noted below, Diaz affirmatively worked with Brand and Kim to keep the side

11 business and usurpation of corporate opportunities a secret from Good Smile, even writing to a
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12 vendor on August 6, 2020, “please do not email me here,” and another vendor on September 4,

13 2020, “Also, any MF related please email to the corresponding email. Lets keep it separate
(310) 255-6100

14 please.”3 All these communications were sent while Diaz was a full-time employee of Good

15 Smile, managing the accounts payables and receivables for Good Smile, and was the Head of

16 Human Resources for Good Smile.

17
D. Interference With Good Smile’s Corporate Opportunities and Revenue Streams
18
31. While Brand, Kim and Diaz were full-time employees of Good Smile Connect,
19
held managerial positions at Good Smile, and were subject to the terms of Employment
20
Agreements, and Employee Handbook, and ND Agreements, the Defendants interfered with,
21
misappropriated, and misused Plaintiff’s property and resources for the benefit of themselves.
22
Stranger Things Project
23
32. In February 2020, Good Smile and Netflix initially discussed Good Smile handling
24
merchandise sales for a Stranger Things temporary pop-up walk-through experience. Brand and
25

26

27 3
These emails are discussed below and attached as Exhibits I and J.
28

5025525.1 10
SECOND AMENDED COMPLAINT
 1 Kim were spearheading these discussions. Due to the Covid-19 pandemic, these plans were

2 cancelled.

3 33. In the Fall of 2020, Brand, Kim and Diaz used their exposure to Good Smile

4 development programs and the prior discussions with Netflix in regard to a Stranger Things

5 experience, to usurp Good Smile’s corporate opportunity and have Imaginary People and/or

6 Stranger Things enter into an agreement with Netflix to develop and/or create merchandise to sell

7 under the Stranger Things Project. In other words, Brand, Kim and Diaz, while employed by

8 Plaintiff, attempted to shift the profits and goodwill generated from the Stranger Things Project to

9 their competing company that they separately and secretly founded, own and/or control.

10 34. Brand, Kim and Diaz knew that Good Smile had the benefit of a licensing

11 agreement between its parent company Good Smile Company, Inc. (“GS Company-Japan”) and
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12 Netflix as to certain intellectual property, including but not limited to, the Stranger Things

13 franchise. GS Company-Japan is the Japanese parent and 100% owner of Good Smile Company
(310) 255-6100

14 US, Inc. (“GS Company-US”), which in turn, is the sole member and owner of Plaintiff Good

15 Smile.

16 35. The Individual Defendants would attend meetings with Netflix, and in regard to

17 Netflix, the Individual Defendants discussed the licensing deals and helped negotiate and finalize

18 deals on behalf of Good Smile with Netflix based on the licensing deal between GS Company-

19 Japan and Netflix. As such, the benefits of the licensing deal with Netflix ran down from GS

20 Company-Japan to GS Company-US to Good Smile Connect, LLC. Indeed, the Individual

21 Defendants highly encouraged Good Smile to utilize the parent’s existing license agreement in

22 making deals with Netflix and took the position that Good Smile had such license rights with

23 Netflix under the master license agreement.

24 36. That said, regardless of the Netflix licensing agreement, Plaintiff Good Smile has a

25 history of working with Netflix on projects involving their intellectual property and/or brand. As

26 noted above, Plaintiff first had talks with Netflix regarding a Stranger Things pop-up experience

27 in February 2020 before it was shut down due to the Covid-19 pandemic. Moreover, in February

28 2020, Good Smile held discussions with Netflix about another project that Netflix was developing

5025525.1 11
SECOND AMENDED COMPLAINT
 1 for which Good Smile could assist Netflix with managing a pop-up event and developing project

2 images for the event. Aside from these pop-up events, Good Smile has had a working relationship

3 with Netflix for years, as evidenced by the fact that Good Smile developed and manufactured

4 product for Netflix during the Netflix Sundance Film Festival. Kim, Brand, and Diaz knew of all

5 these instances where Good Smile worked on deals with Netflix. And Diaz was personally

6 responsible for communicating with Netflix regarding payment and invoices for the Sundance

7 event.

8 37. Brand, Kim and Diaz used Plaintiff’s resources, and while each was employed by

9 Plaintiff, worked during operating hours and non-operating hours for Imaginary People and/or

10 MF, Inc, and used Plaintiff’s employees and contractors to design and develop Stranger Things

11 merchandise to sell under the Stranger Things Project.

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12 38. During the time of their employment, Brand, Kim and Diaz concealed these actions

13 from Good Smile, including by failing to notify their supervisors of the conflict of interest they
(310) 255-6100

14 created when they began working on Imaginary People’s behalf in connection with the Stranger

15 Things event and when they began receiving payments through Imaginary People from the

16 Stranger Things Project. As noted above, Brand, Kim and Diaz knew that Good Smile had

17 connections, a prior history, and license deals with Netflix, and therefore the Stranger Things

18 Project should have been presented to Good Smile rather than usurped for their own economic

19 advantage. Plaintiff is informed and believes, and on that basis alleges, Brand, Kim and Diaz

20 enlisted Good Smile employees to perform work on the Stranger Things Project during the time

21 they were employed by Good Smile.

22 39. Brand, Kim, and Diaz also made affirmative misrepresentations to Good Smile

23 management and employees while employed by Good Smile. For example, in May 2020, Brand

24 represented to Good Smile management that his wife (who previously did work for Good Smile)

25 decided to pursue an opportunity to manufacture masks to protect against Covid-19. But Brand

26 failed to mention that his wife was also working with him and Kim to form Imaginary People and

27 was helping them look for business and licensing opportunities that directly competed with Good

28 Smile.

5025525.1 12
SECOND AMENDED COMPLAINT
 1 40. Such dishonesty continued as on September 16, 2020, Kim sent an email to Good

2 Smile requesting that he and Brand be switched from employees to independent contractor status

3 but did not mention that they already formed Imaginary People and that they were using

4 Imaginary People to compete with Good Smile. Then, during two video conferences with Good

5 Smile management following this email (on September 16 and 17, 2020), Brand and Kim

6 represented that they did not anticipate any changes in their operational responsibilities as a result

7 of becoming independent contractors, but they claimed they merely desired to have more

8 flexibility to devote to family and personal matters and to work on unrelated side-projects, such as

9 website development.

10 41. Later, on October 12, 2020, Brand informed Good Smile that he would need to take

11 time off that week and the following week, which, coincidentally, coincided with the Stranger
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12 Things promotional event. Only later did Good Smile learn that Brand had requested this time off

13 so that he could manage the Stranger Things promotional event, apparently on behalf of Imaginary
(310) 255-6100

14 People, while he was earning income and employed exclusively by Good Smile.

15 42. A couple days later, on October 14, 2020, Brand informed Good Smile that he

16 planned to attend the Stranger Things event, but not on behalf of Imaginary People, but rather to

17 “fill in” for his brother who had to suddenly leave the state. Despite Brand’s professed reluctance

18 to be at the event, he demanded that Plaintiff cancel its weekly meeting with Plaintiff’s Chief

19 Executive Officer and Directors so that he could focus solely on filling in for his brother at the

20 Stranger Things event. At the same time, Kim also said he needed some time off so that he could

21 help Patricia Timsawat work on fixing technical issues at the Stranger Things event, but never

22 mentioned Imaginary People or that he is an officer and director of Imaginary People or that he

23 has a financial interest in Imaginary People.

24 43. Moreover, throughout this time period, in September and October 2020, all

25 Individual Defendants were engaged in discussions with suppliers regarding materials purchased

26 for their competing business. These discussions amongst Brand, Kim and Diaz are memorialized

27 on day to day Trello board messages for the production and development of products for the

28 Stranger Things Project. To be clear, Diaz was deeply involved in the day to day Trello board

5025525.1 13
SECOND AMENDED COMPLAINT
 1 messages for the Stranger Things Project, in the production and development of the products for

2 the Stranger Things Project, and in the invoicing and payment related to the Stranger Things

3 Project. She engaged in all these activities as part of operating the Stranger Things Project for the

4 competing company Imaginary People and/or MF Inc., dba Imaginary People, while fully

5 employed by, and collecting a paycheck from, Good Smile.

6 44. Further, the public records demonstrate that Brand, Kim, and Diaz competed with

7 Good Smile while in its employment. While working for Plaintiff, the Individual Defendants set

8 up a competing corporation and never informed management that they were competing with

9 Plaintiff for customers, projects, and transactions. .

10 45. For example, Kim incorporated Imaginary People on April 30, 2020, while he was

11 employed by Plaintiff, and while he had obligations to not compete with Plaintiff or take any
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12 action that would be a conflict of interest with his duties to Plaintiff. A true and correct copy of

13 the Articles of Incorporation for Imaginary People are attached hereto as Exhibit F.
(310) 255-6100

14 46. Then, in or about May 2020, Kim filed a Statement of Information for Imaginary

15 People, whereby he named Brand’s wife Stacy Brand as the Chief Executive Officer and Director

16 of Imaginary People. Good Smile is informed and believes and thereupon alleges that Defendants

17 listed Stacy Brand as CEO in a misguided attempt to avoid the conflict of interest restrictions in

18 the Employment Agreement, Employee Handbook, and ND Agreement. As for Kim, he named

19 himself as the Chief Financial Officer and Director of the Company, and named Brand as a

20 Director. A true and correct copy of the May Statement of Information is attached hereto as

21 Exhibit G.

22 47. Next, in or about August 2020, Diaz filed a second Statement of Information for

23 Imaginary People, whereby she added her name as the agent for service of process for the

24 company, and confirmed that Kim is the CFO for Imaginary People and that Kim and Brand are

25 Directors for the company. A true and correct copy of the August Statement of Information is

26 attached hereto as Exhibit H.

27 48. Kim, Brand and Diaz knew or should have known that Good Smile not only could

28 have organized, managed, and performed under the Stranger Things Project, but that the

5025525.1 14
SECOND AMENDED COMPLAINT
 1 opportunity for the contract should have been first presented to Good Smile, and that Good Smile

2 does in fact own all the rights, profits, revenues, and goodwill to the Stranger Things Project. As

3 alleged above, Good Smile is in the business of manufacturing such promotional, pop-culture

4 related merchandise, and would have gladly accepted the opportunity to manufacture merchandise

5 for the Stranger Things event had Good Smile been advised that the opportunity existed. Instead,

6 the Defendants attempted to usurp it for themselves through their newly formed company,

7 Imaginary People, to the exclusion of Good Smile.

8 Wholesale Contracts

9 49. Good Smile engages in both the conventional wholesale business as well as OEM

10 (original equipment manufacturer) transactions. For OEM transactions, a third party would

11 request that Good Smile design, manufacture, and deliver specific products for the third party to
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12 then either furnish to their employees or sell to their customers as if it were their own product.

13 50. While Brand, Kim, and Diaz were employed by Good Smile, they worked together
(310) 255-6100

14 secretly to set up their side business to engage in and compete for these wholesale contracts,

15 including the OEM transactions. Specifically, while employed by Good Smile, the Individual

16 Defendants, and each of them, through Imaginary People and MF Inc. dba Imaginary People,

17 secretly entered into contracts for the sale of masks, hats, and gowns during the Covid-19

18 pandemic. This business could have and should have been performed in its entirety by Good

19 Smile. Defendants never presented these opportunities to Good Smile, as required by the above-

20 referenced contracts, duties, and case law. As managers, officers, fiduciaries, and/or employees of

21 Good Smile, the Individual Defendants could have and should have presented these opportunities

22 to Good Smile, which in turn could have easily shifted gears during the Covid-19 pandemic to

23 design, manufacture and sell the masks, hats, and gowns instead.

24 51. All the goods for this illicit side business were ordered through invoicing by MF,

25 Inc. dba Imaginary People, and on information and belief, and thereupon it is alleged, the profits

26 were later transferred to Imaginary People.

27 52. All three Individual Defendants had crucial roles and responsibility for initiating

28 this side wholesale and OEM business. Indeed, Diaz was responsible to make sure that the raw

5025525.1 15
SECOND AMENDED COMPLAINT
 1 materials were ordered, produced, and delivered, so that MF Inc. and/or Imaginary People can

2 fulfill the order. In fact, Diaz took steps to prevent Good Smile from learning of this side

3 business. In fact, on August 6, 2020, Diaz responded to one of the raw material suppliers who

4 inadvertently emailed Diaz to her Good Smile email address (the “August 6 Email”): “please do

5 not email me here.” On September 4, 2020, Diaz wrote to a Good Smile client (the “September 4

6 Email”): “Also, any MF related please email to the corresponding email. Lets keep it separate

7 please.” Diaz sent these emails while employed by Good Smile. True and correct copies of the

8 August 6 Email and September 4 Email are attached hereto as Exhibits I & J.

9 53. Moreover, Defendants used Good Smile’s employees to help with their competing

10 business, including the wholesale contracts. In fact, while Diaz was Head of Human Resources

11 for Good Smile, she knowingly and intentionally requested Good Smile employees to work on
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12 matters for Imaginary People and/or MF Inc. dba Imaginary People while she knew the employees

13 were “on the clock” for Good Smile. In other words, Defendants saved on payroll costs for their
(310) 255-6100

14 unlawful side business by utilizing Good Smile employees, resources, and infrastructure, thereby

15 increasing their own profits to the detriment of their employer (who was also paying them).

16 54. Further, in the MF Agreement, Good Smile purchased the inventory held by MF

17 Inc, which was required under the agreement to be sold in full or sold as consignment to Good

18 Smile. Despite this agreement, the Individual Defendants worked together secretly to sell

19 products to which Good Smile retained a beneficial interest under the MF Agreement. Defendants

20 purposely sold this inventory through MF Inc. and retained the profits despite Good Smile’s

21 contractual rights to the liquidation of the inventory. A spreadsheet showing a portion of the MF

22 Inc. invoices for products that Good Smile should have sold and retained rights is attached hereto

23 as Exhibit K.

24 Valve Contract

25 55. As noted above, Good Smile and MF Inc. entered into the Asset Purchase

26 Agreement whereby it purchased the Assigned Contracts previously owned by MF Inc. As part of

27 the Assigned Contracts, Good Smile purchased MF Inc.’s rights, interests, and benefits for that

28 certain Merchandise Licensing Agreement, dated May 17, 2016, between Valve Corporation and

5025525.1 16
SECOND AMENDED COMPLAINT
 1 MF, Inc., as amended by amendment dated March 8, 2017 (DOTA) (the “Valve Licensing

2 Agreement” or “Valve Contract”). Accordingly, Good Smile holds all rights, interests and

3 benefits in the Valve Licensing Agreement as the successor-in-interest to MF, Inc.

4 56. Under Section 1.6 of the Agreement, to the extent that MF Inc.’s rights under the

5 Valve Licensing Agreement may not be assigned to Good Smile without the consent of Valve, MF

6 Inc. at its expense, was obligated to use reasonable efforts to obtain any such required consent as

7 promptly as possible. Moreover, “[i[f any such consent shall not be obtained or if any attempted

8 assignment would be ineffective or would impair Buyer's rights under the Purchased Asset in

9 question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the

10 maximum extent permitted by Law and the Purchased Asset, shall act after the Closing as Buyer's

11 agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent
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12 permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement

13 designed to provide such benefits to Buyer.”

(310) 255-6100

14 57. Good Smile should be earning income under the Valve Licensing Agreement for

15 inventory sold, but the Individual Defendants have intentionally interfered with this revenue

16 stream by improperly issuing invoices under MF Inc. (a company whose assets were purchased by

17 Good Smile) to demand such profits that belong to Good Smile under the MF Agreement.

18 58. On January 19, 2021, Good Smile put Brand and Kim on notice to refrain from

19 issuing invoices to Good Smile for these funds and demanded turnover of all revenue wrongfully

20 taken from Good Smile in connection with the Valve Licensing Agreement.

21 59. Despite the foregoing requests, Brand and Kim have not retracted the MF Invoices

22 and have not turned over funds they took under the Valve Licensing Agreement despite selling the

23 rights, interests and benefits of said agreement to Good Smile.

24 / / /

25 / / /

26 / / /

27 / / /

28 / / /

5025525.1 17
SECOND AMENDED COMPLAINT
 1 FIRST CAUSE OF ACTION

2 BREACH OF CONTRACT

3 (Against Defendant Kim)

4 60. Plaintiff re-alleges and incorporates the allegations set forth in paragraphs 1

5 through 59 as though fully set forth herein.

6 61. Plaintiff and Kim entered into those certain written Employment Agreement and

7 ND Agreement.

8 62. Kim breached these agreements by engaging in any other employment, consulting

9 or other business activity (whether full-time or part-time) that created a conflict of interest with

10 Plaintiff.

11 63. Kim breached the ND Agreement by failing to refer to Good Smile all clients or
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12 other business opportunities Defendant learned of as a result of services rendered as an employee

13 for Good Smile. Kim, during the period of his employment with Good Smile, breached the ND
(310) 255-6100

14 Agreement by directly or indirectly, without Good Smile’s prior written consent, in his individual

15 or representative capacity, engaging or participating in any business that is in competition in any

16 manner with Good Smile, or engaging in any employment, consulting, or other activity which

17 would conflict with Kim’s obligations to Good Smile Connect. Kim also breached the ND

18 Agreement by inducing other employees or consultants of Good Smile Connect, including but not

19 limited to Stacy Brand and Grecia Diaz, to engage in any such employment or activity adverse to

20 Good Smile.

21 64. Plaintiff performed all obligations under the agreements, unless excused by

22 Defendants’ conduct.

23 65. Plaintiff has been damaged in an amount to be proven at trial, but not less than the

24 total sum of $2,000,000.

25 / / /

26 / / /

27 / / /

28 / / /

5025525.1 18
SECOND AMENDED COMPLAINT
 1 SECOND CAUSE OF ACTION

2 BREACH OF CONTRACT

3 (Against Defendant Brand)

4 66. Plaintiff re-alleges and incorporates the allegations set forth in paragraphs 1

5 through 65 as though fully set forth herein.

6 67. Plaintiff and Brand entered into those certain written Employment Agreement and

7 ND Agreement.

8 68. Brand breached these agreements by engaging in any other employment, consulting

9 or other business activity (whether full-time or part-time) that created a conflict of interest with

10 Plaintiff.

11 69. Brand breached the ND Agreement by failing to refer to Good Smile all clients or
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12 other business opportunities Defendant learned of as a result of services rendered as an employee

13 for Good Smile Connect. Brand, during the period of his employment with Good Smile Connect,
(310) 255-6100

14 breached the ND Agreement by directly or indirectly, without Good Smile’s prior written consent,

15 in his individual or representative capacity, engaging or participating in any business that is in

16 competition in any manner with Good Smile Connect, or engaging in any employment, consulting,

17 or other activity which would conflict with Brand’s obligations to Good Smile Connect. Brand

18 also breached the ND Agreement by inducing other employees or consultants of Good Smile,

19 including but not limited to Stacy Brand and Grecia Diaz, to engage in any such employment or

20 activity adverse to Good Smile.

21 70. Plaintiff performed all obligations under the agreements, unless excused by

22 Defendants’ conduct.

23 71. Plaintiff has been damaged in an amount to be proven at trial, but not less than the

24 total sum of $2,000,000.

25 / / /

26 / / /

27 / / /

28 / / /

5025525.1 19
SECOND AMENDED COMPLAINT
 1 THIRD CAUSE OF ACTION

2 BREACH OF FIDUCIARY DUTY

3 (Against Defendants Brand, Kim, and Diaz and DOES 1-50)

4 72. Plaintiff re-alleges and incorporates the allegations set forth in paragraphs 1

5 through 71 as though fully set forth herein.

6 73. In their roles as managers, directors, and officers – specifically, Brand and Kim

7 were Vice Presidents of Good Smile and Diaz was the Head of Human Resources for Good Smile,

8 –the individual defendants Brand, Kim and Diaz were charged with the active management of

9 Plaintiff’s affairs, took on managerial responsibilities and exercised discretionary authority on

10 behalf of Plaintiff. Accordingly, Brand, Kim, and Diaz were fiduciaries of Plaintiff, as a matter of

11 law. Therefore, Brand, Kim and Diaz each owed the highest degree of care, integrity, honesty and
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12 loyalty to Plaintiff, and they were obligated to refrain from entering into a competing enterprise of

13 Plaintiff and/or seizing for themselves, to the detriment of Plaintiff, business opportunities in the line
(310) 255-6100

14 of activities which Plaintiff has an interest.

15 74. Although not every employee owes his or her employer a fiduciary duty,

16 employees who are corporate officers and directors, or who otherwise participate in the

17 management of the corporation by exercising some discretion to manage its day-to-day operations

18 owe a fiduciary duty to their employer. See Bancroft-Whitney Co. v. Glen, 64 Cal. 2d 327, 345

19 (1966); Gab Bus. Servs. v. Lindsey & Newsom Claim Servs., 83 Cal. App. 4th 409, 420-421 (2000)

20 (overruled on other grounds). As noted above, although Diaz was not an officer, she participated

21 in the management of the corporation as Head of Human Resources by supervising the hiring and

22 firing of employees, the scheduling of employees, acting as a conduit for communications

23 amongst the several different departments at Good Smile, as well as managing the accounts

24 payables and receivables on a day-to-day basis.

25 75. As set forth above, during the course of their employment with Plaintiff, the

26 individual defendants Brand, Kim, and Diaz each engaged in a variety of activities that benefitted

27 them to the injury of Plaintiff. Such activities included: (i) the formation of a company, Imaginary

28 Peoples, whose primary function was to compete with Plaintiff in the pop-culture licensed

5025525.1 20
SECOND AMENDED COMPLAINT
 1 merchandising industry, (ii) failing to inform Plaintiff of known business opportunities, such as

2 merchandising for the Stranger Things event, which they usurped for themselves, through their

3 company, Imaginary People, and (iii) misappropriating revenue or potential revenue by usurping

4 corporate opportunities in regard to the Wholesale Contracts, and Valve Contract.

5 76. Plaintiff is informed and believes and thereupon alleges that Brand, Kim and Diaz

6 each breached their fiduciary duties to Plaintiff by engaging in the wrongful activities alleged above.

7 77. As a proximate result of the aforementioned wrongful acts by Brand, Kim, and Diaz,

8 Plaintiff has been damaged in an amount to be proven at trial, but no less than the total sum of

9 $2,000,000.

10 78. In engaging in the bad faith conduct described above, the actions of Brand, Kim and

11 Diaz were willful and malicious in that they were perpetrated for the purpose of injuring Plaintiff to
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12 the benefit of their own financial gain, and the financial gain of a direct competitor of Plaintiff, their

13 new company, Imaginary People. Plaintiff therefore does not waive any right to seek leave from the
(310) 255-6100

14 Court to add punitive damages against Defendants Brand, Kim and Diaz.

15 FOURTH CAUSE OF ACTION

16 INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC ADVANTAGE

17 (Against Brand, Kim and Diaz and Does 1-50)

18 79. Plaintiff re-alleges and incorporates the allegations set forth in paragraphs 1

19 through 78 as though fully set forth herein.

20 80. At all times mentioned in this Complaint, Plaintiff enjoyed contractual and/or

21 prospective economic relationships with third parties including but not limited its contracts with

22 Netflix, Valve, MF Inc., and Wholesale Contracts, and other contacts and customers, all of which

23 contained the probability of future economic benefits and relationships to Plaintiff. The nature of

24 Plaintiff’s relationship with each of said customers and contacts was such that the relationship would

25 normally continue, to the benefit of Plaintiff, unless interfered with.

26 81. Plaintiff is informed and believes and thereupon alleges that the Individual

27 Defendants, and each of them, knew of the existence and the nature of these contractual and/or

28 prospective economic relationships, and the prospective contractual and/or prospective economic

5025525.1 21
SECOND AMENDED COMPLAINT
 1 relationships, and, through the promotion of Imaginary People, the wrongdoing acts of the

2 Individuals Defendants described above, the concealment of business opportunities from Plaintiff,

3 and the usurpation of business opportunities, intended to interfere with that economic and/or

4 contractual relationship..

5 82. Plaintiff is informed and believes and thereupon alleges that the Individual Defendants

6 engaged in the conduct alleged hereinabove negligently and in conscious disregard of Plaintiff’s

7 contractual and/or prospective economic relationships with its existing and potential customers and

8 contacts. Plaintiff is informed and believes and thereupon alleges that the Individual Defendants’

9 wrongful conduct either has disrupted and will continue to disrupt those contractual and/or

10 prospective economic relationships.

11 83. As a direct and proximate result of the foregoing conduct by the Individual
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12 Defendants, Plaintiff has been damaged, including, but not limited to, by suffering lost revenue and

13 profits, lost projects, and lost business opportunities, and Individual Defendants have been and
(310) 255-6100

14 will continue to be unjustly enriched, in an amount that cannot presently be ascertained, but which

15 Plaintiff is informed and believes, and thereon alleges, exceed the jurisdictional minimum of this

16 Court. Plaintiff is informed and believes and thereupon alleges that it will incur additional damages

17 in the future as long as the Individual Defendants continue to engage in the wrongful conduct alleged

18 in this Complaint.

19 84. The conduct of the Defendants alleged herein was either malicious, in that it was

20 carried on with the intent to cause injury to Plaintiff, or despicable, in that it was carried on with a

21 conscious disregard for the rights of Plaintiff. In either case, Plaintiff does not waive its right to seek

22 leave from the court to add an award of exemplary damages against the Defendants, and each of

23 them, in an amount to be determined by the Court.

24 FIFTH CAUSE OF ACTION

25 VIOLATION OF UNFAIR COMPETITION LAW, BUS. & PROF. CODE § 17200

26 (Against All Defendants and Does 1-50)

27 85. Plaintiff re-allege and incorporate the allegations set forth in paragraphs 1 through

28 84 as though fully set forth herein.

5025525.1 22
SECOND AMENDED COMPLAINT
 1 86. The acts and practices of Defendants alleged above, including but not limited to the

2 breaches of fiduciary duty by the individual Defendants, and the tortious interference with

3 Plaintiff’s existing and prospective business partners constitute unfair, unlawful, and/or fraudulent

4 business acts and practices under California Business & Professions Code § 17200 because they

5 are forbidden by various state laws, unscrupulous, unfair, and injurious to Plaintiff.

6 87. Plaintiff is informed and believes, and on that basis alleges, that Defendants, and

7 each of them, were aware of the wrongful nature of their acts.

8 88. As a direct and proximate result of the aforementioned acts, Plaintiff has suffered

9 injury, including without limitation, loss of revenue and other general and specific damages such

10 as damage to business reputation, lost profits, lost revenue, lost clients and projects, and lost

11 business opportunities, among other damages, all in an amount to be determined according to

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12 proof at the time of trial, but not less than the sum of $2,000,000.

13 89. As a direct and proximate result of Defendants’ unlawful and unfair competition,
(310) 255-6100

14 Defendants have been, and will continue to be, unjustly enriched by, among other ways, obtaining

15 profits and revenue that would have otherwise been earned by Plaintiff, all in amounts according

16 to proof but in excess of the minimum jurisdiction of this Court.

17 90. Unless Defendants, and each of them, are restrained by appropriate injunctive relief,

18 Plaintiff will continue to suffer irreparable harm, including but not limited to damage to its business and

19 its business opportunities, while Defendants are unjustly enriched from their tortious conduct. Plaintiff is

20 therefore entitled to a temporary restraining order, and a preliminary and permanent injunction against

21 Defendants, and each of them, prohibiting Defendants and their agents from further soliciting Plaintiff’s

22 existing and prospective clients and/or business partners from further working on any projects belonging

23 to and wrongfully taken from Plaintiff, and from providing services to any of Plaintiff’s existing or

24 prospective clients.

25 / / /

26 / / /

27 / / /

28 / / /

5025525.1 23
SECOND AMENDED COMPLAINT
 1 SIXTH CAUSE OF ACTION

2 DECLARATORY RELIEF

3 (Against All Defendants and Does 1-50)

4 91. Plaintiff re-allege and incorporate the allegations set forth in paragraphs 1 through

5 90 as though fully set forth herein.

6 92. As shown in the foregoing paragraphs above, an actual and ongoing controversy

7 exists between Plaintiff and Defendants regarding Defendants’ lack of ownership interests in the

8 Stranger Things Project, and continuing/prospective rights in the same.

9 93. Accordingly, Plaintiff seeks a declaration of the Court that Defendants, and each of

10 them, have no valid or protectable ownership rights or interests in the Stranger Things Project, and

11 that Plaintiff is the true owner of the same, and further seeks an accounting and imposition of a
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12 constructive trust over the Stranger Things Project, and any revenues and profits derived therefrom.

13 94. On information and belief, and thereupon it is alleged that Defendants Imaginary
(310) 255-6100

14 People and/or MF, Inc. dba Imaginary People entered into a written contract that memorialized the

15 Stranger Things Project. In the event the contract is oral, the declaratory relief cause of action and

16 related relief is still warranted under California law. See, e.g., Gaglione v. Coolidge, 134 Cal. App.

17 2d 518, 522 (1955) (“That declaratory relief may be proper under an oral contract is now

18 established.”) In addition, Plaintiff seeks a declaration of the Court as to Plaintiff and Defendants’

19 respective rights in regard to the Wholesale Contracts, and Valve Contract.

20 SEVENTH CAUSE OF ACTION

21 BREACH OF CONTRACT

22 (Against MF Inc. and Does 21-50)

23 95. Plaintiff re-allege and incorporate the allegations set forth in paragraphs 1 through

24 94 as though fully set forth herein.

25 96. Plaintiff and MF Inc. entered into those certain written MF Agreement.

26 97. Under the terms of the MF Agreement, Plaintiff purchased the Business and

27 substantially all the assets of MF Inc. with the exception of certain excluded assets. As described

28 above, Plaintiff purchased the Assigned Contracts, furniture, fixtures, equipment, machinery,

5025525.1 24
SECOND AMENDED COMPLAINT
 1 tools, vehicles, office equipment, supplies, computers, telephones, and other tangible personal

2 property, all intellectual property, whether registered or unregistered, including the trademarks,

3 service marks, copyrights and certain website domain names, databases, all patents, social media

4 accounts, designs, processes, studies, know-how, methodologies, techniques, research and

5 development information, artwork and graphic designs, marketing, advertising and promotional

6 materials and any other intellectual property and/or trade secrets used in the Business, including

7 all license agreements associated with the Business, all books and records, including books of

8 accounts, ledgers, and general, financial, and accounting records, machinery and equipment

9 maintenance files, customer lists, customer purchasing histories, price lists, distribution lists,

10 supplier lists, production data, quality control records and procedures, customer complaints and

11 inquiry files, research and development files, records, and data (including all correspondence with
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12 any federal, state, local, or foreign government or political subdivision thereof, or any agency or

13 instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of

(310) 255-6100

14 competent jurisdiction , sales material and records, strategic plans and marketing, and promotional

15 surveys, and material, and research.

16 98. Despite MF Inc. selling substantially all of its assets to Plaintiff, and despite Kim,

17 Brand and Diaz agreeing to work exclusively for Plaintiff, MF Inc. breached the MF Agreement

18 by failing to provide all the foregoing Purchased Assets to Plaintiff. For example, Plaintiff

19 purchased the rights and interests in the Valve Licensing Agreement, which was explicitly

20 included in the Assigned Contracts. In the event the Valve Licensing Agreement could not be

21 automatically assigned to Plaintiff, MF Inc. had a contractual obligation under Section 1.6 of the

22 Agreement to seek Valve’s consent in effectuating the assignment to Plaintiff, or alternatively,

23 work with Plaintiff on a reasonable arrangement designed to provide such benefits to Plaintiff.

24 99. On information and belief, and thereupon it is alleged, MF Inc. breached the MF

25 Agreement by failing to seek Valve’s consent in effectuating the assignment to Plaintiff as required

26 under Section 1.6 of the Agreement, and alternatively, breached the MF Agreement by failing to

27 work with Plaintiff on a reasonable arrangement designed to provide benefits to Plaintiff.

28 / / /

5025525.1 25
SECOND AMENDED COMPLAINT
 1 100. Plaintiff has performed all of its obligations under the MF Agreement, or was excused

2 from such performance.

3 101. As a direct and proximate result of this breach of the MF Agreement, Plaintiff has

4 been damaged in an amount to be proven at trial, but no less than the minimum amount required for

5 this Court to assert jurisdiction over this matter.

6 PRAYER FOR RELIEF

7 WHEREFORE, Plaintiff prays for judgment as follows:

8 FOR THE FIRST AND SECOND CAUSES OF ACTION

9 1. For damages against Kim and Brand, and each of them, jointly and severally,

10 according to proof, but in the amount of at least $2,000,000.

11 FOR THE THIRD CAUSE OF ACTION

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12 1. For damages and lost profits from Kim, Brand, and Diaz, and each of them, jointly

13 and severally, according to proof, but in the sum of at least $2,000,000.

(310) 255-6100

14 FOR THE FOURTH CAUSE OF ACTION

15 1. For damages and lost profits from Kim, Brand, and Diaz, and each of them, jointly

16 and severally, according to proof, but in the sum of at least $2,000,000.

17 FOR THE FIFTH CAUSE OF ACTION

18 1. For a temporary restraining order, and a preliminary and permanent injunction

19 against Defendants Brand and Kim, and prohibiting them and their agents from soliciting or

20 providing services to any of Plaintiff’s clients, business partners, or other third parties whereby

21 they are contractually prohibited from doing so under the terms of the ND Agreements and MF

22 Agreement.

23 2. For Defendant Imaginary People to be ordered to disgorge in restitution all

24 payments, revenues, profits, monies and royalties derived or obtained as a result of the conduct

25 alleged herein.

26 / / /

27 / / /

28 / / /

5025525.1 26
SECOND AMENDED COMPLAINT
 1 FOR THE SIXTH CAUSE OF ACTION

2 1. For a declaration that Defendants, and each of them, have no valid or protectable

3 ownership interests or rights to the Stranger Things Project, or the profits and revenues derived

4 therefrom, and that any such interests or rights belong to Plaintiff.

5 FOR THE SEVENTH CAUSES OF ACTION

6 1. For damages against MF Inc., according to proof in an amount to be proven at trial,

7 but no less than the jurisdictional minimum for this Court.

