LII-IAUJM John S. Kyle, Esq. (SBN 199196) Paul Batcher, Esq. (SBN 266928) KYLE HARRIS LLP 450 Street, Suite 1410 San Diego, CA 92101 Tel: (619) 600-0086 Fax: (619) 600-5144 Attorneys for Defendant/Cmss-Complainant VINCENT GREEN SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN DIEGO PROPER MEDIA LLC, a California limited liability company; CHRISTOPHER RICHMOND, and individual; and DREW SCHOENTRUP, an individual, Plaintiffs, v. VINCENT GREEN, an individual, Defendant. VINCENT GREEN, an individual, Cross-Complainant, v. PROPER MEDIA LLC, a California limited liability company; CHRISTOPHER RICHMOND, and individual; and DREW SCHOENTRUP, an individual, Cross-Defendants. Case No. VINCENT CROSS-COMPLAINT FOR: (1) INTENTIONAL MISREPRESENTATION (2) FALSE PROMISE (3) NEGLIGENT MISREPRESENTATION (4) BREACH OF CONTRACT (OPERATING AGREEMENT) (5) BREACH OF CONTRACT (ORAL AGREEMENT) (6) BREACH OF FIDUCIARY DUTY (7) WRONGFUL TERMINATION IN VIOLATION OF PUBLIC POLICY (8) RETALIATION IN VIOLATION OF LABOR CODE (H) (9) DECLARATORY RELIEF TRIAL VINCENT CROSS-COMPLAINT KYLE HARRIS LLP 450 STREET, SUITE 14-10 SAN DIEGO, CALIFORNIA 92101 NATURE OF THE ACTION 1. This is a case of greed run rampant in the management of internet advertising company Proper Media, LLC. 2. In June 2015, Vincent Green, a former United States Marine and veteran of an overseas deployment, helped establish Proper Media alongside Drew Schoentrup and Christopher Richmond. 3. Within months, Proper Media had entered an agreement to provide advertising, web development, and hosting services for the popular website Snopes.com. This agreement, along with agreements with numerous other clients that Green helped to bring in, was extremely lucrative for Proper Media. 4. But this was not enough for Schoentrup and Richmond. 5. In 2016, Schoentrup and Richmond orchestrated the purchase of a 50% interest in Bardav, Inc., the company that owned and operated the Snopes.com website. Schoentrup and Richmond relied on a highly leveraged loan to ?nance the purchase. The lender demanded that all of PrOper Media?s members sign personal guarantees for the multi-million dollar loan. Schoentrup promised Green that he, Richmond, and Proper Media would indemnify him in the event of a default, so Green signed the loan documents. 6. Although collectively Schoentrup and Richmond owned only a 40% interest in Bardav, they yearned for a controlling interest in the company. Apparently, Schoentrup attempted to unilaterally appoint himself a director of Bardav, even though no shareholder vote had ever elected him as a director. Schoentrup also sought to control various personnel and administrative decisions within Bardav and delayed approval for Green to take various actions requested by Bardav management. 7. Schoentrup and Richmond also hungered for ever more pro?ts. In mid-2016, Schoentrup and Richmond concocted a scheme whereby they would move to Puerto Rico and establish a Puerto Rican shell company through which to route their income from Proper Media to avoid paying state and federal income tax. VINCENT CROSS-COMPLAINT 2 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 Green voiced his concerns with the legality of this scheme, and continued voicing his concerns even when Schoentrup and Richmond made clear that he had become a gad?y they would not tolerate. Schoentrup and Richmond terminated Green on February 18, 2017. 9. Shortly thereafter, Bardav, tired of Proper Media?s poor service and high prices (and Schoentrup?s and Richmond?s tax avoidance scam), terminated its agreement with PrOper Media on March 9, 2017. 10. After ?ring Green from Proper Media, Schoentrup and Richmond reneged on their promise to indemnify Green in the event of a default on the Bardav interest ?nancing loan. Instead, Schoentrup and Richmond threatened Green with ?nancial ruin by insisting that he would be 100% liable for the entirety of the multi-million dollar loan in the event of a default. 11. Schoentrup and Richmond?s greed, hubris, and hunger for power knows no bounds. Schoentrup and Richmond squandered a golden opportunity with Bardav by seeking to leverage their minority interest in the company into a controlling interest, including by holding hostage Bardav?s money and proprietary software. They defrauded Green into agreeing to loan terms that were much more favorable to Schoentrup and Richmond than to Green and misled Green into taking on a disproportionate burden under the loan, by promising and then failing to indemnify him in the event of a default. Schoentrup and Richmond then ?red Green when he refused to remain quiet in the face of their risky and unethical business dealings, including by blowing the whistle on their fraudulent tax avoidance scheme. It is time for them to be held to account. THE PARTIES 12. Defendant and Cross-Complainant Vincent Green (?Green?) is a former of?cer and member of Proper Media, LLC. 13. Plaintiff and Cross~Defendant Drew Schoentrup (?Schoentrup?) is an individual who, on information and belief, currently resides in San Juan, Puerto Rico. Schoentrup is and/or was the President of Proper Media, LLC. Schoentrup is an attorney and a licensed member of the State Bar of California. VINCENT CROSS-COMPLAINT 3 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 Ur-thJN 14. Plaintiff and Cross?Defendant Christopher Richmond (?Richmond?) is an individual who, on information and belief, currently resides in San Juan, Puerto Rico. Richmond is and/or was the Chief Executive Of?cer of Proper Media, LLC. 15. Plaintiff and Cross-Defendant Proper Media, LLC (?Proper Media?) is a California limited liability company. Green is informed and believes that Preper Media is headquartered in San Diego. 16. Green sues Cross-Defendants DOES 1 through 10 under ?ctitious names. Their true names and capacities, whether individual, corporate, associate or otherwise, are unknown to Green at this time. When Green ascertains their true names and capacities, he will seek permission from this Court to amend this Cross-Complaint to insert the true names and capacities of each ?ctitiously named Cross?Defendant. Green is informed and believes that each of these ?ctitiously named Cross-Defendants is responsible in some manner for the occurrences alleged herein, and that these Cross-Defendants directly and proximately caused Plaintiff?s damages. 17. Green is informed and believes and thereon alleges that at all times mentioned in this Cross-Complaint, Cross-Defendants and each of them were the agents, servants, employees, and/or alter-egos of each of the other Cross-Defendants, and in doing the things alleged in this Cross-Complaint were acting within the scope of their authority as such agent, servant, employee, and/or alter-ego, and with the permission and consent of the other Cross?Defendants. JURISDICTION AND VENUE 18. This Court has jurisdiction over all causes of action asserted in this Cross- Complaint pursuant to the California Constitution, Article VI, Section 10 and California Code of Civil Procedure Section 410.10 by virtue of the fact that this is a civil action wherein the matter in controversy, exclusive of interest, exceeds $25,000, and because this case is a cause not given by statute to other trial courts. 19. Venue is proper in San Diego County under California Code of Civil Procedure Sections 395 and 395.5 because, on information and belief, Proper Media resides in San Diego County and because a substantial portion of the events giving rise to the causes of action asserted herein occurred in San Diego County, California. VINCENT CROSS-COMPLAINT 4 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 GENERAL ALLEGATIONS 20. Green met Schoentrup and Richmond in July 2014 through a mutual acquaintance. Shortly afterwards, Green began working for Schoentrup in connection with one of Schoentrup?s website businesses, TVTropes.org. 21. Schoentrup is an attorney who worked brie?y as an IP litigator at Fish Richardson. Schoentrup is admitted to practice in California and Washington. 22. When Green began working with Schoentrup, TVTropes.org was in the initial stages of implementing an advertising technology software called header bidding. TVTropes used an early form header bidding to sell advertising on the website. Richmond, Schoentrup, Dunn, Miller, and Green came up with the idea of building an independent client services business that would sell advertising inventory on behalf of third-party websites using header bidding so?ware. 23. Another individual working on the TVTropes.0rg website, Ryan Miller (?Miller?), had brought the open-source header bidding software, prebid.js, to the group. Miller proposed a name for this company: PrOper Media. 24. Several months later, in June 2015, Schoentrup and Richmond created Proper Media. The parties involved understood that the equity in PrOper Media would be split between Schoentrup, Richmond, Green, Miller, and another individual working on the project, Tyler Dunn The parties agreed to the following equity split for Proper Media: Member of Proper Media Percentage Interest in Proper Media Drew Schoentrup 40% Christopher Richmond 40% Vincent Green 6.66% Ryan Miller 6.66% Tyler Dunn 6.68% 25. Proper Media?s tax returns con?rm this equity split. However, the parties did not sign any operating agreement at that time. VINCENT CROSS-COMPLAINT 5 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 around August 2015, Proper Media entered a business relationship with Bardav, Inc. (?Bardav?). Bardav owns and operates the website Snopes.com, the preeminent fact?checking site on the web. Bardav and Preper Media signed a General Services Agreement on August 11, 2015. Proper Media agreed to provide certain advertising, web development, and hosting services to Bardav for the Snopes.com website. In exchange for these services, Proper Media would receive half of the revenue generated by Snopes.com in excess of a speci?ed amount. Attached as Ex. A is a copy of the GSA. 27. At this time, Green was responsible at PrOper Media for, among other things, handling payroll and staff onboarding and recruitment; managing the day-to-day affairs of the Proper Media of?ce; paying invoices for certain contracts; assisting with the development of Pr0per Media?s ad products; soliciting clients for Pr0per Media, contributing directly to the projects as a front-end developer; managing all the project management tool accounts; coordinating communication between Proper Media?s advertising team and development teams; acting as project manager for the Snopes.com account; assisting with business development for Snopes.com; acting as the administrator for all Snopes.com tools provided through Proper Media; acting as Proper Media?s point of contact for all Snopes.com staff, including David Mikkelson; and otherwise assisting with Snopes.com strategy and partnerships. 28. Schoentrup, Richmond, Green, Miller, and Dunn were interested in acquiring an interest in Bardav as early as summer 2015. In early 2016, Green learned that Schoentrup had begun clandestine discussions with Barbara Mikkelson (?Barbara?), David Mikkelson?s estranged wife and co?owner of Bardav, to acquire Barbara?s 50% interest in Bardav. When Green confronted Schoentrup about this, Schoentrup showed Green a draft purchase agreement that had Schoentrup and Richmond acquiring Barbara?s interest to the exclusion of the other minority shareholders in Proper Media, namely Green, Miller, and Dunn. The opportunity to purchase 50% of Bardav was an opportunity that came to Schoentrup and Richmond as a result of their work for Proper Media and was an opportunity that did not belong solely to Schoentrup and Richmond. Indeed, the opportunity would not have existed at all except for Green?s diligent VINCENT CROSS-COMPLAINT 6 KYLE HARRIS LLP 4-50 STREET, SUITE 1410 SAN DIEGO. CALIFORNIA 92101 work on the Snopes.com account. As such, Green insisted that all Proper Media members be given the opportunity to participate in any acquisition of Barbara?s 50% interest. 29. Accordingly, Schoentrup and Richmond agreed that all Proper Media members would be able to participate in the purchase of Barbara?s interest in Bardav. On May 17, 2016, Schoentrup sent an email to Richmond, Green, Miller, and Dunn, con?rming this arrangement: Rumor on the street is we might buy Barbara?s half of SnOpes. These are the tentative agreements in place between us and Barbara. The current allocation is Split along Proper equity lines, but is subject to change depending on the ?nancing of the initial payment. 30. Barbara, Schoentrup, Richmond, Green, Miller, and Dunn signed a Stock Purchase Agreement with Barbara on May 19, 2016, whereby the members of Proper Media would each acquire a portion of Barbara?s interest in Bardav. The members had until August 30, 2016 to obtain ?nancing for the purchase. To this end, Schoentrup, Richmond, Green, and Miller began seeking a source of funding for the acquisition. In early August 2016, Schoentrup discussed obtaining ?nancing from a certain lender, but that initial ?nancing fell through. The initial lender then referred Schoentrup to Diamond Creek Capital as another potential source of funding. 32. On August 19, 2016, Diamond Creek Capital sent a draft loan agreement to Schoentrup. Schoentrup forwarded the draft loan agreement to Richmond, Green, Miller, and Dunn. In this email, Schoentrup stated: Here is a draft of the loan agreement. I haven?t reviewed, and I am not sure how much we will actually end up taking. The biggest issue for the union Green, Miller, and Dunn] is that you are personally listed on the loan docs and joint and severally liable meaning should we default, Diamond Creek can seek payment in full from any one of us individually basically they will go where the money is. To mitigate any heartburn that this may cause, Chris and I will execute an indemnity agreement basically saying that should Diamond Creek come after anyone other than us, we will step in and assume that liability and the costs incurred. Attached as Ex. is copy of Schoentrup?s August 20, 2016 email. 