Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 1 of 16

EXHIBIT B

ZaP'D Store Agreement

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 2 of 16

STORE AGREEMENT

Located in Staten Island, NY

Recital

Both parties defines the agreement between Zap'd Games, LLC and Myriad Games, LLC,
whereby Myriad Games. LLC shall provide turnkey support and operation services for a
retail game store location in Staten Island, NY.

Agreement

This Agreement is made as of this the 29^ of June, 2012, by and between ^p'd Games,
LLC, a Limited Liability Company of New York State and Mynad Games, LLC, a Limited

Liability Company ofNew Hampshire.

In exchange for the investment in money, time, and expertise by the members of Zap'd
Games, LLC, detailed in Schedule A, Myriad Games, LLC shall remit afixed retum on total
sales as detailed in Schedule B.

The location ofthe Myriad Games; Staten Island will be at alocation to be determined
during the site location and evaluation period.
1.

In consideration for the investment in money, time, and expertise detailed in

Schedule A, Myriad Games, LLC shall pay to the Zap'd Games, LLC under the
following terms and conditions, following the definitions in Schedule B.
a. True Net Yield Profit Partidpatron; Afixed retum shall be paid annuallyto the

Zap'd Games, LLC, based on the total receipte ofthe Staten feland Myriad
Games location.

b. Profits are determined from receipts at the Myriad Games Staten Island's
location only.

c. Zap'd Games, LLC shall have no ownership interest in Myriad Games. LLC.
d. True Net Yield profit partidpation shall be at arate set forth in Schedule B,
calculated from the total receipts of the Staten Island Games location

(defined as gross sales less discounts, allowances, and returns).

e. Myriad Games shall retain a managementfee of 10% ofthe associated
expenses allocated to the Myriad Games: Staten Island location. This shall
n

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 3 of 16

not include Cost of Goods Sold, labor, utilities, and other expenses exclusive

to any location, which shall each be apportioned entirelyto that location. Thts
amount shall be included in the total expenses applied to the profit Iloss

statementfor Myriad Games; Staten Island for the purposes of calculating

payments to Zap'd Games (example calculation: if total shared expenses for
Myriad Games: Staten Island for the year were $35,000, Myriad Games
would retain $3,500 ($35,000 x0.10) for expenses associated with
managing expenses for the location.)

f. Annually is defined as once the Federal and State Tax Returns are
completed byMyriad Games, LLC.

2. Zap'd Games. LLC's Monetary Contribution: The Zap'd Games, LLC shall

deliver a cashier's check or other ready funds or EFT in the amount specified in
the Investment Schedule to Myriad Games, LLC.

3. Any expenditures that pertain only to the Staten Island location that exceed

$4 000 shall be approved by Zap'd Games, LLC. This shall not apply to costs
related to standard operating procedures, including but not limited to: rent and all
associated costs of leasing, employee costs, cost of goods, insurance costs,

fixture costs, supplies, marketing, inventory.

4. Representations and Warranties: Myriad Games, LLC hereby represente and

warrants to the Zap'd Games, LLC that: It isduly registered as a Limited

Liability Company in the State of New Hampshire, validly existing and in good
standing. It has the corporate power and all necessary rights and title to enter
into and perform this Agreement and the transactions contemplated hereby or
referred to herein and have taken all necessary action to authorize the entry into
and performance of this Agreement and such transactions.

5 This Agreement constitutes alegal, vaUd and binding contract between ^p'd
Games, LLC and Myriad Games, LLC. Zap'd Games, LLC has been advised
one has the right to seek competent legal counsel, and expressly agrees and
warrants by one's signature below that one has either sought the advice oflegal
counsel and proceeds knowingly or has made a knowing waiver to seek legal
counsel.
6.

The entry into and performance of this Agreement and the transactions

contemplated hereby do not seek to conflict with any existing law or regulation or
any official or judicial order. In the event any part ofthis agreement is found to
be void, invalid, or unlawful only such part ofthe agreement that is sofound shau
|2

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 4 of 16

be void.

7. Myriad Games, LLC represents and warrants tiiat there are not now any liens,
claims, encumbrances, legal proceedings, restrictions, agreements or

understandings which might conflict orinterfere orotherwise limit, any of the

performance of this agreement by Myriad Games, LLC. Each copy document
delivered to the Zap'd Games, LLCs by oron behalf ofMyriad Games, LLC
under orin connection with this Agreement and/or any prior negotiation between

the Zap'd Games, LLC and Myriad Games, LLC constitutes a true and
complete copy ofthe document ofwhich it purports to be.