8 ALL CAUSES OF ACTION

9 1. For pre-judgment and post-judgment interest to the maximum extent allowed by

10 California law; and

11 2. For such other and further relief as the Court may deem just and proper.
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12 DATED: July 14, 2021 FREEMAN, FREEMAN & SMILEY, LLP

13
(310) 255-6100

14
By:
15 TODD M. LANDER
JEFFREY S. GOODFRIED
16 MATTHEW A. YOUNG
Attorneys for Plaintiff GOOD SMILE
17 CONNECT, LLC
18

19

20

21

22

23

24

25

26

27

28

5025525.1 27
SECOND AMENDED COMPLAINT
EXHIBIT A
 ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement"), dated as of April I, 2019 is entered
into between MF, Inc., formerly known as Mighty Fine, a California corporation ("Seller"), and
Good Smile Connect, LLC, a Delaware limited liability company ("Buyer"). Capitalized terms
used in this Agreement have the meanings given to such terms herein, as such definitions are
identified by the cross-references set forth in Exhibit A attached hereto.

RECITALS

WHEREAS, Seller is engaged in the business of hosting an online fan-based community,

including without limitation the website operations at https://www.forfansbyfans.com/ (formerly
at https://www.welovefine.com) (the "Business"); and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and
assume from Seller, the rights and obligations of Seller to the Purchased Assets and the Assumed
Liabilities, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
PURCHASE AND SALE

Section 1.1 Purchase and Sale of Assets. Subject to the terms and conditions
set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, and deliver to Buyer,
and Buyer shall purchase from Seller, all of Seller's right, title, and interest in, to, and under all
of the tangible and intangible assets, properties, and rights of every kind and nature and wherever
located (other than the Excluded Assets), which relate to, or are used or held for use in
connection with, the Business (collectively, the "Purchased Assets"), including the following:

(a) all accounts receivable related to the Business held by Seller set forth on
Disclosure Schedule l.l(a) ("Accounts Receivable");

(b) all Net Income arising out of Imaginary People's contract with BANDAI
NAMCO Arts Inc. dated as of May I, 2018, as set forth on Disclosure Schedule I. I (b ); "Net
Income" shall be defined as all revenue under the said contract minus the cost of goods sold.

(c) Two Hundred Fifty Thousand Dollars ($250,000) of inventory, finished

goods, raw materials, work in progress, packaging, supplies, parts, and other inventories
("Inventory");

(d) all open orders related to the Business set forth on Disclosure Schedule
l.l(d);

(e) all Contracts (the "Assigned Contracts") set forth on Disclosure Schedule
I. I (e). The term "Contracts" means all contracts, leases, licenses, instruments, notes,
commitments, undertakings, indentures, joint ventures, and all other agreements, commitments,
<land legally binding arrangements, whether written or oral set forth on Disclosure Schedule
l.l(e);

(f) all furniture, fixtures, equipment, machinery, tools, vehicles, office

equipment, supplies, computers, telephones, and other tangible personal property (the "Tangible
Personal Property") as listed on Disclosure Schedule I. I (f);

(g) all intellectual property, whether registered or unregistered, including the

trademarks, services marks, copyrights and website domain names set forth on Disclosure
Schedule 1.1 (g), databases, all patents, social media accounts, designs, processes, studies, know-
how, methodologies, techniques, research and development information, artwork and graphic
designs, marketing, advertising and promotional materials and any other intellectual property
and/or trade secrets used in the Business, including all license agreements associated with the
Business (the "Intellectual Property");

(h) all prepaid expenses set forth on Disclosure Schedule l.4(b );

(i) all of Seller's rights under warranties, indemnities, and all similar rights
against third parties to the extent related to any Purchased Assets;

(j) all insurance benefits, including rights and proceeds, arising from or
relating to the Business, the Purchased Assets, or the Assumed Liabilities;

(k) originals or, where not available, copies, of all books and records,
including books of account, ledgers, and general, financial, and accounting records, machinery
and equipment maintenance files, customer lists, customer purchasing histories, price lists,
distribution lists, supplier lists, production data, quality control records and procedures, customer
complaints and inquiry files, research and development files, records, and data (including all
correspondence with any federal, state, local, or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political subdivision, or any
arbitrator, court, or tribunal of competent jurisdiction (collectively, "Governmental
Authority"), sales material and records, strategic plans and marketing, and promotional surveys,
material, and research ("Books and Records")); and

(1) all goodwill and the going concern value of the Purchased Assets and the
Business.

Section 1.2 Excluded Assets. Notwithstanding the foregoing, the Purchased

Assets shall not include the assets, properties, and rights specifically set forth on Disclosure
Schedule 1.2 (collectively, the "Excluded Assets").

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 Section 1.3 Assumed Liabilities.

(a) Subject to the terms and conditions set forth herein, Buyer shall assume
and agree to pay, perform, and discharge only the following Liabilities of Seller (collectively, the
"Assumed Liabilities"), and no other Liabilities:

(i) all trade accounts payable of Seller to third parties in connection with
the Business that remain unpaid and are not delinquent as of the Closing Date on
Disclosure Schedule l.3(a)(i); and

(ii) all Liabilities in respect of the Assigned Contracts but only to the
extent that such Liabilities thereunder are required to be performed after the Closing
Date, were incurred in the ordinary course of business, and do not relate to any
failure to perform, improper performance, warranty, or other breach, default, or
violation by Seller on or prior to the Closing.

For purposes of this Agreement, "Liabilities" means liabilities, obligations, or

commitments of any nature whatsoever, whether asserted or unasserted, known or unknown,
absolute or contingent, accrued or unaccrued, matured or unrnatured, or otherwise.

(b) Notwithstanding any provision in this Agreement to the contrary, Buyer

shall not assume and shall not be responsible to pay, perform, or discharge any Liabilities of
Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities
(the "Excluded Liabilities"). For purposes of this Agreement: (i) "Affiliate" ofa Person means
any other Person that directly or indirectly, through one or more intermediaries, controls, is
controlled by, or is under common control with, such Person; and (ii) the term "control"
(including the terms "controlled by" and "under common control with") means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract, or
otherwise.

Section 1.4 Consideration.

(a) The consideration for the Purchased Assets shall be $1,000,000.00 (the
"Purchase Price"), plus the assumption of the Assumed Liabilities. Buyer shall pay the
Purchase Price by wire transfer to Seller of immediately available funds in accordance with the
wire transfer instructions set forth on Disclosure Schedule 1.4 and in according with the
following schedule:

(i) $750,000.00 payable at the Closing Date; and

(ii) $250,000.00 plus the federal short-term interest rate of2.52% payable
six (6) months after the Closing Date.

(b) Prepaid expense set forth on Disclosure Schedule l .4(b).

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 (c) The Parties intend that Buyer will receive $250,000 worth of inventory,
valued at cost and excluding obsolete inventory as mutually determined by the parties, at Closing
as part of the Assets.

(i) If the value of the inventory exceeds $250,000 (the portion of such
inventory valued in excess of $250,000 shall be referred to as the "Excess
Inventory"), Buyer will pay Seller, quarterly, commencing April 1, 2019 and each
quarter thereafter, (A) thirty percent (30%) of Net Sales generated from the sale of
the Excess Inventory for retail sales and (B) fifty percent (50%) of Net Sales
generated from the Sale of Excess Inventory for Wholesale sales for the first two (2)
years after the closing of the Transaction ("Payment Date").

(ii) If the value of the inventory is less than $250,000, the Purchase Price
payable at closing would be decreased by an amount equal to $250,000 minus the
actual value of the inventory.

(iii) Excess Inventory shall be consigned to Buyer. Seller has yet to file a
UCC with respect to the Excess Inventory. Buyer will charge seller rent for storing
the Excess Inventory. Buyer has the right to reasonably restrict the amount of rental
space it provides for the Excess Inventory. Any Excess Inventory not sold within
two (2) years from date of this Agreement shall be returned to Seller.

(iv) Included in the consigned inventory is Valve inventory that Seller

owns on a deferred payment arrangement under which Seller pays for the inventory
once it has been sold. Notwithstanding anything herein to the contrary, for this
special inventory, Buyer will pay Seller sixty five percent (65%) of Net Sales,
payable at the same time as payments for the Excess Inventory. Seller will be
allowed to store this special inventory in Buyer's warehouse rent free. Buyer has the
right to reasonably restrict the amount of rental space it provides for this special
inventory. Any of this special inventory not sold within two (2) years from date of
this Agreement shall be returned to Seller.

(v) "Net Sales" shall be defined as selling price less all discounts,
allowances and returns, consistent with past practice.

Section 1.5 Allocation of Purchase Price. The Purchase Price and the
Assumed Liabilities shall be allocated among the Purchased Assets for all purposes (including
Tax and financial accounting) as shown on the allocation schedule set forth on Disclosure
Schedule 1.5 (the "Allocation Schedule"). The Allocation Schedule shall be prepared in
accordance with Section 1060 of the Internal Revenue Code of 1986, as amended. Buyer and
Seller shall file all returns, declarations, reports, information returns and statements, and other
documents relating to Taxes (including amended returns and claims for refund) ("Tax Returns")
in a manner consistent with the Allocation Schedule.

Section 1.6 Third Party Consents. To the extent that Seller's rights under
any Purchased Asset may not be assigned to Buyer without the consent of another Person which
has not been obtained, this Agreement shall not constitute an agreement to assign the same if an

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attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its
expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly
as possible. If any such consent shall not be obtained or if any attempted assignment would be
ineffective or would impair Buyer's rights under the Purchased Asset in question so that Buyer
would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted
by Law and the Purchased Asset, shall act after the Closing as Buyer's agent in order to obtain
for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and
the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such
benefits to Buyer.

ARTICLE II
CLOSING

Section 2.1 Closing. Subject to the terms and conditions of this Agreement,
the consummation of the transactions contemplated by this Agreement (the "Closing") shall take
place at the Buyer's office in Los Angeles, California, simultaneously with the execution of this
Agreement, or at such other time or place or in such other manner as Seller and Buyer may
mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as
the "Closing Date."

Section 2.2 Closing Deliverables.

(a) At the Closing, Seller shall deliver to Buyer the following:

(i) a bill of sale in the form of Exhibit B attached hereto (the "Bill of
Sale") and duly executed by Seller, transferring the Purchased Assets to Buyer;

(ii) an assignment and assumption agreement in the form of Exhibit C

attached hereto (the "Assignment and Assumption Agreement") and duly executed
by Seller, effecting the assignment to and assumption by Buyer of the Assigned
Contracts and the Assumed Liabilities;

(iii) a trademark assignment agreement in the form of Exhibit D attached

hereto (the "Trademark Assignment Agreement") and duly executed by Seller;

(iv) Hold Harmless Letter signed by Guy Brand, Stacy Brand and Patricia
Timsawat in the form of Exhibit E attached hereto;

(v) tax clearance certificates from the taxing authorities in the

jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax
Returns and evidence of the payment in full or other satisfaction of any Taxes owed
by Seller in those jurisdictions;

(vi) a certificate of the Secretary (or equivalent officer) of Seller

certifying as to (A) the resolutions of the board of directors and the shareholders of
Seller, which authorize the execution, delivery, and performance of this Agreement,
the Bill of Sale, the Trademark Assignment, the Assignment and Assumption
Agreement, and the other agreements, instruments, and documents required to be

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 delivered in connection with this Agreement or at the Closing (collectively, the
"Transaction Documents") and the consummation of the transactions contemplated
hereby and thereby, and (B) the names and signatures of the officers of Seller
authorized to sign this Agreement and the other Transaction Documents;

(vii) such other customary instruments of transfer or assumption, filings,

or documents, in form and substance reasonably satisfactory to Buyer, as may be
required to give effect to the transactions contemplated by this Agreement;

(viii) a certificate of good standing of the Seller, certified by the California

Secretary of State; and

(ix) evidence of third-party consents required to transfer the Purchased

Assets as set forth on Disclosure Schedule 2.2(a)(ix) (the "Required Consents").

(b) At the Closing, Buyer shall deliver to Seller the following:

(i) the Purchase Price and prepaid expenses set forth on Disclosure
Schedule 1.4(b);

(ii) the Assignment and Assumption Agreement duly executed by Buyer;

(iii) the Trademark Assignment Agreement; and

(iv) a certificate of the Secretary (or equivalent officer) of Buyer

certifying as to (A) the resolutions of the sole manager of Buyer, which authorizes
the execution, delivery, and performance of this Agreement and the Transaction
Documents and the consummation of the transactions contemplated hereby and
thereby, and (B) the names and signatures of the officers of Buyer authorized to sign
this Agreement and the other Transaction Documents.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that, except as set forth on the Disclosure
Schedules, the statements contained in this Article III are true and correct as of the date hereof.

Section 3.1 Organization and Authority of Seller. Seller is a corporation

duly organized, validly existing, and in good standing under the Laws of the State of California.
Seller has full corporate power and authority to enter into this Agreement and the other
Transaction Documents to which Seller is a party, to carry out its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby and thereby. The
execution and delivery by Seller of this Agreement and any other Transaction Documents to
which Seller is a party, the performance by Seller of its obligations hereunder and thereunder,
and the consummation by Seller of the transactions contemplated hereby and thereby have been
duly authorized by all requisite corporate, board, and shareholder action on the part of Seller.
This Agreement and the Transaction Documents constitute legal, valid, and binding obligations
of Seller enforceable against Seller in accordance with their respective terms, except as

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enforceability may be limited to bankruptcy, insolvency, reorganization, or other similar laws
affecting creditor's rights generally and by the availability of equitable remedies (the
"Bankruptcy Exceptions").

Section 3.2 No Conflicts or Consents. Except as set forth on Disclosure

Schedule 3.2, the execution, delivery, and performance by Seller of this Agreement and the other
Transaction Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision
of the articles of incorporation, bylaws, or other governing documents of Seller; (b) violate or
conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution,
treaty, common law, other requirement, or rule of law of any Governmental Authority
(collectively, "Law") or any order, writ, judgment, injunction, decree, stipulation, determination,
penalty, or award entered by or with any Governmental Authority ("Governmental Order")
applicable to Seller, the Business, or the Purchased Assets; (c) require the consent, notice,
declaration, or filing with or other action by any individual, corporation, partnership, joint
venture, limited liability company, Governmental Authority, unincorporated organization, trust,
association, or other entity ("Person") or require any permit, license, or Governmental Order; (d)
violate or conflict with, result in the acceleration of, or create in any party the right to accelerate,
terminate, modify, or cancel any Contract to which Seller is a party or by which Seller or the
Business is bound or to which any of the Purchased Assets are subject (including any Assigned
Contract); or (e) result in the creation or imposition of any charge, claim, pledge, equitable
interest, lien, security interest, restriction of any kind, or other encumbrance ("Encumbrance")
on the Purchased Assets.

Section 3.3 Assigned Contracts. Each Assigned Contract is valid and binding
on Seller in accordance with its terms and is in full force and effect. Neither Seller nor, to
Seller's knowledge, any other party thereto is in breach of or default under (or is alleged to be in
breach of or default under) in any material respect, or has provided or received any written notice
of any intention to terminate, any Assigned Contract. To Seller's knowledge, no event or
circumstance has occurred that would constitute an event of default under any Assigned Contract
or result in a termination thereof. Complete and correct copies of each Assigned Contract
(including all modifications, amendments, and supplements thereto and waivers thereunder) have
been made available to Buyer. Seller has not received any material disputes pending or
threatened under any Assigned Contract.

Section 3.4 Undisclosed Liabilities. Seller has no material Liabilities or

outstanding creditors with respect to the Purchased Assets, except (a) those provided on
Disclosure Schedule 3.4, and (b) those which have been incurred in the ordinary course of
business consistent with past practice and which are not, individually or in the aggregate,
material in amount.

Section 3.5 Title to Purchased Assets. Seller has good and valid title to all of
the Purchased Assets, free and clear of Encumbrances.

Section 3.6 Condition and Sufficiency of Assets. Each item of Tangible

Personal Property is structurally sound, is in good operating condition and repair, and is adequate
for the uses to which it is being put, and no item of Tangible Personal Property is in need of

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maintenance or repairs except for ordinary, routine maintenance and repairs that are not material
in nature or cost. The Purchased Assets are sufficient for the continued conduct of the Business
after the Closing in substantially the same manner as conducted prior to the Closing and
constitute substantially all of the rights, property, and assets necessary to conduct the Business as
currently conducted. None of the Excluded Assets are material to the Business.

Section 3.7 Inventory. All Inventory, whether or not reflected in the Balance
Sheet, consists of a quality and quantity usable and salable in the ordinary course of business
consistent with past practice, except for obsolete, damaged, defective, or slow-moving items that
have been written off or written down to fair market value or for which adequate reserves have
been established.

Section 3.8 Accounts Receivable. Except as set forth on Disclosure Schedule

3.8, the Accounts Receivable: (a) have arisen from bona fide transactions entered into by Seller
involving the sale of goods or the rendering of services in the ordinary course of business
consistent with past practice; and (b) constitute only valid, undisputed claims of Seller not
subject to claims of set-off or other defenses or counterclaims other than normal cash discounts
accrued in the ordinary course of business consistent with past practice.

Section 3.9 Material Customers and Suppliers.

(a) Disclosure Schedule 3.9(a) sets forth with respect to the Business (i) each
customer who has paid aggregate consideration to Seller for goods or services rendered in an
amount greater than or equal to $10,000.00 for each of the two (2) most recent fiscal years
(collectively, the "Material Customers"); and (ii) the amount of consideration paid by each
Material Customer during such periods. Seller has not received any notice, and has no reason to
believe, that any of the Material Customers has ceased, or intends to cease after the Closing, to
use the goods or services of the Business or to otherwise terminate or materially reduce its
relationship with the Business.

(b) Disclosure Schedule 3. 9(b) sets forth with respect to the Business (i) each
supplier to whom Seller has paid aggregate consideration for goods or services rendered in an
amount greater than or equal to $10,000.00 for the past twelve (12) months (collectively, the
"Material Suppliers"); and (ii) the amount of purchases from each Material Supplier during
such periods. Except as set forth on Disclosure Schedule 3. 9(b), Seller has not received any
notice, and has no reason to believe, that any of the Material Suppliers has ceased, or intends to
cease, to supply goods or services to the Business or to otherwise terminate or materially reduce
its relationship with the Business.

Section 3.10 Intellectual Property.

(a) Seller owns and possesses or has the right to use all Intellectual Property
necessary for the operation of the business of Seller as presently conducted.

(b) Neither Seller nor any of its directors or officers, has ever received any
written charge, complaint, or claim alleging infringement, misappropriation, or violation of any
third party's intellectual property rights that is still pending.

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 (c) All current employees and website contractors of the Seller involved in
research, development and/or design activities on behalf of the Seller, including content design,
artwork of any kind, software development, and/or other product and services development have
executed written agreements whereby they have assigned or agree to assign to the Seller all
Intellectual Property created, developed, discovered, or reduced to practice during the term of
their employment or service engagement with the Seller.

Section 3.11 Legal Proceedings; Governmental Orders.

(a) There are no claims, actions, causes of action, demands, lawsuits,

arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations, summons,
subpoenas, or investigations of any nature, whether at law or in equity (collectively, "Actions")
pending or, to Seller's knowledge, threatened against or by Seller: (a) relating to or affecting the
Business, the Purchased Assets, or the Assumed Liabilities; or (b) that challenge or seek to
prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement. To Seller's
knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis
for, any such Action.

(b) Seller is in compliance with all Governmental Orders against, relating to,
or affecting the Business or the Purchased Assets.

Section 3.12 Compliance with Laws. To Seller's knowledge, it is in

compliance with all Laws applicable to the conduct of the Business as currently conducted or the
ownership and use of the Purchased Assets.

Section 3.13 Taxes. All Taxes due and owing by Seller have been, or will be,
timely paid. No extensions or waivers of statutes of limitations have been given or requested
with respect to any Taxes of Seller. All Tax Returns required to be filed by Seller for any tax
periods prior to Closing have been, or will be, timely filed. Such Tax Returns are, or will be,
true, complete, and correct in all respects. The term "Taxes" means all federal, state, local,
foreign, and other income, gross receipts, sales, use, production, ad valorem, transfer,
documentary, franchise, registration, profits, license, withholding, payroll, employment,
unemployment, excise, severance, stamp, occupation, premium, property (real or personal),
customs, duties, or other taxes, fees, assessments, or charges of any kind whatsoever, together
with any interest, additions, or penalties with respect thereto.

Section 3.14 Brokers. No broker, finder, or investment banker is entitled to any

brokerage, finder's, or other fee or commission in connection with the transactions contemplated
by this Agreement or any other Transaction Document based upon arrangements made by or on
behalf of Seller.

Section 3.15 Full Disclosure. To Seller's knowledge, no representation or

warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to
this Agreement or any certificate or other document furnished or to be furnished to Buyer
pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a
material fact necessary to make the statements contained therein, in light of the circumstances in
which they are made, not misleading.

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 Section 3.16 No Implied Representations. Except for the representations and
warranties expressly made by the Seller in this Article III, as qualified and supplemented by the
matters set forth in the Disclosure Schedules, the Seller does not make and hereby disclaims, any
other representation or warranty (express or implied, and including those referred to in the
Uniform Commercial Code or in any statute or rule of law that can be limited or waived) with
respect to the Seller or its operations, assets, Liabilities, condition (financial or otherwise),
operating results or prospects.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article IV
are true and correct as of the date hereof.

Section 4.1 Organization and Authority of Buyer. Buyer is a limited

liability company duly organized, validly existing, and in good standing under the Laws of the
State of Delaware. Buyer has full power and authority to enter into this Agreement and the other
Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and
thereunder, and to consummate the transactions contemplated hereby and thereby. The
execution and delivery by Buyer of this Agreement and any other Transaction Document to
which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder,
and the consummation by Buyer of the transactions contemplated hereby and thereby have been
duly authorized by all requisite manager and member action on the part of Buyer. This
Agreement and the Transaction Documents constitute legal, valid, and binding obligations of
Buyer enforceable against Buyer in accordance with their respective terms, subject to the
Bankruptcy Exceptions.

Section 4.2 No Conflicts; Consents. The execution, delivery, and

performance by Buyer of this Agreement and the other Transaction Documents to which it is a
party, and the consummation of the transactions contemplated hereby and thereby, do not and
will not: (a) violate or conflict with any provision of the articles of certificate of formation,
operating agreement or other organizational documents of Buyer; (b) violate or conflict with any
provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent,
notice, declaration, or filing with or other action by any Person or require any permit, license, or
Governmental Order.

ARTICLE V
COVENANTS

Section 5.1 Confidentiality. From and after the Closing, Seller shall, and
shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their
respective directors, officers, employees, consultants, counsel, accountants, and other agents
("Representatives") to hold, in confidence any and all information, whether written or oral,
concerning the Business, except to the extent that Seller can show that such information: (a) is
generally available to and known by the public through no fault of Seller, any of its Affiliates, or
their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates, or
their respective Representatives from and after the Closing from sources which are not

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prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If
Seller or any of its Affiliates or their respective Representatives are compelled to disclose any
information by Governmental Order or Law, Seller shall promptly notify Buyer in writing and
shall disclose only that portion of such information which is legally required to be disclosed,
provided that Buyer shall use reasonable best efforts to obtain as promptly as possible an
appropriate protective order or other reasonable assurance that confidential treatment will be
accorded such information.

Section 5.2 Public Announcements. Unless otherwise required by applicable

Law, no party to this Agreement shall make any public announcements in respect of this
Agreement or the transactions contemplated hereby without the prior written consent of the other
party (which consent shall not be unreasonably withheld or delayed), and the parties shall
cooperate as to the timing and contents of any such announcement.

Section 5.3 Waiver of Bulk Sales Laws. The parties hereby waive
compliance with the provisions of any other bulk sales, bulk transfer, or similar Laws of any
jurisdiction that may otherwise be applicable with respect to the sale of any or all of the
Purchased Assets to Buyer. Any Liabilities arising out of the failure of Seller to comply with the
requirements and provisions of any such bulk sales, bulk transfer, or similar Laws of any
jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as
Excluded Liabilities.

Section 5.4 Receivables. From and after the Closing, if Seller or any of its
Affiliates receives or collects any funds relating to any Accounts Receivable or any other
Purchased Asset, Seller or its Affiliate shall remit such funds to Buyer within ten (I 0) business
days after its receipt thereof. From and after the Closing, if Buyer or its Affiliate receives or
collects any funds relating to any Excluded Asset, Buyer or its Affiliate shall remit any such
funds to Seller within ten (10) business days after its receipt thereof.

Section 5.5 Transfer Taxes. All sales, use, registration, and other such Taxes
and fees (including any penalties and interest) incurred in connection with this Agreement and
the other Transaction Documents, if any, shall be borne and paid fifty percent (50%) by Seller
and fifty percent (50%) to Buyer when due. Seller shall, at its own expense, timely file any Tax
Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with
respect thereto as necessary).

Section 5.6 Further Assurances. Following the Closing, each of the parties
hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional
documents, instruments, conveyances, and assurances and take such further actions as may be
reasonably required to carry out the provisions hereof and give effect to the transactions
contemplated by this Agreement and the other Transaction Documents.

ARTICLE VI
INDEMNIFICATION

Section 6.1 Survival. All representations, warranties, covenants, and

agreements contained herein and all related rights to indemnification shall survive the Closing

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for eighteen (18) months except for Sections 3.1, 3.4, 3.5, 3.12, 3.13 and 3.15 (collectively the
"Fundamental Representations"), which shall survive for five (5) years.

Section 6.2 Indemnification by Seller. Subject to the other terms and

conditions of this Article VI, Seller shall indemnify and defend each of Buyer and its Affiliates
and their respective Representatives (collectively, the "Buyer lndemnitees") against, and shall
hold each of them harmless from and against, any and all losses, damages, liabilities,
deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of
whatever kind, including reasonable attorneys' fees (collectively, "Losses"), incurred or
sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, or with respect
to:

(a) any inaccuracy in or breach of any of the representations or warranties of

Seller contained in this Agreement, any other Transaction Document, or any schedule,
certificate, or exhibit related thereto, as of the date such representation or warranty was made or
as if such representation or warranty was made on and as of the Closing Date (except for
representations and warranties that expressly relate to a specified date, the inaccuracy in or
breach of which will be determined with reference to such specified date);

(b) any breach or non-fulfillment of any covenant, agreement, or obligation to

be performed by Seller pursuant to this Agreement, any other Transaction Document, or any
schedule, certificate, or exhibit related thereto;

(c) any Third Party Claim based upon, resulting from, or arising out of the
business, operations, properties, assets, or obligations of Seller or any of its Affiliates (other than
Assumed Liabilities) conducted, existing, or arising on or prior to the Closing Date. For
purposes of this Agreement, "Third Party Claim" means notice of the assertion or
commencement of any Action made or brought by any Person who is not a party to this
Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing; or

(d) any Excluded Assets or Excluded Liabilities.

Section 6.3 Indemnification by Buyer. Subject to the other terms and

conditions of this Article VI, Buyer shall indemnify and defend each of Seller and its Affiliates
and their respective Representatives (collectively, the "Seller lndemnitees") against, and shall
hold each of them harmless from and against any and all Losses incurred or sustained by, or
imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to:

(a) any inaccuracy in or breach of any of the representations or warranties of

Buyer contained in this Agreement or any schedule, certificate, or exhibit related thereto as of
the date such representation or walTanty was made or as if such representation or warranty was
made on and as of the Closing Date (except for representations and warranties that expressly
relate to a specified date, the inaccuracy in or breach of which will be determined with reference
to such specified date); or

(b) any breach or non-fulfillment of any covenant, agreement, or obligation to

be performed by Buyer pursuant to this Agreement or any schedule, certificate, or exhibit related
thereto.
12
 Section 6.4 Indemnification Procedures. Whenever any claim shall arise for
indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall
promptly provide written notice of such claim to the other party (the "Indemnifying Party"). In
connection with any claim giving rise to indemnity hereunder resulting from or arising out of any
Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost
and expense and upon written notice to the Indemnified Party, may assume the defense of any
such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified
Party shall be entitled to participate in the defense of any such Action, with its counsel and at its
own cost and expense. If the Indemnifying Party does not assume the defense of any such
Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in
such manner as it may reasonably deem appropriate, including settling such Action, after giving
notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem
appropriate and no action taken by the Indemnified Party in accordance with such defense and
settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided
with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any
Action without the Indemnified Party's prior written consent (which consent shall not be
unreasonably withheld or delayed).

Section 6.5 Cumulative Remedies. The rights and remedies provided in this
Article VIII are cumulative and are in addition to and not in substitution for any other rights and
remedies available at law or in equity or otherwise.

Section 6.6 Limitations on Liability.

(a) Notwithstanding the foregoing, the Seller will not be liable under this
Article VI unless and until the aggregate Losses for which it would otherwise be liable under this
Agreement exceed $I 0,000 (the "Tipping Point"), at which point the Seller will be liable for the
aggregate Losses back to the first dollar of Losses incurred; provided that, notwithstanding the
foregoing, the Tipping Point shall not apply to Losses arising out of any fraud or breach of the
Fundamental Representations and such Losses shall not count towards the Tipping Point.

(b) The aggregate amount of all Losses for which an Indemnified Party may
be liable under this Article VI shall not exceed $200,000.

ARTICLE VII
MISCELLANEOUS

Section 7.1 Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party incurring such
costs and expenses.

Section 7.2 Notices. All notices, claims, demands, and other communications
hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by
hand (with written confirmation of receipt); (b) when received by the addressee if sent by a
nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or
email of a PDF document (with confirmation of transmission) if sent during normal business
hours of the recipient, and on the next business day if sent after normal business hours of the

13
recipient, or (d) on the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the respective parties
at the following addresses (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 7 .2):

If to Seller:

MF, Inc.
360 E. 2nd Street Ste. 450
Los Angeles, CA 90012
Attention: Guy Brand, James Kim
Email: [email protected], [email protected]

Ifto Buyer:

Good Smile Connect, LLC

360 E. 2nd Street Ste. 450
Los Angeles, CA 90012
Attention: Bobby Namba
Email: [email protected]

Section 7.3 Interpretation; Headings. This Agreement shall be construed

without regard to any presumption or rule requiring construction or interpretation against the
party drafting an instrument or causing any instrument to be drafted. The headings in this
Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.4 Knowledge. Where any representation or warranty of Seller

contained in this Agreement is expressly qualified by reference "to the knowledge of Seller," or
"to Seller's knowledge" or words of similar import, it refers to the actual knowledge, after a
reasonable inquiry of Guy Brand and James Kim. Where any representation or warranty of
Buyer contained in this Agreement is expressly qualified by reference "to the knowledge of
Buyer," or "to Buyer's knowledge" or words of similar import, it refers to the actual knowledge,
after a reasonable inquiry of Bobby Namba.

Section 7.5 Severability. If any term or provision of this Agreement is

invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or
unenforceability shall not affect any other term or provision of this Agreement.

Section 7.6 Entire Agreement. This Agreement and the other Transaction
Documents constitute the sole and entire agreement of the parties to this Agreement with respect
to the subject matter contained herein and therein, and supersede all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter. In the
event of any inconsistency between the statements in the body of this Agreement and those in the
other Transaction Documents, the Exhibits, and the Disclosure Schedules (other than an
exception expressly set forth as such in the Disclosure Schedules), the statements in the body of
this Agreement will control.

14
 Section 7.7 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective permitted successors and
permitted assigns. Neither party may assign its rights or obligations hereunder, including by
merger or operation of law, without the prior written consent of the other party, which consent
shall not be unreasonably withheld or delayed. Any purported assignment in violation of this
Section 9.6 shall be null and void. No assignment shall relieve the assigning party of any of its
obligations hereunder.

Section 7.8 Amendment and Modification; Waiver. This Agreement may

only be amended, modified, or supplemented by an agreement in writing signed by each party
hereto. No waiver by any party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay
in exercising, any right or remedy arising from this Agreement shall operate or be construed as a
waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or remedy.

Section 7.9 Governing Law; Submission to Jurisdiction. All matters arising

out of or relating to this Agreement shall be governed by and construed in accordance with the
internal laws of the State of California without giving effect to any choice or conflict of law
provision or rule (whether of the State of California or any other jurisdiction). Any legal suit,
action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction
Documents, or the transactions contemplated hereby or thereby may be instituted in the federal
courts of the United States of America or the courts of the State of California in each case
located in the city of Los Angeles and county of Los Angeles, and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or
dispute.

Section 7.10 Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed an original, but all of which together shall be deemed to be one
and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or
other means of electronic transmission shall be deemed to have the same legal effect as delivery
of an original signed copy of this Agreement.

[Signature Page Follows]

15
 IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement
to be executed as of the date first written above by their respective officers thereWlto duly
authorized.

SELLER:
MF, Inc., a California corporation

By:,_.~
Name: Guy Brand
Title: Vice President

BUYER:
Good Smile Connect, LLC, a Delaware limited
liability company

By Crooked Smile Holdings, Inc., its Sole Manager

I
-. I I
By: ~~~·~~~~~~~~~-
'
Name: Takanori Aki
Title: President
 EXHIBIT A
DEFINITIONS CROSS-REFERENCE TABLE

The following terms have the meanings set forth in the location m this Agreement
referenced below:

TERM SECTION
Accounts Receivable Section I. II a)
Actions Section 3.1 l(a)
Affiliate Section l.31b l
Agreement Preamble
Allocation Schedule Section 1.5
Assigned Contracts Section 1.l(e)
Assil:!nment and Assumotion Agreement Section 2.2( a)(ij)
Assumed Liabilities Section l.3(a)
Bill of Sale Section 2.21allil
Books and Records Section 1.1 (k)
Business Recitals
Buyer Preamble
Buver Indemnitees Section 6.2
Closing Section 2.1
Closing Date Section 2.1
Contracts Section 1.lle)
Control Section l.3(b)
Encumbrance Section 3.2
Excess Inventory Section l.4(c)(i)
Excluded Assets Section 1.2
Excluded Liabilities Section l.3(b)
Governmental Authority Section l.Hkl
Governmental Order Section 3.2
Indemnified Party Section 6.4
Indemnifving Partv Section 6.4
Intellectual Propertv Section J.J(g)
Inventorv Section l.](c)
Knowledge Section 7.4
Law Section 3.2
Liabilities Section l.3(a)
Losses Section 6.2
Material Customers Section 3.9(a)
Material Sunnliers Section 3.9!bl
Person Section 3.2
Purchased Assets Section 1.1
Purchase Price Section 1.4
Reoresentatives Section 5.1
Required Consents Section 2.2(a)(viii)
Seller Preamble
Seller Indemnitees Section 6.3
Tangible Personal Prooertv Section 1.l(f)
Taxes Section 3.13
Tax Returns Section 1.5
Third Party Claim Section 6.2(c)
Tinning Point Section 6.6
Trademark Assignment Agreement Section 2.2(a)(iii)
Transaction Documents Section 2.21allvl
 EXHIBITB

BILL OF SALE

This BILL OF SALE (the "Bill of Sale"), dated as of April 1, 2019 is being
delivered by MF, Inc., formerly known as Mighty Fine, a California corporation (the
"Company"), to Good Smile Connect, LLC, a Delaware limited liability company
("Buyer").