33. Schoentrup?s email misrepresented and falsely stated that Schoentrup and Richmond would execute an indemnity agreement whereby Schoentrup and Richmond and/or VINCENT CROSS-COMPLAINT 7 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 Proper Media would ?step in and assume? any liability and costs incurred in the event of a default. 34. On or about August 29, 2016 Green signed the DCC Loan Agreement and a personal guarantee for the loan. In doing so, Green relied on Schoentrup?s misrepresentation regarding defense and indemnity against any liabilities or costs. 35. Green subsequently paid at least $35,000 to Proper Media regarding his Bardav interest. 36. Prior to execution of the Loan Agreement, DCC insisted that Proper Media have an Operating agreement. Schoentrup hastily revised an operating agreement that had been in the works for over a year. On or about August 29, 2016, Schoentrup presented the Operating Agreement to Green, Miller, and Dunn. Green was given the option of either signing the operating agreement under intense time pressure or being cut out of the Bardav acquisition. Green therefore executed the Proper Media Operating Agreement on August 29, 2016. Again, Green executed the Operating Agreement in reliance on Schoentrup?s promise to defend and indemnify Green against any liability or costs arising to Green from the DCC loan. Attached as Ex. is a copy of the Proper Media Operating Agreement. 37. The Operating Agreement contained terms in a Schedule governing the buyback of the membership interest of any member who dies, resigns, or withdraws from the company. 38. Schoentrup was an attorney and held himself out as General Counsel of Proper Media. When he made the representations identi?ed above, Schoentrup never informed Green that he was acting as Proper Media?s attorney and was not representing Green, and never informed Green in writing that he should seek independent legal counsel in connection with any of the transactions identi?ed herein. 39. Schoentrup?s promise that he and Richmond and/or Proper Media would indemnify Green in the event of any default was false because neither Schoentrup, nor Richmond, nor Proper Media executed any indemnity agreement in favor of Green, as Schoentrup promised they would do. VINCENT 8 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 the contrary, Schoentrup and Richmond recently used the threat of liability under the DCC Loan Agreement to try to bludgeon Green into submission. 41. In connection with negotiating the sale of his Proper Media membership interest back to the company, Green requested that the parties address his obligations under the DCC Loan Agreement. Green proposed that the parties agree to certain speci?ed payments to address Green?s portion of the loan amount. 42. In response, on April 24, 2017, Richmond sent Green a series of emails, stating: [W]e can?t sign anything for the debt as we are each liable for the entire debt amount. Considering the adverse effect you?ve caused to the company there is no way we will sign something saying you are responsible for a portion of the debt. You are responsible for 100% of the debt. 43. After Green responded that he understood that he had signed a personal guarantee with respect to the DCC Loan and was simply trying to address his portion of the loan, Richmond responded: You didn?t just sign a personal guarantee. The loan documents say we are each reSponsible for the entire debt amount, not just a portion based on equity lines. And I?m afraid your actions already open us up to being in default of the loan. We will be in touch once we ?gure out what to do. 44. Additionally, in mid-2016, Schoentrup and Richmond began to implement a tax avoidance scam involving Schoentrup and Richmond relocating to Puerto Rico in order to take advantage of Puerto Rico?s Promotion of Export Services Act (?Act 20?) and/or Puerto Rico?s Act to Promote the Relocation of Individual Investors to Puerto Rico (?Act 45. Schoentrup moved to Puerto Rico on or about July 1, 2016. Richmond moved to Puerto Rico on or about January 1, 2017. 46. One of the requirements for individuals residing in Puerto Rico to avoid US. federal income tax (and thereby receive the minimal or zero income tax bene?ts of the Puerto Rico Act 20 and/or Act 22) is that the taxpayer cannot receive any income ?om a U.S. company. VINCENT 9 KYLE HARRIS LLP 450 STREET, SUITE 14-10 SAN DIEGO, CALIFORNIA 92101 Therefore, in order to reap the tax bene?ts of Act 20 and/or Act 22, Schoentrup and Richmond could not receive any salary or distributions from PrOper Media. 47. Schoentrup resigned his employment with Proper Media on or about July 1, 2016. Richmond resigned his employment from Proper Media on or about January 1, 2017. 48. In order for Schoentrup and Richmond to continue receiving money from Proper Media, they concocted a scheme whereby they created PubLife, a Puerto Rico limited liability company, and said that Proper Media would sign a ?consulting? agreement with PubLife. Instead of making distributions to members, Proper Media would pay a ?consulting fee? to PubLife and would compensate its other members (Green, Miller, and Dunn) with year-end ?bonuses? in lieu of membership distributions. According to Schoentrup and Richmond, the amount of each of the PubLife ?consulting fee? and the year-end bonuses to Green, Miller, and Dunn would be commensurate with each member?s percentage ownership in Proper Media. Being paid in ?bonuses? instead of distributions would create negative tax consequences for Green. 49. Green is informed and believed that, using the above scheme, Schoentrup and Richmond intended not to pay any federal income tax on the money they received from Proper Media through PubLife. 50. 26 United States Code section 7201 provides: Any person who willfully attempts in any manner to evade or defeat any tax imposed by this title or the payment thereof shall, in addition to other penalties provided by law, be guilty of a felony and, upon conviction thereof, shall be ?ned not more than $100,000 ($500,000 in the case of a corporation), or imprisoned not more than 5 years, or both, together with the costs of prosecution 51. Green had serious concerns with the legality of Schoentrup and Richmond?s tax avoidance scheme. In particular, Green was concerned that Schoentrup and Richmond?s PubLife scheme crossed the line into illegal conduct. Green was particularly concerned about the impact of such potential tax law violations on Proper Media. Green voiced his concerns with Schoentrup?s and Richmond?s PubLife scheme as early as June 2016 during a series of meetings with Schoentrup and Richmond. VINCENT 10 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 52. Schoentrup and Richmond also revealed that PubLife intended to search for and potentially acquire websites. The opportunity of website acquisition was speci?cally within the scope of Proper Media?s business and to the extent that PubLife acquired any such websites, Schoentrup and Richmond would be taking a corporate opportunity of Proper Media. Green told Schoentrup and Richmond that he objected to PubLife acquiring any such websites or otherwise taking any of Proper Media?s corporate opportunities. 53. Schoentrup?s and Richmond?s relocation to Puerto Rico had other deleterious effects on Proper Media. Schoentrup and Richmond appeared to stop working on Pr0per Media?s day-to-day affairs and were generally unreachable for large periods of time. On numerous occasions, Green found himself having to explain to other Proper Media employees why Richmond or Schoentrup were unavailable to assist with projects they had formerly worked on at Proper Media. Green voiced these concerns to Schoentrup as well. 54. When Richmond left for Puerto Rico in January 2017, Green once again voiced his concerns regarding Schoentrup and Richmond?s tax avoidance scheme including the potential legal implications, especially for Proper Media. Green also made it known to Schoentrup and Richmond that their absence from PrOper Media?s offices was having a negative impact on the company?s operations. 55. In mid-February 2017, Schoentrup and Richmond were in the United States. On February 18, 2017, Schoentrup and Richmond called a meeting with Green. During this meeting, Schoentrup and Richmond told Green that they felt that Green did not respect them, that Green did not work well with Richmond, and that the personality con?ict between Richmond and Green had made it impossible for Green to continue working for Proper Media. Schoentrup and Richmond further told Green that he should leave Proper Media, clear out his office, and not return to work. 56. Immediately after the February 18, 2017 meeting, Richmond sent Green a message stating: VINCENT CROSS-COMPLAINT 1 1 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 will work out some proposals for the buy out and get back to you. No need to come to the of?ce. You can start passing over any projects, accounts, logins, etc to us. And of course you will still be getting your salary this month while we make the transition. 57. Green is informed and believes that Schoentrup and Richmond terminated Green from Proper Media because Green opposed Schoentrup?s and Richmond?s tax avoidance scheme and voiced his concern to his supervisors (Schoentrup and Richmond) that the scheme could be illegal. 58. The Proper Media Operating Agreement provides as follows with respect to termination of members: The Company?s Members shall each have voting power equal to their share of Membership Interest in the Company. However, in the case of terminating a Member?s employment with the Company, at least one Member in addition to Christopher Richmond and Drew Schoentrup must vote in favor of termination. 59. On information and belief, no member aside from Schoentrup and Richmond voted in favor of terminating Green. 60. The Operating Agreement further provides: 1. Loyalty and Care. Except to the extent otherwise provided herein, each Member shall have a ?duciary duty of loyalty and care similar to that of members of limited liability companies organized under the laws of California. 2. Competition with the Company. The Members shall refrain from dealing with the Company in the conduct of the Company's business as or on behalf of a party having an interest adverse to the Company unless a majority of the Members excluding the interested Member, consents thereto. The Members shall refrain from competing with the Company in the conduct of the Company's business unless a majority of the Members excluding the interested Member, consents thereto. In the event that a Member is the sole Member of the Company, no vote shall be required. 3. Duties Only to the Company. The Member's ?duciary duties of loyalty and care are to the Company and not to the other Members. The Members shall owe ?duciary duties of disclosure, good faith and fair dealing to the Company and to the other Members. A Member who so performs their duties shall not have any liability due to being or having been a Member. 1. Loyalty and Care. Except to the extent otherwise provided herein, each Of?cer shall have a ?duciary duty of loyalty and care similar to that of of?cers of limited liability companies organized under the laws of California. VINCENT CROSS-COMPLAINT 12 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO. CALIFORNIA 92101 Competition with the Company. The Of?cers shall refrain ?om dealing with the Company in the conduct of the Company?s business as or on behalf of a party having an interest adverse to the Company unless a majority of the Members, excluding the interested Of?cer if that Of?cer is a Member, consents thereto. The Of?cers shall refrain from competing with the Company in the conduct of the Company's business unless a majority of the Members, excluding the interested Of?cer if that Of?cer is a Member, consents thereto. In the event that the interested Of?cer is the sole Member, no vote shall be required. 3. Duties Only to the Company. The Of?cers? ?duciary duties of loyalty and care are to the Company and not to the Members or other Of?cers. The Of?cers shall owe ?duciary duties of disclosure, good faith and fair dealing to the Company and to the Members, but shall owe no such duties to Of?cers unless the Of?cer is a Member. An Of?cer who so performs their duties shall not have any liability due to being or having been an Of?cer. 61. On March 9, 2017, Bardav sent a notice of termination of the General Services Agreement to Proper Media. On information and belief, Bardav terminated the GSA in part because of the Puerto Rico tax avoidance scheme Richmond and Schoentrup had cooked-up without Bardav?s knowledge or consent. 62. Also on March 9, 2017, Schoentrup sent Green a message stating that Schoentrup wanted to move forward quickly with the buyout of Green?s Proper Media interest. 63. Between March 17, 2017 and April 3, 2017, Schoentrup and Richmond negotiated with Green the terms of his Proper Media buyout. Among the terms that Schoentrup and Richmond demanded was that Green sign a voting proxy for his Bardav interest that would give Schoentrup and Richmond the power to vote Green?s 3.33% interest in Bardav. Schoentrup and Richmond also proposed a buyout price that was far less than what Green was entitled to under the buyout provision of the Operating Agreement. 64. On April 3, 2017, Green sent an email to Richmond stating that he could not accept the additional terms that Schoentrup and Richmond were attempting to impose upon the buyback of his membership interest and that he would therefore insist upon the buyback occurring according to the terms set forth in the Operating Agreement Schedule B. 65. On May 2, 2017 at 9:41 Schoentrup sent Green an email stating: PLAINANT VINCENT GREEN ?5 CROSS-COMPLAINT 13 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 you may lmow, we have some signi?cant disputes with you regarding you breaching your duties to Proper Media and its other members as a result of working for Bardav and interfering with Proper Media?s contract with Bardav. For this reason, we would like to have a mediation session on the phone today at either 3:00 pm. or 5:00 pm. PST. The conference call-in information is: 719- 394-0492 PIN 68101. 