WHEREAS, the Company and Buyer have entered into that certain Asset
Purchase Agreement dated April 1, 2019 ("Asset Purchase Agreement"). Capitalized
terms used but not otherwise defined herein shall have the same meaning ascribed to
them in the Asset Purchase Agreement;

WHEREAS, pursuant to the Asset Purchase Agreement between the Company

and Buyer, the Company agrees to sell, convey, transfer and deliver and assign to Buyer,
and Buyer agrees to purchase from the Company in consideration for, among other
things, the payment by Buyer of the Purchase Price, substantially all of the assets owned
by the Company; and

WHEREAS, the parties hereto intend this instrument to further evidence such
sale, conveyance, transfer and delivery and assignment.

NOW, THEREFORE, the parties to this Bill of Sale, in connection with the
Asset Purchase Agreement and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, hereby agree as follows:

1. Recitals. The Recitals set forth above are hereby incorporated by reference
into the agreement by the parties set forth herein.

2. Transfer of Title. The Company has sold, conveyed, transferred and

delivered to and assigned to and vested in, and by these presents does sell, convey,
transfer and deliver to, and assign to and vest in, Buyer and its successors and assigns
forever, all right, title and interest, legal and equitable, in and to all of the Purchased
Assets free and clear of all Encumbrances and liabilities whatsoever.

3. Further Assurance. The Company hereby covenants and agrees that,

without further consideration, at any reasonable time and from time to time after the date
hereof, it will execute and deliver to Buyer such further instruments of sale, conveyance,
assignment and transfer, and take such other action, as Buyer may reasonably request, to
more effectively sell, convey, grant, assign, transfer and deliver all or any portion of the
Purchased Assets to Buyer, and to assure and confirm to any other person the ownership
of the Purchased Assets by Buyer, and to permit Buyer to exercise any of the franchises,
rights, licenses and privileges intended to be sold, conveyed, assigned, transferred and
delivered by the Company to Buyer under the Asset Purchase Agreement.

1
BN 3473598lvl
 4. Power of Attorney. The Company hereby irrevocably constitutes and
appoints Buyer, its successors and assigns, the true and lawful attorneys of the Company
with full power of substitution, in the name of the Company or otherwise, and on behalf
and for the benefit of the Company, its successors and assigns, to demand and receive
from time to time any and all property of the Company hereby conveyed, transferred,
assigned and delivered or intended so to be; to give receipts, releases and acquittances for
or in respect of the same or any part thereof; to institute and prosecute in the name of the
Company or otherwise any and all proceedings at law, in equity or otherwise, which
Buyer, its successors and assigns, may deem necessary to collect, assert or enforce any
claim, title, right, debt or account hereby transferred and assigned or intended so to be;
and to defend and compromise any and all actions, suits or proceedings in respect of any
of the properties hereby assigned and transferred or intended so to be, that Buyer, its
successors or assigns, shall deem necessary or desirable. The Company hereby declares
that the foregoing powers are coupled with an interest and shall be irrevocable in any
manner or for any reason.

5. Excluded Liabilities. Nothing expressed or implied in this Bill of Sale (i)

shall be deemed to be an assumption by Buyer of any Excluded Liabilities of the
Company, or (ii) confers upon any Person, other than the Buyer, the Company and their
respective successors and assigns, any rights, remedies, obligations or liabilities.

6. Amendment. This Bill of Sale shall not be amended or modified except

by an agreement in writing duly executed by Buyer and the Company.

7. Waivers. No failure of any party to exercise any right or remedy given to

such party under this Bill of Sale or otherwise available to such party or to insist upon
strict compliance by any other party with its obligations hereunder, and no custom or
practice of the parties in variance with the terms hereof, shall constitute a waiver of any
party's right to demand exact compliance with the terms hereof, unless such waiver is set
forth in writing and executed by such party. Any such written waiver shall be limited to
those items specifically waived therein and shall not be deemed to waive any future
breaches or violations or other non-specified breaches or violations unless, and to the
extent, set forth therein.

8. Asset Purchase Agreement. This Bill of Sale is subject in all respects to

the terms and conditions of the Asset Purchase Agreement. Nothing contained in this
Bill of Sale shall be deemed to supersede any of the representations, warranties,
covenants or other agreements contained in the Asset Purchase Agreement. To the extent
any provision of this Bill of Sale is inconsistent with the Asset Purchase Agreement, the
provisions of the Asset Purchase Agreement shall control.

9. Third Parties. Nothing in this Bill of Sale, express or implied, is intended

to confer any right or remedy under or by reason of this Bill of Sale on any Person other
than the parties signatory hereto and their respective heirs, representatives, successors
and assigns, nor is anything set forth herein intended to affect or discharge the obligation
or liability of any third Persons to any party to this Bill of Sale, nor shall any provision

2
BN 34735981vl
give any third party any right of subrogation or action over against any party to this Bill
of Sale.

10. Successors and Assigns. This Bill of Sale will be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.

11. Execution; Deliveries. This Bill of Sale to the extent signed and delivered
by means of a facsimile machine or other electronic transmission, shall be treated in all
manner and respects and for all purposes as an original agreement or instrument and shall
be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person.

12. Severabilitv. If any provision of this Bill of Sale shall be adjudged by any
court of competent jurisdiction to be unenforceable or invalid, that provision shall be
limited or eliminated to the minimum extent necessary so that this Bill of Sale shall
otherwise remain in full force and effect and enforceable. Any provision of this Bill of
Sale held invalid or unenforceable only in part or degree will be rewritten by mutual
agreement to so closely reflect the invalid or unenforceable provision, while being valid
and enforceable.

13. Governing Law. This Bill of Sale, the legal relations between the parties
and any action, whether contractual or non-contractual, instituted by any party with
respect to matters arising under or growing out of or in connection with or in respect of
this Bill of Sale shall be governed by and construed in accordance with the laws of the
State of California without regard to conflicts of laws doctrines.

* * *

3
BN 3473598Ivl
 IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be duly
executed by an authorized representative on the day and year first above written.

COMPANY:
MF, Inc., a California corporation

By:
Name: Guy Brand
Title: Vice President

BUYER:
Good Smile Connect, LLC,
a Delaware limited liability company

By Crooked Smile Holdings, Inc., its Sole Manager

' ' I I

Hy: ~~~'-:_._11_._,_r~~~~~~-
Name: Takanori Aki
Title: President

Signature Page to Bill ofSale

BN 3473598lvl
 EXHIBIT C

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as

of April 1, 2019 is being delivered by MF, Inc., formerly known as Mighty Fine, a California
corporation (the "Company"), to Good Smile Connect, LLC, a Delaware limited liability
company ("Buyer").

WHEREAS, the Company and Buyer have entered into that certain Asset Purchase
Agreement dated April 1, 2019 ("Asset Purchase Agreement"). Capitalized terms used but not
otherwise defined herein shall have the same meaning ascribed to them in the Asset Purchase
Agreement; and

WHEREAS, for the purpose of consummating the Closing, the Company has agreed to
assign all of the Company's right, title and interest in, to and under the Assigned Contracts, and
Buyer has agreed to assume the liabilities and obligations of the Company under the Assigned
Contracts after the Closing Date.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is hereby agreed as follows:

1. Recitals. The Recitals set forth above are hereby incorporated by reference into
the agreement by the parties set forth herein.

2. Assignment and Assumption of Liabilities. The Company hereby assigns to

Buyer all of the Company's right, title and interest in, to and under the Assigned Contracts,
which Assigned Contracts are set forth on Exhibit A hereto. Buyer hereby assumes and agrees to
pay, perform and discharge the liabilities and obligations of the Company under the Assigned
Contracts after the Closing Date.

3. Amendment. This Agreement shall not be amended or modified except by an

agreement in writing duly executed by the Company and Buyer.

4. Waivers. No failure of any party to exercise any right or remedy given to such
party under this Agreement or otherwise available to such party or to insist upon strict
compliance by any other party with its obligations hereunder, and no custom or practice of the
parties in variance with the terms hereof, shall constitute a waiver of any party's right to demand
exact compliance with the terms hereof, unless such waiver is set forth in writing and executed
by such party. Any such written waiver shall be limited to those items specifically waived
therein and shall not be deemed to waive any future breaches or violations or other non-specified
breaches or violations unless, and to the extent, set forth therein.

1
BN 30010185v5
 5. Asset Purchase Agreement. This Agreement is subject in all respects to the terms
and conditions of the Asset Purchase Agreement. Nothing contained in this Agreement shall be
deemed to supersede any of the representations, warranties, covenants or other agreements
contained in the Asset Purchase Agreement. To the extent any provision of this Agreement is
inconsistent with the Asset Purchase Agreement, the provisions of the Asset Purchase
Agreement shall control.

6. Third Parties. Nothing in this Agreement, express or implied, is intended to

confer any right or remedy under or by reason of this Agreement on any Person other than the
parties signatory hereto and their respective heirs, representatives, successors and assigns, nor is
anything set forth herein intended to affect or discharge the obligation or liability of any third
Persons to any party to this Agreement, nor shall any provision give any third party any right of
subrogation or action over against any party to this Agreement.

7. Counterparts; Deliveries. This Agreement may be executed simultaneously in

counterparts, each of which shall be deemed an original but together shall constitute one and the
same instrument. This Agreement to the extent signed and delivered by means of a facsimile
machine or other electronic transmission, shall be treated in all manner and respects and for all
purposes as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person.

8. Successors and Assigns. This Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

9. Severability. If any provision of this Agreement shall be adjudged by any court of

competent jurisdiction to be unenforceable or invalid, that provision shall be limited or
eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full
force and effect and enforceable. Any provision of this Agreement held invalid or unenforceable
only in part or degree will be rewritten by mutual agreement to so closely reflect the invalid or
unenforceable provision, while still being valid and enforceable.

10. Governing Law. This Agreement, the legal relations between the parties and any
action, whether contractual or non-contractual, instituted by any party with respect to matters
arising under or growing out of or in connection with or in respect of this Agreement shall be
governed by and construed in accordance with the laws of the State of California without regard
to conflicts of laws doctrines.

* * *

2
BN 30010185v5
 IN WITNESS WHEREOF, each of the parties has caused this Assignment and
Assumption Agreement to be duly executed by an authorized representative on the day and year
first above written.

COMPANY:
MF, lnc., a California corporation

Hy:~----­
Name: Guy Brand
Title: Vice President

BUYER:
Good Smile Connect, LLC,
a Delaware limited liability company

By Crooked Smik Holdings, Inc., its Sole Manager

'.;.~!
.
1\ /·,; iI
.
j

By: ~~~~~~~~~~~~
Name: Takanori Aki
Title: President

Signature Page to Assignment and Assumption Agreement

BN 3001018Sv5
 Exhibit A

I. Product License Agreement, dated August 8, 2016, between the Company and Cartoon
Network Enterprises, Inc. (Over the Garden Wall).

2. Product License Agreement, dated January I, 2013, between the Company and Cartoon
Network Enterprises, Inc., as amended by amendments dated October 21, 2014, April 15,
2015 and December 2, 2016 (Adventure Time with Finn and Jake).

3. License Agreement, dated July I, 2012, between Company and Frederator Networks,
Inc., as amended by amendments dated August 8, 2013, December 15, 2014, April 4,
2017 and February 5, 2018 (Bee and Puppycat).

4. License Agreement dated May I, 2012 between Frederator Networks, Inc. and the
Company, as amended by amendments dated August 8, 2013, and April 7, 2017 (Bravest
Warrior).

5. Merchandise Licensing Agreement, dated May I, 2011, between the Company and
Hasbro, Inc. and Hasbro International, Inc, as amended August 16, 2013 (D&D).

6. Licensing Agreement, dated April 25, 2018, between the Company and Dan Salvato,
LLC (Doki Doki).

7. Merchandise Licensing Agreement, dated May 17, 2016, between Valve Corporation and
the Company, as amended by amendment dated March 8, 2017 (DOTA).

8. Merchandising License Agreement, dated August 5, 2016, between Exploding Kittens,

LLC and the Company as amended by Amendment No. I dated November 10, 2016
(Exploding Kittens).

9. Licensing Agreement, dated May 8, 2017, between Polytron Corporation Incorporated

and the Company (FEZ).

10. Licensing Agreement, dated July 21, 2014, between the Company and Coffee Stain
Studios AB, as amended January I, 2018 (Goat Simulator).

11. License and Services Agreement, dated August 1, 2016, between the Company and
ArenaNet, LLC, as amended by amendments dated January 5, 2017, April 5, 2018 and
June 6, 2018 (Guild Wars 2).

12. License Agreement, dated June 25, 2015, between the Company and Crypton Future
Media, Inc., as amendment July I, 2017 (Hatsune Miku).

13. Licensing Agreement dated July I, 2015 between the Company and What Pumpkin
Studios, LLC, as amended by amendment dated December I 6, 20 I 6 and emails dated
April 22, 2016 and April 23, 2016 (Homestuck & Hiveswap).

14. Licensing Agreement, dated August 4, 2016, between the Company and ZAG America,

Exhibit A
BN 30010185v5
 LLC, as amended by amendments dated February 13, 2017 and January 1, 2018
(Miraculous Ladybug).

15. Licensing Agreement, dated January 1, 2018, between the Company and Monomi Park
LLC, as amended by amendment dated February 12, 2018 (Slime Rancher).

16. Licensing Agreement, dated September 1, [2016), between the Company and D-Pad
Studios AS (Owlboy).

17. Merchandise Licensing Agreement, dated April 18, 2018, between the Company and
PUBG Corporation (PUBG).

18. Licensing Agreement, dated January 1, 2018, between Imaginary People LLC and Euge
Leung (Puglie).

19. License Agreement, dated April 7, 2014, between the Company, Yacht Club Games,
LLC (as licensor) and Eerie Theory Entertainment, Inc. (as agent), as amended by
amendments dated January 29, 2016 and January 1, 2018 (Shovel Knight).

20. Licensing Agreement, dated November 1, 2017, between Imaginary People LLC and
Digital Extremes Ltd. (Warframe).

21. Licensing Agreement, dated October 15, 2013 between the Company and CBS Consumer
Products Inc., as amended by amendments dated January 1, 2014, September 12, 2014,
May 14, 2015, September 1, 2015 and July 20, 2016.

22. Licensing Agreement, dated October 2, 2014 between Company and Electronic Arts Inc.,
with an addendum dated October 15, 2015. (Titan Fall, Mass Effect 1,2, 3, Dragon Age:
Inquisition, Dragon Age II and Dragon Age: Origins).

23. Licensing Agreement, dated December 9, 2013 between Company and Cartoon Network
Enterprises, Inc., as amended by amendments dated May 8, 2015, April 15, 2015, August
15, 2016 & July 23, 2018

24. Warehouse Lease agreement between AAAA Family Real Estate LLC and MF, Inc.
dated April 4, 2018, lease addendum dated April 26, 2018 and lease amendment dated
June 30, 2018.

25. Web development agreement between Imaginato and MF, Inc. dated February 20, 2014.

Exhibit A
BN 30010185v5
 EXHIBIT D

TRADEMARK AND DOMAIN NAME ASSIGNMENT

This TRADEMARK AND DOMAIN NAME ASSIGNMENT (this "Trademark

Assignment"), dated as of April 1, 2019, is being delivered by MF, Inc., formerly known
as Mighty Fine, a California corporation (the "Assignor"), to Good Smile Connect, LLC,
a Delaware limited liability company ("Assignee").

WHEREAS, Assignor is the owner of the trademarks, trade names, service

marks, logos, proprietary designs and slogans, and domain names together with all
translations, adaptations, derivations and combinations thereof, and the trademark
registrations and applications described in Schedule A attached hereto and incorporated
herein by reference (collectively, the "Marks");

WHEREAS, Assignee has executed that certain Asset Purchase Agreement dated
April 1, 2019 ("Asset Purchase Agreement"). Capitalized terms used but not otherwise
defined herein shall have the same meaning ascribed to them in the Asset Purchase
Agreement; and

WHEREAS, pursuant to the terms of the Purchase Agreement, Assignor desires

to assign and Assignee desires to receive, all of the right, title and interest in and to the
Marks and all other trademarks, trade names, service marks, logos, proprietary designs
and slogans, and domain names together with all translations, adaptations, derivations
and combinations thereof, and the trademark registrations and applications therefor,
owned by Assignor (collectively, the "Transferred Trademarks"), together with the
goodwill associated therewith.

NOW, THEREFORE, for the consideration set forth in the Purchase Agreement,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows:

1. Recitals. The Recitals set forth above are hereby incorporated by reference
into the agreement by the parties set forth herein.

2. Assignment of Transferred Trademarks. Assignor hereby sells, transfers,

assigns and sets over unto Assignee, its successors and assigns, all of Assignor's right,
title and interest in and to the Transferred Trademarks, together with the goodwill of the
business upon which the Transferred Trademarks are used and for which they were, were
attempted to be, or will be registered, the income, royalties and damages hereafter due or
payable to Assignor with respect to the Transferred Trademarks, including, without
limitation, damages and payments for past or future infringements and misappropriations
of the Transferred Trademarks, all common law rights related thereto, all rights of
registration, renewal and extension, and the right to sue for damages and profits for past,
present and future infringements or misappropriation thereof.

1
 3. Recording of Transferred Trademarks. Assignor hereby authorizes and
requests the Register of Trademarks of the United States and other applicable
governmental authorities to record Assignee as Assignee of the Transferred Trademarks
to the extent applicable. Further, Assignor hereby authorizes Assignee to deliver certified
copies of this Trademark Assignment, from time to time, in order to record the
assignment of the Transferred Trademarks, with any applicable governmental authorities,
as well as for any other use which may become necessary by Assignee.

4. Further Assurance. Assignor agrees to execute and deliver at the request

of Assignee all papers, instruments and assignments, and to perform any other reasonable
acts Assignee may request in order to vest all of the right, title and interest in and to the
Transferred Trademarks in Assignee, to more fully and effectively effectuate the
purposes of this Trademark Assignment, or to provide evidence to support any of the
foregoing in the event such evidence is deemed necessary by Assignee.

5. Power of Attorney. Assignor and Assignee hereby irrevocably appoints

Assignee to be its true and lawful attorney in fact with full power of substitution in
Assignor's name and stead, in equity or otherwise, to execute, acknowledge and deliver
any further deeds or documents which may prove necessary to vest or perfect the
aforesaid rights in Assignee, and to use Assignor's name for the purpose of registering
the assignment of the Transferred Trademarks in any relevant registries of any country to
the extent applicable. Assignor hereby declares that the foregoing power is coupled with
an interest and as such is irrevocable.

6. Excluded Liabilities. Nothing expressed or implied in this Trademark

Assignment (i) shall be deemed to be an assumption by Assignee of any liabilities of the
Assignor, or (ii) confers upon any Person, other than the Assignee, the Assignor and their
respective successors and assigns, any rights, remedies, obligations or liabilities.

7. Amendment. This Trademark Assignment shall not be amended or

modified except by an agreement in writing duly executed by Assignor and Assignee.

8. Waivers. No failure of any party to exercise any right or remedy given to

such party under this Trademark Assignment or otherwise available to such party or to
insist upon strict compliance by any other party with its obligations hereunder, and no
custom or practice of the parties in variance with the terms hereof, shall constitute a
waiver of any party's right to demand exact compliance with the terms hereof, unless
such waiver is set forth in writing and executed by such party. Any such written waiver
shall be limited to those items specifically waived therein and shall not be deemed to
waive any future breaches or violations or other non-specified breaches or violations
unless, and to the extent, set forth therein.

-2-
 9. Purchase Agreement. This Trademark Assignment is subject in all
respects to the terms and conditions of the Purchase Agreement. Nothing contained in
this Trademark Assignment shall be deemed to supersede any of the representations,
warranties, covenants or other agreements contained in the Purchase Agreement. To the
extent any provision of this Trademark Assignment is inconsistent with the Purchase
Agreement, the provisions of the Purchase Agreement shall control.

10. Third Parties. Nothing in this Trademark Assignment, express or implied,

is intended to confer any right or remedy under or by reason of this Trademark
Assignment on any Person other than the parties signatory hereto and their respective
heirs, representatives, successors and assigns, nor is anything set forth herein intended to
affect or discharge the obligation or liability of any third Persons to any party to this
Trademark Assignment, nor shall any provision give any third party any right of
subrogation or action over against any party to this Trademark Assignment.

11. Successors and Assigns. This Trademark Assignment will be binding

upon and inure to the benefit of the parties hereto and their respective successors and
assigns.

12. Countemarts; Deliveries. This Trademark Assignment may be executed

simultaneously in counterparts, each of which shall be deemed an original but together
shall constitute one and the same instrument. This Trademark Assignment to the extent
signed and delivered by means of a facsimile machine or other electronic transmission,
shall be treated in all manner and respects and for all purposes as an original agreement
or instrument and shall be considered to have the same binding legal effect as if it were
the original signed version thereof delivered in person.

13. Severability. If any provision of this Trademark Assignment shall be

adjudged by any court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent necessary so that this
Trademark Assignment shall otherwise remain in full force and effect and enforceable.
Any provision of this Trademark Assignment held invalid or unenforceable only in part
or degree will be rewritten by mutual agreement to so closely reflect the invalid or
unenforceable provision, while being valid and enforceable.

14. Headings. The title of and the article, section and paragraph headings in
this Trademark Agreement and the provision of tables of contents are for convenience of
reference only and shall not govern or affect the interpretation of any of the terms or
provisions of this Agreement.

15. Governing Law. This Trademark Assignment, the legal relations between
the parties and any action, whether contractual or non-contractual, instituted by any party
with respect to matters arising under or growing out of or in connection with or in respect
of this Trademark Assignment shall be governed by and construed in accordance with the
laws of the State of California without regard to conflicts of laws doctrines .

* • •
-3-
 IN WITNESS WHEREOF, Assignor has caused this Trademark and Domain
Name Assignment to be executed and delivered by a duly authorized officer as of the day
and year first above written.

ASSIGNOR:
MF, Inc., a California corporation

By:.-~·
Name: Guy Brand
Title: Vice President

Acknowledged and Accepted by:

ASSIGNEE:
Good Smile Connect, LLC,
a Delaware limited liability company

By: Crooked Smile Holdings, Inc., its Sole

Manager
' .
, ---.:Ot-:\ \,- ( ( I.
By: ~~~~~~~~~~~
Name: Takanori Aki
Title: President

Signature Page to Trademark and Domain Name Assignment

 Schedule A

Marks
Trademarks:

Trademark Country Class Registration Registration Date Renewal/

Number Expiration Date

1. CHIBISM USA 28 NIA (abandoned as November 25, 2014 NIA

of January 30, 2017)

2. CUDDLEHEROES USA 28 4864321 December 1, 2015 December 1, 2025

3. FOR FANS BY FANS USA 25;28;35 4699463 March 10, 2015 March 10, 2025

4. STUDIO CHIBI USA 28 5566220 September 18, 2018 September 18, 2028

5. Fan Forge USA NIA NIA NIA NIA

(unregistered)

Domain Names

1. forfansbyfans.com
2. forfansxfans.com
3. cuddleheroes.com (pillow line)
4. officialvalvestore.com
5. valvestore.forfansbyfans.com
6. fanforge.com
7. fanforge.org
8. weloveartists.com
9. goodsmileconnect.com

Schedule A
DocuSign Envelope ID: 9D1CE19B-0454-1627-BCE6-FE9006E60D33

EXHIBITE

To whom it may concern:

The undersigned are the holder of the obligations of MF, Inc., formerly Mighty Fine, Inc. ("MF,
Inc."), in the amounts designated below as "Notes." The undersigned acknowledge that the
Notes are unsecured obligations of MF, Inc. and that they are general creditors with no
preferences or priorities among the creditors of MF, Inc.

The undersigned are aware that MF, Inc. is in the process of selling its assets to Good Smile
Connect, LLC (the "Buyer"). The undersigned acknowledge that they will assert no claims in
the proposed sale to any of the proceeds from the sale. They further agree to hold the Buyer
harmless as to the amounts owed to them under the Notes or any other obligations of MF, Inc.

Notes
Guy Brand $308,500.00
Stacy Brand $808,500.00
Patty Timsawat $137.000.00
Total: $ J,254,000,QQ

Dated: 3/30/2019

M•d'2'20~-'-~-~-·•by._. ___-.- - - - -

Dated: 3/31/2019 March 28, 2019

~~~-
~rmitntt•
Dated: 4/1/2019

BN 35883801v1
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.1 (a)

Accounts Receivables

Date Transaction Type Num Customer Due Date Open Balance

03/14/2019 Invoice 2428 FS HOLDING LTD. 03/14/2019 $7,823.00
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.1 (b)

Net Income Bandai Namco

Date Invoice # Due date Income Expense Overhead Net Income

5/24/2018 1109 5/31/2018 $46,939.00 $30,586.70 $15,293.35 $1,058.95
5/25/2018 1111 6/1/2018 $53,540.00 $31,626.63 $15,813.32 $6,100.06
5/25/2018 1112 6/8/2018 $27,243.00 $16,348.68 $8,174.34 $2,719.98
5/29/2018 1117 6/5/2018 $4,425.00 $2,672.00 $1,336.00 $417.00
5/31/2018 1119 6/7/2018 $8,871.84 $6,113.95 $3,056.98 -$299.09
6/5/2018 1121 6/11/2018 $3,090.00 $2,453.90 $1,226.95 -$590.85
6/13/2018 1128 6/20/2018 $51,507.50 $36,831.68 $18,415.84 -$3,740.02
8/23/2018 1194 8/30/2018 $3,341.00 $2,041.00 $1,020.50 $279.50
8/23/2018 1193 8/30/2018 $2,000.00 $1,000.00 $500.00 $500.00
8/23/2018 1192 8/30/2018 $3,610.00 $1,314.00 $657.00 $1,639.00
9/28/2018 2200 9/28/2018 $4,485.00 $3,273.66 $1,636.83 -$425.49
11/13/2018 2330 11/13/2018 $4,258.50 $2,705.10 $1,352.55 $200.85
TOTALS $213,310.84 $136,967.30 $68,483.65 $7,859.89
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.1 (d)

Open Orders (Payment Collected)

Order Payment Method Store Customer Amount Date

51397430 Paypal FFBF Aubrey Greeson $18.28 2019-04-02 13:29:20
51397230 Paypal FFBF Katy Tunks $29.06 2019-04-02 13:08:35
51395630 Pay with Amazon FFBF Julia Schneider $24.80 2019-04-02 08:47:38
51391530 Paypal FFBF Elizabeth Ryczek $18.63 2019-04-01 15:17:35
51390530 Paypal FFBF Jacquelin Kappes $46.45 2019-04-01 12:41:22
51388330 Paypal FFBF Trystian Boring $64.75 2019-03-31 23:35:52
51382430 Paypal FFBF Doreen Wiesbeck $46.45 2019-03-31 10:52:56
51377631 Paypal FFBF Kieran Smith $95.02 2019-03-30 17:24:27
51377630 Paypal FFBF Kieran Smith $104.88 2019-03-30 17:24:27
51372730 Paypal FFBF Jasmine Nash $41.45 2019-03-29 22:39:19
51372630 Paypal FFBF Brittney Capps $29.33 2019-03-29 21:40:47
51372530 Paypal FFBF Kyle King $29.06 2019-03-29 21:03:49
51371530 Paypal FFBF CeliaXilean希林 $76.45 2019-03-29 19:19:17
51370330 Paypal FFBF panic.pineapple $40.34 2019-03-29 17:10:55
51369330 Paypal FFBF Jon Chinnery $70.86 2019-03-29 16:35:27
51364730 Paypal FFBF Nick Blow $41.45 2019-03-29 02:06:51
51357130 Paypal FFBF Tony Tipveau $46.45 2019-03-28 06:19:31
51356630 Paypal FFBF Janina Kotainy $41.45 2019-03-28 01:58:53
51354430 Pay with Amazon FFBF Daniel Barragan $19.61 2019-03-27 19:04:06
51346830 Paypal FFBF Adora Lanphere $57.65 2019-03-27 07:30:02
51340830 Paypal FFBF Nicolas Farges $24.80 2019-03-26 12:58:52
51340430 Paypal FFBF xraylima $24.80 2019-03-26 12:41:14
51339830 Paypal FFBF Ken Schmitz $46.45 2019-03-26 09:56:38
51339530 Paypal FFBF Xidane Faustus $40.56 2019-03-26 08:47:20
51337130 Paypal FFBF Eric McGraw $29.19 2019-03-25 20:19:52
51333630 Paypal FFBF Eevie Demirtel $76.45 2019-03-25 13:51:53
51331230 Paypal FFBF Cyncit $35.56 2019-03-25 06:44:00
51331130 Paypal FFBF Abdulrahman Alharbi $24.80 2019-03-25 04:53:28
51329730 Paypal FFBF Jean-Gabriel Simard $40.56 2019-03-24 19:18:00
51328430 Paypal FFBF Melinda Stephens $28.88 2019-03-24 15:14:16
51325830 Paypal FFBF Daniel Ocampo $18.49 2019-03-24 04:00:28
51325230 Paypal FFBF Gabriele Ranut $41.45 2019-03-24 00:00:08
51325130 Paypal FFBF Tristyn Torriani $18.28 2019-03-23 21:08:01
51323630 Paypal FFBF Stephen Smith $37.65 2019-03-23 17:05:50
51322430 Paypal FFBF Eric Kozak $35.56 2019-03-23 14:47:22
51321030 Paypal FFBF Miranda Claypool $31.20 2019-03-23 11:29:08
51320830 Paypal FFBF HK-47 $28.96 2019-03-23 11:03:57
51320530 Paypal FFBF Ryan Russell $31.26 2019-03-23 10:04:01
51319530 Paypal FFBF Karina Gordo $22.86 2019-03-23 08:26:39
51318630 Paypal FFBF Paula Lackford $24.80 2019-03-23 04:38:32
51317930 Paypal FFBF Matthew Chandler $31.20 2019-03-23 01:48:29
51317530 Paypal FFBF Bertrand Mayesky $24.80 2019-03-23 00:53:47
51313630 Paypal FFBF Bill Toce $29.33 2019-03-22 17:06:08
51312430 Paypal FFBF TDSrock undefined $41.45 2019-03-22 15:01:27
51309130 Paypal FFBF John Christensen $35.53 2019-03-22 12:12:58
51300630 Paypal FFBF Franziska Müller $46.45 2019-03-21 12:50:26
51299330 Paypal FFBF Connie Parra $46.45 2019-03-21 08:43:35
51298930 Paypal FFBF TawnyOwlet $24.98 2019-03-21 08:29:10
51298830 Paypal FFBF Sandra Grunzinger $29.19 2019-03-21 08:19:44
51296730 Paypal FFBF Jamie Trapp $29.06 2019-03-20 20:11:02
 DISCLOSURE SCHEDULES

51292530 Paypal FFBF Arthur Salahun $46.45 2019-03-20 06:50:38

51290430 Paypal FFBF Jonathan Smith $35.53 2019-03-19 18:52:16
51288630 Pay with Amazon FFBF Jonathan Go $27.38 2019-03-19 14:55:21
51284830 Paypal FFBF Mike McFee $33.25 2019-03-19 05:04:43
51283730 Paypal FFBF Trevor Connolly $23.25 2019-03-18 20:11:26
51282730 Paypal FFBF Nicole Gauzens $35.53 2019-03-18 17:26:17
51278330 Pay with Amazon FFBF Patricia Barnett $31.20 2019-03-18 09:16:18
51273330 Paypal FFBF Christoph Schiel $46.45 2019-03-17 13:26:37
51272830 Paypal FFBF Teresa Kramer $88.50 2019-03-17 12:20:18
51271830 Paypal FFBF Steve Flanders $39.92 2019-03-17 09:46:39
51271630 Pay with Amazon FFBF Borja López Galeote $24.80 2019-03-17 09:35:22
51270430 Paypal FFBF Danielle Prieto $58.25 2019-03-17 04:31:13
51266630 Paypal FFBF Sadie Fernandez $28.96 2019-03-16 16:04:59
51265930 Paypal FFBF Victoria Chan $97.50 2019-03-16 14:36:14
51264730 Paypal FFBF David Davoodi $61.50 2019-03-16 13:03:08
51264030 Paypal FFBF Mina A $35.56 2019-03-16 12:03:42
51262330 Paypal FFBF Fabian Flinspach $41.45 2019-03-16 08:00:37
51262130 Pay with Amazon FFBF Shannon Slimak $18.63 2019-03-16 07:14:48
51258930 Pay with Amazon FFBF Kylie Williams $31.20 2019-03-15 20:42:38
51258730 Paypal FFBF kyra paquet $35.56 2019-03-15 20:25:51
51258430 Paypal FFBF Renee Nelson $57.82 2019-03-15 19:56:37
51256530 Paypal FFBF Breezi Overby $29.33 2019-03-15 17:40:56
51255230 Paypal FFBF Robert Pryor $41.45 2019-03-15 16:09:41
51253730 Paypal FFBF Jenna DeTrapani $54.50 2019-03-15 14:35:08
51253530 Paypal FFBF Hannah Black $29.19 2019-03-15 14:18:46
51246730 Paypal FFBF Terri Bensinger $29.19 2019-03-15 07:19:48
51244830 Paypal FFBF enemyfire6 $35.53 2019-03-15 04:11:08
51238430 Paypal FFBF Just call $35.56 2019-03-14 18:28:01
51235030 Paypal FFBF Nicholas Vogt $281.50 2019-03-14 15:22:30
51234730 Paypal FFBF Janice Scott $59.84 2019-03-14 14:17:23
51233030 Paypal FFBF Alex Weber $18.49 2019-03-14 11:11:25
51232330 Paypal FFBF Josef deVries $41.45 2019-03-14 07:58:49
51230530 Paypal FFBF Amber Cofield $29.06 2019-03-13 21:35:40
51229830 Paypal FFBF lydia meredith $18.28 2019-03-13 20:04:31
51229330 Paypal FFBF Mike Chiu $37.79 2019-03-13 18:55:09
51228030 Paypal FFBF Timo Schumacher $46.45 2019-03-13 14:00:06
51226830 Paypal FFBF Marvin Hamlett $18.63 2019-03-13 08:30:01
51223430 Pay with Amazon FFBF ryinri $35.12 2019-03-12 17:23:24
51222330 Paypal FFBF Ecco $24.80 2019-03-12 14:54:35
51221630 Pay with Amazon FFBF Zayed Al-Thani $25.00 2019-03-12 12:29:56
51221030 Paypal FFBF Katie Tom-Wolverton $38.25 2019-03-12 09:39:36
51220530 Pay with Amazon FFBF Noelle Corradi $28.96 2019-03-12 05:50:28
51220430 Paypal FFBF Andreas $24.80 2019-03-12 04:40:59
51220230 Paypal FFBF Mirjam Versluis $46.45 2019-03-12 02:41:47
51219430 Paypal FFBF June V $37.83 2019-03-11 22:04:51
51217030 Paypal FFBF Florian Schneider $41.45 2019-03-11 14:22:50
51216830 Paypal FFBF Vincent Avery $29.33 2019-03-11 14:17:44
51215130 Paypal FFBF Robert Washek $23.25 2019-03-11 05:08:37
51214330 Paypal FFBF Aria Seri $37.28 2019-03-10 22:45:53
51212730 Paypal FFBF Brittany Behr $31.26 2019-03-10 19:59:58
51208730 Paypal FFBF Alex Parsons $29.06 2019-03-10 13:09:31
51208030 Paypal FFBF Marion Vigier $24.80 2019-03-10 10:48:08
51206630 Paypal FFBF Steven Brown $66.45 2019-03-10 01:39:02
51206230 Paypal FFBF Shannon Bednarz $35.12 2019-03-09 22:59:37
 DISCLOSURE SCHEDULES

51202130 Paypal FFBF Julian K $24.80 2019-03-09 05:10:23

51201930 Paypal FFBF Sara $24.62 2019-03-09 02:45:45
51201330 Pay with Amazon FFBF Max Kaehn $31.26 2019-03-08 22:39:51
51200230 Paypal FFBF Mackenzie Martin $18.49 2019-03-08 19:31:42
51199930 Paypal FFBF Caitlin Molyneux $41.45 2019-03-08 19:21:53
51199630 Paypal FFBF Bryce Vangeytenbeek $41.45 2019-03-08 18:13:51
51199130 Paypal FFBF Knight of Daisies $28.96 2019-03-08 15:10:06
51199030 Paypal FFBF Veronica Fisher $41.45 2019-03-08 14:58:56
51198430 Paypal FFBF Jules Gia $33.25 2019-03-08 13:43:23
51197930 Paypal FFBF Aleisha Gayle $46.45 2019-03-08 12:17:43
51197530 Paypal FFBF Katheryn Cantu $29.06 2019-03-08 11:31:06
51197030 Paypal FFBF Orry Speer $46.45 2019-03-08 10:47:30
51196930 Paypal FFBF Amélie Jarry $35.56 2019-03-08 10:47:03
51196330 Paypal FFBF Seaira Kovach $29.33 2019-03-08 09:58:35
51195730 Paypal FFBF Miram Koppen $66.45 2019-03-08 09:01:30
51195630 Pay with Amazon FFBF Ed Bronowski $29.19 2019-03-08 09:00:23
51195430 Paypal FFBF Sam Mahl $33.25 2019-03-08 08:48:13
51195130 Paypal FFBF Thuy Ho $24.80 2019-03-08 08:33:49
51194330 Paypal FFBF Rebekah Lloyd $35.56 2019-03-08 07:31:55
51194230 Pay with Amazon FFBF Michelle Stoppelenburg $29.33 2019-03-08 06:25:44
51193430 Paypal FFBF Dracos $31.20 2019-03-07 22:10:48
51192730 Paypal FFBF Gordon Winchester $24.80 2019-03-07 17:12:15
51192530 Paypal FFBF Jessica Marshman-Albert $22.86 2019-03-07 17:02:03
51191630 Paypal FFBF Isabella Louve $24.80 2019-03-07 15:34:42
51188030 Paypal FFBF Michael Bzdyl $24.98 2019-03-06 20:16:03
51185230 Paypal FFBF Mike Penny $18.63 2019-03-06 11:49:27
51184130 Paypal FFBF Sven Bomwollen $46.45 2019-03-06 04:51:13
51183830 Paypal FFBF Christopher Buttery $46.45 2019-03-06 00:37:20
51183230 Paypal FFBF Speykk undefined $35.53 2019-03-05 21:49:37
51180330 Paypal FFBF Kyle Bouwens $18.36 2019-03-05 08:38:16
51179030 Paypal FFBF P3nquin $18.22 2019-03-04 20:26:03
51178430 Paypal FFBF Brian Labbe $23.25 2019-03-04 17:14:52
51176930 Paypal FFBF Hugo Miard $46.45 2019-03-04 12:10:38
51176630 Paypal FFBF Jeanny Heine $24.80 2019-03-04 09:21:48
51175630 Paypal FFBF Mario Sillmann $61.45 2019-03-04 02:18:20
51175130 Paypal FFBF Yuhao Su $76.45 2019-03-03 21:55:33
51174730 Paypal FFBF Michael Phuong $37.79 2019-03-03 20:18:41
51174430 Pay with Amazon FFBF Carl Aalto $37.79 2019-03-03 18:39:40
51172030 Paypal FFBF Bwatkiss Bwatkis $18.28 2019-03-03 13:18:12
51171330 Paypal FFBF Susana Medina $24.80 2019-03-03 10:24:37
51170230 Paypal FFBF Keith Zabalaoui $18.36 2019-03-03 01:11:48
51166930 Paypal FFBF Timothy Barrington $40.56 2019-03-02 11:36:55
51165830 Paypal FFBF Dwayne Knight $35.53 2019-03-02 08:57:09
51164730 Paypal FFBF rachel mathis $18.63 2019-03-02 05:20:41
51164630 Paypal FFBF michele maccarone $24.80 2019-03-02 03:40:48
51159930 Paypal FFBF Susanna Bergljung $24.80 2019-03-01 11:48:47
51159630 Paypal FFBF Sophia Lowski $24.80 2019-03-01 11:05:37
51158630 Paypal FFBF jemilein undefined $46.45 2019-03-01 08:18:00
51157630 Paypal FFBF Kelly Desfontaine $46.45 2019-03-01 01:48:16
51157530 Paypal FFBF Felix $35.12 2019-02-28 23:19:17
51151130 Paypal FFBF Rachel Cessna $18.63 2019-02-27 14:58:10
51146230 Paypal FFBF Christina Hauke $61.45 2019-02-26 13:27:50
51145830 Paypal FFBF Emilie Tangen $24.80 2019-02-26 11:59:11
51145630 Paypal FFBF Pauline Graupner $46.45 2019-02-26 10:52:30
 DISCLOSURE SCHEDULES

51144730 Paypal FFBF Pieter Singelyn $24.80 2019-02-26 07:18:18

51144430 Paypal FFBF Sam Brown $46.45 2019-02-26 06:32:37
51143230 Paypal FFBF Kat Caldwell $24.98 2019-02-25 19:25:37
51142330 Paypal FFBF Jeanette Stilen $24.80 2019-02-25 16:52:25
51142130 Paypal FFBF Josh Kole $18.63 2019-02-25 16:42:48
51141830 Paypal FFBF Mordryne $24.80 2019-02-25 15:25:36
51140030 Paypal FFBF Juliana Hildebrandt $61.45 2019-02-25 08:57:01
51137530 Paypal FFBF Daniel Mercer $30.00 2019-02-24 17:30:38
51135430 Paypal FFBF Chelsea Hansson $35.53 2019-02-24 12:07:41
51134830 Paypal FFBF Lara Berres $24.80 2019-02-24 11:19:55
51133630 Paypal FFBF David G $40.56 2019-02-24 07:32:39
51132930 Paypal FFBF Georg Thompson $24.80 2019-02-24 02:19:42
51132630 Paypal FFBF Quentin Böttger $24.80 2019-02-24 00:23:21
51131830 Pay with Amazon FFBF Little Mustardseed $19.63 2019-02-23 21:26:41
51131430 Paypal FFBF Ferrita $24.80 2019-02-23 18:02:12
51131030 Pay with Amazon FFBF Keith Bingham $35.24 2019-02-23 16:46:51
51128330 Paypal FFBF Dale Holmes $35.12 2019-02-23 08:10:11
51126030 Paypal FFBF Hannah Femino $35.38 2019-02-22 22:17:26
51123730 Paypal FFBF Bob Robertson $46.45 2019-02-22 13:19:58
51122830 Paypal FFBF André Langemeyer $24.80 2019-02-22 11:08:48
51121430 Paypal FFBF Cynthia Beauregard $40.56 2019-02-22 07:52:47
51121130 Paypal FFBF Geht dich Nix an $24.80 2019-02-22 06:24:59
51115430 Paypal FFBF Niels Werdermann $46.45 2019-02-21 11:27:01
51114430 Pay with Amazon FFBF Marie Hoff $18.63 2019-02-21 07:48:39
51113930 Paypal FFBF Eefje Suffeleers $24.80 2019-02-21 06:10:41
51112330 Pay with Amazon FFBF Zhoobin Molavi $19.63 2019-02-20 20:26:25
51112230 Paypal FFBF Commissar Cain $23.38 2019-02-20 18:40:26
51111730 Paypal FFBF Sarah Lepianka $18.63 2019-02-20 17:04:18
51110430 Paypal FFBF Finny Johns $18.63 2019-02-20 14:32:25
51109530 Pay with Amazon FFBF J $35.24 2019-02-20 11:30:38
51108630 Paypal FFBF Anni Viherä $46.45 2019-02-20 08:45:50
51107430 Paypal FFBF Gianluca Scala $46.45 2019-02-20 05:20:37
51107230 Paypal FFBF Keith Spidel $18.63 2019-02-20 04:45:55
51106430 Pay with Amazon FFBF Chelsea Finnie $46.27 2019-02-19 21:46:52
51105930 Paypal FFBF Zak K $38.25 2019-02-19 20:03:11
51103930 Paypal FFBF Joana Zimmermann $24.80 2019-02-19 16:40:56
51103830 Paypal FFBF Heather Seningen $48.95 2019-02-19 16:25:02
51103030 Paypal FFBF Isabel Ebeling $46.45 2019-02-19 15:02:05
51101130 Paypal FFBF Cirina $24.80 2019-02-19 10:43:55
51099830 Paypal FFBF Elisa Salmi $46.45 2019-02-19 08:02:10
51099030 Paypal FFBF Jose Alvarez $46.45 2019-02-19 06:47:16
51098130 Pay with Amazon FFBF Katie Ramsey $18.28 2019-02-18 21:44:15
51096730 Paypal FFBF KLEPTOROTH $37.79 2019-02-18 17:18:54
51095530 Paypal FFBF Katherine $35.38 2019-02-18 14:50:39
51094530 Paypal FFBF Alexander Nye $46.45 2019-02-18 12:24:19
51094030 Paypal FFBF rob $46.45 2019-02-18 09:47:08
51093530 Paypal FFBF Romana Neumann $46.45 2019-02-18 07:49:10
51092730 Pay with Amazon FFBF Melissa Cruz-Campbell $38.25 2019-02-17 22:57:04
51091730 Paypal FFBF Eric Vogel $18.63 2019-02-17 19:32:21
51091630 Paypal FFBF James Berger $30.00 2019-02-17 19:25:21
51091330 Pay with Amazon FFBF Natalie Gordon $37.82 2019-02-17 18:30:15
51089630 Paypal FFBF Deku $35.38 2019-02-17 10:37:59
51088930 Paypal FFBF Andi $24.80 2019-02-17 06:35:33
51088730 Paypal FFBF sofie roberts $46.45 2019-02-17 05:37:17
 DISCLOSURE SCHEDULES

51088630 Paypal FFBF Daniel Gittler $46.45 2019-02-17 04:56:29

51088330 Pay with Amazon FFBF Chris Demoulin $24.80 2019-02-17 01:04:05
51087630 Paypal FFBF Krina Martin $49.28 2019-02-16 19:19:18
51087330 Paypal FFBF Dana Mazza $18.63 2019-02-16 18:13:40
51086730 Paypal FFBF Sialek $55.56 2019-02-16 15:26:34
51086330 Paypal FFBF Sean Oakes $18.63 2019-02-16 13:18:16
51085630 Paypal FFBF Sarah Vetter $24.80 2019-02-16 12:13:41
51085230 Paypal FFBF Aurèle Camps $46.45 2019-02-16 10:32:02
51084730 Paypal FFBF Weber Floriane $46.45 2019-02-16 05:55:09
51084630 Paypal FFBF Sandra Liebe $24.80 2019-02-16 04:26:10
51084530 Paypal FFBF Elison Schär $76.45 2019-02-16 00:54:13
51084230 Paypal FFBF Amber Hooper $37.87 2019-02-15 22:43:01
51084030 Paypal FFBF Anna Chiknavaryan $18.28 2019-02-15 21:47:37
51082730 Paypal FFBF Jackie Chiang $35.53 2019-02-15 19:06:11
51082230 Paypal FFBF Kayle Mariette $35.53 2019-02-15 17:46:12
51082130 Paypal FFBF John Pitzel $18.36 2019-02-15 17:44:42
51082030 Pay with Amazon FFBF Aurora Peachy $35.53 2019-02-15 17:36:37
51081330 Paypal FFBF Catherine Kerr $46.45 2019-02-15 14:27:19
51081030 Paypal FFBF Jasmin Grassinger $24.80 2019-02-15 13:37:20
51080930 Pay with Amazon FFBF Stefan Hofmann $46.45 2019-02-15 13:22:35
51080730 Paypal FFBF Maximilian Cerny-Probst $61.45 2019-02-15 12:47:37
51080630 Paypal FFBF Victoria Wu $19.63 2019-02-15 12:45:02
51080330 Paypal FFBF Jasmin Strobel $91.45 2019-02-15 12:17:16
51080230 Paypal FFBF Alexandra Hepp $46.45 2019-02-15 11:59:39
51080130 Paypal FFBF Maria Starick $46.45 2019-02-15 11:42:29
51078730 Paypal FFBF Denise Mittelstädt $61.45 2019-02-15 07:57:38
51077930 Paypal FFBF Dominika Zakowicz $35.53 2019-02-15 06:20:32
51077830 Paypal FFBF Florian Gmeiner $46.45 2019-02-15 06:13:56
51077730 Paypal FFBF Vanessa Siefken $46.45 2019-02-15 05:52:56
51077230 Paypal FFBF Desther $46.45 2019-02-15 05:02:28
51077130 Paypal FFBF sonja weber $46.45 2019-02-15 04:16:52
51076830 Paypal FFBF Melissa Johnson $35.38 2019-02-15 03:02:57
51076630 Paypal FFBF Callum Goss $24.80 2019-02-15 02:25:28
51076430 Paypal FFBF Max Stadler $46.45 2019-02-15 00:53:32
51076130 Paypal FFBF Erika Silbermann $46.45 2019-02-14 22:28:32
51076030 Paypal FFBF Myles Ammett $46.45 2019-02-14 22:02:28
51075830 Paypal FFBF AnneMartha Harnes $46.45 2019-02-14 21:24:51
51074730 Paypal FFBF Jonah Pazol $18.49 2019-02-14 19:24:04
51074630 Paypal FFBF Kelly Guernsey $35.38 2019-02-14 19:22:20
51074230 Paypal FFBF Lindsay McClain $18.63 2019-02-14 18:55:38
51073830 Pay with Amazon FFBF Darker Crimson $37.99 2019-02-14 18:34:44
51072730 Paypal FFBF Nat M $18.28 2019-02-14 16:49:11
51072530 Paypal FFBF Rüssel P. $61.45 2019-02-14 16:08:40
51072030 Paypal FFBF Elise Haight $35.02 2019-02-14 15:23:46
51071630 Paypal FFBF Heather Davis $35.53 2019-02-14 14:25:49
51071430 Paypal FFBF Lisa Mohr $24.80 2019-02-14 14:00:17
51071030 Paypal FFBF Paul Reynolds $35.02 2019-02-14 13:41:01
51070930 Pay with Amazon FFBF Romain Verove $46.45 2019-02-14 13:40:12
51070630 Paypal FFBF Wiirbelsturm $46.45 2019-02-14 13:12:48
51070030 Paypal FFBF Amira Muck $46.45 2019-02-14 11:51:59
51069930 Pay with Amazon FFBF Antonia Bergmann $24.80 2019-02-14 11:31:01
51069830 Paypal FFBF Party Guillaume $46.45 2019-02-14 11:26:28
51069730 Paypal FFBF Alexus Thompson $35.53 2019-02-14 11:19:56
51069530 Paypal FFBF C.C. $35.53 2019-02-14 11:08:19
 DISCLOSURE SCHEDULES

51069230 Pay with Amazon FFBF Phillip Ortmann $46.45 2019-02-14 11:06:25
51069030 Pay with Amazon FFBF Amanda DiFatta $35.53 2019-02-14 10:38:48
51068630 Paypal FFBF Adrien COUDERT $46.45 2019-02-14 10:14:00
51068230 Paypal FFBF Kaitlyn Pitcher $35.53 2019-02-14 09:57:56
51068030 Paypal FFBF Ashvanora $18.63 2019-02-14 09:49:12
51067530 Paypal FFBF Thomas Ruddle $46.45 2019-02-14 06:09:10
50905830 Paypal FFBF Andrea Jackson $66.19 2019-01-20 11:08:37
50896730 Paypal FFBF Kristofer Sanchez $55.19 2019-01-19 16:05:55
50890230 Paypal FFBF V Vargas $140.19 2019-01-19 09:31:04
49616330 Paypal FFBF Theodore Bouzalas $72.48 2018-10-07 12:38:47
49607430 Paypal FFBF John Mui $66.48 2018-10-06 13:11:51
49607330 Paypal FFBF Ellis Clark $141.48 2018-10-06 13:02:57
49607230 Paypal FFBF Matthew Ballard $87.48 2018-10-06 12:55:35
49604830 Paypal FFBF Aaron Reyes $142.48 2018-10-06 10:32:09
49597430 Paypal FFBF Collin Bancroft $56.48 2018-10-05 10:59:22
49595832 Paypal FFBF Kenneth Hojas $67.48 2018-10-05 08:15:21
49595831 Paypal FFBF Kenneth Hojas $72.48 2018-10-05 08:15:21
49595830 Paypal FFBF Kenneth Hojas $59.48 2018-10-05 08:15:21
49588830 Paypal FFBF Malik Spivey $80.48 2018-10-04 11:35:54
49386530 Paypal FFBF sarah green $77.91 2018-09-01 17:46:12
10432030 Paypal VS mooney $69.50 2019-04-01 05:21:41
10430330 Paypal VS Qingyun Dan $77.87 2019-03-31 12:18:02
10429630 Paypal VS Deltaos $74.81 2019-03-31 01:11:59
10427630 Paypal VS BaggiestJaguar $69.77 2019-03-29 21:05:26
10426730 Paypal VS Zach $69.21 2019-03-29 17:09:27
10426630 Paypal VS ᴀʙsᴜʀᴅ ʜᴇʀᴏ $68.73 2019-03-29 17:05:28
Total $11,816.29

Open Orders (No Payment Collected)

Order Store Customer Amount Date

51394330 FFBF Tara Sulman $29.19 2019-04-01 21:22:14
51394130 FFBF Kelli Garcia $28.96 2019-04-01 19:54:46
51389630 FFBF Faviola Vasquez $19.61 2019-04-01 09:56:56
51389530 FFBF Wolfgang $35.38 2019-04-01 09:52:48
51387830 FFBF Dallas Hicks $35.56 2019-03-31 20:37:31
51384230 FFBF Jad Santos $69.84 2019-03-31 15:00:37
51383430 FFBF Justin Britt $29.33 2019-03-31 13:25:28
51382330 FFBF Kasey Boettcher $28.96 2019-03-31 10:32:06
51382030 FFBF Angelina Ricardo $61.08 2019-03-31 10:01:45
51378030 FFBF Fletcher Why $41.45 2019-03-30 18:15:05
51376530 FFBF Caroline Schmitt $18.28 2019-03-30 14:01:57
51376430 FFBF Caroline Schmitt $18.49 2019-03-30 14:00:17
51376330 FFBF Caroline Schmitt $18.36 2019-03-30 13:57:47
51376030 FFBF Krystal Bruce $57.82 2019-03-30 13:15:57
51373630 FFBF Lola Yona $29.33 2019-03-30 05:43:51
51371330 FFBF Like I'd $137.72 2019-03-29 18:53:12
51370930 FFBF The Ayatollah $70.86 2019-03-29 18:22:39
51370730 FFBF Jonathan Rodger $76.45 2019-03-29 17:54:49
51370230 FFBF Megan Warner $29.06 2019-03-29 17:05:52
51366330 FFBF Justin Lucio $22.82 2019-03-29 10:42:58
51365730 FFBF Will Ridenour $29.19 2019-03-29 07:59:47
51361830 FFBF Robert Clark $18.49 2019-03-28 18:20:21
51356530 FFBF Robert Lambert $32.99 2019-03-28 01:47:48
 DISCLOSURE SCHEDULES

51355330 FFBF Julene Nielson $18.22 2019-03-27 21:38:33

51348130 FFBF Chris Mouzouris $22.86 2019-03-27 10:10:20
51347730 FFBF Price Thornton $29.19 2019-03-27 09:43:46
51344330 FFBF Vespyr $18.63 2019-03-26 18:24:15
51342330 FFBF Katelyn Kennedy $28.96 2019-03-26 14:58:22
51340530 FFBF Melina Chestley $35.56 2019-03-26 12:42:45
51337530 FFBF Marshal McGovern $29.06 2019-03-25 20:33:11
51337430 FFBF Jacqueline Sandoval $27.38 2019-03-25 20:32:37
51336330 FFBF Matt K $28.96 2019-03-25 18:22:37
51335130 FFBF Matt Hurst $40.56 2019-03-25 16:23:39
51332730 FFBF Samantha Cullen $23.25 2019-03-25 11:22:40
51324730 FFBF Misty Castro $29.33 2019-03-23 19:40:17
51322830 FFBF Brian Romero $18.22 2019-03-23 16:10:05
51322030 FFBF Chris Finlay $24.80 2019-03-23 13:39:18
51320230 FFBF Jarod Jordan $25.00 2019-03-23 09:34:35
51314730 FFBF Jwake $18.49 2019-03-22 18:19:27
51314330 FFBF Josh Williams $58.25 2019-03-22 17:40:06
51298630 FFBF Ella Townsend $29.33 2019-03-21 07:23:46
51296430 FFBF Eric Winter $35.53 2019-03-20 19:16:35
51293330 FFBF Briana Casey $37.82 2019-03-20 10:46:03
51292830 FFBF Jeff Jin $40.56 2019-03-20 08:02:53
51292730 FFBF Gilly Harrison $18.49 2019-03-20 07:56:53
51286230 FFBF Marissa Kalina $29.33 2019-03-19 09:28:41
51285830 FFBF Dustin Alexander $29.33 2019-03-19 08:59:10
51280530 FFBF Chester Thompson $35.38 2019-03-18 11:37:55
51276830 FFBF Sonja Whalen $57.82 2019-03-18 03:51:36
51273530 FFBF Beth Asther $104.36 2019-03-17 13:53:49
51273130 FFBF Brianna Garcia $202.52 2019-03-17 13:05:14
51270730 FFBF Brett Hallahan $35.53 2019-03-17 05:33:30
51269730 FFBF Dymphna Zarza $31.20 2019-03-16 23:51:25
51268630 FFBF Jennifer Soto $18.63 2019-03-16 20:10:17
51267230 FFBF Jesse Wheatley $54.50 2019-03-16 17:12:11
51264830 FFBF Corrie Bruce $88.50 2019-03-16 13:18:29
51264831 FFBF Corrie Bruce $97.50 2019-03-16 13:18:29
51264130 FFBF Raychul Moore $19.61 2019-03-16 12:06:48
51263730 FFBF Mark Dewey $54.50 2019-03-16 10:55:59
51263630 FFBF Damien LeLievre $141.57 2019-03-16 10:35:00
51261430 FFBF Thomas Lawson $41.45 2019-03-16 03:00:04
51256630 FFBF Robert Nguon $78.50 2019-03-15 17:45:58
51256631 FFBF Robert Nguon $88.50 2019-03-15 17:45:58
51256632 FFBF Robert Nguon $98.50 2019-03-15 17:45:58
51256330 FFBF Lindsey Higo $88.50 2019-03-15 17:40:20
51247730 FFBF Jazmine Luna $37.49 2019-03-15 08:18:16
51247230 FFBF Adam Brewster $29.33 2019-03-15 08:05:47
51241830 FFBF Sarah Mitchell $29.33 2019-03-14 21:55:40
51240230 FFBF Chris Magnani $31.26 2019-03-14 20:00:45
51238330 FFBF Austin Bauer $18.49 2019-03-14 18:24:46
51234530 FFBF Tiffany Warner $128.28 2019-03-14 13:57:06
51234230 FFBF Ricardo Flores $101.12 2019-03-14 13:34:23
51234231 FFBF Ricardo Flores $312.46 2019-03-14 13:34:23
51234130 FFBF Pedro Perez $281.50 2019-03-14 13:19:12
51233730 FFBF Mina Reale $33.25 2019-03-14 12:39:54
51233430 FFBF Ulises Gonzalez $281.50 2019-03-14 12:12:29
51230230 FFBF Jessie Walton $23.25 2019-03-13 21:15:35
 DISCLOSURE SCHEDULES

51229730 FFBF Natasha Bestall $41.45 2019-03-13 19:37:06

51229430 FFBF Eliot Waddingham $35.56 2019-03-13 18:57:58
51229230 FFBF Sarah Otley $29.33 2019-03-13 18:16:34
51226930 FFBF Brandi Ciccarella $29.33 2019-03-13 08:41:46
51224130 FFBF Sherry Ward $29.06 2019-03-12 18:56:09
51216430 FFBF daefea $29.19 2019-03-11 12:48:09
51216030 FFBF Lindsey Bradstreet $35.53 2019-03-11 12:16:50
51212830 FFBF Angelo-Gabriel Benfield $41.10 2019-03-10 20:11:58
51212630 FFBF Paulina Rendon $29.33 2019-03-10 19:40:07
51211630 FFBF Ace Ventura $18.49 2019-03-10 17:41:45
51208530 FFBF sang tran $35.38 2019-03-10 12:10:42
51208130 FFBF Carlos Araujo $19.65 2019-03-10 11:33:17
51207430 FFBF Flying Snakes $29.33 2019-03-10 08:15:27
51207330 FFBF Shelly Barth $29.33 2019-03-10 07:38:40
51205830 FFBF Nathan Madvig $29.06 2019-03-09 20:42:12
51205130 FFBF Hailey $35.53 2019-03-09 18:17:10
51204630 FFBF amanda fujioka $31.20 2019-03-09 15:34:16
51202930 FFBF kirstin Pipes $55.86 2019-03-09 10:06:00
51197730 FFBF Mattie Barrios $34.87 2019-03-08 12:01:24
51197630 FFBF Katelyn Kennedy $28.96 2019-03-08 11:40:13
51195830 FFBF Gabriel Rodriguez $28.88 2019-03-08 09:12:08
51195530 FFBF oasis1244 $29.33 2019-03-08 08:53:31
51195230 FFBF William Ridenour $29.19 2019-03-08 08:35:32
51190330 FFBF Chaloe Medina $46.45 2019-03-07 10:45:19
51189730 FFBF Heather Clark $35.53 2019-03-07 08:45:01
51182430 FFBF Daniel Cadorette $35.53 2019-03-05 18:32:08
51182130 FFBF Matthew Valentine $18.63 2019-03-05 16:51:57
51172830 FFBF Charupatra Neal $37.87 2019-03-03 15:47:41
51171830 FFBF Danielle McMahon $35.12 2019-03-03 12:39:07
51171530 FFBF Robert Marcher $18.63 2019-03-03 11:07:07
51168730 FFBF Lucia Oey $18.63 2019-03-02 17:28:21
51168130 FFBF Cheryl Towery $35.38 2019-03-02 14:16:39
51163930 FFBF chengyu zheng $19.65 2019-03-01 21:35:54
51162530 FFBF Kaitlyn G $35.24 2019-03-01 18:16:01
51159430 FFBF Barry Armstrong $84.60 2019-03-01 10:46:49
51156730 FFBF Carlos Araujo $19.65 2019-02-28 19:21:12
51155830 FFBF Brian Broughman $18.63 2019-02-28 16:50:20
51154330 FFBF Tony R $35.53 2019-02-28 08:46:25
51151630 FFBF Jason Taylor $35.24 2019-02-27 16:45:38
51151330 FFBF Lorraine Brooks $35.12 2019-02-27 15:27:53
51138930 FFBF Misha Sulmeyer $37.79 2019-02-25 02:28:21
51136930 FFBF Tonya Ball $18.63 2019-02-24 16:22:41
51136830 FFBF Haley Schark $18.63 2019-02-24 15:55:09
51136030 FFBF Marilynn Do $19.61 2019-02-24 14:35:31
51134430 FFBF robbie abler $35.38 2019-02-24 10:49:08
51133530 FFBF Gabrielle C $35.53 2019-02-24 06:34:37
51133130 FFBF Nichelle Virzi $37.79 2019-02-24 02:29:51
51130730 FFBF Megan Musz $18.63 2019-02-23 16:01:21
51129630 FFBF Melanie Rodier $37.49 2019-02-23 12:53:15
51129430 FFBF Ann Waltrip $18.36 2019-02-23 12:29:01
51128730 FFBF Nathan Kinnard $35.38 2019-02-23 09:24:47
51126230 FFBF Cassandra Winslow $73.31 2019-02-22 23:07:08
51126130 FFBF Ashley Advena $35.53 2019-02-22 23:06:27
51119430 FFBF Carlos Guerrero $37.79 2019-02-21 21:24:11
 DISCLOSURE SCHEDULES

51115330 FFBF Michael Fahey $35.24 2019-02-21 11:14:49

51114130 FFBF Michael Blanc $15.00 2019-02-21 06:57:18
51112530 FFBF Xiaolin Ma $35.12 2019-02-20 20:47:22
51112130 FFBF Diana Suziana $40.56 2019-02-20 18:35:01
51111230 FFBF Kenneth Casperson $18.63 2019-02-20 16:52:35
51110930 FFBF Shilo Jama $18.28 2019-02-20 15:47:40
51110630 FFBF Richard Zapata $18.36 2019-02-20 15:24:53
51104530 FFBF Dakota James $35.38 2019-02-19 17:18:20
51101330 FFBF Dion Gizas $18.49 2019-02-19 10:57:23
51097230 FFBF Carly Fagundo $19.61 2019-02-18 18:09:11
51094330 FFBF Alison Wong $35.53 2019-02-18 10:41:33
51092130 FFBF Mike Fraser $35.53 2019-02-17 20:44:23
51091130 FFBF Ras $40.56 2019-02-17 17:40:23
51090730 FFBF Stephen Koppel $55.86 2019-02-17 15:53:32
51088230 FFBF Braeden Foster $35.53 2019-02-16 20:44:48
51087830 FFBF Sid $18.63 2019-02-16 19:19:09
51085030 FFBF Rambo Panda $22.86 2019-02-16 08:03:44
51083530 FFBF Elizabeth Dransfield $18.28 2019-02-15 20:39:20
51082830 FFBF Aric Wax $35.53 2019-02-15 19:15:37
51081730 FFBF brian wells $34.98 2019-02-15 15:57:42
51081230 FFBF Helena White $24.80 2019-02-15 14:26:51
51080430 FFBF DJ Unterzuber $18.28 2019-02-15 12:35:28
51079930 FFBF Joy Conder $35.24 2019-02-15 10:36:04
51078230 FFBF Rousbell Orozco $35.53 2019-02-15 06:52:25
51077530 FFBF Elizabeth Ross $18.63 2019-02-15 05:26:57
51076730 FFBF Chanie Gray $23.25 2019-02-15 02:45:51
51075230 FFBF Andrew Richards $35.24 2019-02-14 20:20:51
51075130 FFBF D Donovan $40.56 2019-02-14 20:16:37
51075030 FFBF lindsay leleu $37.87 2019-02-14 20:12:25
51074830 FFBF Frances Cheung $35.24 2019-02-14 19:47:38
51074430 FFBF Katelyn Parsh $35.53 2019-02-14 19:14:51
51074130 FFBF Lauren Patnesky $35.53 2019-02-14 18:54:44
51074030 FFBF Malachi Thomas $37.87 2019-02-14 18:43:39
51073930 FFBF Laura Tam $40.56 2019-02-14 18:39:20
51073630 FFBF Alan Bulgrin $35.38 2019-02-14 18:24:35
51073330 FFBF Judith Spring $18.28 2019-02-14 17:28:23
51072930 FFBF Elyse Shuldhiess $35.38 2019-02-14 17:07:16
51072630 FFBF Ravyn Shea $46.45 2019-02-14 16:10:46
51072130 FFBF Madisen Tetreault $35.38 2019-02-14 15:37:41
51071230 FFBF Rhiannon Hicks $18.22 2019-02-14 11:50:06
51069430 FFBF Kerry Gisler $35.02 2019-02-14 11:07:52
51068430 FFBF Luke Powers $30.00 2019-02-14 10:08:23
50907930 FFBF Jack McMahon $87.48 2019-01-20 13:57:08
50905730 FFBF Hadley Harper $58.19 2019-01-20 10:43:41
50905331 FFBF Adam Doyle $58.19 2019-01-20 10:23:03
50904931 FFBF Jared Hall $70.19 2019-01-20 09:30:52
50893130 FFBF Rachael Garcia $55.19 2019-01-19 12:29:19
50890732 FFBF Joe Mercado $60.19 2019-01-19 09:59:36
50890733 FFBF Joe Mercado $66.19 2019-01-19 09:59:36
50889930 FFBF Lara Rosenthal $66.19 2019-01-19 09:14:28
50889731 FFBF Conner Grantom $79.19 2019-01-19 09:05:43
50889631 FFBF Kati Turner $59.48 2019-01-19 08:58:51
50889130 FFBF Christopher Chi $165.80 2019-01-19 08:11:33
50881830 FFBF Monique Hudson $58.19 2019-01-18 15:49:50
 DISCLOSURE SCHEDULES

50878430 FFBF Will Cooper $58.19 2019-01-18 10:37:48

50878230 FFBF Lewis Brownlee $58.19 2019-01-18 10:18:35
50877730 FFBF Sarah Burson $58.19 2019-01-18 08:35:58
49616630 FFBF Rachele Hashinsky $71.48 2018-10-07 13:01:28
49616530 FFBF Anita Lew $86.48 2018-10-07 12:55:54
49616130 FFBF Jimmy Feliciano $142.48 2018-10-07 11:23:55
49615831 FFBF Matt Amboy $80.48 2018-10-07 10:51:36
49615330 FFBF Miguel Garcia $87.48 2018-10-07 09:14:02
49615130 FFBF Brandon Kwan $59.48 2018-10-07 09:04:54
49614830 FFBF Ally Andriolas $67.48 2018-10-07 08:32:08
49614630 FFBF Tom Stridiron $61.48 2018-10-07 08:10:47
49614531 FFBF Devin Carpio $80.48 2018-10-07 08:05:17
49609730 FFBF Chantal Lockward $80.48 2018-10-06 15:42:26
49609530 FFBF Khrys Solano $61.48 2018-10-06 15:37:26
49609531 FFBF Khrys Solano $59.48 2018-10-06 15:37:26
49608630 FFBF Ryan Dacayanan $67.48 2018-10-06 14:27:01
49608631 FFBF Ryan Dacayanan $87.48 2018-10-06 14:27:01
49608632 FFBF Ryan Dacayanan $66.48 2018-10-06 14:27:01
49608030 FFBF Lisbeth Cortez $59.48 2018-10-06 13:37:58
49606530 FFBF George Almanzar $59.48 2018-10-06 12:06:17
49606231 FFBF Christian Garcia $87.48 2018-10-06 11:56:38
49606031 FFBF Patrick Bautista $67.48 2018-10-06 11:46:34
49605830 FFBF Ginger Naranjo $59.48 2018-10-06 11:38:45
49605630 FFBF Stephanie Semidey $59.48 2018-10-06 11:27:33
49604730 FFBF Steven Kim $59.48 2018-10-06 10:24:27
49603730 FFBF Harmony Huang $80.48 2018-10-06 09:22:46
49603630 FFBF Matthew Adragna $71.48 2018-10-06 09:14:49
49602930 FFBF Josh Smolen $87.48 2018-10-06 07:28:34
49598230 FFBF Ene-Chan! $56.48 2018-10-05 12:43:43
49597330 FFBF Jesus Gonzalez $67.48 2018-10-05 10:54:41
49596931 FFBF You Dont $80.48 2018-10-05 10:20:59
49596530 FFBF Stephen Morris $67.48 2018-10-05 09:55:49
49596430 FFBF Lilly Greeno $72.48 2018-10-05 09:33:10
49596330 FFBF Sharon Mok $67.48 2018-10-05 09:07:24
49596231 FFBF Lauren Fichter $71.48 2018-10-05 08:39:47
49595330 FFBF Rex Parras $142.48 2018-10-05 07:34:54
49594930 FFBF Jordan Daguio $80.48 2018-10-05 07:20:26
49590630 FFBF Anthony Maiorana $142.48 2018-10-04 15:21:30
49590430 FFBF Veronica Reyes $71.48 2018-10-04 14:33:41
49589930 FFBF Shuhan Wang $72.48 2018-10-04 14:08:18
49589330 FFBF Mignolia Perez $59.48 2018-10-04 11:53:32
49589031 FFBF John Pla $59.48 2018-10-04 11:45:49
49588230 FFBF Matthew Rajvong $87.48 2018-10-04 10:39:40
49588130 FFBF Gustavo Lazo $80.48 2018-10-04 10:31:22
49587930 FFBF Jay-Sean Mijares $87.48 2018-10-04 10:11:04
49587832 FFBF Justin Balmaseda $71.48 2018-10-04 09:52:22
49587833 FFBF Justin Balmaseda $80.48 2018-10-04 09:52:22
49587630 FFBF Stephanie Meruelo $56.48 2018-10-04 09:36:01
49587430 FFBF Junna Dai $72.48 2018-10-04 09:03:32
49587330 FFBF Nicholas Encarnacion $72.48 2018-10-04 07:52:21
49394530 FFBF Dennis Snowden $77.91 2018-09-02 15:19:59
49041030 FFBF Enrique Montez $116.14 2018-07-22 09:56:09
10427330 VS Mom's Spaghetti $69.21 2019-03-29 18:56:39
10427230 VS Thomas Capizzi $70.86 2019-03-29 18:43:46
 DISCLOSURE SCHEDULES

Total $12,302.80
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.1 (e)

All Contracts

License Agreements:

1. Product License Agreement, dated August 8, 2016, between the Company and Cartoon Network Enterprises, Inc. (Over the
Garden Wall).

2. Product License Agreement, dated January 1, 2013, between the Company and Cartoon Network Enterprises, Inc., as amended
by amendments dated October 21, 2014, April 15, 2015 and December 2, 2016 (Adventure Time with Finn and Jake).

3. License Agreement, dated July 1, 2012, between Company and Frederator Networks, Inc., as amended by amendments dated
August 8, 2013, December 15, 2014, April 4, 2017 and February 5, 2018 (Bee and Puppycat).

4. License Agreement dated May 1, 2012 between Frederator Networks, Inc. and the Company, as amended by amendments dated
August 8, 2013, and April 7, 2017 (Bravest Warrior).

5. Merchandise Licensing Agreement, dated May 1, 2011, between the Company and Hasbro, Inc. and Hasbro International, Inc,
as amended August 16, 2013 (D&D).

6. Licensing Agreement, dated April 25, 2018, between the Company and Dan Salvato, LLC (Doki Doki).

7. Merchandise Licensing Agreement, dated May 17, 2016, between Valve Corporation and the Company, as amended by
amendment dated March 8, 2017 (DOTA).

8. Merchandising License Agreement, dated August 5, 2016, between Exploding Kittens, LLC and the Company as amended by
Amendment No. 1 dated November 10, 2016 (Exploding Kittens).

9. Licensing Agreement, dated May 8, 2017, between Polytron Corporation Incorporated and the Company (FEZ).

10. Licensing Agreement, dated July 21, 2014, between the Company and Coffee Stain Studios AB, as amended January 1, 2018
(Goat Simulator).

11. License and Services Agreement, dated August 1, 2016, between the Company and ArenaNet, LLC, as amended by
amendments dated January 5, 2017, April 5, 2018 and June 6, 2018 (Guild Wars 2).

12. License Agreement, dated June 25, 2015, between the Company and Crypton Future Media, Inc., as amendment July 1, 2017
(Hatsune Miku).

13. Licensing Agreement dated July 1, 2015 between the Company and What Pumpkin Studios, LLC, as amended by amendment
dated December 16, 2016 and emails dated April 22, 2016 and April 23, 2016 (Homestuck & Hiveswap).

14. Licensing Agreement, dated August 4, 2016, between the Company and ZAG America, LLC, as amended by amendments
dated February 13, 2017 and January 1, 2018 (Miraculous Ladybug).

15. Licensing Agreement, dated January 1, 2018, between the Company and Monomi Park LLC, as amended by amendment dated
February 12, 2018 (Slime Rancher).

16. Licensing Agreement, dated September 1, [2016], between the Company and D-Pad Studios AS (Owlboy).

17. Merchandise Licensing Agreement, dated April 18, 2018, between the Company and PUBG Corporation (PUBG).

18. Licensing Agreement, dated January 1, 2018, between Imaginary People LLC and Euge Leung (Puglie).

19. License Agreement, dated April 7, 2014, between the Company, Yacht Club Games, LLC (as licensor) and Eerie Theory
Entertainment, Inc. (as agent), as amended by amendments dated January 29, 2016 and January 1, 2018 (Shovel Knight).
 DISCLOSURE SCHEDULES

20. Licensing Agreement, dated November 1, 2017, between Imaginary People LLC and Digital Extremes Ltd. (Warframe).

21. Licensing Agreement, dated October 15, 2013 between the Company and CBS Consumer Products Inc., as amended by
amendments dated January 1, 2014, September 12, 2014, May 14, 2015, September 1, 2015 and July 20, 2016.

22. Licensing Agreement, dated October 2, 2014 between Company and Electronic Arts Inc., with an addendum dated October 15,
2015. (Titan Fall, Mass Effect 1,2, 3, Dragon Age: Inquisition, Dragon Age II and Dragon Age: Origins).

23. Licensing Agreement, dated December 9, 2013 between Company and Cartoon Network Enterprises, Inc., as amended by
amendments dated May 8, 2015, April 15, 2015, August 15, 2016 & July 23, 2018

24. Warehouse Lease agreement between AAAA Family Real Estate LLC and MF, Inc. dated April 4, 2018, lease addendum dated
April 26, 2018 and lease amendment dated June 30, 2018.

25. Web development agreement between Imaginato and MF, Inc. dated February 20, 2014.

Warehouse Lease:

Between AAAA Family Real Estate LLC (Lessor) & M.F Inc.
Lease agreement dated 4/4/18.
Lease addendum dated 4/26/18.
Lease amendment dated 6/30/18.
Triple Net Lease.
Square Foot: 12,300
Base Rent: $.65 per square foot. 4% increase every year.
NNN: $0.13 per square foot
3-year lease 5/1/2018-5/1/2021.
Option for 1 or 3-year extension.
Note: See Warehouse Lease and Warehouse Lease Amendment Documents

Web Development Agreement:

Between Imaginato and MF, Inc. dated February 20, 2014.

 DISCLOSURE SCHEDULES

Disclosure Schedule 1.1 (f)

Fixed Assets

Item Qty Cost Per Unit FMV Per Unit Total FMV