66. Green responded to this email on May 2, 2017 at 9:58 am, stating in relevant part: I?ll get back to you on this after I speak with my lawyer regarding my obligations to participate. 67. The Proper Media Operating Agreement states with respect to mediation: All Members agree to enter into mediation before ?ling suit against any other Member or the Company for any dispute arising from this Agreement or Company. Members agree to attend one session of mediation before ?ling suit. If any Member does not attend mediation, or the dispute is not settled after one session of mediation, the Members are free to ?le suit. Any law suits will be under the jurisdiction of the state of California. 68. Schoentrup, Richmond, and Proper Media did not wait for Green to consult counsel and respond to Schoentrup?s mediation request. The parties held no mediation session. Instead, Schoentrup, Richmond, and Proper Media ?led a complaint against Green three days later, on May 5, 2017. 69. Schoentrup and Richmond now have total control over the business of Proper Media. Using that control, they are now holding Bardav hostage by (1) re?lsing to allow Proper Media to pay Bardav?s share of revenue it generated through advertising on Snopes.com, where all such revenues are paid to Proper Media and where Proper Media should distribute Bardav?s share of those revenues in accordance with the and (2) wrongfully withholding Bardav?s intellectual property, including their secret and copyrighted source code that would allow Bardav to extricate itself from its relationship with PrOper Media, Richmond, and Schoentrup. Such conduct has had a negative impact on the value of Green?s ownership interest in Bardav. VINCENT CROSS-COMPLAINT 1 4 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 FIRST CAUSE OF ACTION INTENTIONAL MISREPRESENTATION (Against Schoentrup) 70. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 71. Schoentrup represented to Green on August 19, 2016 that mitigate any heartburn that this may cause, Chris and I will execute an indemnity agreement basically saying that should Diamond Creek come after anyone other than us, we will step in and assume that liability and the costs incurred.? 72. Schoentrup?s representation was false, including but not limited to because neither Schoentrup nor Richmond signed any indemni?cation agreement in favor of Green with respect to the DCC loan and because Schoentrup and Richmond have af?rmatively threatened Green with the possibility that DCC may come after him for 100% of the multi?million dollar loan amount. 73. Schoentrup knew that the representation was false when he made it, or he made the representation recklessly and without regard for its truth. Green is informed and believes that Schoentrup never intended to sign any indemni?cation agreement and never intended that he or Richmond would indemnify Green in the event that DCC came after Green for the loan. 74. Schoentrup intended that Green rely on the representation and, on information and belief, Schoentrup made the representation speci?cally in order to entice Green to sign the DCC Loan Agreement and the personal guarantee. 75. Green reasonably relied on Schoentrup?s false statement, including by signing the DCC Loan Agreement and the personal guarantee. 76. Green was harmed as a result of Schoentrup?s fraud, including without limitation by being exposed to liability in the event of a default on the DCC loan and by impairing the value of Green?s ownership interest in Bardav. Green?s reliance on Schoentrup?s representation was a substantial factor in causing his harm. VINCENT CROSS-COM PLAINT 15 KYLE HARRIS LLP 4-50 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 SECOND CAUSE OF ACTION FALSE PROMISE (Against Schoentrup) 77. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 78. Schoentrup promised to Green on August 19, 2016 that mitigate any heartburn that this may cause, Chris and I will execute an indemnity agreement basically saying that should Diamond Creek come after anyone other than us, we will step in and assume that liability and the costs incurred.? 79. Schoentrup?s representation was important to the transaction, including because DCC was demanding personal guarantees that would obligate each of the borrowers, including Green, to personally guarantee repayment of the entirety of the multi-million dollar loan. 80. Schoentrup did not intend to perform this promise when he made it. Green is informed and believes that Schoentrup never intended to sign any indemni?cation agreement and never intended that he or Richmond would indemnify Green in the event that DCC came after Green for the loan. 81. Schoentrup intended that Green rely on the promise and, on information and belief, Schoentrup made the promise speci?cally in order to entice Green to sign the DCC Loan Agreement and the personal guarantee. 82. Green reasonably relied on Schoentrup?s false statement, including by signing the DCC Loan Agreement and the personal guarantee. 83. Schoentrup did not perform the promised act. Neither Schoentrup nor Richmond ever signed any indemni?cation agreement in favor of Green with respect to the DCC loan. 84. Green was harmed as a result of Schoentrup?s ?aud, including without limitation by being exposed to liability in the event of a default on the DCC loan and by impairing the value of Green?s ownership interest in Bardav. Green?s reliance on Schoentrup?s representation was a substantial factor in causing his harm. VINCENT CROSS-COMPLAINT 16 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 THIRD CAUSE OF ACTION NEGLIGENT MISREPRESENTATION (Against Schoentrup) 85. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 86. Schoentrup represented to Green on August 19, 2016 that mitigate any heartburn that this may cause, Chris and I will execute an indemnity agreement basically saying that should Diamond Creek come after anyone other than us, we will step in and assume that liability and the costs incurred.? 87. Schoentrup?s representation was false, including but not limited to because neither Schoentrup nor Richmond signed any indemni?cation agreement in favor of Green with respect to the DCC loan and because Schoentrup and Richmond have af?rmatively threatened Green with the possibility that DCC may come after him for 100% of the multi-million dollar loan amount. 88. Schoentrup had no reasonable grounds for believing the representation was true when he made it. 89. Schoentrup intended that Green rely on the representation and, on information and belief, Schoentrup made the representation speci?cally in order to entice Green to sign the DCC Loan Agreement and the personal guarantee. 90. Green reasonably relied on Schoentrup?s false statement, including by signing the DCC Loan Agreement and the personal guarantee. 91. Green was harmed as a result of Schoentrup?s misrepresentation, including without limitation by being exposed to liability in the event of a default on the DCC loan and by impairing the value of Green?s ownership interest in Bardav. Green?s reliance on Schoentrup?s representation was a substantial factor in causing his harm. VINCENT CROSS-COMPLAINT 1 7 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 FOURTH CAUSE OF ACTION BREACH OF CONTRACT (OPERATING AGREEMENT) (Against Schoentrup and Richmond) 92. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 93. Green, Schoentrup, and Richmond were parties to the Operating Agreement. 94. In the Operating Agreement, Schoentrup and Richmond promised, among other things, to ?enter into mediation before ?ling suit against any other Member or the Company for any dispute arising from this Agreement or Company? and to ?attend one session of mediation before ?ling suit.? 95. The Operating Agreement further provided that ?in the case of terminating a Member?s employment with the Company, at least one Member in addition to Christopher Richmond and Drew Schoentrup must vote in favor of termination.? 96. Green has at all times performed the obligations required of him by the Operating Agreement other than those he was prevented from performing by Schoentrup or Richmond, or those he was excused from performing as a result of Schoentrup?s and Richmond?s breaches of the Operating Agreement. 97. By virtue of the acts and omissions alleged herein, Schoentrup and Richmond breached the Operating Agreement by failing to conduct mediation with Green prior to ?ling their Complaint and by terminating Green without the required vote of another member of Proper Media besides Schoentrup and Richmond. 98. As a direct, foreseeable, and proximate result of Schoentrup?s and Richmond?s breach of the Operating Agreement, Green has suffered harm, including but not limited to attorney?s fees incurred responding to and otherwise defending against Schoentrup?s and Richmond?s Complaint, in an amount to be proven at trial. VINCENT CROSS-COMPLAINT 1 8 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 FIFTH CAUSE OF ACTION BREACH OF CONTRACT (INDEMNIFICATION) (Against Schoentrup and Richmond) 99. Green incorporates by reference as though ?illy set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 100. On August 19, 2016, Schoentrup and Richmond offered to execute an indemnity agreement providing that Schoentrup and Richmond and/or Proper Media would ?step in and assume that liability and the costs incurred? in the event that DCC attempted to impose on Green any liability for the loan. 101. Green accepted this offer, including by executing the DCC Loan Agreement and the personal guarantee of the multi-million dollar DCC loan. 102. Green has at all times performed the obligations required of him by the agreement other than those he was prevented from performing by Schoentrup and Richmond, or those he was excused from performing as a result of Schoentrup?s and Richmond?s breaches of the agreement. 103. By virtue of the acts and omissions alleged herein, Schoentrup and Richmond breached the agreement by failing to execute the indemni?cation agreement that they promised to execute. 104. As a direct, foreseeable, and proximate result of Schoentrup?s and Richmond?s breach of the agreement, Green has been injured in an amount to be proven at trial. SIXTH CAUSE OF ACTION BREACH OF FIDUCIARY DUTY (PROPER MEDIA) (By Green Against Schoentrup and Richmond) 105. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross Complaint. 106. At all relevant times, Green owned a 6.66% membership interest in Proper Media. 107. At all relevant times, Schoentrup and Richmond each owned a 40% membership interest in Proper Media. VINCENT CROSS-COMPLAINT 19 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 wow 108. As members of Proper Media, Schoentrup and Richmond owed Green ?duciary duties as set forth herein. 109. Schoentrup and Richmond breached their ?duciary duties to Green by concocting and implementing a scheme whereby Schoentrup and Richmond would route their share of Pr0per Media?s pro?ts through a Puerto Rican shell company and thereby attempt to avoid paying state and federal income tax, while at the same time paying Green?s share of the pro?ts as a ?bonus,? which would have a negative tax impact on Green as compared to receiving a distribution. Schoentrup and Richmond also breached their ?duciary duties to Green by refusing to allow Proper Media to pay Bardav?s share of revenue it generated through advertising on Snopescom and refusing to turn over Bardav?s source code and other proprietary materials, thereby impairing the value of Green?s interest in Bardav. 1 10. As a direct and proximate result of Schoentrup?s and Richmond?s wrongful conduct, Green has suffered damages in an amount to be proven at trial, including but not limited to the loss of income as a minority shareholder resulting from receiving a ?bonus? instead of a distribution and the impairment of Green?s Bardav interest from Proper Media withholding revenue and resources it should have disbursed or returned to Bardav. SEVENTH CAUSE OF ACTION WRONGF UL TERMINATION IN VIOLATION OF PUBLIC POLICY (Against Proper Media, Schoentrup, and Richmond) 1 1 1. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 112. Green was an employee of Proper Media. 113. Green is informed and believes that Proper Media wrong?illy terminated him as part of a scheme by Schoentrup and Richmond to avoid paying state and federal income tax, in violation of well-settled California public policy, including but not limited to the policy against tax evasion set forth in California Revenue and Taxation Code Section 19701, et seq., and 26 U.S.C. 7201. VINCENT CROSS-COM PLAINT 20 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 114. Green is informed and believes that his opposition to Schoentrup?s and Richmond?s tax avoidance scheme was a contributory factor in Proper Media?s decision to terminate Green. 115. As a direct, foreseeable, and proximate result of PrOper Media?s illegal and retaliatory termination of Green, Green has sustained and continues to sustain substantial losses in earnings, employment bene?ts, employment opportunities, and Green has suffered other economic losses in an amount to be determined at time of trial. Green has sought to mitigate these damages. 116. As a further direct, foreseeable, and proximate result of Proper Media?s conduct, Green has suffered and continues to suffer humiliation, emotional distress, loss of reputation, and mental and physical pain and anguish, all to his damage in a sum to be established according to proof. 117. As a result of Proper Media?s deliberate, outrageous, and despicable conduct, Green is entitled to recover punitive and exemplary damages in an amount commensurate with Proper Media?s wrongful acts and suf?cient to punish and deter future similar reprehensible conduct 118. In addition to such other damages as may properly recovered herein, Green is entitled to recover prevailing party attorneys? fees. EIGHTH CAUSE OF ACTION RETALIATION (Against Proper Media, Schoentrup, and Richmond) 119. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross-Complaint. 120. Green was an employee of Proper Media. 121. Green is informed and believes that Proper Media terminated Green in retaliation for his opposition to and questioning of Schoentrup?s and Richmond?s tax avoidance scheme, which Green reasonably believed violated various laws, including but not limited to 26 U.S.C. 7201. VINCENT CROSS-COMPLAINT 21 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 122. Green is informed and believes that his opposition to Schoentrup?s and Richmond?s tax avoidance scheme was a contributory factor in Proper Media?s decision to terminate Green. 123. As a direct, foreseeable, and proximate result of Proper Media?s illegal and retaliatory termination of Green, Green has sustained and continues to sustain substantial losses in earnings, employment bene?ts, employment opportunities, and Green has suffered other economic losses in an amount to be determined at time of trial. Green has sought to mitigate these damages. 124. As a further direct, foreseeable, and proximate result of Proper Media?s conduct, Green has suffered and continues to suffer humiliation, emotional distress, loss of reputation, and mental and physical pain and anguish, all to his damage in a sum to be established according to proof. 125. As a result of Proper Media?s deliberate, outrageous, and despicable conduct, Green is entitled to recover punitive and exemplary damages in an amount commensurate with Proper Media?s wrongful acts and suf?cient to punish and deter future similar reprehensible conduct. 126. In addition to such other damages as may properly recovered herein, Green is entitled to recover prevailing party attorneys? fees. NINTH CAUSE OF ACTION DECLARATORY RELIEF (Against Preper Media, Schoentrup, and Richmond) 127. Green incorporates by reference as though fully set forth herein the allegations in each of the foregoing Paragraphs of the Cross?Complaint. 128. A dispute has arisen between the parties regarding Green?s ownership of his 3.33% interest in Bardav. 129. Green desires a judicial determination of the parties3 rights with respect to this dispute, and in particular that Green is the owner of all right, title, and interest in the 3.33% interest in Bardav that he acquired pursuant to the July 1, 2016 Stock Purchase Agreement. VINCENT CROSS-COMPLAINT 22 KYLE HARRIS LLP 450 STREET, SUITE 1410 SAN DIEGO, CALIFORNIA 92101 PRAYER FOR RELIEF A. For compensatory damages according to proof; B. For punitive damages; C. For a declaration that Green is the owner of all right, title, and interest in the 3.33% interest in Bardav that he acquired pursuant to the July 1, 2016 Stock Purchase Agreement; D. For interest according to California law; E. For attorneys? fees and costs of suit; and F. For such other and ?nther relief as this Court deems just and pr0per. Dated: July 14, 2017 KYLE HARRIS LLP John .Ker Pau atcher Attorneys for Defendant and Cross-Complainant VINCENT GREEN VINCENT CROSS-COM PLAINT 23 EXHIBIT A PROPER GENERAL SERVICES AGREEMENT Publisher: Bardav, Inc., (Snopes) Jurisdiction of Organization: URL of Publisher: Address: City: State: Country: Zip: Phone: Contact Person: David Mikkelson Phone: E-mail: Agent: Proper Media, LLC Jurisdiction of Organization: California Address: 4155 Mission Blvd. City: State: San Diego CA Country: USA Zip: 92109 Phone: (509) 995-5654 Contact Person: Drew Schoentrup Phone: (509) 995-5654 E-mail: drew@proper.io agree as follows: WHEREAS, The Publisher is the owner and/or operator of Snopes.com (the ?Website?); and WHEREAS, The Publisher wishes to retain the Agent to provide content and website development services as well as advertising sales and trafficking, as set forth in this Agreement (the ?Agreement?). NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agent and the Publisher (each a ?Party? and, collectively, the ?Parties"), intending to be legally bound, do hereby Effective Date: ?Term" means the period commencing upon the effective date and ending August 11, 2015 upon the termination of this agreement in accordance with Section 7. CONFIDENTIAL PROPER In consideration of the terms and conditions set forth herein, the Parties hereby agree as follows: 1. Website Content 1.1. Staff: At Publisher?s discretion, Agent shall recruit, train and manage a staff of writers, researchers, and editors (collectively the ?Staff?), all of whom shall be employees or independent contractors of Agent, not of Publisher, for the purpose of generating high quality, relevant articles (?Content?) and publishing such Content to the Website. It is anticipated that the Content will include news related to current events as well as research and fact checks related to rumors and both viral and historical. 1.2. Editorial Guidelines: Publisher and Agent shall work together to establish editorial guidelines for the Content. Agent will be responsible to enforce these guidelines through the Content Management System described in Section 2.1 and management of the Staff. 1.3. Disputes: In the event a dispute arises between Publisher and Agent regarding the Staff, Content or Editorial Guidelines, Publisher will retain sole discretion on how to resolve such a dispute. 2. Infrastructure 2.1. Content Management: Agent shall extend Publisher?s existing WordPress Content Management System, incorporating plugins and tools as necessary, to support and enhance the Staff?s ability to develop and publish Content. 2.2. Design: The Website's current design spans a number of page templates and themes. Agent shall design a mobile?first responsive, unified theme and redevelop the various templates to conform to this theme. Publisher will retain control over the final theme and templates to be used on the live version of the Website. 2.3. Servers: Agent shall consolidate Publisher?s existing server configuration to use load-balanced Linux servers paired with a database server and a content delivery network. It is envisioned that the consolidation will increase the speed, redundancy, and efficiency of the Website, while at the same time lowering the corresponding server related expenses. Further, Agent shall be responsible to maintain the servers described herein and to make all reasonable efforts to maximize up-time, speed and efficiency for the Website. 2.4. Domains: The Website currently spans multiple domains, including snopes.com, m.snopes.com and new.snopes.com. Utilizing practices that will preserve existing Search Engine Optimization and link structures, Agent shall merge all domains associated with the Website to snopes.com. Additionally, Agent shall migrate hard-coded content currently associated with these domains to the Content Management System described in Section 2.1. 3. Advertisements 3.1. Representation: Agent shall represent Publisher with respect to the placement of advertisements on the Publisher's Website, including without limitation, banner and video advertisements, ?native? and in- content ads, the solicitation of Website advertising purchases directly from Advertisers (including Exchanges, Agencies, Demand Side Partners, Brands, etc.) for placement on the Website, and the reporting of the results therefrom to Advertisers and the Publisher. In connection with the foregoing, Agent shall provide trafficking and reporting to Publisher. 3.2 Online Tracking System: Agent shall maintain an online tracking system, which, among other things, identifies the revenue earned, impressions served, and average CPM on a daily basis. Agent shall use its best efforts to ensure that the information in its online tracking system is accurate. 3.3 License Grant: Publisher hereby grants Agent the primary exclusive right to sell and market all advertisements on the Website during the term of this agreement. Publisher maintains the right to refuse to run any ad type or placement. 3.4. Placement and Management: Agent shall place and manage all advertisements through its ad-server and will be responsible for all aspects of ensuring advertisements are served properly, on time, and appropriately targeted. CONFIDENTIAL PROPER 3.5. Agent Commission Rate: The Agent shall pay to Publisher all amounts invoiced or to be invoiced by the Agent to advertisers for advertising placed on the Website up to $85,000 per month (the ?Baseline?) and fifty (50) percent of all amounts above the Baseline, calculated on a basis (?Net Revenue"). 3.6. ComScore Assignment: Publisher shall sign the Traffic Assignment Request for ComScore Inc. Reporting which is attached hereto as Exhibit 3.7. Other than the commissions in this Section, and the expense reimbursements in Section 5, Agent shall not be entitled to any fixed compensation for its services. 4. Billing 8: Payment 4.1. Agent's Obligations: Agent shall invoice and collect all advertising revenue from Advertisers for content sold by Agent for placement on the Website. 4.2. Collections: Agent will use commercially reasonable efforts to collect any monies owed to Agent by Advertisers. 4.3. Payment to Publisher: Regardless of whether the Agent has been paid by all Advertisers, the Agent shall pay Publisher the Net Revenue for each month no later than forty?five (45) days from the end of the month for which advertising was run on the Website provided that that the 45th day falls on a weekday and, if it falls on a weekend, the next business day. Publisher is responsible for all sales taxes, use taxes and any other similar taxes imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon Agent's net income. 4.4. Revenue Derived by Fraud: Agent shall not be liable for any payment based on any fraudulent impressions generated by any person, bot, automated program or similar device or for fraudulent clicks similarly generated on any ad, as reasonably determined by Agent; ads delivered to end users whose browsers have the ads disabled; or impressions co-mingled with a significant number of fraudulent impressions or fraudulent clicks described in above, or as a result of other breach of this Agreement by Publisher for any applicable pay period. Agent reserves the right to withhold in the event of any breach of this Agreement. 5. Additional Expenses Publisher's Expenses: 5.1. Staff: Expenses paid directly to the Staff described in Section 1.1. Agent shall be responsible for making such payments to the Staff and deducting this amount from the Net Revenue. 5.2. Infrastructure: A $2,500 fee for the Infrastructure described in Section 2. 5.3. Budget: Agent shall provide to Publisher a budget of all expenses for Publisher?s prior approval and shall not exceed this budget by more than 10% without express written approval of Publisher. Agent's Expenses: 5.4 Agent shall be responsible to pay for all expenses incurred from the Infrastructure described in Section 2 in excess of Publisher's fee set forth in Section 5.2, including expenses for Servers and expenses incurred as a result of hiring third-party independent contractors for website related development. 6. Marketing/Public Relations 6.1. Agent may refer to the Publisher and the Website in Agent?s corporate web site, press releases and marketing collateral. CONFIDENTIAL PROPER 7. Term Renewal 7.1. Term: This Agreement shall remain in effect for a period of one (1) year from the date hereof (the "Initial Term"). Either party may terminate this Agreement by providing the other party with sixty (60) days written notice, with or without cause, prior to the expiration of the Initial Term. Unless previously terminated by notice as provided above, at the end of the Initial Term this Agreement shall renew for additional one (1) month terms (each a ?Renewal Term") unless and until either party provides the other party with written notice of termination, with or without cause, at least sixty (60) days prior to renewal. 7.2. Termination by Publisher: Publisher may terminate this Agreement by written notice to Agent if any of the follow events occur: Agent fails to pay any amount due to Publisher within ten (10) days after Publisher gives Agent written notice of such nonpayment; or (ii) Agent is in material breach of any term, condition, or provision of this Agreement and such breach is not cured within ten (10) days after Publisher gives Agent notice of such breach. 7.3. Termination by Agent: Agent may terminate this Agreement by written notice to Publisher if any of the follow events occur: Publisher is in material breach of any term, condition, or provision of this Agreement and such breach is not cured within ten (10) days after Agent gives Publisher notice of such breach. 8. Right of First Refusal 8.1. Agent is hereby granted a right of first refusal to purchase all or a portion of the Website for the same price and on the same terms and conditions as Publisher is prepared to accept from a third party buyer at any time during the during the Initial Term or a Renewal Term of this Agreement. Publisher shall notify Agent of the receipt of an offer to purchase the Website that Publisher is prepared to accept, prior to accepting the same, and Agent shall have thirty (30) days after receipt thereof to notify Publisher that Agent elects to exercise its right of first refusal and purchase the Website on such terms and conditions. 9. Representations, Warranties and Covenants 9.1. The Publisher hereby represents, warrants and covenants that: all of the information provided by Publisher to enter into this Agreement is correct and current; (ii) Publisher is the owner of the Website or legally authorized to act on behalf of the owner of such Website for the purposes of this Agreement; use of the Website by Agent or any of Agent's Advertisers will not infringe upon any third party intellectual property rights, including, without limitation, United States or foreign trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third-party right; (iv) the Website does not and will not contain any content which violates any applicable law or regulation, and Publisher has all necessary rights and authority to enter into this Agreement and place advertising, and authorize the placement of advertising on the Website. 