Conference Table 1 $5,000.00 $1,000.00 $1,000.00
Alienware Computer 1 $1,000.00 $600.00 $600.00
Conference System 1 $1,250.00 $800.00 $800.00
Samsung 65 inch TV 1 $1,800.00 $600.00 $600.00
White Credenza 1 $200.00 $50.00 $50.00
Desk 1 $1,500.00 $500.00 $500.00
Chairs for lunch tables 12 $100.00 $100.00 $1,200.00
Design Jet Poster Printer 1 $10,000.00 $1,800.00 $1,800.00
Vinyl Cutter 1 $750.00 $600.00 $600.00
Photo Equipment / Mannequins 1 $3,000.00 $3,000.00 $3,000.00
laptops in use/Assorted Misc in use 5 $800.00 $800.00 $4,000.00
File Cabinets 2 $20.00 $10.00 $20.00
Employee set up 15 $2,000.00 $500.00 $7,500.00
Desks 15 $100.00 $100.00 $1,500.00
Chairs-Padded Rolling 20 $150.00 $100.00 $2,000.00
Conference table-5 piece 1 $7,000.00 $2,500.00 $2,500.00
Chairs-Padded Rolling-Gray 23 $150.00 $85.00 $1,955.00
Conference Table 1 $5,000.00 $1,500.00 $1,500.00
White Credenza 1 $200.00 $50.00 $50.00
Refrigerators 1 $200.00 $50.00 $50.00
Sonic Wall 1 $250.00 $125.00 $125.00
Wifi 2 $200.00 $100.00 $200.00
Time Clock 1 $750.00 $500.00 $500.00
Fireproof Safe 1 $135.00 $135.00 $135.00
Rolling space dividers 2 $50.00 $25.00 $50.00
TV's for Conventions 4 $1,200.00 $1,200.00 $4,800.00
Alienware Computer 2 $1,000.00 $500.00 $1,000.00
Laminator 1 $500.00 $500.00 $500.00
Display case - Dota 2 2 $2,000.00 $500.00 $1,000.00
Display case with LED Light 1 $1,500.00 $500.00 $500.00
Water Cooler w/ Ice maker 1 $200.00 $100.00 $100.00
Air Compressor 1 $10,000.00 $10,000.00 $10,000.00
Employee set up 2 $300.00 $300.00 $600.00
Heat Press 1 $3,000.00 $3,000.00 $3,000.00
Heat Press 1 $800.00 $800.00 $800.00
Heat Press 1 $0.00 $0.00 $0.00
Sublimation Paper Printer 1 $10,000.00 $2,000.00 $2,000.00
Sublimation Paper Printer 1 $500.00 $500.00 $500.00
Poster Printer 1 $1,500.00 $1,500.00 $1,500.00
Paper Cutter 1 $800.00 $800.00 $800.00
Employee set up 2 $500.00 $500.00 $1,000.00
Racking/shelving 12 $0.00 $0.00 $0.00
 DISCLOSURE SCHEDULES

Rolling space dividers 4 $50.00 $25.00 $100.00

Computer workbench 1 $2,000.00 $1,000.00 $1,000.00
UV Printer (Roland) 1 $32,000.00 $15,000.00 $15,000.00
2 MTO computer setups 2 $500.00 $500.00 $1,000.00
Epson Sublimation Printer 1 $5,000.00 $1,000.00 $1,000.00
Ergnomic Chair for warehouse 1 $1,800.00 $600.00 $600.00
Refrigerator 1 $100.00 $50.00 $50.00
Employee set up 2 $500.00 $500.00 $1,000.00
Nest Outdoorcam 5 $199.00 $199.00 $995.00
File Cabinet 1 $20.00 $20.00 $20.00
Racks 41 $300.00 $100.00 $4,100.00
Folding tables 6 $250.00 $100.00 $600.00
Refrigerators 1 $50.00 $50.00 $50.00
Shipping Set Up 4 $1,000.00 $250.00 $1,000.00
Standup Forklift 1 $4,500.00 $4,500.00 $4,500.00
Standup Forklift 1 $4,500.00 $4,500.00 $4,500.00
Pallet Jacks 4 $500.00 $200.00 $800.00
Conveyor Belt 1 $300.00 $300.00 $300.00
Conveyor Belt 1 $300.00 $300.00 $300.00
Microwave 2 $50.00 $50.00 $100.00
Fans 2 $25.00 $25.00 $50.00
Fans 4 $25.00 $25.00 $100.00
Fans 6 $10.00 $10.00 $60.00
Truck 1 $5,000.00 $5,000.00 $5,000.00
Booth Set Ups WLF-assorted pieces 1 $10,000.00 $10,000.00 $10,000.00
Tools/Equipment for Booth Construction &
1 $5,000.00 $5,000.00 $5,000.00
Shipment
Rat 1 $1.00 $1.00 $1.00
Table-Ikea 2 $0.00 $0.00 $0.00
Wifi 2 $200.00 $0.00 $0.00
Time Clock 1 $500.00 $500.00 $500.00
Lockers 1 $100.00 $100.00 $100.00
Metal Cabinet 2 $200.00 $200.00 $400.00
Industrial Ladder 3 $80.00 $80.00 $240.00
Assorted Supplies 3 $25.00 $25.00 $75.00
Retail Display $3,000.00 $100.00 $0.00
Tradeshow benches $2,000.00 $50.00 $0.00
3 small Laser Printers 3 $25.00 $25.00 $75.00
4 Large Laser Printers 4 $250.00 $250.00 $1,000.00
Rigid ShopVac 1 $25.00 $25.00 $25.00
Portable Acs 3 $50.00 $50.00 $150.00
Pallet Racks (Green) 81 $70.00 $70.00 $5,670.00
Pallet Racks (Orange 8ft) 174 $30.00 $30.00 $5,220.00
Pallet Racks (Orange 4ft) 24 $15.00 $15.00 $360.00
Nest Cam IQ 2 $349.00 $349.00 $698.00
Small File cabinet 1 $50.00 $10.00 $10.00
 DISCLOSURE SCHEDULES

Large File cabinet 1 $100.00 $25.00 $25.00

Mens Magic Tradeshow Booth 1 $50,000.00 $10,000.00 $10,000.00
TOTAL $142,109.00
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.1 (g)

Trademarks

Word Mark CHIBISM

Goods and (ABANDONED) IC 028. US 022 023 038 050. G & S: Toys, namely, action figures, play sets for use with
Services action figures, and games, namely, board games and card games; Collectable toy figures; Doll accessories;
Dolls; Molded toy figures; PVC toy figures; Stuffed and plush toys; Stuffed dolls and animals; Stuffed toy
animals; Stuffed toys; Toy figures
Standard
Characters
Claimed
Mark Drawing
(4) STANDARD CHARACTER MARK
Code
Serial Number 86464981
Filing Date November 25, 2014
Current Basis 1B
Original Filing
1B
Basis
Published for
May 5, 2015
Opposition
Owner (APPLICANT) MIGHTY FINE CORPORATION CALIFORNIA 2010 E 15th St. Los Angeles CALIFORNIA
90021
Attorney of
Philip Nulud
Record
Type of Mark TRADEMARK
Register PRINCIPAL
Live/Dead
DEAD
Indicator
Abandonment
January 30, 2017
Date

Word Mark CUDDLEHEROES

Goods and Services IC 028. US 022 023 038 050. G & S: Stuffed and plush toys; Stuffed dolls and animals; Stuffed toy animals;
Stuffed toys. FIRST USE: 20140820. FIRST USE IN COMMERCE: 20140820
Standard Characters
Claimed
Mark Drawing Code (4) STANDARD CHARACTER MARK
Serial Number 86425082
Filing Date October 15, 2014
Current Basis 1A
Original Filing Basis 1B
Published for
December 23, 2014
Opposition
Registration Number 4864321
Registration Date December 1, 2015
Owner (REGISTRANT) MIGHTY FINE CORPORATION CALIFORNIA 2010 E 15th St. Los Angeles
CALIFORNIA 90021
Attorney of Record Philip Nulud
Type of Mark TRADEMARK
Register PRINCIPAL
 DISCLOSURE SCHEDULES

Live/Dead Indicator LIVE

Word Mark STUDIO CHIBI

Translations The English translation of "CHIBI" in the mark is "RUNT", "DWARF", "SMALL".
Goods and IC 028. US 022 023 038 050. G & S: Action figures; Board games; Card games; Doll accessories; Dolls; Molded
Services toy figures; Plush toys; PVC toy figures; Stuffed dolls and animals; Stuffed toy animals; Stuffed toys; Stuffed and
plush toys; Toy figures; Cases for action figures; Collectable toy figures; Molded toy figures; Play sets for action
figures; PVC toy figures; Stuffed and plush toys. FIRST USE: 20160900. FIRST USE IN COMMERCE:
20160900
Standard
Characters
Claimed
Mark Drawing
(4) STANDARD CHARACTER MARK
Code
Serial Number 86885606
Filing Date January 25, 2016
Current Basis 1A
Original Filing
1B
Basis
Published for
November 15, 2016
Opposition
Registration
5566220
Number
Registration
September 18, 2018
Date
Owner (REGISTRANT) MIGHTY FINE CORPORATION CALIFORNIA 2010 E 15th St. Los Angeles CALIFORNIA
90021
Attorney of
Philip Nulud
Record
Type of Mark TRADEMARK
Register PRINCIPAL
Live/Dead
LIVE
Indicator

Word Mark FOR FANS BY FANS

Goods and IC 025. US 022 039. G & S: Bottoms; Denims; Dresses; Footwear; Hats; Headwear; Hooded sweatshirts;
Services Jackets; Leggings; Pajamas; Rompers; Scarves; Shirts; Shorts; Skirts; Sleepwear; Sweaters; Sweatshirts; T-shirts;
Tops; Underwear; Vests. FIRST USE: 20110701. FIRST USE IN COMMERCE: 20110701

IC 028. US 022 023 038 050. G & S: Action figure toys; Collectable toy figures; Fantasy character toys; Plush
toys; Vinyl dolls. FIRST USE: 20110701. FIRST USE IN COMMERCE: 20110701

IC 035. US 100 101 102. G & S: On-line retail store services featuring clothing, toys and accessories; Retail
store services featuring clothing, toys and accessories. FIRST USE: 20110701. FIRST USE IN COMMERCE:
20110701
Standard
Characters
Claimed
Mark Drawing
(4) STANDARD CHARACTER MARK
Code
Serial Number 86351060
 DISCLOSURE SCHEDULES

Filing Date July 29, 2014

Current Basis 1A
Original Filing
1A
Basis
Published for
December 23, 2014
Opposition
Registration
4699463
Number
Registration Date March 10, 2015
Owner (REGISTRANT) MIGHTY FINE CORPORATION CALIFORNIA 2010 E 15th St. Los Angeles CALIFORNIA
90021
Attorney of
Philip Nulud
Record
Type of Mark TRADEMARK. SERVICE MARK
Register PRINCIPAL
Live/Dead
LIVE
Indicator

Trademarks (Unregistered)

Fan Forge

Domain Names

forfansbyfans.com
forfansxfans.com
cuddleheroes.com
valvestore.forfansbyfans.com
fanforge.com
fanforge.org
weloveartists.com
goodsmileconnect.com
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.2

Excluded Fixed Assets

Item Qty Cost Per Unit FMV Per Unit Total FMV
Direct to Garment Printing Machine 1 $75,000.00 $10,000.00 $10,000.00
Direct to Garment Printing Machine 1 $75,000.00 $10,000.00 $10,000.00
DTG Printing Pallet 4 $1,500.00 $250.00 $1,000.00
DTG Printing Pallet 4 $1,500.00 $250.00 $1,000.00
DTG Printing Pallet 1 $1,500.00 $250.00 $250.00
DTG Printing Pallet 4 $1,500.00 $250.00 $1,000.00
Humidifier 2 $25.00 $50.00 $100.00
Purifier/Humidifier Motor 1 $300.00 $300.00 $300.00
Humidity Sensor / Reader 1 $50.00 $50.00 $50.00
Sticker Printer 1 $7,500.00 $1,000.00 $1,000.00
Cleaning Gun 1 $50.00 $50.00 $50.00
Cleaning Station 1 $200.00 $50.00 $50.00
Google Home Mini 2 $20.00 $40.00 $40.00
James Desktop and Laptop setup 1 $4,000.00 $2,000.00 $2,000.00
Guy Desktop and Laptop setup 1 $6,000.00 $2,000.00 $2,000.00
Sonos 3 $100.00 $100.00 $300.00
Cameras 2 $199.00 $150.00 $300.00
2 Canon Cameras 60D and Various Lenses - Guy 2 $15,000.00 $12,000.00 $10,000.00
Canon 18-35mm Lens - James 1 $1,500.00 $1,200.00 $1,200.00
Ergnomic Chair for Dino and Stacy 2 $2,000.00 $400.00 $800.00
Computer setup 1 $1,000.00 $500.00 $500.00
Desk 1 $1,500.00 $500.00 $500.00
fileserver 1 $10,000.00 $1,000.00 $1,000.00
mf-dc1 1 $3,000.00 $1,000.00 $1,000.00
mf-hyperv01 1 $150.00 $50.00 $50.00
mf-exchhub 1 $5,000.00 $1,000.00 $1,000.00
mf-exchdb 1 $300.00 $100.00 $100.00
UPS 1 $150.00 $100.00 $100.00
UPS 1 $150.00 $100.00 $100.00
Sharp Copier Multifunction Device 1 $5,000.00 $1,000.00 $5,000.00
Metal Screen Room Divider 1 $3,000.00 $200.00 $200.00
Dryer Leased 1 $30,000.00 $5,000.00 $5,000.00
Dryer Leased 1 $30,000.00 $5,000.00 $5,000.00
Water Purifier 1 $200.00 $200.00 $200.00
Sharp Copier Multifunction Device 3 $1,000.00 $1,000.00 $3,000.00
SuperLovers Display case 1 $3,000.00 $100.00 $100.00
TOTAL $64,290.00

Excluded Trademarks

Bad Cat Cherry Bomb French Kitty French Kitty Design

Happiest Girl in the World I (Heart) Me Design Imaginary People National Anthem
Public Library Recycle This Number Ruby Gloom Topless California
Trash & Luxury Design Vinylkins

Excluded Domain Names

badcatworld.com beautifulpalmsprings.com classicwexler.com french-kitty.com

frenchkittyshop.com imaginarypeople.com rubygloom.com rubygloom.net
frenchkitty.net gloomsville.com knowshirt.com ljbnksdressage.com
 DISCLOSURE SCHEDULES

publiclibrarystore.com publiclibraryclothing.com stacybrand.com trashandluxury.com

veryfineindeed.com welovefineartists.com frenchkitty.com
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.3 (a) (i)

Trade Account Payable

Vendor Date Num Past Due Amount

Cloudco, LLC 02/08/2019 29762 52 $2,000.00

Instagraphics Systems 02/08/2019 270404 22 $300.00

Lightbox Expo LLC 11/02/2018 LightBox 150 $975.00

Nelvana International Ltd 01/14/2019 1964 77 $5,000.00

Shibone Creative 03/25/2019 19-008 0 $5,400.00

Shipping Supply Plus Inc. 03/12/2019 1834063 -10 $910.05

Shipping Supply Plus Inc. 03/27/2019 1834192 -25 $687.00
Total $1,597.05

Steven Edward Bongers 03/04/2019 112 28 $550.00

Steven Edward Bongers 03/25/2019 113 7 $660.00
Total $1,210.00

Wing Hang (3Y) Industries Limited 01/28/2019 Y07377 63 $8,456.62

Wing Hang (3Y) Industries Limited 02/14/2019 Y07387 46 $4,950.00
Total $13,406.62

Zhangjiagang Lianfu Import and Export Co. 02/22/2019 ULFY-19075 38 $21,150.00

Zhangjiagang Lianfu Import and Export Co. 02/22/2019 ULFY-19075 38 $28,215.00
Total $49,365.00
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.3 (a) (ii)

Assigned Contract Liabilities

Same as Disclosure Schedule 1.1 (e)

 DISCLOSURE SCHEDULES

Disclosure Schedule 1.4

Wire Info

MF Inc. Wire Info

Domestic Wires:
MF, Inc.
Checking# 71877179
ABA/Routing# 122000496

Bank Information:
Union Bank of California
900 South Main Street
Los Angeles, CA 90015
Contact: Lucy Serna
Ph 213.312.4556 | Fx 213.312.4562
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.4 (b)

Prepaid Expenses

Date paid Description Vendor Cost

12/20/2018 SDCC Booth ComicCon $8,000.00
2/8/2019 SDCC Booth Final ComicCon $2,000.00
10/27/2018 MS Office 360 (Prorated) Microsoft $56.69
11/23/2018 MS Office 360 (Prorated) Microsoft $64.01
2/27/2019 Pet Expo- Deposit World Pet Association Inc. $400.00
3/18/2019 Pet Expo- Final World Pet Association Inc. $1,200.00
3/18/2019 Police Alarm Pe0prmit Renewal City of Los Angeles $64.70
Total $11,785.40

Date paid Description Vendor Cost

1/17/2019 Puglie Beach Ball- deposit Jet Creation $2,336.00
7/19/2017 Chicken Vinyl Deposits Truly Wise $14,926.00
3/6/2019 Chicken Vinyl FINAL Truly Wise $5,762.00
3/21/2019 Deposit Sample Pack Print Ninja $25.00
3/28/2019 Logitech Hero Jacket - DEPOSIT UFO-Zhangjiagang $7,050.00
3/28/2019 Logitech light Speed Windbreaker- Deposit UFO-Zhangjiagang $4,485.00
3/28/2019 Logitech light Speerd Camo windbreaker- Deposit UFO-Zhangjiagang $4,920.00
3/28/2019 Print ready Digital Sculpts- deposit Shinbone $5,400.00
Total $44,904.00

Date paid Royalty advancement Cost

3/20/2019 MASS EFFECT SWISS $1,077.00
3/26/2019 THIMBLESTUMB HOLLOW $10,000.00
Total $11,077.00
 DISCLOSURE SCHEDULES

Disclosure Schedule 1.5

Allocation Schedule
 DISCLOSURE SCHEDULES

Disclosure Schedule 2.2 (a) (ix)

Required Consent

Same as Disclosure Schedule 1.1 (e)

 DISCLOSURE SCHEDULES

Disclosure Schedule 3.2

Required Consent

Same as Disclosure Schedule 1.1 (e)

 DISCLOSURE SCHEDULES

Disclosure Schedule 3.9 (a)

Material Customers List

Web Customer Username Amount

xinyu zhang $30,326.24
123 $24,547.26
Sebastian Mankowski $14,955.97
Randy Treibel $12,900.39
Ashley Lambrakis $10,732.96
xxxx $44,595.31
P51D PUBG陪玩了解一下 $34,127.81
iceiceiceice $10,821.52
左手摸鸡 $15,685.95
TOTAL $198,693.41

Wholesale Customer Name Amount

Arenanet $12,000.00
Bandai $240,000.00
Blizzard $12,000.00
Corsair $27,000.00
Exploding Kittens $13,500.00
FS Holding $40,000.00
Gallery Nucleus $10,500.00
Gaya $12,500.00
George Rohac $35,000.00
Hot Topic $30,000.00
Logitech $51,000.00
P76fun $16,000.00
Perfect World $275,000.00
PGL Sports $950,000.00
PubG $125,000.00
Reedpop $42,000.00
Steelseries $30,000.00
Void $28,000.00
ToyNK $60,000.00
Valve $300,000.00
Canucks $500,000.00
WeAreNATIONS $37,000.00
Yacht Club Games $12,500.00
Zoolily $25,000.00
TOTAL $2,884,000.00
 DISCLOSURE SCHEDULES

Disclosure Schedule 3.9 (b)

Material Suppliers List

Supplier Amount
AAAA Family Real Estate, LLC $80,803.40
Aaron Brown $27,524.79
AETNA $78,442.68
Allied Plush, Inc dba Bear With Me $101,640.30
Am Trust North America, Inc. $56,424.00
AMEX $472,662.87
Andrew Hussie $56,802.23
AQ Live LLC dba Sports and Music One Live $103,271.75
Artists Payment $151,585.27
Aspire Venture Partners Limited $219,515.00
BOARD of EQUALIZATION $42,176.37
CASSANDRA L. STEENSRUD $37,102.41
Champion Logistics Group, Inc. $36,972.50
Chase Amazon Business $457,268.30
Chase-5544 $38,231.38
China Manufacturing Direct $40,160.12
China Mountain Trading USA $55,787.84
David No $76,235.53
East 15th Street Partners $29,582.07
Euge Leung _V_ $24,122.38
Fedex $36,687.82
Geiger $606,459.66
GOOD SMILE COMPANY, INC-v $37,536.86
HIRSCH SOLUTIONS INC. $59,223.23
INDEPENDENT TRADING CO. $20,682.34
Jonathan Nghiem $28,765.00
Jules and Associates, Inc $51,433.47
LA APPAREL $54,739.07
LADW $39,901.83
Musterbrand Inc $32,483.35
POVevolving $34,572.43
PRINT & STITCH INC $22,406.00
Prolee Industrial Limited $145,969.88
Rachel Lawson $26,995.99
RELX INC. dba REED EXHIBITIONS $42,275.00
Roxanne Montgomery $31,558.23
Select Staffing $36,494.26
SMB Screen Printing $21,898.45
SPD Manufacturing $29,160.97
Steevin Love $57,300.00
THE FREGOLLE GROUP,INC $57,666.15
THE UNITED STATES PLAYING CARD COMPANY $65,969.37
TRANS-AM AIR&SEA FREIGHT(LAX) INC. $49,987.93
TRANS-AM container Line $22,784.62
ULINE $22,925.30
Ultra Tokyo Connection $74,091.58
UPS $81,417.66
Valve Corporations $756,547.82
WHAT PUMPKIN STUDIOS-v $56,802.23
Wing Hang (3Y) Industries Limited $187,818.50
 DISCLOSURE SCHEDULES

Winwave Marketing Corporation $22,000.00

YS Garment Inc $30,639.83
Zhangjiagang Lianfu Import and Export Co. $35,248.25
TOTAL $5,066,754.27
 JOINT WRITTEN CONSENT
OF THE BOARD OF DIRECTORS AND SHAREHOLDERS OF

MF, INC.

A California Corporation

April I, 2019

The undersigned, being all of the Directors and Shareholders of MF, Inc., a California
corporation (the "Corporation"), pursuant to the provisions of Sections 307(b) and 603 of the
California Corporations Code and the Bylaws of the Corporation, do hereby consent to and adopt
the following as the action of the Board of Directors and Shareholders of the Corporation.
Capitalized terms, unless otherwise defined herein, shall have the meanings assigned to them in
the Asset Purchase Agreement (defined below).

Approval of Asset Purchase Agreement

WHEREAS, the Board of Directors and Shareholders deem it to be in the

best interest of the Corporation to enter into that certain Asset Purchase
Agreement between the Corporation (the "Seller") and Good Smile Connect LLC,
a Delaware limited liability company (the "Buyer") (the "Asset Purchase
Agreement"), in substantially the form presented to the Board of Directors and
Shareholders of the Corporation;

WHEREAS, pursuant to the terms and conditions set forth in the Asset
Purchase Agreement, at the Closing, Seller will sell, convey, assign, transfer, and
deliver to the Buyer, and Buyer will purchase from Seller, all of Seller's right,
title, and interest in, to, and under all of the tangible and intangible assets,
properties, and rights of every kind and nature and wherever located (other than
the Excluded Assets), which relate to, or are used or held for use in connection
with the Business (collectively, the "Purchased Assets") (as defined in the Asset
Purchase Agreement), in exchange for consideration described in Section 1.4 of
the Asset Purchase Agreement (the "Purchase Price");

WHEREAS, pursuant to the terms of the Asset Purchase Agreement, the

Seller will assign and transfer to the Buyer and the Buyer will accept, assume and
agree to pay, discharge and perform when due, as appropriate, certain Assumed
Liabilities (as defined in the Asset Purchase Agreement); and

WHEREAS, in connection with the Asset Purchase Agreement, the

Corporation will enter into certain ancillary agreements, instruments, and
documents contemplated thereby to be executed and delivered by the Corporation.

NOW, THEREFORE, BE IT RESOLVED, that the Asset Purchase

Agreement and all schedules and exhibits thereto, in substantially the form
presented to the Board of Directors and Shareholders and such other ancillary

BN 38284228vl
 agreements, instruments and documents contemplated thereby (collectively, the
"Transaction Documents"), be and they hereby are, approved;

RESOLVED FURTHER, that the Board of Directors and Shareholders of

the Corporation, by execution of this Joint Written Consent, consent to and
approve the Asset Purchase Agreement, the Purchase Documents and the
transactions contemplated thereby;

RESOLVED FURTHER, that the officers of the Corporation, be and each

of them, hereby is, authorized to execute, in the name and on behalf of the
Corporation, the Asset Purchase Agreement and any all amendments thereto, and
any and all other Transaction Documents to be entered into by the Corporation
pursuant thereto or in connection therewith, including such changes and
modifications as the officer executing the same, shall approve, such approval to
be conclusively evidenced by the execution and delivery of the Asset Purchase
Agreement and such other Transaction Documents, and to take all such further
actions and execute all documents, instruments and certificates, in connection
with the closing of the Asset Purchase Agreement and all transactions
contemplated thereby; and

RESOLVED FURTHER, that the Corporation and each of its officers are
authorized to take any and all action, to make any and all payments and to execute
any and all documents that they consider appropriate to effect and perform the
Asset Purchase Agreement.

RESOLVED FURTHER, that the acts of the officers to date in furtherance

of each of the foregoing matters are ratified and approved.

Copy to Minute Book

RESOLVED, that an executed copy of this consent shall be inserted into

the minute book of the Corporation, and the resolutions set forth herein shall have
the same force and effect as if duly adopted at a regular or special meeting of the
Board of Directors and Shareholders.

[SIGNATURE PAGE FOLLOWS}

BN 38284228v 1
2
 agreements, instruments and documents contemplated thereby (colleclively, the
"Transaction Docwnents"), be and they hereby are, approved;

RESOLVED FURTHER, that the Board of Directors and Shareholders of

the Corporation, by execution of this Joint Written Consent, consent to and
approve the Asset Purchase Agreement, the Purchase Documents and the
transactions contemplated thereby;

RESOLVED FURTHER, that the officers of the Corporation, be and each

of them, hereby is, authorized to execute, in the name and on behalf of the
Corporation, the Asset Purchase Agreement and any all amendments thereto, and
any and all other Transaction Documents to be entered into by the Corporation
pursuant thereto or in connection therewith, including such changes and
modifications as the officer executing the same, shall approve, such approval to
be conclusively evidenced by the execution and delivery of the Asset Purchase
Agreement and such other Transaction Documents, and to take all such further
actions and execute all documents, instruments and certificates, in connection
with the closing of the Asset Purchase Agreement and all transactions
contemplated thereby; and

RESOLVED FURTHER, that the Corporation and each of its officers are
authorized to take any and all action, to make any and all payments and to execute
any and all documents that they consider appropriate to effect and perform the
Asset Purchase Agreement.

RESOLVED FURTHER, that the acts of the officers to date in furtherance

of each of the foregoing matters are ratified and approved.

Copy to Minute Book

RESOLVED, that an executed copy of this consent shall be inserted into

the minute book of the Corporation, and the resolutions set forth herein shall have
the same force and effect as if duly adopted at a regular or special meeting of the
Board of Directors and Shareholders.

[SIGNATURE PAGE FOLLOWS}

BN 38284228vl
2
 lN WITNESS WHEREOF, the undersigned have executed this Joint
Consent effective as of the date first written above.

BRAND FAMILY
DATED NOVEMBER 6,

DIRECTORS:

MP, !NC,· SIGNATURE ?AGF" TO ltESO

• . L\JTlONS OF DIRECTORS AND SHAREHOLDERS RE: APPROVAL OF APA
 OFFICER'S CERTIFICATE
OF
MF, INC.

April 1, 2019

The undersigned, hereby certifies that he is the Vice President of MF, Inc., formerly
known as Mighty Fine, a California Corporation (the "Corporation"), and that he delivers this
Certificate on behalf of the Corporation (and not in his individual capacity) in connection with
and pursuant to Section 2.2(a)(vi) of the Asset Purchase Agreement, entered into as of April 1,
2019 (the "Purchase Agreement") by and between Good Smile Connect LLC, a Delaware limited
liability company (the "Purchaser") and the Corporation (the "Seller"). Capitalized tenns, unless
otherwise defined herein, shall have the meanings assigned to them in the Purchase Agreement.
The undersigned hereby further certifies to the Purchaser as follows:

L Attached hereto as Exhibit A is a true, correct and complete copy of the resolutions
adopted by the Board of Directors and Shareholders of the Seller, authorizing the
execution, delivery and perfonnance of the Purchase Agreement and the Transaction ·
Documents and the consummation of the transactions contemplated hereby and thereby;
and

2. Set forth below are the names and signatures of the officers of Buyer authorized to sign
the Purchase Agreement and the other Transaction Documents:

NAME POSITION SIGNATURE

Guy I-LBra!ld Vice President

 IN \\t1TNESS WHEREOF, the undersigned has executed this Seller's Certificate in his
capacity as Vice President of the Corporation as of the date first written above.

GilYH.Brand, Vice President

Seller's Certificate
EXHIBIT B
 Good Smile Connect, LLC

Date: 3/27 /19

Guy Brand

RE: Job Offer of Vice President

I. Position
Job title

Your title will be Vice President and you will report to the Company's Board of Managers.

Working schedule

This is a full-time position requiring approximately 40 hours per week. Your regular weekly
schedule will be Monday to Friday lO:OOAM to 7:00PM.

Employment Relationship

Employment with the Company is for no specific period oftime. Your employment with the
Company will be "at will," meaning that either you or the Company may terminate your
employment at any time and for any reason, with or without cause. Any contrary
representations that may have been made to you are superseded by this letter agreement. This
is the full and complete agreement between you and the Company on this term. Although your
job duties, title, compensation and benefits, as well as the Company's personnel policies and
procedures, may change from time to time, the "at will" nature of your employment may only
be changed in an express written agreement signed by you and a duly authorized officer of the
Company (other than you.)

II. Cash Compensation

Salary

The Company will pay you a starting salary at the rate of $200,000.00 Gross annual salary per
year, payable in accordance with the Company's standard payroll schedule, beginning May 1,
2019 and you will receive your first paycheck on May 15, 2019. This salary will be subject to
adjustment pursuant to the Company's employee compensation policies.

Tax withholding

All forms of compensation referred to in this letter agreement are subject to reduction to
reflect applicable withholding and payroll taxes and other deductions required by law.

Good Smile Connect, LLC

360 East 2"' Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Tax advice

You are encouraged to obtain your own tax advice regarding your compensation from the
Company. You agree that the Company does not have a duty to design its compensation
policies in a manner that minimizes your tax liabilities and you will not make any claim against
the Company or its Board of Managers related to tax liabilities arising from your compensation.

Ill. Employee benefits

As a regular employee of the Company, you will be eligible to participate in a number of
Company-sponsored benefits.

The Company offers a comprehensive employee benefits program, including:

• Full contribution towards the employee and employee's dependents (including

employee's spouse) medical, dental and vision insurance as offered by the company.
• Full contribution towards the employee and employee's dependents (including
employee's spouse) Ancillary Aflac insurance offered by the company.
• 3 paid sick days.
• 17 days of paid vacation leave per year. Paid vacation leave is additional to sick days and
days that the company does not operate.

IV. Termination Conditions--Notice

Although your employment, as set forth herein, is at all times at-will, and may be terminated by
you or by the company at any time, for any reason or no reason, you and the company agree to
provide 15 days' notice prior to termination of employment, except that, if the company
terminates your employment for "cause" (defined as conduct involving commission of a crime,
act of moral turpitude, dishonesty, violence or embezzlement), the company may terminate
your employment without notice. The company may also elect to provide pay in lieu of notice,
regardless of whether your employment is terminated for cause or no cause.

V. Privacy and Confidentiality Agreements

Privacy Agreement

You are required to observe and uphold all of the Company's privacy policies and procedures as
implemented or varied from time to time, including as set forth in the separate Non-disclosure
Agreement. Collection, storage, access to and dissemination of employee personal information
will be in accordance with privacy legislation.

Good Smile Connect, LLC

360 East 2"' Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Conflict of Interest policy

While you are employed at this Company, you will not engage in any other employment,
consulting or other business activity (whether full-time or part-time) that would create a
conflict of interest with the Company. By signing this letter of agreement, you tonfirrn that you
have no contractual commitments or other legal obligations that would prohibit you from
performingyourdutiesfortheCompany, UNLtd"f W/77--/ wr1.fr7F,J CoJVJC.i;>"'r.
0 ,(_ (/c; ,(!>,?-!__

VI. Interpretation, Amendment and Enforcement

This letter agreement supersedes and replaces any prior agreements. representations or
lrnderstandings (whether written, oral, implied or otherwise) between you and the Company
and constitute the complete agreement between you and the Company regarding the subject
matter set forth herein. This letter agreement may not be amended or modified, except by an
express written agreement signed by both you and a duly authorized officer of the Company.
The letter is at all times governed by California law.

You may indicate your agreement with these terms and accept this offer by signing and dating
this agreement by April 2, 2019. Upon your acceptance ot this employment offer, Good Smile
Connect, LLC will provide you with the necessary paperwork and instructions

Sincerely 1

Enna Hozumi

Vice President

Good Smile Connect, LLC

Good Smile Connect, LLC

360 East 2"' Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Signatures:

__G;11,q_fbz,t!_ml_______ _
Company Representative (Print)

- 11!!17
Date

~
Applicant (Sign)

(3 V1j [](!..A,-fVO

Applicant (Print)

Date

Good Smile Connect, UC

360 East 2"' Street Suite 450
Los Angeles, CA 90012
EXHIBIT C
 Good Smile Connect, LLC

Date: 3/27/19

James Kim

RE: Job Offer of Vice President

I. Position
Job title

Your title will be Vice President and you will report to the Company's Board of Managers.

Working schedule

This is a full-time position requiring approximately 40 hours per week. Your regular weekly
schedule will be Monday to Friday lO:OOAM to 7:00PM.

Employment Relationship

Employment with the Company is for no specific period of time. Your employment with the
Company will be "at will," meaning that either you or the Company may terminate your
employment at any time and for any reason, with or without cause. Any contrary
representations that may have been made to you are superseded by this letter agreement. This
is the full and complete agreement between you and the Company on this term. Although your
job duties, title, compensation and benefits, as well as the Company's personnel policies and
procedures, may change from time to time, the "at will" nature of your employment may only
be changed in an express written agreement signed by you and a duly authorized officer of the
Company (other than you.)

II. Cash Compensation

Salary

The Company will pay you a starting salary at the rate of $200,000.00 Gross annual salary per
year, payable in accordance with the Company's standard payroll schedule, beginning May 1,
2019 and you will receive your first paycheck on May 15, 2019. This salary will be subject to
adjustment pursuant to the Company's employee compensation policies.

Tax withholding

All forms of compensation referred to in this letter agreement are subject to reduction to
reflect applicable withholding and payroll taxes and other deductions required by law.

Good Smile Connect, LLC

360 East 2"' Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Tax advice

You are encouraged to obtain your own tax advice regarding your compensation from the
Company. You agree that the Company does not have a duty to design its compensation
policies in a manner that minimizes your tax liabilities and you will not make any claim against
the Company or its Board of Managers related to tax liabilities arising from your compensation.

Ill. Employee benefits

As a regular employee of the Company, you will be eligible to participate in a number of
Company-sponsored benefits.

The Company offers a comprehensive employee benefits program, including:

• Full contribution towards the employee and employee's dependents (including

employee's spouse) medical, dental and vision insurance as offered by the company.
• Full contribution towards the employee and employee's dependents (including
employee's spouse) Ancillary Aflac insurance offered by the company.
• 3 paid sick days.
• 17 days of paid vacation leave per year. Paid vacation leave is additional to sick days and
days that the company does not operate.

IV. Termination Conditions--Notice

Although your employment, as set forth herein, is at all times at-will, and may be terminated by
you or by the company at any time, for any reason or no reason, you and the company agree to
provide 15 days' notice prior to termination of employment, except that, if the company
terminates your employment for "cause" (defined as conduct involving commission of a crime,
act of moral turpitude, dishonesty, violence or embezzlement), the company may terminate
your employment without notice. The company may also elect to provide pay in lieu of notice,
regardless of whether your employment is terminated for cause or no cause.

V. Privacy and Confidentiality Agreements

Privacy Agreement

You are required to observe and uphold all of the Company's privacy policies and procedures as
implemented or varied from time to time, including as set forth in the separate Non-disclosure
Agreement. Collection, storage, access to and dissemination of employee personal information
will be in accordance with privacy legislation.

Good Smile Connect, LLC

360 East 2"' Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Conflict of Interest policy

While you are employed at this Company, you will not engage in any other employment,
consulting or other business activity (whether full-time or part-time) that would create a
conflict of interest with the Company. By signing this letter of agreement, you confirm that yn11
have no _contractual commitments or other legal obligations that would prohibit you from r
performing your duties for the Company.
.,,l..,ss
"J,.\t,. ...,.,..4-k . . ..-+,
"'"""~ ~ \)~-\ "-".....,.""'-<+-

VI. Interpretation, Amendment and Enforcement

This letter agreement supersedes and replaces any prior agreements, representations or
understandings (whether written, oral, implied or otherwise) between you and the Company
and constitute the complete agreement between you and the Company regarding the subject
matter set forth herein. This letter agreement may not be amended or modified, except by an
express written agreement signed by both you and a duly authorized officer of the Company.
The letter is at all times governed by California law.

You may indicate your agreement with these terms and accept this offer by signing and dating
this agreement by April 2, 2019. Upon your acceptance of this employment ofter, Good Smile
Connect, LLC will provide you with the necessary paperwork and instructions.

Sincerely,

. --.;:;._.~_
._-=--~-:' , /

Enna Hozumi

Vice President

Good Smile Connect, LLC

Good Smile Connett, LLC

360 East 2"" Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Signatures:

-.· ,... · ·-· r·-

(,-~---.
. c ··~·····
/

Company Represen\<1tiw (Sign)

Company Representative (Print)

Date

~~
Applicant (Sign)

_-l~~
Applicant (Print)

Date

Good Smile Connect, LLC

360 East 2"" Street Suite 450
Los Angeles, CA 90012
EXHIBIT D
 ~
· · Good Smile Connect, LLC
,,.,
PROPRIETARY INFORMATION, INNOVATIONS, NON-DISCLOSURE,
AND NON-SOLICITATION AGREEMENT
This PROPRIETARY INFORMATION, INNOVATIONS, NON-DISCLOSURE, AND
NON-SOLICITATION AGREEMENT ("Agreement") is entered into by Good Smile Connect
LLC ("Good Smile") and Guy Brand. ("Employee") to formalize, in writing, certain
understandings and procedures intended to protect Good Smile's proprietary information,
innovations, and other legitimate interests. In return for employment with Good Smile, Employee
acknowledges, and Good Smile and Employee agree, as follows:
1. No Conflict
During the period of Employee's employment, Employee will devote best efforts to the
interests of Good Smile. While employed by Good Smile, Employee will not engage in any
activities detrimental to the interests of Good Smile and will disclose any potential conflicts of
interest to Good Smile. Employee will refer to Good Smile all clients or other business
opportunities Employee learns of as a result of services rendered as an employee for Good Smile.
Employee further agrees that during the period of Employee's employment w ith Good Smile,
Employee will not, without Good Smile' s prior written consent, directly or indirectly, in any
individual or representative capacity, engage or participate in any business that is in competition
in any manner with Good Smile, or engage in any employment, consulting, or other activity
which would conflict with Employee's obligations to Good Smile. Employee also agrees during
the same period not to induce any other employee or consultant of Good Smile to engage in any
such employment or activity. And Employee agrees during the same period not to solicit any
clients or potential clients of Good Smile for services similar to those performed by Good Smile
even if not directly competitive with such services. Employee further agrees that while Employee
is employed by Good Smile, during Good Smile's normal business hours, Employee will devote
Employee's entire productive time, ability, and attention to the business of Good Smile.
2. Confidentiality and Non-Disclosure
Confidential Information: Employee acknowledges that in connection with performing