10. Indemnification 10.1. Each Party and its successors and assigns shall indemnify, defend, and hold harmless the other Party, its affiliated companies, and their successors and assigns from and against any and all: demands, judgments, losses, costs, expenses (including, but not limited to, the cost of obtaining an opinion of counsel in response to a notice of potential infringement of the rights of any other person or organization), obligations, liabilities, damages, fines, recoveries and deficiencies, including without limitation interest, penalties, reasonable attorneys? fees and costs (collectively, ?Losses") in connection with a claim, action, suit or proceeding made, brought or commenced by a third party other than an affiliated company of the indemnified Party (each, a ?Claim?), that any such party may incur or suffer, which arise, result from, or relate to the breach by the indemnifying Party of any of its representations, warranties or covenants set forth in this Agreement. CONFIDENTIAL PROPER 11. Liability 11.1. No Liability. AGENT IS NOT AND SHALL NOT BE LIABLE FOR THE CONTENT OF THE ADVERTISING SUPPLIED BY ADVERTISERS. AGENT MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. 12. General 12.1. Waiver: Failure by either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modi?cation of any provision of this Agreement shall be effective only if in writing and signed by the Parties. Failure by either Party to enforce any provision of this Agreement shall be effective only if in writing and signed by both Parties. 12.2. Severability: If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforced unless the severance of the unenforceable provision renders the agreement commercially unreasonable for either party. 12.3. Binding Effect: This agreement inures to the benefit of and is binding upon the parties, their respective successors in interest and their assigns by way of merger, sale, acquisition, transfer of substantially all of the transferring party?s assets, stock or business, including the Website. 12.4. Choice of Law: This Agreement is governed by the laws of the State of California. 12.5. Entire Agreement: This is the entire agreement of the parties relating to this subject and it supersedes all other commitments, negotiations and understandings. CONFIDENTIAL PROPER Bardav, Inc. Print Name and Title: Date: By: Proper Media, LLC: Print Name and Title: Date: Sol/Jamil? mew 20/: CONFIDENTIAL PROPER Exhibit A Traffic Assignment Request for comScore, Inc., Reporting I, David Mikkelson, Owner of Bardav, Inc. (?Bardav?), certify that Bardav is the majority owner of and enjoys a legitimate business relationship with Proper Media, LLC, justifying the aggregation of this traffic, and requests assignment of the traffic to these URLs from Bardav to Proper Media, LLC in the comScore Inc. syndicated audience measurement reports. In requesting this assignment, I understand that Bardav will not receive credit for traffic to these URLs in the syndicated audience reports for those entities where Proper Media, LLC elects to include these URLs. These URLs may not be assigned to any other company during the term of the Agreement between Bardav and Proper Media, LLC. In the event that comScore Inc. receives multiple requests for assignment of the same URL, comScore Inc. will review and honor the request most recently received. I understand that this request is subject to review by comScore Inc. to determine that the assignment of traffic is consistent with comScore Inc. reporting rules. comScore Inc. retains the right in its sole discretion to refuse the requested assignment if such assignment would in fact be inconsistent with comScore Inc. reporting rules. If necessary, comScore Inc. may require additional documentation to verify ownership of the URLs before granting this request. For example, if Bardav is not the named registrant of the URLs listed below, Bardav must provide documentation demonstrating that the registrant of those URLs is (1) owned or (2) employed by Bardav. I understand that acceptance of this letter by comScore Inc. imposes no legal liability whatsoever on comScore Inc. for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the attached URLs. I understand that Bardav is fully responsible for timely notification to comScore Inc. of any updates to the list below, including, but not limited to, changes in ownership of any of those URLs. URLs Signature Name Title Company Date CONFIDENTIAL EXHIBIT . ?3.7 I I Vinny Green Lzr'i FW: Draft Loan Agreement 2 messages Drew Schoentrup Sat, Aug 20, 2016 at 11:05 AM To: Chris Richmond Cc: Ryan Miller "tyler@proper.io" Vinny Green svinny@proper.io> Here is a draft of the loan agreement. I haven?t reviewed, and I am not sure how much we will actually end up taking. The biggest issue for the union is that you are personally listed on the loan docs and joint and severally liable meaning should we default, Diamond Creek can seek payment in full from any one of us individually basically they will go where the money is. To mitigate any heartburn that this may cause, Chris and I will execute an indemnity agreement basically saying that should Diamond Creek come after anyone other than us, we will step in and assume that liability and the costs incurred. From: John Devenny Date: Friday, August 19, 2016 at 6:41 PM To: Drew Schoentrup Subject: Draft Loan Agreement Attached is a draft of the loan agreement. I am still reviewing myself so forgive anything that looks to deviate from the term sheet. I wanted to get it in your hands before the weekend. Cheers. From: Drew Schoentrup Date: Friday, August 19, 2016 at 10:06 AM To: JOHN DEVENNY Subject: Re: Revised Term Sheet Here is another ?owchart. Does this help? From: John Devenny Date: Friday, August 19, 2016 at 12:49 PM To: Drew Schoentrup Subject: Re: Revised Term Sheet Thank you! From: Drew Schoentrup Date: Friday, August 19, 2016 at 8:53 AM To: JOHN DEVENNY Subject: Re: Revised Term Sheet How about this? From: John Devenny Date: Friday, August 19, 2016 at 11:51 AM To: Drew Schoentrup Subject: Re: Revised Term Sheet I tried to do that, but couldn?t figure it out. Can you do it and just send to me in Word. 1 am sorry to be a pain. but I am trying to get this done as quickly as possible. Thanks. From: Drew Schoentrup Date: Friday, August 19, 2016 at 8:48 AM To: JOHN DEVENNY Subject: Re: Revised Term Sheet You can import the entire into a word document as an image or if there are speci?c sections of the report you want separately I can send over images that you can drop into the word document ?just let me know the sections. There is no word format option when exporting from Google Analytics though. Vinny is working up the diagram right now. From: John Devenny Date: Friday, August 19, 2016 at 11:42 AM To: Drew Schoentrup Subject: Re: Revised Term Sheet These google analytics pages are great. However, I am an inept editor when it comes to these things. Is there a way to copy these into a Word document? Or can you send them to me in a word or other format that I can out and paste into word. From: Drew Schoentrup Date: Thursday, August 18, 2016 at 11:58 AM To: JOHN DEVENNY Subject: Re: Revised Term Sheet Wire has been sent out and you should receive shortly. Answers to your questions are below and documents attached. 1.) We attached a high level description of Proper Media, Tropes, and Bardav, as well as an organizational chart that shows the ?ow of money between all of our companies, including the one we recently set up in Puerto Rico. lf PR complicates this deal, let me know and I can make a chart without that portion (it's not really relevant to this deal). 2.) Resumes are attached, and here are brief bios are below. 3.) AIR agings as of July 31, 2016, are attached for Proper Media, Tropes, and Bardav. 4.) We use Google Analytics to track on-site data. Attached high-level overviews for snOpescom and tvtropesorg 5.) Working on a list, will send a little later. 6.) See attachments for No. 1 Bios Drew Schoentrup Drew brings a diverse background in law, finance, programming, and engineering to the Proper Media team. His day-to-day joys include pursuing new partnerships and avenues for growth, liaising with ?nancial institutions, and grinding away on big tech dreams. After earning separate degrees in Computer Engineering and Computer Science from Gonzaga University. Drew followed his ?love? for the law to Seattle University. Upon graduation from law school, Drew relocated to San Diego to work as a patent attorney for the top ranked intellectual property law ?rm of Fish Richardson. Several years and one jury trial later, armed with a wealth of knowledge and experience, Drew ventured out with Chris to offer their combined skills to large web publishers. As an avid consumer of knowledge, and since three degrees and three bar exams were not enough. Drew is now moonlighting as a ?nance hobbyist and pursuing the CFA designation. In his remaining free time, Drew dreams of big sailing adventures and jumping out of helicopters on the ski slopes. Chris Richmond Chris is the CEO of Proper Media. His roles include a bit of everything with emphasis on tech issues that seem impossible to solve. Chris attended the University of Las Vegas at the age of 16, however he dropped out after only 3 semesters to begin his life as a serial entrepreneur. As a self-taught programmer, he has been developing successful websites for more than a decade. Chris founded his ?rst large website in 2007 called ShareTV.com which became one of the ?rst online distribution partners of HULU and A week after launching the project an article announcing the site went viral bringing more than 20,000 visitors that day. The site continued to grow over the years to millions of visitors streaming hundreds of thousands hours of television on the site. In 2015 Chris helped found Pr0per Media to take the knowledge of running large-scale websites to new heights. From: John Devenny Date: Thursday, August 18, 2016 at 2:17 PM To: Drew Schoentrup Subject: Re: Revised Term Sheet Great. Please provide the following to the extent available 1. presentation/description on your business, etc. In Word preferably 2. Bios on yourself and Chris 3. Air agings 4. Any metrics you have showing the number of readers and how that info is accessed. 5. Dates of inception and high level terms of major proper clients together with metrics on viewership. 6. Vinny said he was going to put together a chart on the business model. John Devenny 949 375 4561 On Aug 18, 2016, at 10:55 AM, Drew Schoentrup wrote: Attached are the documents related to the purchase. I will send the wire out now. In response to your other email, I am your contact for all ?nancial information. From: John Devenny Date: Thursday, August 18, 2016 at 1:39 PM To: Drew Schoentrup Subject: Re: Revised Term Sheet Please send along the Seller Note and SPA as soon as practicable. From: Drew Schoentrup Date: Thursday, August 18, 2016 at 9:08 AM To: JOHN DEVENNY Subject: Re: Revised Term Sheet Signed copy attached. From: John Devenny Date: Thursday, August 18, 2016 at 12:03 PM To: Drew Schoentrup Subject: Re: Revised Term Sheet Here you go. From: Drew Schoentrup Date: Thursday, August 18, 2016 at 8:02 AM To: JOHN DEVENNY Subject: Re: Revised Term Sheet This looks good to me. If I am reading this right, the personal guaranty is just from Chris and myself, or does the nature of this being a personal loan impose joint and severable liability to all borrowers? Just wondering whether I need the indemnity agreement for the minority partners. Barbara?s last name is Mikkelson, with an M. From: John Devenny Date: Thursday, August 18, 2016 at 10:09 AM To: Drew Schoentrup Subject: Revised Term Sheet Here you go, Drew. I tried to incorporate everything we discussed last night. Its a little wordy, but think it captures the sense of what we are trying to do. Things may change a little in legal documentation so don?t get too wrapped up in the language. We (and Investors) are ready to move forward under these terms, so assuming you want to move forward, I have scheduled a meeting with our attorney for this morning to run legal simultaneous with due diligence. We have until the Tuesday after next. That should give us plenty of time. Cheers. From: Drew Schoentrup Date: Wednesday, August 17, 2016 at 9:53 PM To: JOHN DEVENNY Subject: Re: Need to talk Sure am. My number is 509.995.5854. On Aug 17, 2016 6:51 PM, "John Devenny" wrote: No worries. Are you available to speak around 715? John Devenny 949 375 4561 On Aug 17, 2016. at 6:05 PM, Drew Schoentrup wrote: Hi John, sorry for the radio silence. Out of cell range most the day. Back now if you are available. On Aug 17, 2016 4:03 PM, "John Devenny" wrote: Sorry to pester you, but I wanted make you saw my earlier email. In the interest of time I need to discuss some legal issues around how we might be able to structure this. Thanks. John Devenny 949 375 4561 On Aug 15, 2016, at 10:20 AM, Drew Schoentrup wrote: Hi John, Nice to meet you as well. Tomorrow works for us. What time would you like to come by? I am out of town but will videoconference into the of?ce. - Drew From: John Devenny Date: Monday, August 15. 2016 at 1:09 PM To: Michael Hom Cc: Drew Schoentrup Christina Fields Subject: Re: Introduction Thank you, Michael. Pleasure to e-meet you, Drew. Tomorrow would be better for me, but I can make Wednesday work subject to time constraints. Thanks. Best regards, John John Devenny 949 375 4561 On Aug 15, 2016, at 10:02 AM, Michael Hom wrote: John, I would like to introduce to my client Drew Schoentrup of Proper Media. Because of the time constraints, I thought it best to get your groups together. Drew suggested a Wednesday meeting. Sincerely, Michael Michael Hom Managing Director Ventana Group LLC 1111 Triton Drive Ste 100 Foster City CA 94404 T: 650.577.8555x111 F: 650.577.8554 C: 650.504.6123 E: *?k?k?ki'k'kir'ki- Con?dentiality Notice This electronic transmission and any attached documents or other writings are con?dential and are for the sole use of the intended recipient(s) identi?ed above. This message may contain information that is privileged, con?dential or otherwise protected from disclosure under applicable law. If the receiver of this information is not the intended recipient. or the employee, or agent responsible for delivering the information to the intended recipient, you are hereby noti?ed that any use, reading, dissemination. distribution, copying or storage of this information is strictly prohibited. If you have received this information in error, please notify the sender by return email and delete the electronic transmission, including all attachments from your system. DOC-PM Loan Agreement (ALP 94K Vinny Green To: Ryan Miller Forwarded message From: "Drew Schoentrup" [Quoted text hidden] ?9 DOC-PM Loan Agreement (ALP 94K Mon, Feb 27, 2017 at 6:44 PM EXHIBIT II. Limited Liability Company Agreement of Proper Media, LLC, a Limited Liability Company Formation. A. State of Formation. This is a Limited Liability Company Operating Agreement (the "Agreement") for Proper Media, LLC, a Member-managed California limited liability company (the "Company") formed under and pursuant to California law. B. Operating Agreement Controls. To the extent that the rights or obligations of the Members or the Company under provisions of this Operating Agreement differ from what they would be under California law absent such a provision, this Agreement, to the extent permitted under California law, shall control. C. Primary Business Address. The location of the primary place of business of the Company is: 4150 Mission Blvd., STE 220 San Diego, California 92109, or such other location as shall be selected from time to time by the Members. D. Registered Agent and Of?ce. The Company?s initial agent (the ?Agent") for service of process is Josh Shirvanian. The Agent's registered of?ce is 3160 Camino Del Rio South Suite 309 San Diego, CA 92108. The Company may change its registered of?ce, its registered agent, or both, upon ?ling a statement with the California Secretary of State. E. No State Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes. Purposes and Powers. A. Purpose. The Company is created for the following business purpose: PROPER MEDIA, LLC will provide advertising and management solutions for web-based businesses. B. Powers. The Company shall have all of the powers of a limited liability company set forth under California law. C. Duration. The Company?s term shall commence upon the ?ling of Articles of Organization and all other such necessary materials with the state of California. The Company will operate until terminated as outlined in this Agreement unless: 1. A majority of the Members vote to dissolve the Company; 2. No Member of the Company exists, unless the business of the Company is continued in a manner permitted by California law; 3. It becomes unlawful for either the Members or the Company to continue in business; 4. A judicial decree is entered that dissolves the Company; or 5. Any other event results in the dissolution of the Company under federal or California law. Members. A. Members. The Members of the Company (jointly the "Members") and their Membership Interest in the same at the time of adoption of this Agreement are as follows: Drew Schoentrup, 40% Christopher Richmond, 40% Ryan Miller, 6.66% Tyler Dunn, 6.68% Vincent Green, 6.66% B. Initial Contribution. Each Member shall make an Initial Contribution to the Company. The Initial Contributions of each shall be as described in Attachment A, Initial Contributions of the Members. No Member shall be entitled to interest on their Initial Contribution. Except as expressly provided by this Agreement, or as required by law, no Member shall have any right to demand or receive the return of their Initial Contribution. C. Limited Liability of the Members. Except as otherwise provided for in this Agreement or otherwise required by California law, no Member shall be personally liable for any acts, debts, liabilities or obligations of the Company beyond their respective Initial Contribution. The Members shall look solely to the Company property for the return of their Initial Contribution, or value thereof, and if the Company property remaining after payment or discharge of the debts, liabilities or obligations of the Company is insuf?cient to return such Initial Contributions, or value thereof, no Member shall have any recourse against any other Member except as is expressly provided for by this Agreement. D. Withdrawal, Termination or Death of a Member. Should a Member die, be terminated from or withdraw from the Company by choice, the remaining Members will have the option to buy out that Member?s Membership Interest in the Company in accordance with Attachment B. F. Member Voting. 1. Voting power. The Company?s Members shall each have voting power equal to their share of Membership Interest in the Company. However, in the case of terminating a Member?s employment with the Company, at least one Member in addition to Christopher Richmond and Drew Schoentrup must vote in favor of termination. 2. Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the Member or by his duly authorized attorney?in- fact. Such proxy shall be delivered to the Secretary of the Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. G. Duties of the Members. The Members shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Members also shall cause the Company to: 1. Maintain its own books, records, accounts, ?nancial statements, stationery, invoices, checks and other limited liability company documents and bank accounts separate from any other person; 2. At all times hold itself out as being a legal entity separate from the Members and any other person and conduct its business in its own name; 3. File its own tax returns, if any, as may be required under applicable law, and pay any taxes required to be paid under applicable law; 4. Not commingle its assets with assets of the Members or any other person, and separately identify, maintain and segregate all Company assets; 5. Pay its own liabilities only out of its own funds, except with respect to organizational expenses; 6. Maintain an arm's length relationship with the Members, and, with respect to all business transactions entered into by the Company with the Members, require that the terms and conditions of such transactions (including the terms relating to the amounts paid thereunder) are the same as would be generally available in comparable business transactions if such transactions were with a person that was not a Member; 7. Pay the salaries of its own employees, if any, out of its own funds and maintain a suf?cient number of employees in light of its contemplated business operations; 8. Not guarantee or become obligated for the debts of any other person or hold out its credit as being available to satisfy the obligations of others; 9. Allocate fairly and reasonably any overhead for shared of?ce space; 10. Not pledge its assets for the bene?t of any other person or make any loans or advances to any person; 1 1. Correct any known misunderstanding regarding its separate identity; 12. Maintain adequate capital in light of its contemplated business purposes; 13. Cause its Members to meet or act pursuant to written consent and keep minutes of such meetings and actions and observe all other California limited liability company formalities; 14. Make any permitted investments directly or through brokers engaged and paid by the Company or its agents; 15. Not require any obligations or securities of the Members; and 16. Observe all other limited liability formalities. Failure of the Members to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members. Fiduciary Duties of the Members. 1. Loyalty and Care. Except to the extent otherwise provided herein, each Member shall have a ?duciary duty of loyalty and care similar to that of members of limited liability companies organized under the laws of California. 2. Competition with the Company. The Members shall refrain from dealing with the Company in the conduct of the Company's business as or on behalf of a party having an interest adverse to the Company unless a majority of the Members excluding the interested Member, consents thereto. The Members shall refrain from competing with the Company in the conduct of the Company's business unless a majority of the Members excluding the interested Member, consents thereto. In the event that a Member is the sole Member of the Company, no vote shall be required. 3. Duties Only to the Company. The Member's ?duciary duties of loyalty and care are to the Company and not to the other Members. The Members shall owe ?duciary duties of disclosure, good faith and fair dealing to the Company and to the other Members. A Member who so performs their duties shall not have any liability by reason of being or having been a Member. 4. Reliance on Reports. In discharging the Member's duties, a Member is entitled to rely on information, opinions, reports, or statements, including ?nancial statements and other ?nancial data, if prepared or presented by any of the following: i. One or more Members, Of?cers, or employees of the Company whom the Member reasonably believes to be reliable and competent in the matters presented. ii. Legal counsel, public accountants, or other persons as to matters the Member reasonably believes are within the persons' professional or expert competence. A committee of Members of which the affected Member is not a participant, if the Member reasonably believes the committee merits con?dence. 1. Waiver of Partition: Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each Member hereby irrevocably waives any right or power that such Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to ?le a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. No Member shall have any interest in any speci?c assets of the Company. J. Compensation of Members. The Members shall have the authority to ?x the compensation of individual Members. All Members may be paid their expenses, if any, of attendance at meetings of the Members, which may be a ?xed sum for attendance at each meeting of the Members or a stated salary as a Member. No such payment shall preclude any Member from serving the Company in any other capacity and receiving compensation therefor. K. Members as Agents. All Members are agents of the Company for the purpose of its business. An act of any Member, including the signing of an instrument in the Company?s name, binds the Company where the Member executed the act for apparently carrying on the Company's business or business of the kind carried on by the Company in the ordinary course, unless the Member had no authority to act for the Company in the particular matter and the person with whom the Member was dealing knew or had notice that the Member lacked authority. An act of a Member binds the Company, however, even where the Member executed the act not apparently for canying on the Company's business or business of the kind carried on by the Company in the ordinary course only if the act was authorized by the other Members. IV. Accounting and Distributions. A. Fiscal Year. The Company's ?scal year shall end on the last day of December. B. Records. All ?nancial records including tax returns and ?nancial statements will be held at the Company's primary business address and will be accessible to all Members. C. Distributions. Distributions shall be issued, as directed by the Company's Treasurer or Assistant Treasurer, on an annual basis, based upon the Company's ?scal year. The distribution shall not exceed the remaining net cash of the Company after making appropriate provisions for the Company's ongoing and anticipatable liabilities and expenses. Each Member shall receive a percentage of the overall distribution that matches that Member's percentage of Membership Interest in the Company. V. Tax Treatment Election. The Company has not ?led with the Internal Revenue Service for treatment as a corporation. Instead, the Company will be taxed as a pass?through organization. The Members may elect for the Company to be treated as a S-Corporation or C?Corporation at any time. VI. Of?cers. A. Appointment and Titles of Of?cers. The initial Of?cers shall be appointed by the Members and shall consist of at least a Chairman, a President, a Secretary and a Treasurer. Any additional or substitute Of?cers shall be chosen by the Members. The Members may also choose one or more Vice-President, Assistant Secretaries and Assistant Treasurers. Any number of of?ces may be held by the same person, as permitted by California law. The Members may appoint such other Of?cers and agents as they shall deem necessary or advisable who shall hold their of?ces for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Members. The Of?cers and agents of the Company shall hold of?ce until their successors are chosen and quali?ed. Any Of?cer elected or appointed by the Members may be removed at any time, with or without cause, by the af?rmative vote of a majority of the Members. Any vacancy occurring in any of?ce of the Company shall be ?lled by the Members. Unless the Members decide otherwise, if the title of an Of?cer is one commonly used for of?cers of a limited liability company formed under California law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that of?ce. 1. Chairman. The Chairman shall be the chief executive of?cer of the Company, shall preside at all meetings of the Members, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Members are carried into effect. 2. President. In the absence of the Chairman or in the event of the Chairman?s inability to act, the President shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President shall perform such other duties and have such other powers as the Members may from time to time prescribe. 3. Vice-Presidents. In the absence of the Chairman and President or in the event of their inability to act, any Vice?Presidents in the order designated by the Members (or, in the absence of any designation, in the order of their election) shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. Vice- Presidents, if any, shall perform such other duties and have such other powers as the Members may from time to time prescribe. 