services for Good Smile under this Agreement, Employee may receive and have access to
confidential, proprietary, or trade secret information concerning Good Smile, Good Smile's
affiliates, clients of Good Smile or of Good Smile's affiliates, or third parties that may disclose
such information to Good Smile, Good Smile 's affiliates, or clients of Good Smile or of Good
Smile' s affiliates (hereinafter collective referred to as "Good Smile Parties"). This information is
collectively referred to as Confidential Information.
Non-Disclosure Agreement: During the time this Agreement is in effect, and at any time
after termination of this Agreement, no matter the reason for termination, Employee shall not,
without the prior written consent of Good Smile, publish or use or disclose to anyone other than
authorized Good Smile personnel, any Confidential Information, except to the extent reasonably
necessary to perform services for Good Smile. Employee further agrees not to make copies of
Confidential Information except as expressly authorized by Good Smile.
No Licenses Granted or Implied: Other than as expressly granted in this Agreement, no
licenses or rights under any patent, copyright, or trademark are to be implied by any provisions
herein.

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Confidential Information is Broadly Defined: Confidential Information is to be broadly

defined, and includes, without limitation, all technical and non-technical information that has or
could have commercial value or other utility in the businesses in which the Good Smile Parties
are engaged or in which they contemplate engaging. Confidential Information also includes all
information of which the unauthorized disclosure could be detrimental to the interests of the
Good Smile Parties, whether or not such information is identified as Confidential Information by
the Good Smile Parties. Notwithstanding the foregoing, Confidential Information does not
encompass information in the public domain, unless Employee directly or indirectly causes the
information to become public. For purposes of clarity, publicly available information may be
Confidential Information, if the Good Smile Parties have cornpi led it in a manner that is not
publicly available.
Examples of Confidential Information: By way of example, Confidential Information
includes, without limitation, any and all non-public information concerning Good Smile's
websites, production methods, customer lists (including contact information and customer
preferences), industry contacts, purchasing habits, branding strategy, business plans, marketing
plans, operations procedmes, company organization, vendor lists, accounting practices and
financial information, price lists, personnel files, computer records, client-provided information,
processes, formulas, trade secrets, inventions, discoveries, and improvements, and all such similar
information pertaining to the Good Smile Parties.
Confidential information includes Company Innovations: Confidential Information
includes not only information disclosed to Employee by the Good Smile Parties while this
Agreement is in effect, but also information developed or learned by Employee while providing
services for Good Smile, such as Company Innovations (as defined in Section 4 below).
3. No Solicitation of Good Smile Clients using ConfidentiaJ Information
In order to protect the Confidential Information, during the period of Employee's
employment with Good Smile and within two years following the termination of Employee's
employment with Good Smile, no matter the reason for termination, Employee agrees not to use
any Confidential Information, including customer lists and protected contact infonnation, to
solicit, directly or indirectly, in any individual or representative capacity, business from any
current or former client of Good Smile, any client that Employee serviced on behalf of Good
Smile, or any prospective clients of Good Smile, including any prospective client of Good Smile
with whom Employee has communicated while in the employ of Good Smile.
4. Company Innovations
Definitions: All discoveries, designs, developments , improvements, inventions, works of
authorship, information fixed in any tangible medium of expression, trade secrets, knowhow,
ideas, mask works, trademarks, service marks, trade names, and trade dress, without regard to
whether any of the foregoing are protectable under patent, copyright, or trade secret law, are
collectively referred to as Innovations . Innovations that Employee, solely or jointly with others,
conceives, develops, or reduces to practice, and that (I) result from tasks assigned to Employee
by Good Smile; (2) result from the use of premises owned, leased, or otherwise acquired by Good
Smile; or (3) result during the course of Employee's employment with Good Smile, are
collectively referred to as Company Innovations.
Pursuant to Cal. Labor Code sect. 2870, company innovations do not include any innovations that
the employee developed entirely on his or her own time wi thou t using the employer's equipment,
supplies, facilities, or trade secret information, except as provided for in the statute .
•• t~....:.--•~i-,! ... .,_ - --... ~

- --=--- - ----
- -- ~ -
-=--=- - -------~
-~
----==-
- - ---- - ~ -:_-_
~--- - - -

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Disclosure and Assignment: Employee agrees to maintain adequate and current records
of all Company Innovations, which records shall be and remain the property of Good Smile.
Employee agrees to promptly disclose and describe to Good Smile all Company Innovations. To
the fullest extent permitted by law, all Company Innovations shall be considered works of hire.
Employee otherwise hereby does and will assign to Good Smile or Good Smile designees all of
Employee' s right, title, and interest in and to any and all Company Innovations and all associated
records. To the extent any of the rights, title, and interest in and to Company Innovations cannot
be assigned by Employee to Good Smile, Employee hereby grants to Good Smile an exclusive,
royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through
multiple tiers of sublicensees) to practice such non-assignable rights, title, and interest. Any such
license shall include the right to enforce Employee's intellectual property rights against third
party infringers. To the extent any of the rights, title, and interest in and to Company Innovations
can neither be assigned nor licensed by Employee to Good Smile, Employee hereby irrevocably
waives and agrees never to assert such non-assignable and non-licensable rights, title, and interest
against Good Smile or any of Good Smile's successors in interest.
Assistance: Employee agrees to perform, during and after the term of this Agreement, all
acts that Good Smile deems necessary or desirable to permit and assist Good Smile, at its
expense, in obtaining, perfecting, and enforcing the full benefits, enjoyment, rights, and title
throughout the world in the Company Innovations as provided to Good Smile under this
Agreement. If Good Smile is unable for any reason to secure Employee's signature to any
document required to file, prosecute, register, or memorialize the assignment of any rights in any
Company Innovations as provided under this Agreement, Employee hereby irrevocably
designates and appoints the Good Smile and Good Smile's duly authorized officers and agents as
Employee's agents and attorneys-in-fact to act for and on Employee's behalf and instead of
Employee to take all lawfully permitted acts to further the filing, prosecution, registration,
memorialization of assignment, issuance, and enforcement of rights in any Company Innovations,
all with the same legal force and effect as if executed by Employee. The foregoing is deemed a
power coupled with an interest and is irrevocable.
5. Return of Good Smile Property
Confidential Information and any materials (including, without limitation, recipes,
correspondence, memoranda, notes, records, databases, reports, plans, documents, computers,
equipment, electronic data, or digitally-stored information) or other property received or made by
Employee in connection with Employee's employment with Good Smile, whether or not they
contain or disclose Confidential Information, are collectively referred to as Good Smile Property.
Good Smile Property is the exclusive property of Good Smile or Good Smile's suppliers or
customers and must not be removed from Good Smile premises, except as required in the course
of work performed by Employee for Good Smile. Upon termination of employment, or within
five (5) days after any request by Good Smile, Employee must destroy or deliver to Good Smile,
at Good Smile's option, (a) all Good Smile Property; and (b) all materials in Employee's
possession or control that contain or disclose any Confidential Information. Employee agrees to
provide Good Smile with a written certification of Employee's compliance with Employee's
obligations under this Section.

6. Rights of Third Parties

Employee agrees that while employed by Good Smile, employee will not disclose to
Good Smile, or induce Good Smile to use, any confidential, proprietary or trade secret

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

information or material belonging to any previous employers of Employee, or any information or

material that Employee does not either own or have a clear license to distribute to Good Smile.
Employee warrants that Employee is not a party to any agreement that will interfere with
Employee's full compliance with this Agreement. Employee agrees not to enter into any
agreement, whether written or oral, that conflicts with the provisions of this Agreement.
7. Application of this Agreement
This Agreement (1) shall remain in effect after the termination of Employee's
employment with Good Smile, regardless of the reason for the termination; (2) does not in any
way restrict Employee's right, or the right of Good Smile, to terminate Employee's employment
at any time; (3) inures to the benefits of successors and assigns of Good Smile; and (4) is binding
upon Employee's heirs and legal representatives.
8. Specific Performance
Good Smile and Employee agree that money damages could be an inadequate remedy for
any breach ofany of the provisions of this Agreement. Good Smile may, in addition, to other
available rights and remedies, apply to any court of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce, or prevent violation of, any of the
provisions of such sections (without posting a bond or other security except as otherwise required
by law), and Employee hereby consents to the jurisdiction of any such court.
9. Enforcement Expenses
If any suit or legal proceeding is initiated to enforce any provision of this Agreement, the
prevailing party shall be entitled to its reasonable expenses, including attorneys' fees and costs.
10. Governing Law
This Agreement shall be governed in all respects by the laws of the State of California.
11. Severability
If any provision of this Agreement is held in whole or in party to be unenforceable for
any reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
12. Entire Agreement
This Agreement represents Good Smile and Employee's entire understanding with
respect to the subject matter contained in this Agreement and supersedes all previous
understandings, written or oral between Good Smile and Employee concerning the subject matter
of this Agreement. This Agreement may be amended or modified only with the written consent of
both Good Smile and Employee. No oral waiver, amendment, or modification shall be effective
under any circumstances whatsoever.

Good Smile Connect LLC

360 East znd Street Suite 450
Los Angeles, CA 90012
• t • •
Good Smile Connect, LLC

Employee acknowledges that Employee has had an opportunity to carefully read all of
the provisions of this Agreement, that Employee has in fact carefully read all the provisions of
this Agreement, and that Employee understands and will fully and faithfully comply with the
Agreement.

Dated: Good Smile Connect LLC

By: James Kim

Dated: Employee

Guy Brand

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
EXHIBIT E
 Good Smile Connect, LLC
.~

PROPRIETARY INFORMATION, INNOVATIONS, NON-DISCLOSURE,

AND NON-SOLICITATION AGREEMENT
This PROPRIETARY INFORMATION, fNNOV ATIONS, NON-DISCLOSURE, AND
NON-SOLICITATION AGREEMENT ("Agreement") is entered into by Good Smile Connect
LLC ("Good Smile") and James Kim. ("Employee") to formalize, in writing, certain
understandings and procedures intended to protect Good Smile's proprietary information,
innovations, and other legitimate interests. In return for employment with Good Smile, Employee
acknowledges, and Good Smile and Employee agree, as follows:
1. No Conflict
During the period of Employee' s employment, Employee will devote best efforts to the
interests of Good Smile. While employed by Good Smile, Employee will not engage in any
activities detrimental to the interests of Good Smile and will disclose any potential conflicts of
interest to Good Smile. Employee will refer to Good Smile all clients or other business
opportunities Employee learns of as a result of services rendered as an employee for Good Smile.
Employee further agrees that during the period of Employee's employment with Good Smile,
Employee will not, without Good Smile' s prior written consent, directly or indirectly, in any
individual or representative capacity, engage or participate in any business that is in competition
in any manner with Good Smile, or engage in any employment, consulting, or other activity
which would conflict with Employee's obligations to Good Smile. Employee also agrees during
the same period not to induce any other employee or consultant of Good Smile to engage in any
such employment or activity. And Employee agrees during the same period not to solicit any
clients or potential clients of Good Smile for services similar to those performed by Good Smile
even if not directly competitive with such services. Employee further agrees that while Employee
is employed by Good Smile, during Good Smile' s normal business hours, Employee will devote
Employee' s entire productive time, ability, and attention to the business of Good Smile.
2. Confidentiality and Non-Disclosure
Confidential Information: Employee acknowledges that in connection with performing
services for Good Smile under this Agreement, Employee may receive and have access to
confidential, proprietary, or trade secret information concerning Good Smile, Good Smile's
affiliates, clients of Good Smile or of Good Smile's affiliates, or third parties that may disclose
such information to Good Smile, Good Smile's affiliates, or clients of Good Smile or of Good
Smile' s affiliates (hereinafter collective referred to as "Good Smile Parties"). This information is
collectively referred to as Confidential Information.
Non-Disclosure Agreement: During the time this Agreement is in effect, and at any time
after termination of this Agreement, no matter the reason for termination, Employee shall not,
w ithout the prior written consent of Good Smile, publish or use or disclose to anyone other than
authorized Good Smile personnel, any Confidential Information, except to the extent reasonably
necessary to perform services for Good Smile. Employee further agrees not to make copies of
Confidential Information except as expressly authorized by Good Smile.
No Licenses Granted or Implied: Other than as expressly granted in this Agreement, no
licenses or rights under any patent, copyright, or trademark are to be implied by any provisions
herein.

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Confidential Information is Broadly Defined: Confidential Information is to be broadly

defined, and includes, without limitation, all technical and non-technical information that has or
could have commercial value or other utility in the businesses in which the Good Smile Parties
are engaged or in which they contemplate engaging. Confidential Information also includes all
information of which the unauthorized disclosure could be detrimental to the interests of the
Good Smile Parties, whether or not such information is identified as Confidential Information by
the Good Smile Parties. Notwithstanding the foregoing, Confidential Information does not
encompass information in the public domain, unless Employee directly or indirectly causes the
information to become public. For purposes of clarity, publicly available information may be
Confidential Information, if the Good Smile Parties have compiled it in a manner that is not
publicly available.
Examples of Confidential Information: By way of example, Confidential Information
includes, without limitation, any and all non-public information concerning Good Smile's
websites, production methods, customer lists (including contact information and customer
preferences), industry contacts, purchasing habits, branding strategy, business plans, marketing
plans, operations procedures, company organization, vendor lists, accounting practices and
financial information, price lists, personnel files, computer records, client-provided information,
processes, formulas, trade secrets, inventions, discoveries, and improvements, and all such similar
information pertaining to the Good Smile Parties.
Confidential Information Includes Company Innovations: Confidential Information
includes not only information disclosed to Employee by the Good Smile Parties while this
Agreement is in effect, but also information developed or learned by Employee while providing
services for Good Smile, such as Company Innovations (as defined in Section 4 below).
3. No Solicitation of Good Smile Clients using Confidential Information
In order to protect the Confidential Infonnation, during the period of Employee's
employment with Good Smile and within two years following the termination of Employee's
employment with Good Smile, no matter the reason for termination, Employee agrees not to use
any Confidential Information, including customer lists and protected contact information, to
solicit, directly or indirectly, in any individual or representative capacity, business from any
current or fonner client of Good Smile, any client that Employee serviced on behalf of Good
Smile, or any prospective clients of Good Smile, including any prospective client of Good Smile
with whom Employee has communicated while in the employ of Good Smile.
4. Company Innovations
Definitions: All discoveries, designs, developments, improvements, inventions, works of
authorship, information fixed in any tangible medium of expression, trade secrets, knowhow,
ideas, mask works, trademarks, service marks, trade names, and trade dress, without regard to
whether any of the foregoing are protectable under patent, copyright, or trade secret law, are
collectively referred to as Innovations. Innovations that Employee, solely or jointly with others,
conceives, develops, or reduces to practice, and that ( 1) result from tasks assigned to Employee
by Good Smile; (2) result from the use of premises owned, leased, or otherwise acquired by Good
Smile; or (3) result during the course of Employee's employment with Good Smile, are
collectively referred to as Company Innovations.
Pursuant to Cal. Labor Code sect. 2870, company innovations do not include any innovations that
the employee developed entirely on his or her own time wi thout using the employer's equipment,
supplies, facilities, or trade secret information, except as providd for in the statute.

Good Smile Connect LLC

360 East 2°d Street Sui te 450
Los Angeles, CA 900 l 2
 Good Smile Connect, LLC

Disclosure and Assignment: Employee agrees to maintain adequate and current records
of all Company Innovations, which records shall be and remain the property of Good Smile.
Employee agrees to promptly disclose and describe to Good Smile all Company Innovations. To
the fullest extent permitted by law, all Company Innovations shall be considered works of hire.
Employee otherwise hereby does and will assign to Good Smile or Good Smile designees all of
Employee's right, title, and interest in and to any and all Company Innovations and all associated
records. To the extent any of the rights, title, and interest in and to Company Innovations cannot
be assigned by Employee to Good Smile, Employee hereby grants to Good Smile an exclusive,
royalty-free, transferable, irrevocable, worldwide license (with rights to sublicense through
multiple tiers of sublicensees) to practice such non-assignable rights, title, and interest. Any such
license shall include the right to enforce Employee's intellectual property rights against third
party infringers. To the extent any of the rights, title, and interest in and to Company Innovations
can neither be assigned nor licensed by Employee to Good Smile, Employee hereby irrevocably
waives and agrees never to assert such non-assignable and non-licensable rights, title, and interest
against Good Smile or any of Good Smile's successors in interest.
Assistance: Employee agrees to perform, during and after the term of this Agreement, all
acts that Good Smile deems necessary or desirable to permit and assist Good Smile, at its
expense, in obtaining, perfecting, and enforcing the full benefits, enjoyment, rights, and title
throughout the world in the Company Innovations as provided to Good Smile under this
Agreement. If Good Smile is unable for any reason to secure Employee's signature to any
document required to file, prosecute, register, or memorialize the assignment of any rights in any
Company Innovations as provided under this Agreement, Employee hereby irrevocably
designates and appoints the Good Smile and Good Smile's duly authorized officers and agents as
Employee's agents and attorneys-in-fact to act for and on Employee's behalf and instead of
Employee to take all lawfully permitted acts to further the filing, prosecution, registration,
memorialization of assignment, issuance, and enforcement of rights in any Company Innovations,
all with the same legal force and effect as if executed by Employee. The foregoing is deemed a
power coupled with an interest and is irrevocable.
S. Return of Good Smile Property
Confidential Information and any materials (including, without limitation, recipes,
correspondence, memoranda, notes, records, databases, reports, plans, documents, computers,
equipment, electronic data, or digitally-stored information) or other property received or made by
Employee in connection with Employee's employment with Good Smile, whether or not they
contain or disclose Confidential Information, are collectively referred to as Good Smile Property.
Good Smile Property is the exclusive property of Good Smile or Good Smile's suppliers or
customers and must not be removed from Good Smile premises, except as required in the course
of work performed by Employee for Good Smile. Upon termination of employment, or within
five (5) days after any request by Good Smile, Employee must destroy or deliver to Good Smile,
at Good Smile's option, (a) all Good Smile Property; and (b) all materials in Employee's
possession or control that contain or disclose any Confidential Information. Employee agrees to
provide Good Smile with a written certification of Employee's compliance with Employee's
obligations under this Section.

6. Rights of Third Parties

Employee agrees that while employed by Good Smile, employee will not disclose to
Good Smile, or induce Good Smile to use, any confidential, proprietary or trade secret

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

information or material belonging to any previous employers of Employee, or any information or

material that Employee does not either own or have a clear license to distribute to Good Smile.
Employee warrants that Employee is not a party to any agreement that will interfere with
Employee's full compliance with this Agreement. Employee agrees not to enter into any
agreement, whether written or oral, that conflicts with the provisions of this Agreement.
7. Application of this Agreement
This Agreement (1) shall remain in effect after the termination of Employee's
employment with Good Smile, regardless of the reason for the termination; (2) does not in any
way restrict Employee's right, or the right of Good Smile, to terminate Employee's employment
at any time; (3) inures to the benefits of successors and assigns of Good Smile; and (4) is binding
upon Employee's heirs and legal representatives.
8. Specific Performance
Good Smile and Employee agree that money damages could be an inadequate remedy for
any breach of any of the provisions of this Agreement. Good Smile may, in addition, to other
available rights and remedies, apply to any court of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce, or prevent violation of, any of the
provisions of such sections (without posting a bond or other security except as otherwise required
by law), and Employee hereby consents to the jurisdiction of any such court.
9. Enforcement Expenses
If any suit or legal proceeding is initiated to enforce any provision of this Agreement, the
prevailing party shall be entitled to its reasonable expenses, including attorneys' fees and costs.
10. Governing Law
This Agreement shall be governed in all respects by the laws of the State of California.
11. Severability
If any provision of this Agreement is held in whole or in party to be unenforceable for
any reason, the remainder of that provision and of the entire Agreement will be severable and
remain in effect.
12. Entire Agreement
This Agreement represents Good Smile and Employee's entire understanding with
respect to the subject matter contained in this Agreement and supersedes all previous
understandings, written or oral between Good Smile and Employee concerning the subject matter
of this Agreement. This Agreement may be amended or modified only with the written consent of
both Good Smile and Employee. No oral waiver, amendment, or modification shall be effective
under any circumstances whatsoever.

Good Smile Connect LLC

360 East 2nd Street Suite 450
Los Angeles, CA 90012
 Good Smile Connect, LLC

Employee acknowledges that Employee has had an opportunity to carefully read all of
the provisions of this Agreement, that Employee has in fact carefully read all the provisions of
this Agreement, and that Employee understands and will fully and faithfully comply with the
Agreement.

Dated:
L~l1, 6 l~ l Good Smile Connect LLC

~~-/1,
By: James Kim

Dated: Employee

J~
~

Good Smile Connect LLC

360 East 2°d Street Suite 450
Los Angeles, CA 90012
EXHIBIT “F”
 California Secretary of State
Electronic Filing

General Stock Corporation - Articles of Incorporation

Entity Name: IMAGINARY PEOPLE, INC.
Entity (File) Number: C4588030
File Date: 04/30/2020
Entity Type: General Stock Corporation
Jurisdiction: California

Detailed Filing Information

1. Corporate Name: IMAGINARY PEOPLE, INC.
2. Business Addresses:
a. Ini al Street Address of Corpora on: 248 BERNARD AVE.
VENICE, California, 90291
United States of America

b. Ini al Mailing Address of Corpora on: 248 BERNARD AVE.

VENICE, California, 90291
United States of America
3. Agent for Service of Process:
Individual Agent: JAMES YOUNG SUK KIM
248 BERNARD AVE.
VENICE, California, 90291
United States of America
4. Shares: 100000
5. Purpose Statement: The purpose of the corpora on is to engage in
any lawful act or ac vity for which a
corpora on may be organized under the
General Corpora on Law of California other
than the banking business, the trust company
business or the prac ce of a profession
permi ed to be incorporated by the California
Corpora ons Code.

The incorporator affirms the informa on contained herein is true and correct.
Incorporator: JAMES YOUNG SUK KIM

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
EXHIBIT “G”
 California Secretary of State
Electronic Filing

Corporation - Statement of Information

Entity Name: IMAGINARY PEOPLE, INC.

Entity (File) Number: C4588030

File Date: 05/20/2020
Entity Type: Corporation
Jurisdiction: CALIFORNIA
Document ID: GF73486
Detailed Filing Information

1. Entity Name: IMAGINARY PEOPLE, INC.

2. Business Addresses:
a. Street Address of Principal
Office in California: 248 BERNARD AVE.
VENICE, California 90291
United States of America

b. Mailing Address: 248 BERNARD AVE.

VENICE, California 90291
United States of America
c. Street Address of Principal
Executive Office: 248 BERNARD AVE.
VENICE, California 90291
United States of America
3. Officers:
Document ID: GF73486

a. Chief Executive Officer: STACY BRAND

248 BERNARD AVE.
VENICE, California 90291
United States of America
b. Secretary: STEVE MARTINO
248 BERNARD AVE.
VENICE, California 90291
United States of America

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
 California Secretary of State
Electronic Filing

Officers (cont'd):

c. Chief Financial Officer: JAMES YOUNGSUK KIM

248 BERNARD AVE.
VENICE, California 90291
United States of America

4. Director: STACY BRAND

248 BERNARD AVE.
VENICE, California 90291
United States of America
Number of Vacancies on the Board of
Directors: 0

5. Agent for Service of Process: JAMES YOUNGSUK KIM

248 BERNARD AVE.
VENICE, California 90291
United States of America

6. Type of Business: MANUFACTURING AND WHOLESALE

By signing this document, I certify that the information is true and correct and that I am authorized by
California law to sign.

Electronic Signature: james youngsuk kim

Document ID: GF73486

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
 California Secretary of State
Electronic Filing

Corporation - Attachment to Statement of Information

List of Additional Directors:

1. GUY BRAND
248 BERNARD AVE.
VENICE, California 90291
United States of America
2. STEVE MARTINO
248 BERNARD AVE.
VENICE, California 90291
United States of America
3. JAMES YOUNGSUK KIM
248 BERNARD AVE.
VENICE, California 90291
United States of America
4.

5.

Document ID: GF73486

6.

7.

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
EXHIBIT “H”
 California Secretary of State
Electronic Filing

Corporation - Statement of Information

Entity Name: IMAGINARY PEOPLE, INC.

Entity (File) Number: C4588030

File Date: 08/11/2020
Entity Type: Corporation
Jurisdiction: CALIFORNIA
Document ID: GH66753
Detailed Filing Information

1. Entity Name: IMAGINARY PEOPLE, INC.

2. Business Addresses:
a. Street Address of Principal
Office in California: 2233 Walnut Ave
Venice, California 90291
United States of America

b. Mailing Address: 2233 Walnut Ave

Venice, California 90291
United States of America
c. Street Address of Principal
Executive Office: 2233 Walnut Ave
Venice, California 90291
United States of America
3. Officers:
Document ID: GH66753

a. Chief Executive Officer: Stacy L Brand

2233 Walnut Ave
Venice, California 90291
United States of America
b. Secretary: Steve Martino
2233 Walnut Ave
Venice, California 90291
United States of America

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
 California Secretary of State
Electronic Filing

Officers (cont'd):

c. Chief Financial Officer: James YoungSuk Kim

2233 Walnut Ave
Venice, California 90291
United States of America

4. Director: Stacy L Brand

2233 Walnut Ave
Venice, California 90291
United States of America
Number of Vacancies on the Board of
Directors: 0

5. Agent for Service of Process: Grecia Diaz

2233 Walnut Ave
Venice, California 90291
United States of America

6. Type of Business: Manufacturing and Wholesale

By signing this document, I certify that the information is true and correct and that I am authorized by
California law to sign.

Electronic Signature: Grecia Diaz

Document ID: GH66753

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
 California Secretary of State
Electronic Filing

Corporation - Attachment to Statement of Information

List of Additional Directors:

1. Guy Brand
2233 Walnut Ave
Venice, California 90291
United States of America
2. Steve Martino
2233 Walnut Ave
Venice, California 90291
United States of America
3. James YoungSuk Kim
2233 Walnut Ave
Venice, California 90291
United States of America
4.

5.

Document ID: GH66753

6.

7.

Use bizfile.sos.ca.gov for online filings, searches, business records, and resources.
EXHIBIT “I”
Re: Pods

Subject: Re: Pods

From: Grecia Diaz <[email protected]>
Date: 8/6/2020, 12:54 PM
To: "Yoli G. Silva" <[email protected]>

please do not email me here

On Thu, Aug 6, 2020 at 12:48 PM Yoli G. Silva <[email protected] > wrote:

here the fist 4
#2283
#2285
#2286
#2287

Thank you,

Yoli G. Silva
South Coast Tag & Label, Inc.
c 562.324.1770

Grecia Diaz

LJ
Good Smile Connect

360 E 2nd Street Suite 450 Los Angeles CA 90012

1of1 7 /5/2021, 4:07 PM

 SNfl c:o.c J-u' I.Al:*. he. Invoice
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k>~No. I
~Otoe com

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,.
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r"...,~"'---------1
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l-.....c._..,._'____

I
I I
I I
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L "J
$0.A1C..f. . , Ublt...~

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I
EXHIBIT “J”
Re: FW: MF and GSC - customer sheet

Subject: Re: FW: MF and GSC - customer sheet

From: Grecia Diaz <[email protected]>
Date: 9/4/2020, 8:16 AM
To: "Jose Lee, Jr." <[email protected]>
CC: Lucy Lei <[email protected]>, Lisa Chen <[email protected]>, "Jose Lee, Jr."
<[email protected]>

Hi Jose,

Here you are. Also, any MF related please email to the corresponding email. Lets keep it
separate please.

Thank you

Grecia Diaz

On Thu, Sep 3, 2020 at 11:26 PM Jose Lee, Jr.<[email protected]> wrote:

Hi Grecia,

Following up with you regarding the attached template for MF.

Jose

From: Lucy Lei <[email protected]>

Sent: Thursday, August 27, 2020 8:10 AM
To: Grecia Diaz <[email protected]>
Cc: Jose Lee, Jr.<[email protected]>; Lisa Chen <[email protected]>
Subject: Re: MF and GSC - customer sheet

Hi Grecia,

Attached the form, please fill for MF with correct address and info.

Thank you

1 of 7 7 /5/2 021, 4:59 PM

Re: FW: MF and GSC - customer sheet

Lucy

From: Grecia Diaz <[email protected]>

Date: Wednesday, August 26, 2020 at 6:39 PM
To: Lucy Lei <[email protected]>
Cc: "Jose Lee, Jr." <[email protected]>, Lisa Chen <[email protected]>
Subject: Re: MF and GSC - customer sheet

Hi Lucy,

Can you resend the correct template?

On Wed, Aug 26, 2020 at 2:25 PM Lucy Lei < luq~.lei@steelseries . com > wrote:

Hi Grecia,

The form you attached is for our vendors. But you are our customer as well, as you are buying the
magnets from us. That's why we ask you to fill the customer sheet. Basically just need you to fill
the customer sheet for MF by using the template he sent you.

Many thanks!

Lucy

From: Grecia Diaz <[email protected] >

Sent: Wednesday, August 26, 2020 5:00 PM
To: Jose Lee, Jr.<[email protected]>
Cc: Lucy Lei <[email protected]>; Lisa Chen <[email protected]>
Subject: Re: MF and GSC - customer sheet

2 of 7 7 /5/2021, 4:59 PM
Re: FW: MF and GSC - customer sheet

Jose,

I filled out the form last month. Resending attachment.

Not sure what more you need?

On Wed, Aug 26, 2020 at 12:57 PM Jose Lee, Jr.<[email protected]> wrote:

Grecia,

Please fill in the form , its not just the address that we need. There are other data that is
needed besides the address.

Jose

From: Grecia Diaz <[email protected] >

Sent: Thursday, August 27, 2020 12:44:30 AM
To: Jose Lee, Jr.<[email protected]>
Cc: Lucy Lei <[email protected]>; Lisa Chen <[email protected] >
Subject: Re: MF and GSC - customer sheet

Jose,

Can you change the address please.

2233 Wa lnut Ave

Venice, CA. 90291

Thank you

3 of 7 7 /5/2021, 4:59 PM
Re: FW: MF and GSC - customer sheet

Grecia Diaz

On Tue, Aug 25, 2020 at 10:13 PM Jose Lee, Jr.<[email protected] > wrote:

Grecia,

Please check if the information in our system for MF is correct. If not, please fill up the form
and return so we can make the necessary corrections.

11General IConmsicatlon I ll'IVOimg I Payments I Shppong I l'oreqi Tr~ I Ccmnerce Portzil I EDI Il'larmo I
No.. . . . . • . • . . • 1758r;;;:J Lj Search Name . • . • • • l"F, INC D6A !M...
Name . . . . • . •••. ~. Inc c!>a_ImagrwyP~ _ Bzllantt (lCY) • . . . . • o,oo
Ada'ess • . • • . . . . 360 E. :hi St., Sute =450 Crecitl.mt (lCY) •••• o,_oo
Adaess 2. . . . . • . . Atraclius Credi l.i'nlt (l ... 0,00
PostCocfePty . • • • . _90012[.t) Los Angeles [tJ
Salespe<son Code . • • . M.l
[tJ

i .......
Col.rltryCode • • • • • • us
COLnty/State • • . • • • CA ~--·······
Phone No. . • • • • • • 310 2S4 4111 J gj l.astOate~ . • . 13-01·20

~ ,..,&.,! -~- Active • .. • .. . . • Active El

Regards,

Jose

From: Grecia Diaz <[email protected] >

Sent: Wednesday, August 26, 2020 3:11 AM
To: Jose Lee, Jr.<[email protected] >
Cc: Lucy Lei < luq~. lei@SteelSeries . com >; Lisa Chen <[email protected] >
Subject: Re: MF and GSC - customer sheet

Hi Jose,

Here you are for GSC and you already have the one for MF.

4 of 7 7 /5/2021, 4:59 PM
Re: FW: MF and GSC - customer sheet

Thank you

Grecia Diaz

On Thu, Aug 20, 2020 at 11:38 PM Jose Lee, Jr.<[email protected]> wrote:

Grecia,

I need your help in filling in the attached file so as to create the customer card for both
GSC and MF. Because of the previous mix-up we've had - we are not sure what is the
correct information in our database. Thus, I ask that you kindly help us here so we can
clean up our record.

Please fill in only the yellow highlighted fields - these are must have information for
setting up customers.

Thank you.

Jose Lee Jr

Global Supply Chain Director

16, No.150, Jian-Yi Rd.

Chung-Ho City, Taipei

Taiwan, ROC

E-mail: jose.lee@st eelseries.com

Tel: +886 2 82263858 # 220

Mobile: +886 953572665

Skype: joseljr

~~~~ www.SteelSeries.com

5 of 7 7 /5/2021, 4:59 PM
Re: FW: MF and GSC - customer sheet

Grecia Diaz

Good Smile Connect

360 E 2nd Street Suite 450 Los Angeles CA 90012

Grecia Dia z

Good Smile Connect

360 E 2nd Street Suite 450 Los Angeles CA 90012

Grecia Diaz

D
Good Smile Connect

360 E 2nd Street Suite 450 Los Angeles CA 90012

6 of 7 7 /5/2021, 4:59 PM
Re: FW: MF and GSC - customer sheet

Grecia Diaz

Good Smile Connect

360 E 2nd Street Suite 450 Los Angeles CA 90012

Grecia Diaz

CJ
Good Smile Connect

360 E 2nd Street Suite 450 Los Angeles CA 90012

Customer sheet-2019v1.xlsx 54.2 KB

7 of 7 7 /5/2021, 4:59 PM
Invoice 1829 from Good Smile Connect LLC

1~

© Intuit, Inc. All rights reserved. PrivacY. I SecuritY. I Terms of Service

- Attachments:- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

ws_steelseries_586_.pdf 61.8 KB

4of4 7 /7 /2021, 3:39 PM

Invoice 1829 from Good Smile Connect LLC

UNL1470D $122.50T

Street-Fight-V-SPEAKER-TAGS

10 x $12.25

Service $20.00

Wire fee

1 x $20.00

Subtotal $142.50

Tax $0.00

Shipping $15.04

Total $157.54

Balance due $157.54

All discrepancies must be reported within 15 days from receipt of goods.

Good Smile Connect LLC

360 E 2nd Street Suite 450 LOS ANGELES, CA 90012 US

310-254-4111 [email protected]

If you receive an email that seems fraudulent, please check with the business owner before paying.

3 of 4 7 /7 /2021, 3:39 PM
Invoice 1829 from Good Smile Connect LLC

DUE 09/04/2020

$157.54

Powered by QuickBooks

Bill to Lucy Lei

Steelseries ApS
DIRCH PASSERS ALLE 27, 5 SAL
2000 FREDERIKSBERG DENMARK

Ship to Capcom
1 E Court Ln
Foster City, CA 94404

Ship date 0910412020

Ship via FedEx

Tracking no. 771454108393

Terms Due on receipt

Customer po # WS_SteelSeries_ 586

Buyer email [email protected]

2 of 4 7 /7 /2021, 3:39 PM
Invoice 1829 from Good Smile Connect LLC

Subject: Invoice 1829 from Good Smile Connect LLC

From: "Good Smile Connect LLC" <[email protected]>
Date: 9/4/2020, 2:38 PM
To: [email protected], [email protected], [email protected]
CC: [email protected], [email protected]

INVOICE 1829 DETAILS

Good Smile Connect LLC

Dear Lucy Lei ,

Here's your invoice #1829.

We have shipped your order and included tracking info, packing list and ship costs
on this invoice.

We appreciate your prompt payment.

Payment can be made online through Quick Books invoicing system Oust click on
the green button). Or you may contact us with your card number and we can
process it manually.

Please request details for bank transfer I wire details should that be your preferred
payment option .

Thank you for your business!

We appreciate our customers and hope you enjoy your product!

Thanks for your business!

Good Smile Connect LLC

1of4 7 /7 /2021, 3:39 PM

EXHIBIT “K”
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SKU
AllAAD14MTY1
DHcrlptlon
GOATSIMULATORlD' PLUSH W/5TICK-ON TONGUE
IP
Non Valve soa
Unit Price
$1L50 "'"'
$S,750.DD
Ship Datil
4/9/2f1J!J 4/9/2019
2S9S Coffee Stain Studios AllAAD14MTY1 GOATSIMULATORlD' PLUSH W/5TICK-ON TONGUE Non Valve ltm $6.75 $729.DD 9/19/2019 9/19/2019

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2472 ,.,,,
Vlnuron AllAAD14MTY1
AllAA047MOG1
GOATSIMULATORlD' PLUSH W/5TICK-ON TONGUE
Goat Simulator Cllp Olp One
NonValve
Non Valve
20
120
$13.50
$6.7S
$270.DD
$810.00
7/11/2019
4/9/2019
7/10/2019
4/9/2019
2S9S Coffee Stain Studios AllAA047MOG1 Goat SIRllllator Clip Clap One NonValve 318 $3.7S $1,192.50 9/19/2019 9/19/'2019

""
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Vlnuron
Vlnuron
Allo'\A04.7MOG1
ABP034MTYE
Goat Simulator Clip Clap One
PUPPYCATMINI S' PLUSHIE
NonValve
Non Valve
20
22
$6.7S

"-''
$US.DD
$143.DD
7/11/2019
7/11/2019
7/1D/20JJJ
7/10/2019

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2473 ,.,,,
Vlnuron ABP04SMTXE
ABP134M1Xf
Bell and PuppyCatTalkln1 Plush
Bee and PuppyCat Wlllace Talklns plush-A
NonValve
NonValve
24
3
$13.SO
$7.DD
$324.DD
$21.DD
7/11/2019
4/9/2019
7/1D/20JJJ
4/9/2019
249S
249S
Frlldendor Nlltworks Inc.
Frlldendor Nlltworks Inc.
AllP135MNFE
ABP164MFW1
Pllppyartfle-. Mittens
PllppyCat Pattern Scarf
Non Valve
Non Valve
244
600 "'"
"-"
$1,DN.DD
$1,SDD.DD
5/13/2019
5/13/2019
5/13/20JJJ
S/U/2r:JJJJ
249S

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Frlldendor Nlltworks Inc. ABWOll8MTYE
ABWOllMTYE
BnlYest Warrlor5 Clltbu1 Plush-LlshtBlu.Oneslze
BnlYest Warrlor5 Clltbu1 Plush-LlshtBlu.Oneslze
NonValve
NonValve
UDO
16 "·"
$1.DD
$3,0DD.DD
$16.DD
S/U/2019
7/22/2019
5/13/2019
7/23/2019
40
'"'
2S73
VAi.Ve CORPORATION
RPA "Romsllt" LTll
ACOUD69MVN1
ACOUD90MMG1
CS:GO CHICKEN WITH CRATE
CS:GO kon Splatter MUI
Valve
Valve 72 '"""
"·"'
$S60.DD

""·"'
10/1/2019
'"""""
'""""''
2S77 XlallMln Benwu Deslsn E-Commert11 dba Game Zone ACOUD!IOMMGl CS:GO kon Splatter MUI Valve 24 $7.DD $168.DD 8/26/2019 8/26/2019

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XlallMln Benwu Deslsn E-Commert11 dba Game Zone 48
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ACOUD!IOMMGl
ACOUD!IOMMGl
CS:GO kon Splatter MUI
CS:GO kon Splatter MUI
Valve
Valve 24
$7.DD

"·"'
$336.DD
$144.DD
12/27/2019
3/3/2f11.0
12/27/2f1J!J
3/3/2f11.0
2S73
2478
RPA "Romsllt" LTll
DXKom II
ACOU114MMG1
ACOU116MMG1
CS:GO ESPORT MUG
CS:GO LOGO MUG
Valve
Valve
72
12 "·"'., """"
$96.DD 4/30/2019 '""""''
S/7/2019
2611 DXKom II ACOU116MMG1 CS:GO LOGO MUG Valve 24 $7.DD $168.DD 10/8/2019 1D/7/2r:JJJJ
2478

""
DXKom II
TUrUe Entertainment America, Inc.
ACOU121TGC1
ACOUU1TGC1
CSGO LASER MESH CAP
CSGO LASER MESH CAP
Valve
Valve 11
$17.DD
$1S.SO
$85.DD
$170.SD
4/30/2019
8/28/2019
...
S/7/2019

,.,.,,.,
8/28/2019
2611

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2478

""
DXKom II
TUrUe Entertainment America, Inc.
DXKom II
TUrUe Entertainment America, Inc.
ACOU122MUR1
ACOUU2MUR1
ACOU123MZG1
ACOUU3MZ61
CS:GO LOGO BEANIE
CS:GO LOGO BEANIE
CSGO LDGO CAP
CSGO LOGO CAP
,,,..
Valve
Valve

Valve
30
20
$10.SO
$1D.2S
$1S.DD
$1S.DD
$315.DD
$205.DD
$75.DD
$90.DD
10/8/2019
8/28/2019
4/30/2019
8/28/2019
8/28/20JJJ
S/7/2019
8/28/20JJJ
2S77
2478
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
DXKom II
ACOUU3MZ61
ACOU126TGS1
CSGO LOGO CAP
CSGO STICKER PACK
Valve
Valve
10
20
.,,,
$14.SO $145.DD
$105.DD
8/26/2019
4/30/2019
8/26/2019
S/7/2019

,,,.. "·"'
TUrUe Entertainment America, Inc. CSGO STICKER PACK
""
'"' VAi.Ve CORPORATION
ACOUU6TGS1
ACOUl31MVN1 CS:GO CHICKEN HEAD BUND BOX
Valve
Valve
231
12S $5.50
$1,155.DD
$687.50
8/28/2019
10/1/2019
8/28/20JJJ
10/1/2019
2478 DXKom II ACOUU4WAL CS:GO Hyper Bead Willet: MTO $12.SO $62.50 4/30/2019 S/7/2019
2478 DXKom II acouUSwal CS:GO Death by KlttyWalklt: MTO Valve $12.SO $62.50 4/30/2019 S/7/2019
CSGO Blind 111111 Pins Serles 3
"" TUrUe Entertainment GmbH ACOU143MPG1 Valve 6SO $10.DD $6,SDD.DD 4/8/2f1J!J 4/lS/2019

""
""
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPG1
ACOU143MPG1
CSGO Blind Bq Pins Serles 3
CSGO Blind Bq Pins Serles 3
CSGO Blind Bq Pins Serles 3
Valve
Valve
40
1SO
$12.SO
$12.SO
$SOD.DD
$1,875.DD
""'""'
•AA'""
•AA'""
4/8/2019
4/8/2019

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'"' XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPG1
ACOU143MPG1 CSGO Blind Bq Pins Serles 3
Valve
Valve
100
12DD
$12.SO
$12.SO
$1,2SO.DD
$15,DDD.DD 7/15/2019
4/8/2019
7/12/2019
XlallMln Benwu Deslsn E-Commert11 dba Game Zone CSGO Blind Bq Pins Serles 3
'""
"" Belllns HappyEvllr Technology Co
ACOU143MPG1
ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Batch 2
Valve
Valve
12DD
2DD
$12.SO
$U.50
$15,DDD.DD
$2,SOD.DD """''
6/18/2019
3/3/2f11.0
6/18/2019
CS:GO Blind BIB Pins Serles 3 - Batch 2
'"'
2S92
Belllns HappyEvllr Technology Co
Belllns HappyEvllr Technology Co
ACOU143MPGll2
ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Batch 2
Valve
Valve
2DD
150
$U.50
$U.50
$2,SOD.DD
$1,875.DD
7/10/2019
9/19/2019
7/12/2019
9/19/2019
CS:GO Blind BIB Pins Serles 3 - Batch 2 300
""
2478
Belllns HappyEvllr Technology Co
DXKom II
ACOU143MPGll2
ACOU143MPGB2 CS:GO Blind Bq Pins Serles 3 - lldch 2
Valve
Valve 10
$U.50
$12.SO
$3,7SO.DD
$125.DD
4/6/2f11.0
4/30/2019
4/6/2f11.0
5/7/2019
2611 DXKom II ACOU143MPGB2 CS:GO Blind Bq Pins Serles 3 - lldch 2 Valve 10 $12.SO $125.DD 10/8/2019 1D/7/20JJJ

""
'"" "' ACOU143MPGB2
ACOU143MPGB2
CS:GO Bind Bq Pins Serles 3 - lldch 2
CS:GO Bind Bq Pins Serles 3 - lldch 2
Valve
Valve
700
3DDD
$10.DD
$10.DD
$7,DDD.DD
$30,DDD.OD
7/19/2019
1/15/2f11.0
7/19/'2019
1/15/2020

""'""'...
CS:GO Blind BIB Pins Serles 3 - Batch 2
2476

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TUrUe Entertainment America, Inc.
TUrUe Entertainment America, Inc.
ACOU143MPGB2
ACOU143MPGB2 CS:GO Blind BIB Pins Serles 3 - Batch 2
CS:GO Blind BIB Pins Serles 3 - Batch 2
Valve
Valve
1500
1500
$10.DD
$10.DD
$1S,DDD.DD
$1S,DDD.DD
""'""'
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5/1/2019
9/3/2019

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CS:GO Blind BIB Pins Serles 3 - Batch 2
Valve 1800
3DOD
$10.DD $18,DDD.DD 4/5/2019

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2S74
TUrUe Entertainment GmbH
Up110111ln1 Colledlbles
ACOU143MPGB2
ACOU143MPGB2 CS:GO Blind Bii Pins Serles 3 - lldch 2
Valve
Valve 40
$10.DD
$12.SO
$30,DDD.DD
$SOD.DD
7/U/2019
8/16/2019
7/lS/2019
8/16/2019
CS:GO Blind BIB Pins Serles 3 - Batch 2
'"'
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Valve Game Peripheral Products
Valve Game Peripheral Products
ACOU143MPGB2
ACOU143MPGB2 CS:GO Blind BIB Pins Serles 3 - Batch 2
Valve
Valve
1DD
2DD
$12.50
$12.50
$1,2SO.DD
$2,SOD.DD
10/1/2019
11/lS/2019
10/1/2019
11/15/2r:JJJJ
CS:GO Blind BIB Pins Serles 3 - Batch 2
'""'
2S96
Valve Game Peripheral Products
WeArll Nlltlons Umlted
ACOU143MPGB2
ACJJU143MPGll2 CS:GO Blind BIB Pins Serles 3 - lldch 2
Valve
Valve
2DD
32DD
$12.50
$10.DD
$2,SOD.DD
$32,0DD.DD
U/16/2019
8/29/2019
1'2/16/2r:JJJJ
9/19/2019
CS:GO Blind BIB Pins Serles 3 - Biid! 2
""
""
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPGll2
ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
Valve
40
lDOD
$U.50
$U.50
$SOD.DD
$12,SDD.DD
""'""'
5/31/2r:JJJJ
4/8/2r:JJJJ
4/29/2019

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CS:GO Blind BIB Pins Serles 3 - Biid! 2
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2490
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPGll2
ACOU143MPGll2
ACOU143MPGll2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
Valve
Valve
ID
ID
40
$U.50
$U.50
$U.50
$1,0DD.DD
$1,0DD.DD
$SOD.DD
""'""'
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5/10/2019
5/10/2019
5/10/2019
2491 XlallMln Benwu Deslsn E-Commert11 dba Game Zone ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Biid! 2 Valve 30 $U.50 $375.DD 5/10/2019
CS:GO Blind BIB Pins Serles 3 - Biid! 2
2492
2497
2498
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPGll2
ACOU143MPGll2
ACOU143MPGll2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
Valve
Valve
40
ID
ID
$U.50
$U.50
$U.50
$SOD.DD
$1,0DD.DD
$1,0DD.DD
""'""'
5/20/2019
5/20/2019
5/10/2019
5/20/2019
5/20/2019
2499 XlallMln Benwu Deslsn E-Commert11 dba Game Zone ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Biid! 2 Valve ID $U.50 $1,0DD.DD 5/20/2019 5/20/2019
XlallMln Benwu Deslsn E-Commert11 dba Game Zone CS:GO Blind BIB Pins Serles 3 - Biid! 2
'""
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ACOU143MPGll2
ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
Valve
40
40
$U.50
$U.50
$SOD.DD
$SOD.DD
5/20/2019
5/20/2019
5/20/2019
5/20/2019
XlallMln Benwu Deslsn E-Commert11 dba Game Zone CS:GO Blind BIB Pins Serles 3 - Biid! 2 ID
"" XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPGll2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
ID
$U.50 $1,0DD.DD 5/21/2019 5/22/2019

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ACOU143MPGll2
ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
Valve ID
$U.50
$U.50
$1,0DD.DD
$1,0DD.DD
5/22/2019 5/22/2019
5/28/2019
XlallMln Benwu Deslsn E-Commert11 dba Game Zone CS:GO Blind BIB Pins Serles 3 - Biid! 2 ID
'"' ACOU143MPGll2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve $U.50 $1,0DD.DD 5/28/2019
2S70
2S90
2S97
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
XlallMln Benwu Deslsn E-Commert11 dba Game Zone
ACOU143MPGll2
ACOU143MPGll2
ACOU143MPGll2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
CS:GO Blind BIB Pins Serles 3 - Biid! 2
Valve
Valve
Valve
300
UDO
2DD
$U.50
$U.50
$U.50
$3,7SO.DD
$1S,DDD.DD
$2,SOD.DD
""'""'
9/19/2r:JJJJ
9/24/2019
8/7/2019
9/19/2019
9/l.4/2019
XlallMln Benwu Deslsn E-Commert11 dba Game Zone CS:GO Blind BIB Pins Serles 3 - Biid! 2
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ACOU143MPGll2
ACOU143MPGll2 CS:GO Blind BIB Pins Serles 3 - Biid! 2
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4DD
UDO
$U.50
$U.50
$5,0DD.DD
$1S,DDD.DD
10/16/2019
U/27/2019
10/15/2019
12/27/20JJJ
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4DD
12
$U.50
$16.2S
$5,0DD.DD
$195.DD
3/4/2f11.0
4/9/2019
3/4/2f11.0
4/9/2019
2S92
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'"'"' $336.DD 9/19/2019 9/19/20JJJ
2473 ADOBCl3MMG1 SVEN MUG NonValve 12 $15.0D
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XlallMln Benwu Deslsn E-Commert11 dba Game Zone
TUrUe Entertainment GmbH
ADOT588MZGA
ADOT588MZGA
ADOT6DDMPG1
2017 METAL LOGO CAP
2017 METAL LOGO CAP
DOTA 2 2016 hero pin pei;k No4
NonVlllve
NonValve
Vlllve
5
6
1S8
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$15.50
$10.0D
$93.DD
$1,580.DD ......
7/16/2019

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9/19/2019

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7/16/2019
9/19/2019
5/9/2019

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Belllns HappyEvllr Technology Co
TUrUe Entertainment GmbH
AD0T605MPG1
ADOT6D6MPG1
ADOT6D6MPG1
Dotll 2 2016 Hero pin pei;k NOS
Dotll 2 2016 hero pin padr.
Dotll 2 2016 hero pin padr. NO 6
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330
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$3,300.DD
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9/19/2019
5/9/2019
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XlallMln Benwu Deslsn E-Commert11 dba Game Zone ADOT6D7KIT The International DOTA2 ChamplonshlpSwq Baa kit Vlllve 16 $320.DD 9/19/2019 9/19/2019

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ADOT789MTY1 SPIRITBREAKER PWSH NonValve 200 $10.0D $2,DDD.DD 7/22/2019 7/23/'2019
2472 ADOT834MKP1 DOTA2 : SERIES 5 MICROPLUSH BUNDBOX Vlllve 60 $8.50 $S10.DD 4/9/2r:JJJJ 4/9/2019