4. Secretary and Assistant Secretary. The Secretary shall be responsible for ?ling legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Members and record all the proceedings of the meetings of the Company and of the Members in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members, as required in this Agreement or by California law, and shall perform such other duties as may be prescribed by the Members or the Chairman, under whose supervision the Secretary shall serve. The Secretary shall cause to be prepared such reports and/or information as the Company is required to prepare by applicable law, other than ?nancial reports. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Members (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Members may from time to time prescribe. 5. Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company according to generally accepted accounting practices, using a ?scal year ending on the last day of the month of December. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Members. The Treasurer shall distribute the Company's pro?ts to the Members. The Treasurer shall disburse the funds of the Company as may be ordered by the Members and shall render to the Chairman and to the Members, at their regular meetings or when the Members so require, an account of all of the Treasurer's transactions and of the ?nancial condition of the Company. As soon as practicable after the end of each ?scal year of the Company, the Treasurer shall prepare a statement of ?nancial condition as of the last day of the Company's ?scal year, and a statement of income and expenses for the ?scal year then ended, together with supporting schedules. Each of said annual statements shall be prepared on an income tax basis and delivered to the Members forthwith upon its preparation. In addition, the Treasurer shall keep all ?nancial records required to be kept pursuant to California law. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Members (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer?s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Members may from time to time prescribe. B. Of?cers as Agents. The Of?cers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Members not inconsistent with this Agreement, are agents of the Company for the purpose of the Company's business, and the actions of the Of?cers taken in accordance with such powers shall bind the Company. C. Fiduciary Duties of the Of?cers. 1. Loyalty and Care. Except to the extent otherwise provided herein, each Of?cer shall have a ?duciary duty of loyalty and care similar to that of of?cers of limited liability companies organized under the laws of California. 2. Competition with the Company. The Of?cers shall refrain from dealing with the Company in the conduct of the Company's business as or on behalf of a party having an interest adverse to the Company unless a majority of the Members, excluding the interested Of?cer if that Of?cer is a Member, consents thereto. The Of?cers shall refrain from competing with the Company in the conduct of the Company?s business unless a majority of the Members, excluding the interested Of?cer if that Of?cer is a Member, consents thereto. In the event that the interested Of?cer is the sole Member, no vote shall be required. 3. Duties Only to the Company. The Of?cers' ?duciary duties of loyalty and care are to the Company and not to the Members or other Of?cers. The Of?cers shall owe ?duciary duties of disclosure, good faith and fair dealing to the Company and to the Members, but shall owe no such duties to Of?cers unless the Of?cer is a Member. An Of?cer who so performs their duties shall not have any liability by reason of being or having been an Of?cer. 4. Reliance on Reports. In discharging the Of?cer?s duties, an Of?cer is entitled to rely on information, opinions, reports, or statements, including VII. ?nancial statements and other ?nancial data, if prepared or presented by any of the following: i. One or more Members, Of?cers, or employees of the Company whom the Of?cer reasonably believes to be reliable and competent in the matters presented. ii. Legal counsel, public accountants, or other persons as to matters the Of?cer reasonably believes are within the persons' professional or expert competence. A committee of Members of which the affected Of?cer is not a participant, if the Of?cer reasonably believes the committee merits con?dence. Dissolution. A. Limits on Dissolution. The Company shall have a perpetual existence, and shall be dissolved, and its affairs shall be wound up only upon the provisions established in Section above. Notwithstanding any other provision of this Agreement, the Bankruptcy of any Member shall not cause such Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. Each Member waives any right that it may have to agree in writing to dissolve the Company upon the Bankruptcy of any Member or the occurrence of any event that causes any Member to cease to be a Member of the Company. B. Winding Up. Upon the occurrence of any event speci?ed in Section the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. One or more Members, selected by the remaining Members, shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be distributed as provided under this Agreement or sold, and if sold as as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent suf?cient therefor, to be applied and distributed as provided under this Agreement. C. Distributions in Kind. Any non-cash asset distributed to one or more Members in liquidation of the Company shall ?rst be valued at its fair market value (net of any liability secured by such asset that such Member assumes or takes subject to) to determine the pro?ts or losses that would have resulted if such asset were sold for such value, such pro?t or loss shall then be allocated as provided under this Agreement. The fair market value of such asset shall be determined by the Members or, if any Member objects, by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) approved by the Members. D. Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for under this Agreement and (ii) the Company's registration with the state of California shall have been canceled in the manner required by California law. E. Accounting. Within 60 days after complete liquidation, the Company Treasurer shall furnish the Members with a statement which shall set forth the assets and liabilities of the Company as at the date of dissolution and the proceeds and expenses of the disposition thereof. F. Limitations on Payments Made in Dissolution. Except as otherwise speci?cally provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of its Initial Contribution and shall have no recourse for its Initial Contribution and/or share of pro?ts (upon dissolution or otherwise) against any other Member. G. Notice to California Authorities. Upon the winding up of the Company, the Member with the highest percentage of Membership Interest in the Company shall be responsible for the ?ling of all appropriate notices of dissolution with California and any other appropriate state or federal authorities or agencies as may be required by law. In the event that two or more Members have equally high percentages of Membership Interest in the Company, the Member with the longest continuous tenure as a Member of the Company shall be responsible for the ?ling of such notices. Exculpation and Indemni?cation. A. No Member, Of?cer, employee or agent of the Company and no employee, agent or af?liate of a Member (collectively, the "Covered Persons") shall be liable to the Company or any other person who has an interest in or claim against the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person's gross negligence or willful misconduct. B. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemni?cation from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement. Expenses, including legal fees, incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall be paid by the Company. The Covered Person shall be liable to repay such amount if it is determined that the Covered Person is not entitled to be indemni?ed as authorized in this Agreement. No Covered Person shall be entitled to be indemni?ed in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under this Agreement shall be provided out of and to the extent of Company assets only. C. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Members might properly be paid. D. To the extent that, at law or in equity, a Covered Person has duties (including ?duciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of the Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person. E. The foregoing provisions of this Article shall survive any termination of this Agreement. IX. Insurance. The Company shall have the power to purchase and maintain insurance, including insurance on behalf of any Covered Person against any liability asserted against such person and incurred by such Covered Person in any such capacity, or arising out of such Covered Person's status as an agent of the Company, whether or not the Company would have the power to indemnify such person against such liability under the provisions of Article or under applicable law. X. Settling Disputes. All Members agree to enter into mediation before ?ling suit against any other Member or the Company for any dispute arising from this Agreement or Company. Members agree to attend one session of mediation before ?ling suit. If any Member does not attend mediation, or the dispute is not settled after one session of mediation, the Members are free to ?le suit. Any law suits will be under the jurisdiction of the state of California. XI. General Provisions. A. Notices. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served or sent by United States mail and shall be deemed to have been given when delivered in person or three (3) business days after deposit in United States mail, registered or certi?ed, postage prepaid, and properly addressed, by or to the appropriate party. B. Number of Days. In computing the number of days (other than business days) for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays and holidays; provided, however, that if the ?nal day of any time period falls on a Saturday, Sunday or holiday on which national banks are or may elect to be closed, then the ?nal day shall be deemed to be the next day which is not a Saturday, Sunday or such holiday. C. Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument. D. Severabilig. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. E. Headings. The Article and Section headings in this Agreement are for convenience and they form no part of this Agreement and shall not affect its interpretation. F. Controlling Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of the state of California (without regard to conflicts of law principles thereof). G. Application of California Law. Any matter not speci?cally covered by a provision of this Agreement shall be governed by the applicable provisions of California law. H. Amendment. This Agreement may be amended only by written consent of all the Members. Upon obtaining the approval of any such amendment, supplement or restatement as to the Certi?cate, the Company shall cause a Certi?cate of Amendment or Amended and Restated Certi?cate to be prepared, executed and filed in accordance with California law. I. Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. U. II . 1h: Imu- ncuulnl .md .131ch [u um Lmlilrd I iahilit} ('nmmn} ?penning Agra-?mu, ?high shall he cl?lcum ul' hm:- Ih. JFII I )wrgr.? '1 6 am T'Ircu Sub-xnlrur (gig??7?51? ?736 Up :1 7? cf/ 779(564 -. \?I?ccn?ncen I?n?rpcr Media. KT/chmm: I. I. i 1 ATTACHMENT A Initial Contributions of the Members The Initial Contributions of the Members of Proper Media, LLC are as follows: Drew Schoentrup Contribution: Cash: $400.00 Christopher Richmond Contribution: Cash: $400.00 Ryan Miller Contribution: Cash: $66.66 Tyler Dunn Contribution: Cash: $66.68 Vincent Green Contribution: Cash: $66.66 ATTACHMENT Buy-Sell Agreement This Buy?Sell Agreement (this "Agreement") is made effective as ofJune 16, 2015 (the "Effective Date"), between and among Proper Media, LLC (the "Company") and each of the individuals listed on the attached Schedule A (each an "Owner," and collectively, the "Owners"). The Owners own all of the outstanding partnership interests of the Company (the "Units"), and desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows. Article I - Sales and Transfers 1. General Transfer Restriction. No Owner (or any party acting on behalf of an Owner) may sell or transfer any of such Owner's Units, whether now owned or later acquired, except in accordance with the terms of this Agreement or by the written consent of the Company and all of the other Owners. Any attempted sale or transfer of any Units (or any interest in any Units) that violates the terms of this Agreement shall be void and shall not be binding upon, or recognized by, the Company or the Owners. a. Sale or Transfer De?ned. The phrase "sale or transfer? includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Units, whether or not the transfer would be made for value, or (ii) to another Owner, or voluntarily or involuntarily or by operation of law, or (iv) during an Owner's lifetime or upon an Owner's death. b. Sale or Transfer Exception. The phrase "sale or transfer? does not include Owner?s transfer into a self?settled trust for estate planning purposes. 2. Permitted Voluntary Sale or Transfer During Lifetime. No Owner may voluntarily sell or transfer such Owners Units under any circumstances except as permitted in 1(b) above. 