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Belllns HappyEvllr Technology Co
ADOT834MKP1
ADOT835MMG1
DOTA2: SERIES S MICROPLUSH BUNDBOX
TldeHunter lllanu:ter M\111
Vlllve
NonVlllve
1DDD
28 "·"
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$392.DD
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4/6/2f11.0
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ADOTB36MWT1
ADOTB51TEGM
HEROES PICK WALLET
DOTA2 BACKPACK
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$234.DD
8/26/2019
9/19/2019
8/26/2019
9/19/2019
2473 ADOT85SMVN1 DOTA2 :series 1 dotaklns blind boxvlnyl Valve 48
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2577 Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone ADOTBSSMVN1 OOTA2 series 1 doblkins blind box llinyl Valve 200
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3/3/2020
1/28/2019

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$B7.00
9/3/20'J!J
4/9/20'J!J
9/3/2019
4/9/2019

""
"" ""'"
""'"
AOOT937BUNDL
AOOT937BUNDL
SPIRIT PLUSH PIU.OWS- EARTH SPIRIT
SPIRIT PLUSH PIU.OWS-EMBER SPIRIT
NonValYI!
NonVallll!
1B
70 ..... $90.00
$350.00
7/22/2019
7/22/2019
7/23/2019
7/23/2019
2473

"" ""'"
BeijillJI HappyEYl!r Tedinol"l'f Co
AOOT965MOF1
ADOT976MVN1
Dotll 2 Repllllr Plllyina C.rd l'lldt
OOTAKINSS.2 BLIND BOX
OOTAKINS S.2 BLIND BOX
\1111111!
Vaill!!
36
600 ""'
$5.SO
$162.00
$3,300.00
4/9/2019
6/11/2019
4/9/2019
6/11/2019

'"' SteelSeries ApS AOOT976MVN1 Vaill!! 10 $5.SO $55.00 7/16/2019 7/16/2019

2473

"" ""'"
Turtle entertainment GmbH
AOOT976MVN1
ADOT976MVN1
DOT.AKINS S.2 BLIND BOX FOB x FACTORY
OOTAKINSS.2 BLIND BOX
Vaill!!
Vaill!!
48
1000 .....
$5.SO $264.00
$5,000.00
4/9/20'J!J

"'"""
4/9/2019
4/9/2019
2577

""'
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
ADOT976MVN1
ADOT976MVN1
OOTAKINSS.2 BLIND BOX
DOTAKINS S.2 BLIND BOX FOB x FACTORY
Vaill!!
Valve
200
100 "·"
"·"
$1,100.00
$550.00
8/26/2019
3/3/2W.O
1/26/2019
3/3/2020

"" Zoolily AOOT976MVN1 OOTAKINS S.2 BUND BOX \1111111! 600

,,.,,
"" $3,300.00 9/3/2019 9/3/2019

""
2472 ""'"
""'"
AEXK001MPN1
AEXK052MM
EXPLODING KITTEN BUNDBAG PIN SERIES 1
EKTACOCAT: PLUSHIE
NonVallll!
NonVallll!
60
120 $13.00
$150.00
$:1,560.00
7/22/2019
4/9/2019
7/23/2019
4/9/2019

"" Battle Bunker Bup+ AEXK052MTV1 EKTACOCAT: PLUSHIE

NSFW EXPLODING KITTEN BLIND BAG PIN
NonVallll! 21
24
$13.00 $273.00
'"""" 9/3/2019
2472

"" ""'"
""'"
AEXKOSSMPN1
AEXKOSSMPN1 NSFW EXPLODING KITTEN BLIND BAG PIN
NonVallll!
NonVallll! 36
$5.SO
$2.SO
$132.00
$90.00
4/9/20'J!J
7/22/2019
4/9/2019
7/23/2019
EK BLIND BAG PIN SERIES 2 24
2472

"" ""'"
""'"
AEXK056MPN1
AEXK056MPN1 EK BLIND BAG PIN SERIES 2
NonVallll!
NonVallll! 36
$5.SO
$2.SO
$132.00
$90.00
4/9/20'J!J
7/22/2019
4/9/2019
7/23/2019

"" Battle Bunker Bup+ AEXK0611MTV1 NOPE KITTY PLUSH

MINI HAIRY POTATO CAT PLUSH
NonVallll! 60
90
$13.50 $B10.00
,,,,,,,,.
9/3/20'J!J 9/3/2019

"" Battle Bunker Bup+ AEXK069MTV1 NonValve $7.50 $675.00 9/3/2019

2472

""
""'"
•n•n
AEXK069MM
AFEZ001MTV1
Small HAIRY POTATO CAT PWSH
FEZ GOMEZ PLUSHIE
NonVallll!
NonVallll!
36
10 ..... ..,,,...
$7.SO

.....
$270.00 4/9/20'J!J
S/7/2019
4/9/2019
5/8/2019

,,,.
""
,,,.
AFEZ002MTQ1 FEZ GOMEZ COll.ECTIBLE FIGURE NonValve 72 $360.00 S/7/20'J!J S/1/2019

,,,. ""'"
""'"
AHKD97MPN1
AHKD98MPN1
HOMESTUCIC ROSE LALONDE SPRITE PIN
HOMESTUCIC DAVE STRIDER SPRITE PIN
NonVallll!
NonVallll!
48
48 "·"
$2.SO
$120.00
$120.00
S/22/2019
S/22/2019
S/22/2019
S/22/2019

,,,. ""'" AHKD99MPN1 HOMESTUCICJADE HARLEY SPRITE PIN NonVallll! 48 $2.SO $120.00 S/22/2019 S/22/2019

2472 ""'"
""'"
AHK100MPN1
AHK204MTV1
HOMESTUCICJOHN EGBERT SPRITE PIN
Home stuck Dr. HoneyTon1ue Plush
NonVallll!
NonVallll!
48
36 ""
$15.00
$120.00

.......
$540.00
S/22/2019
4/9/2019
S/22/2019
4/9/2019
2472
""'" AHK207MTV1 Home stuck Pumpkinsnuffie Plush NonVallll! 33 $15.00 4/9/2019 4/9/2019
2472
2473 ""'"
""'"
AHK218MNQ1
AHK218MNQ1
Homestuck Mini Sailemllte Plush: lemon snout
Homestuck Mini Sailemllte Plush: lemon snout
NonVallll!
NonVallll!
61
11 ""
""
$579.SO
$104.SO
4/9/2019
4/9/2019
4/9/2019
4/9/2019
2472
""'" AHIG445MMG1 Home stuck Rose La Lande character mu1
Home stuck DaYI! Strider mu1
NonVallll! 6 $1.75
,.,,_,.
$52.50 4/9/20'J!J 4/9/2019
2472
2472 ""'"
""'"
AHIG484MMG
AHIG486MMG1 Home stuck .lode Harley character mllj
Nan ValYI!
NonVallll!
12
6
$1.75
$1.75 $52.50
4/9/2019
4/9/2019
4/9/2019
4/9/2019
2472
""'" AHK533MOG1 Home stuck Mutie c:ip clap Plush Non Vaill!! 120 $6.SO
,,,.,.
$780.00 4/9/2019
,,,_,,,
4/9/2019

""
2473
Vinceron

""'"
AHK533MOG1
AHIC645MTV1
Home stuck Mutie dip clap Plush
Homestuck Mllplehoof Plush
NonVallll!
NonVallll!
20
24 ""
"" $204.00
7/1:1/2019
4/9/2019 4/9/2019
2473

"" ""'"
Vinceron
AHKll10MOF1
AHK.1110MOF1
HomestuckTarat:6A7
HomestuckTarat6 A7
NonValYI!
NonVallll!
36
40 "'"
$13.50
$162.00
$540.00
4/9/2019
7/1:1/2019
4/9/2019

'"""""
""
2473
Heart Madiine

""'"
AHLOOOSMM
AHSP293MPN1
Hyper Lisht Drifter Plush
Hiveswap Pin
NonVallll!
NonVallll!
30
36
$10.00

,.,,
$5.00
$300.00

'""'"
S/7/2019
4/9/2019
5/1/2019
4/9/2019
Byers Plush
2473
""'" AHSP294MTY1 Nan\1111111! 36 $306.00 4/9/2019 4/9/2019

""
""
Baoml Studios
Vinceron
AJ.lll012MTX1
AMLP1734MTQ1
Lumberjlnes Holy Kil:t!!n Talkin1 Plush
my little pony chibi llinyl series 1 bundle
NonValve
NonVallll!
450
24 "·"
$102.00 "'"""'
$2,250.00
$2,448.00 7/29/2019
S/9/2019
7/26/2019

""
""
Vinceron
Vinceron
AMLP20618DL
AMLP2061MTQ1
My Little Pony MLP Chibi Vinyl Series 2 Rainbow Dash
MY UTTI.E PONY 011181 SERIES 2-Celestia
MY UTTI.E PONY 011181 SERIES 2-Flul:t!!rshy
NonValve
NonValve
I
12
"LOO
,..,,
"·" "'"·"
$102.00
7/29/2019
7/29/2019
7/26/2019
7/26/2019

"" Vinceron AMLP2061MTQ1 NonVallll! 12 $102.00 7/29/2019 7/26/2019

""
""
Vinceron
Vinceron
AMLP2061MTQ1
AMLP2061MTQ1
MY UTTI.E PONY 011181 SERIES 2-luna
MY UTTI.E PONY 011181 SERIES 2-0ctavia
NonVallll!
NonValve
12
12 "·"
"·"
$102.00
$102.00
7/29/2019
7/29/2019
7/26/2019
7/26/2019
2472

"" ""'"
Vinceron
APTI.128MTY1
APTU2BMTY1
Snugable Companion Cube Plush
Snugable Coml"'nion Cube Plush
Non Vaill!!
NonVallll!
120
27
$12.50
$12.50
$:1,500.00
$337.50
4/9/2019
7/1:1/2019
4/9/2019
7/10/2019

,,,.
2473
""'"
""'"
APTI.171MMG1
ASICT042MTY1
Por'bll Einstftt-Rosen Mu1
SHOVEL KNIGHT SHIELD KNIGHT PWSH
KING KNIGHT PLUSHIE
NonVallll!
NonVallll!
36
77
24
.....
$9.00 $324.00
$315.00
4/9/2019
S/22/2019
4/9/2019
S/22/2019

"" Yacht Cub Games ASICT074MM

m MEDIC MICRO PWSH- Blue
NonVallll! $16.50 $396.00 8/25/2019 1/21/2019

""
ATR5194MKP1 24
2472

"" ""'"
Vinceron ATR5227MVN1 m BAU.oONICORN VINYL FIGURE
NonVallll!
NonVallll! 20
,,_,.
$15.50
$204.00
$310.00
4/9/2019
7/11/2019
4/9/2019
7/10/2019
2472
""'" ATR5242MOG1 baloanicorn clip cillp plush NonVallll! 60
""'·'" 4/9/2019 4/9/2019

"" Vinceron ATR5242MOG1 baloanicorn clip dap plush NonVallll! 20 $7.00 $:1AO.OO 7/11/2019 7/10/2019
2475

,.,.
""
The Oatmeal Shop
VAJ.Ve CORPORATION
VAJ.Ve CORPORATION
AUNWJ53MPN1
AUNUA05MKC1
THE OATMEAL 81.JND BAG PINS SETSERIES 1
Bureau Bottle Opener
AUNUA17MMG1 Vlllve 14o.z Loso Mllj
NonValve
\1111111!
Vaill!!
8320
15
100
.....
"·'" ,......
.....
$16,640.00
$75.00
4/29/20'J!J
9/12/2019
9/27/2019
5/112019
•!UW>'9
9/27/2019

"" Turtle EntertainmentGmbH AUNL710MPN1 Doto 2 Blindbox Collectible Pins Vaill!! 1000
24
.,.,.
$2.SO
"'"""
$2,500.00 S/9/2019

""
2496
Vinceron
Brian Kesinpr Desia:n and llustnrtion
AUNL726MEZ1
AUNL747MTV1
PORTAL P.Body Action fisure
Otto And Victoria Otto Plush
NonVallll!
NonVallll! 54 $10.00
$576.00

,,.,,,,,.
$540.00
7/1:1/2019
5/15/2019
7/10/2019
S/14/2019

""
""
Brian Kesinpr Desia:n and llustnrtion
Brian Kesinpr Desia:n and llustnrtion
AUNLl42MFW1
AUNLIBOMNQ1
Otto And Victoria Watercolor Otto Scarf
Otto and Victoria Mini Otto pup Plush
NonVallll!
NonVallll!
120
175 "·"
"·" ..... ""'""
$300.00
$437.50
S/1/2019
S/1/2019
2577

'""'
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
AUNIJI01MTV1
AUNIJI01MTV1
Hamster Hawk Plush
Hamster Hawk Plush
NonVallll!
NonVallll!
S
20
24
.....
$1LOO
$100.00
1/26/2019
12/27/2019
1/26/2019
12/27/20'J!J

""
2473
Vinceron

""'"
AUNL.958MVN1
AWFM047MPN1
TideHunter6 Inch Vinyl fisure
W.rfrallll! Clem Obey Pin
NonVallll!
NonVallll! 24
$12.50
$7.00
$300.00
$161.00
7/1:1/2019
4/9/2019
7/10/2019
4/9/2019
24
2473
2572 ""'"
VAJ.Ve CORPORATION
AWFM049MTP1
BLANKS
W.rframe Clem Pillow
Alpha Brader blank! W/rush fees
NonVallll!
Vaill!!
$14.50
$190.83
$341.00
$190.13
4/9/2019
6/S/2019
4/9/2019
6/5/2019

"" BeijillJI HappyEYl!r Tedinol"l'f Co CSOACOUVC011 CS:GO eries 2: PINS Vaill!! 100 $12.50
,,,,_,.
$:1,250.00 9/19/2019 9/19/2019
247B
2611
DXKom II
DXKom II
CSQACOUVC071
CSQACOUVC071
CSGO Blind
CSGO Blind
Baa Pins Series 2
Baa Pins Series 2
ValYI!
ValYI!
10 $12.50
$12.50 $62.50
4/30/2019
10/8/2019 ,.,,,,,,,.
5/7/2019

CSGO Blind Baa Pins Series 2

""
'""' "'
"'
CSQACOUVC071
CSQACOUVC071 CSGO Blind Baa Pins Series 2
Vaill!!
Vaill!!
400
1000
$10.00
$10.00
$4,000.00
$10,000.00
7/19/2019
1/15/2020
7/19/2019
1/15/2020
C5GO Blind Baa Pins Series 2
2476 Turtle Entertainment America, Inc. CSOACOUVC011
C5GO Blind Baa Pins Series 2
Vaill!! 200 $10.00 $2,000.00
'"""" S/1/2019

""
""
Turtle Entertainment America, Inc.
Turtle entertainment GmbH
CSOACOUVC011
CSOACOUVC011 C5GO Blind Baa Pins Series 2
Vaill!!
Vaill!!
1000
600
$10.00
$10.00
$10,000.00
$6,000.00 '""""
4/4/20'J!J
9/3/2019
4/S/2019
C5GO Blind Baa Pins Series 2
""
""
Turtle EntertainmentGmbH
Turtle EntertainmentGmbH
CSOACOUVC011
CSOACOUVC011 CSHGO C5GO Blind llq Pins Series 2
Vaill!!
Vaill!!
1500
250
$10.00
$10.00
$15,000.00
$2,500.00
7/12/2019

'""""
7/15/2019
4/15/2019
Baa Pins Series 2
'"'
'""'
Valve Glime Periphenl Products
Valve Glime Periphenl Products
CSOACOUVC071
CSOACOUVC071
CSGO Bind
CSGO Bind Baa Pins Series 2
Vaill!!
Vaill!!
SO
SO
$12.50
$12.50
$625.00
$625.00
10/1/2019
12/20/2019
10/1/2019
12/20/lO'J!J

'"'
""
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
CSOACOUVC071
CSOACOUVC071
CS:GO Rries 2: PINS
C5GO Blind Baa Pins Series 2
C5GO Blind Baa Pins Series 2
Valve
Valve
200
60
$12.50
$12.50
$2,500.00
$750.00 .,.,,,,,.
7/15/2019 7/12/2019
4/1/2019

'""
""
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
CSOACOUVC071
CSOACOUVC071 C5GO Blind Baa Pins Series 2
Valve
Valve
200
BO
$12.50
$12.50
$2,500.00
$:1,000.00
5/31/2019
5/21/2019
4/29/2019
S/22/2019
C5GO Blind Baa Pins Series 2
""
'""
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
CSOACOUVC071
CSOACOUVC071 C5GO Blind Baa Pins Series 2
Valve
Valve
BO
BO
$12.50
$12.50
$:1,000.00
$:1,000.00
5/2212019 S/22/2019
S/21/2019
C5GO Blind Baa Pins Series 2
""
""
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu Desijin E-CommefCI! db• Glime Zone
CSOACOUVC071
CSOACOUVC071 C5GO Blind Baa Pins Series 2
Valve
Valve
200
300
$12.50

.,.,.
$12.50
$2,500.00
$3,750.00
9/19/2019
9/24/2019
9/19/2019
9/24/2019

""
2473
lleijillJI HappyEYl!r Tedinol"l'f Co

""'"
G90335
G90335
Fipna AllH·Blue
F..,.. Atlas-Blue
NonVallll!
NanValYI!
48
24 .,.,. $1,152.00
$576.00
7/10/2019
4/9/2019
7/12/2019
4/9/2019
 Non\lalve 10 ,,..00 7/10/2019
"" Vinceron G90335 F,....Atlas-Blue $24.00 7/11/2G:l9

""
2473
BeijillJI H•ppyEYl!r Tedinol"IV Co

""'"
G9035182
G9035182
Fill"'• P.Body- Oranp
Fill"'• P.Body- o ...n..,
Fill"'• Anti-Map-ONE
NonVal..,
NonValYI!
NonValYI!
24
24
24
"""'
"""'
$33.00
$576.00

,,,,,.
$576.00
9/2412019
4/9/2019
9/3/2019
9/2412019
4/9/2019
9/3/2019
""
2578
Zoolily
Xiallll!n Benwu DHijin E-CommefCI! db• Glime Zone "''""'
""""" Fill"'• Anti-Map-ONE NonValve 5
"""' $120.00 8/26/2019 1/26/2019

""
""
Xiallll!n Benwu DHijin E-CommefCI! db• Glime Zone
XiBllll!n Benwu DHijin E-CommefCI! db• Glime Zone """""
"""""
Fill"'• Anti-Map-ONE
Fill"'• Anti-Map-ONE
NonValve
NonValve
12
24 """'
"""'
$288.00
$576.00
8/30/2019
9/19/2019
9/3/2019
9/19/2019

""
2573
XiBllll!n Benwu DHijin E-CommefCI! db• Glime Zone
RPA "Ramsat" LID """""
"'"""
Fill"'• Anti-Map-ONE
Fi ..... Anti-Map-ONE Collection fipre
NonValve
NonVal..,
24
24 """'
$33.00
$576.00
$792.00
10/16/2019
'""'"""
10/1/2019
2578

""
2573
XiBllll!n Benwu DHijin
XiBllll!n Benwu DHijin
RPA "Ramsat" LID
E-CommefCI! db• Glime Zone
E-CommefCI! db• Glime Zone """""
"""""
Fill"'• Wind ...npr-One
Fill"'• Wind ...npr-One
Fi..,.. Wind ...npr-One Collection fil"re
NonValve
NonValve
NonVal..,
5
24
24
"""'
"""'
$33.00
$120.00
$576.00
$792.00
8/26/2019
9/19/2019
1/26/2019
9/19/2019
10/1/2019
"'""'
2578 Xiallll!n Benwu DHijin
Xiallll!n Benwu DHijin
E-CommefCI! db• Glime Zone
"""""" Fill"'• Lina Blltdi 2-RED NonVal..,
NonVal..,
12
12 """'
.....
"""'
$288.00 8/26/2019 1/26/2019

.....
Fill"'• Lina Blltdi 2-RED $288.00 9/19/2019 9/19/2019
"" XiBllll!n Benwu DHijin
E-CommefCI! db• Glime Zone
"""""" Fill"'• Lina Blltdi 2-RED NonVal.., 24 $164.00 10/16/2019 10/15/2019
""
2573 RPA "Ramsat" LID
E-CommefCI! db• Glime Zone
""""""
"'""'" Fipna Lina Blltdi 2-RED Collection fijure NonVal.., 24 $164.00 10/1/2019
2578

""
2573
Xiallll!n Benwu DHijin
XiBllll!n Benwu DHijin
RPA "Ramsat" LID
E-CommefCI! db• Glime Zone
E-CommefCI! db• Glime Zone "'""'"'
"'"""'
Nendoroid Dn1<1n Kniahl!-One
Nendoroid Dn1<1n Kniahl!-One
Nendoroid Dn1<1n Knijihl!-One Collection fijure
NonVal..,
NonVal..,
NonVal..,
12
12
24
"""'
$15.00
$29.00
$288.00
$180.00
$696.00
8/26/2019
9/19/2019
1/26/2019
9/19/2019
10/1/2019
"''""' Nendoroid Mnnit-ONE NonValYI! 60 $29.00 $1,740.00 9/3/2019 9/3/2019
""
2578
Zoolily
XiBllll!n Benwu DHijin E-CommefCI! db• Glime Zone "''""
"'""" Nendoroid Minna-ONE Non Val..,
Non Val..,
12
12 """' $288.00 1/26/2019 1/26/2019
Xiallll!n Benwu DHijin 6504003 Nendoroid Minna-ONE $180.00
""
"" Xiallll!n Benwu DHijin
RPA "Ramsat" LID
E-CommefCI! db• Glime Zone
E-CommefCI! db• Glime Zone 6504003 Nendoroid Minna-ONE NonVal..,
NonVal..,
24
24
$15.00

"""' $576.00
9/19/2019
10/16/2019
9/19/2019
10/15/2019
2573 GSCND03 Nendoroid Minn.ONE Collection fipre $29.00 $696.00 10/1/2019
2578 Xiallll!n Benwu DHijin E-CommefCI! db• Glime Zone 650400582 Nendoroid Queen of Pain Blltdi 2-BWE NonValve 12
"""'
"""'
$288.00 8/26/2019 1/26/2019

"'"'
2573
Xiamen Benwu Desijin
RPA "Ramsat" LID
E-CommefCI! db• Glime Zone 650400582
GSCND0582
Nendoroid Queen of Pain Blltdi 2-BWE
Nendoroid Queen of Pain Blltdi 2-BWE Collection fil"re
NonValve
NonValve
12
24 $29.00
$288.00
$696.00 "'""'' 3/3/2rJ2.0
10/1/2019

""
""
Vinceron
Vinceron
DXKom II
HHK040MES1
HHK043MES1
Homestuck Hera of Lijht Plush Blanket-0 ...np
Homestuck Hera of mind plush blanket
Non ValYI!
Non Val..,
12
12 """'
.....
"""'
$288.00
$281.00
7/29/2019
7/29/2019
7/26/20'9
7/26/20'9

.....
2611 MBCS007 CSGO Hardshell Jacket Musl:l!rbrand ValYI! $60.00 10/l/2019 10(7/20'9
MBOR047MAQ1 485 $1,212.50
""
2478
Take Two
DXKom II MBSCOD1
Clap Tnp Aloha Button Up
CS:GO Reversible Vest Musterb...nd- Multi
NonValYI!
ValYI!
$2.50
$150.00
6/27/2019
4/30/2019
7/3/2019
5/1/2019
2611 DXKom II MBSCOD1 CS:GO Reversible Vest Musterb...nd- Multi ValYI! ....00
v.1.... """' 10/l/2019 10/7/2019

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2478
2611
BeijillJI HappyEYl!r Tedinol"IV Co
DXKom II
DXKom II
MCOUOll2GL1
MCOUOB2GL1
MCOUOB2GL1
CS:GO E SPORT LOGO TEE- UNISEX
CS:GO E SPORT LOGO TEE- UNISEX
CS:GO E SPORT LOGO TEE- UNISEX
V.IYI!
V.IYI!
50
10
68
$0.00
$10.50
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$105.00
$340.00
6/11/2019
4/30/2019
10/l/2019
6/11/2019
5/7/2019
10(7/20'9
2478 DXKom II MCOUOB3GL1 CSGO LOGO TSHIRT V.>w $10.50 $94.50 4/30/2019 5/7/2019
BeijillJI HappyEYl!r Tedinol"IV Co MCOUOl4GL1 CSGO GUARDIAN LOGO TEE Valve 17 ...00 $136.00 6/11/2019 6/11/2019
""
2478 DXKom II MCOUOB4GL1 CSGOGUARDIAN LOGO TEE ValYI! 10 $10.50 $105.00 4/30/2019 5/7/2019
2611

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2478
DXKom II
Xiamen Benwu Desijin E-CommefCI! db• Glime Zone
DXKom II
MCOUOB4GL1
MCOUOl4GL1
MCOU118NVX1
CSGOGUARDIAN LOGO TEE
CSGO GUARDIAN LOGO TEE
CS:GO - BACKPACK
ValYI!
v..1....
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14
24
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$10..SO
$><00
$5.00
$147.00
$576.00
10/l/2019
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4/30/2019
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5/22/2019
5/7/2019
CS:GO - BACKPACK
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Valve Glime Periphenl Producl!I
Xiamen Benwu Desijin E-CommefCI! db• Glime Zone
MCOU118NVX1
MCOU118NVX1 CS:GO - BACKPACK
ValYI!
Valve 12
$39.00

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$288.00
10/1/2019
9/19/2019 '"""""
9/19/2019
BeijillJI HappyEYl!r Tedinol"IV Co MCOU125GL1 CS:GO REFLECTlVE MENS TEE v.1.... ...00 $368.00 6/1112019 6/11/2019
""
2478 DXKom II MCOU125GL1 CS:GO REFLECTIVE MENS TEE ValYI!
46
$10.50 $94.50 4/30/2019 5/7/2019
2611

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DXKom II
BeijillJI HappyEYl!r Tedinol"IV Co
MCOU125GL1
MCOU132GL1
CS:GO REFLECTIVE MENS TEE
CS:GO ICanmbitT-shirt:
ValYI!
v.1....
53
33 "'"
$0.00
$265.00
$264.00
10/l/2019
6/11/2019
10(7/20'9
6/11/2019
2478
2611
DXKom II
DXKom II
MCOU132GL1
MCOU132GL1
CS:GO ICanmbit T-shirt: color navy
CS:GO Ka"'mbit T-shirt: color navy
ValYI!
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11
$10.50
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4/30/2019
10/l/2019
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5/1/2019

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Xiamen Benwu Desijin E-CommefCI! db• Glime Zone
Xiamen Benwu Desijin E-CommefCI! db• Glime Zone
Yacht Cub Games
MCOU132GL1
MCOU133MZW1
MCOU133MZW1
MSICT(!;7MAU1
CS:GO ICanmbit T-shirt: color nllV)I
CS:GO PACKABLE JACKET
CS:GO PACKABLE JACKET/Lap
SHOVEL KNIGHT UGLY CHRISTMAS SWEATER
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20
12

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$10..SO
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$16.50
$210.00
$600.00
$65.00
$330.00
5/2212019
9/19/2019
7/15/2019
8/25/2019
5/22/2019
9/19/2019
7/12/2019
1/21/2019
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2572 VAJ.Ve CORPORATION MSTM1349ZHD1 Stum LD8D2ip Hoodie- Navy ValYI! "'00 $231.00 6/5/2019 6/5/2019
VAJ.Ve CORPORATION MUNUA03ZHD1 lnnDVBtor Zip Hoodie W/Sleeve lnn......tor Embraidery ValYI! 77 $128.00 $9,SSl!i.OO 9/12/2019 9/12/2019
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VAJ.Ve CORPORATION
VAJ.Ve CORPORATION
MUNUA03ZHD1
MUNUA11ZHD1
lnnDVBtor Zip Hoodie W/Sleeve lnn......tor Embraidery
lnnDVBtorZip Hoodie-W/P.,rsanalized Emb
ValYI!
ValYI! 4
$130.00
$55.00
$390.00
$220.00
9/12/2019
9/12/2019
9/12/2019
9/12/2019
$>•00
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VAJ.Ve CORPORATION
MUNUA12ZHD1
MUNUA12ZHD1
lnnDVBtorZip HoodieW/No lnnDVBtor Patch
lnnDVBtorZip HoodieW/No lnnDVBtor Patch
ValYI!
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$27.00
$546.00
$54.00
9/12/2019
9/12/2019
9/12/2019

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MUNUA11GL1
MUNUA11GL1
Shattered Web Tee
Shattered Web Tee
V.IYI!
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13 $12.50
$><00
$1,037.50
$112.00
9/30/2019
9/30/2019
9/30/2019
9/30/2M9
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Shattered Web Tee
Otto and Victoria Otto Cropped Canlipn
NonVal..,
ValYI!
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$15.00
$12.50
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6/11/2019
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$342.91
$531.63 4/4/2019 4/5/2019
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Shippin1
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$226.51
$118.64
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$226.58
$111.64
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5/7/2019
5/1/2019 ""'"''
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2496 Brian Kl!sinpr Design and llustnrtion Sales Tu
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Heart Madiine
Brian Kl!sinpr Design and llustnrtion
Sales Tu
Sales Tu
Shippin1 ""'"'
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$30.75
$34.92
$18.45
$30.75
$34.92
9/19/2019
5/1/2019
5/1/2019
9/'l9/20l9
5/1/2019
5/1/2019
2496

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2478
Brian Kl!sinpr Design and llustnrtion
Brian Kl!sinpr Design and llustnrtion
DXKom II
Shippin1
Shippin1
Shippin1
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$232.00
$36.21
$6.22
$23.2.00
5/15/2019
9/19/2019
4/30/2019
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5/7/2019
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2475
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Heart Madiine
The Oatmeal Shop
Shippin1
Shippin1
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$295.66
5/7/2019
5/13/2019
5/1/2019
4/29/2019
5/1/2019
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5/112019

"" We.Are Nations limited Shippin1 $1,200.00 $1,200.00 1/29/2019

'"'"""
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Yacht Cub G•mes
Rep•ck Goods For Order
SHOVELKNIGlfT PLUSHIE '"""""" • $50.00
$16.50
.....
$396.00
4/812019
1/25/2019
4/15/2019
8/28/2019
"" °'"' "
NonVBllll!

"'""'"'
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"" Zoolily
Shippin1

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9/3/2019 9/3/2019
""
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Shippin1
Shippin1
°'"' $367.42 $367.42 9/19/2019
2579 Upcomin1 Collectiblo:s
Upcomin1 Collectiblo:s
sb!•m contraler 31 units • $22.SO
"""' " $22.50 $855.00
"'""'"
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2579 $22.50 $855.00

"" VAJ.Ve CORPORATION

sb!•m link 31 unit!l x $22.SO
S.mple """'
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"" VAJ.Ve CORPORATION Setup O.•rps-Embroiden!d pmh
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$136.00 9/12/2019 9/12/2.0'J!J

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XiBllll!n Benwu DHijin E-CommefCI! db• Glime Zone Shippin1 $7.43 4/1/2019 4/1/2019
"" ""'"'
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XiBllll!n Benwu DHijin E-CommefCI! db• Glime Zone
XiBllll!n Benwu DHijin E-CommefCI! db• Glime Zone
Xiallll!n Benwu DHijin E-CommefCI! db• Glime Zone
Shippin1
Shippin1
Shippin1
""'"'
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$6.36

$12.66
$6.36

$12.66
4/1/2019
4/1/2019
4/l/20'J!J
4/1/2019
4/1/2019
4/1/2019
""
'"" Xiallll!n Benwu DHijin E-CommefCI! db• Glime Zone Shippin1 ""'"'
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$416,269.65
 1 PROOF OF SERVICE

2 STATE OF CALIFORNIA, COUNTY OF LOS ANGELES

3 At the time of service, I was over 18 years of age and not a party to this action. I am
employed in the County of Los Angeles, State of California. My business address is 1888 Century
4 Park East, Suite 1500, Los Angeles, California 90067.

5 On July 14, 2021, I served true copies of the following document(s) described as
PLAINTIFF GOOD SMILE CONNECT, LLC’S SECOND AMENDED COMPLAINT
6 FOR: 1. BREACH OF CONTRACT (KIM); 2. BREACH OF CONTRACT (BRAND);
3. BREACH OF FIDUCIARY DUTY; 4. INTENTIONAL INTERFERENCE; WITH
7 PROSPECTIVE ECONOMIC ADVANTAGE; 5. UNFAIR COMPETITION;
6. DECLARATORY RELIEF; 7. BREACH OF CONTRACT (MF INC.) on the interested
8 parties in this action as follows:

9 SERVICE LIST

10 Charles M. Coate, Esq. Attorneys for Defendants Grecia Diaz,

Charles M. Coate, of Counsel Imaginary People, Inc., James Youngsuk Kim
11 Hamrick & Evans LLP Guy Brand and MF, Inc.
LLP
1888 CENTURY PARK EAST, SUITE 1500

2600 W. Olive Avenue, Suite 1020

LOS ANGELES, CALIFORNIA 90067
FREEMAN, FREEMAN & SMILEY,

12 Burbank, CA 91505
email: [email protected]
13
(310) 255-6100

14
BY MAIL: I enclosed the document(s) in a sealed envelope or package addressed to the
15 persons at the addresses listed in the Service List and placed the envelope for collection and
mailing, following our ordinary business practices. I am readily familiar with Freeman, Freeman
16 & Smiley, LLP's practice for collecting and processing correspondence for mailing. On the same
day that the correspondence is placed for collection and mailing, it is deposited in the ordinary
17 course of business with the United States Postal Service, in a sealed envelope with postage fully
prepaid.
18
BY E-MAIL OR ELECTRONIC TRANSMISSION: I caused a copy of the
19 document(s) to be sent from e-mail address [email protected] to the persons at the
e-mail addresses listed in the Service List. I did not receive, within a reasonable time after the
20 transmission, any electronic message or other indication that the transmission was unsuccessful.

21 I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct.
22
Executed on July 14, 2021, at Los Angeles, California.
23

24

25 Sherry Ricondo

26

27

28

5025525.1
SECOND AMENDED COMPLAINT