3. Involuntary Lifetime Disposition. Any Owner with knowledge of a possible Involuntary Lifetime Disposition (de?ned below) must provide written notice to each of the other Owners describing the nature and details of the Involuntary Lifetime Disposition, as well as each involved party (the "Third Party Transferee"). The Owner shall be deemed to have offered to sell such Owner's Units (the "Offered Units") to the other Owners. a. Involuntary Lifetime Disposition. An "Involuntary Lifetime Disposition occurs when an Owner's Units, or any portion or interest in them, are involuntarily sold, transferred or otherwise disposed of, or an involuntary sale, transfer or disposal is threatened by any third person, whether by sale upon the execution or in foreclosure of any pledge, hypothecation, lien or charge, or (ii) acquisition of an interest in such Units by a trustee in bankruptcy or a receiver, or any other means (but not including the death of the Owner or any purchase by the Other Owners pursuant to the other sections of this Agreement), or (iv) a court order denying the Owner sole ownership of the Owner's Units in connection with a property division in a divorce proceeding. b. First Option to Other Owners. Each of the other Owners shall have sixty (60) days from the effective date of such notice during which such other Owners may elect to buy the Offered Units in proportion to their respective ownership of all outstanding Units (excluding the Offered Units) or in such other proportion upon which the other Owners agree. If the other Owners exercise their option to buy some or all of the Offered Units, they shall acquire such Units at the purchase price and on the payment terms described in Articles II and below. c. Permitted Sale or Transfer to Third Party Transferee. If the other Owners do not validly exercise their option to buy all of the Offered Units within the 60?day period, then any remaining Offered Units may be transferred to the Third Party Transferee. However, the transfer must he made on the same terms and conditions as those contained in the notice to the other Owners. Further, the Third Party Transferee must agree in writing to be bound by the terms of this Agreement before or at the time of the transfer. If the transfer to the Third Party Transferee is not completed within sixty (60) days after the expiration of the other Owners' 60-day option period, then the authorization under this Agreement for such transfer shall be deemed withdrawn as if no such transfer had been contemplated and no notice had been given. 4. Termination of Employment. If any Owner (except for Drew Schoentrup and Christopher Richmond) is employed by the Company (an "Employee-Owner") and ceases to be an employee of the Company because the Employee?Owner is a Disabled Employee (see below), or for any other reason, then such Owner shall be deemed to have offered to sell all of his or her Units (the "Offered Units") to the Other Owners for the Purchase Price and on the Payment Terms described in Articles 11 and below. Further, each other Owner shall agree to buy all of the Offered Units of the selling Employee-Owner in proportion to his or her respective ownership of all outstanding Units (excluding the Offered Units), or in such other proportion upon which the other Owners may agree. Such offer shall be deemed made on the date such Employee?Owner ceased to be an employee of the Company. a. Disabled Employee. An Employee-Owner is a "Disabled Employee" when such person is under a legal decree of incompetency, or (ii) eligible for bene?ts for more than 50% disability under any group or individual disability insurance policy (as confirmed by an insurance company), or unable to perform substantially all of his or her regular duties for a period which is reasonably expected to last at least 180 substantially consecutive days, as determined by an examining physician, to which examination each Employee?Owner hereby consents. 5. Death of an Owner. Upon the death of an Owner, his or her Personal Representative (see paragraph 4.0: below) will immediately be deemed to have offered to sell to the other Owners all of the deceased Owner's Units (the "Offered Units") at the Purchase Price and on the Payment Terms described in Articles and 11] below. Notwithstanding the actual closing date speci?ed in Article Section 2, the transfer of the Units shall be deemed effective at the close of business day of the deceased Owner's death. a. Personal Representative. A Seller's "Personal Representative" includes any administrator, personal representative, executor or trustee who has legal responsibility for managing and disposing of the Seller's Units. It also includes any person who succeeds in interest to such Units, if no such ?duciary has control over such Units. b. First Option to Other Owners. Each of the other Owners shall have sixty (60) days from the effective date of such notice during which such other Owners may elect to buy the Offered Units in proportion to their respective ownership of all outstanding Units (excluding the Offered Units) or in such other proportion upon which the other Owners agree. If the other Owners exercise their option to buy some or all of the Offered Units, they shall acquire such Units at the purchase price and on the payment terms described in Articles 11 and below. c. Permitted Sale or Transfer to Successor in Interest. If the other Owners do not validly exercise their option to buy all of the Offered Units within the 60-day period, then any remaining Offered Units may be transferred to any person who succeeds in interest to such Units. The successor in interest of the deceased Owner's Units shall be bound by the terms of this agreement, but will be limited to 0 percent management control in the operation of the business. 6. Option of the Company. The other Owners shall have the option to transfer their collective purchase rights under sections 2, 3, 4, and 5 of this Article I to the Company. The Company shall be bound by the time periods set forth above, the purchase price provisions of Article II, and the payment provisions of Article The option created under this paragraph may be exercised by a consent to transfer signed by Owners who hold at least 75 percent of the outstanding Units. Article II - Purchase Price The "Purchase Price" shall be determined in accordance with the provisions of this Article II, and the payment terms are set forth in Article 1. Purchase Price. The "Purchase Price" shall be a prorata share of the Fair Market Value of the Company based on the ratio of the Offered Units to the total number of Units owned by all of the Owners. 2. Fair Market Value. The ?Fair Market Value? of the Company shall be calculated as 3.0 times the sum of the Company?s net profit, bonuses paid to Owners, and management fees paid to PubLife, LLC, as reported on its last annual corporate tax return. 3. Annual Revisions. Each year the Owners shall meet and review the Fair Market Value of the Company. If the Owners unanimously agree, they shall restate the Fair Market Value of the Company to reflect what they believe to be the then current fair market value. Such restated value shall be recorded on a form dated and signed by each Owner and attached to this Agreement. Such restated value shall be effective upon the date last signed by the Owners, or as the Owners otherwise provide. 4. Absence of Annual Revision. If for any reason the Owners have not unanimously agreed to an annual revision of the Fair Market Value of the Company on or before the 75th day after the end of a ?scal year, then the Fair Market Value of the Company as stated in this section shall remain in effect. Article - Payment Terms 1. Type of Payment. The Purchase Price paid for the Offered Units of a deceased Owner or an inter vivos transaction shall be paid in sixty (60) equal installments. Such installment payments shall due and payable on the ?rst day of each month following The Closing. If payments are not timely paid within ten (10) days of being due, interest shall accrue at the rate of 6% per annum. Each other Owner shall give the Seller a negotiable promissory note as evidence of this debt. Such note shall permit the other Owner to prepay all or any part of the balance of the note at any time without penalty or premium. 2. The Closing. The purchase of the Offered Units will take place at a closing at the Company?s primary place of business or at any other place and time to which the parties agree. In the case of the death, the closing shall be held 90 days after the date of the Owner's death. In all other cases, the closing shall be held within thirty days after the date on which the last option to buy is exercised or lapses. a. Delivery of Certi?cates. At the closing, the other Owners will pay for the Offered Units. The Seller will deliver certi?cates representing all of the Offered Units, duly endorsed, free and clear of all encumbrances, and with evidence of payment of all necessary transfer taxes and fees. b. Power of Attorney. Each Owner hereby appoints the Company, through its Secretary, as his or her agent and attorney-in-fact to execute and deliver all documents needed to convey his or her Units, if such selling Owner is not present at the closing. This power of attorney is coupled with an interest and does not terminate on the Owner's disability or death, and continues for as long as this Agreement is in effect, so long as the Owner was mentally capable of consenting, and consented, to the transaction, prior to their disability, incapacitation or death. c. Death-Tax Liability. In the case of a sale because of the Seller's death, then notwithstanding any other provision of this Agreement to the contrary, payment for the Offered Units shall not be required until the Personal Representative of the Seller provides a release or other assurances to the reasonable satisfaction of the other Owners that the other Owners are protected from any liability for death taxes related to the Offered Units. d. Escrow of Units. If any portion of the Purchase Price is evidenced by a promissory note, the if any, for such portion or all of the Offered Units shall be endorsed in blank, or accompanied by a duly executed, blank stock power, and delivered, in escrow, to an entity which customarily acts as an escrow agent. The escrow agent shall hold such documents as security for repayment of the promissory note. Upon notice from the other Owners that the promissory note has been paid in full, the escrow agent shall deliver all deposited if any, to the appropriate other Owners. Article IV - Endorsement of Certi?cates Endorsement. after the date each Owner becomes a party to this Agreement, each Owner shall deliver to the Company's secretary all of his or her certi?cates. The Company?s Secretary shall endorse them as follows: The sale, assignment, transfer, pledge, or other disposition of the Units represented by this Certi?cate is restricted by the provisions of a Buy-Sell Agreement dated June 16, 2015, as amended from time to time, by and among the Owners of Proper Media, LLC (the "Company?), and with the Company's consent, a copy of which is on ?le in the Company's of?ce. Article - Terminating or Amending the Agreement 1. Termination. This Agreement will terminate if the Company is dissolved, put into receivership, or becomes bankrupt. Further, Owners who hold at least 100 percent of the outstanding Units may agree in writing to terminate this Agreement. However, the Owners may not voluntarily terminate this Agreement to the disadvantage of any Owner whose Units have been offered (or deemed offered) for sale, but for which the closing date has not yet occurred. 2. Amendment. This Agreement may be amended upon the written consent of Owners who hold at least 100 percent of the outstanding Units. However, the Owners may not amend this Agreement to the disadvantage of any Owner whose Units have been offered (or deemed offered) for sale, but for which the closing date has not yet occurred. Article VII - Continuation of Restrictions This Agreement shall continue to apply to the Units which are the subject of a sale or transfer and to new Units issued by the Company. The transferee shall execute a counterpart signature page to this Agreement. Such signature shall be binding on all Owners and the Company as if the transferee was an original signor. Article - Miscellaneous 1. Tax Status. If at any time the Company has elected a status for tax purposes that is valid only if the owners are individuals or other types of speci?ed entities, then in order to protect such election, no Owner may sell or transfer any of his or her Units to any person if such sale or transfer might reasonably be expected to result in a termination of such election. No attempted sale or transfer in violation of this paragraph will be valid or recognized by the Company. 2. Binding Effect. This Agreement is binding on and enforceable by and against the parties, their successors, legal representatives, heirs, and assigns. 3. Governing Law. This Agreement will be governed by and construed according to the laws of the State of California. 4. Severabiligg. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court ?nds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 5. Notices. All notices required or permitted to be given under this Agreement must be given in writing, and will be deemed given when personally delivered or on the third day after mailing by US. registered or certi?ed mail, postage prepaid, with return receipt requested. Notice to any Owner is valid if sent to him or her at such Owner?s address as it appears in the Company's records. 6. Speci?c Performance. The Owners agree that the Units are unique and that the failure to perform the obligations under this Agreement will result in irreparable damage to the other parties. Further, the Owners agree that specific performance of these obligations may be obtained by a lawsuit in equity. 7. Waiver. Any party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement. 8. Entire Agreement. This Agreement constitutes the entire agreement of the Owners among themselves or with the Company regarding the subject matter of this Agreement and supersedes all prior agreements regarding such subject matter. 9. Effectiveness. This Agreement shall become effective when signed by all of the Owners listed on Schedule A and by Drew Schoentrup, President, on behalf of Proper Media, LLC. SCHEDULE A List of Owners Christopher Richmond Drew Schoentrup Ryan Miller Tyler Dunn Vincent Green