8. All information which might be material to a person assuming the obligations

and acquiring the rights assumed and acquired by the Zap'd Games, LLCs

pursuant to this Agreement has been disclosed in writing to the Zap d Games,

LLC and there are no facts orcircumstances which might make such information
misleading or inaccurate.

9. If any person or entity shall make any claim or institute any suit or proceeding
against Myriad Games Staten Island, Myriad Games, LLC shall give prompt
written notice ofsametothe Zap'd Games, LLC and Myriad Games Staten

teland. Myriad Games, LLC shall undertake the defense thereof and shall supply
competent and experienced counsel to defend any such suit or proceeding. The
expenses of such defense costs may be atfnbuted to Myriad Games Staten
Island's Budget and Operation Costs. Each Zap'd Garnes, LLC may also
engage his own counsel in connection with any such suit or proceeding at one s
own expense.

10. Accounting and Reports -Myriad Games, LLC shall maintain complete books
and racords with respect to the Myriad Games Staten Island locatioa Myriad
Games, LLC shall render to the Zap'd Games, LLCs, on an annual basis, a
written statement of the total salesand True Net Yield profit of Myriad Games;
Staten Island. The Zap'd Games, LLC has fourteen (14) days to inspect the
written statement, and note in writing ifZap'd Games, LLC believes anyerror

has been made by Myriad Games, LLC. If Zap'd Games, LLC fails to make
said notation, the written statement shall bedeemed to be correct. Myriad
Games, LLC has a reasonable amount of time to investigate said eirors and
make any necessary and true corrections. If investigation is continuing atthe

time a Net Profit payout is due to Zap'd Games, LLC, Myriad Games, LLC will
pay based on the contested written statement and any adjustments to Net Profits
will be paid once determined.

11. The Zap'd Games, LLC shall have the right to request a copy of the Profit and
13

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 5 of 16

Loss statements and Federal and StateTax returns for any years during

Myriad Games; Staten Island is in operation. Such requests shall be made in

writing, and Myriad Games, LLC shall provide if it has not already the requested
statements and retums within thirty (30) days of the request.

12. Use ofZap'd Games, LLC Funds: All monies received from Zap'd Games, LLC
will be invested into the Myriad Games operating account to be used toward the
opening and operation of Myriad Games including the Staten Island location.
The use ofthis operating account is atthe sole use and discretion ofMyriad
Games, LLC and Myriad Games, LLC is responsible for covering all costs and

paying for all expenditures related to operating the Staten Island location.

13. Relationship of Parties: The Zap'd Games, LLC and Myriad Games, LLC each
acknowledge that they are independent entities and that no partnership, joint
venture, agency or employment relationship has been created bythis

Agreement. However, nothing herein shall prevent Myriad Games, LLC and

from subsequently initiating arm's length negotiations to enter into an

employment or independent contractor agreement for running the Myriad Games

StatenIsland location. If this occurs, itwill be detailed in a separate Employment
or Independent Contractor Agreement.

14. Non-Disclosure Agreements (NDA): Zap'd Games, LLC, agrees,

acknowledges, and understands, that the members of Zap'd Games have been
and will begiven business protocols and business methods that Myriad Games,
LLC considers proprietary and a trade secret. Zap'd Games, LLC agrees,

acknowledges, and understands that one does not own nor can disclose said
proprietary information.

15. Additional Documents: Each ofthe parties agree to execute any additional
documents which may be required or be desirable to fully effectuate the

purposes and intent ofthis Agreement or to carry out the obligations ofthe
parties hereunder, provided that they are not Inconsistent with the provisions of
this Agreement.

16.

Notices: All notices hereunder shall be in writing and shall beserved by personal

delivery to the Zap'd Games, LLC or Myriad Games, LLC, asthe case maybe,
by certified mail, return receipt requested, or by email with a return receipt
addressed as listed below. Any party may change its address at anytime by
written notice to the other parties.
Zap'd Games
PO Box 140234

|4

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 6 of 16

Staten Island, NY10314

Myriad Games, LLC

1525 South Willow Street

Manchester, NewHampshire03103

17.

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 7 of 16

Assignment: No party hereto shall have the right to assign all or any part of its
right or obligations hereunder without the prior written consent of the other party,
except that nothing contained in this sentence shall prevent any party from
assigning its right to receive monies hereunder.

18. This Agreement may not be modified except by written agreement signed by
each of the parties hereto.

19. This Agreement shall in no event beconstrued as a third party beneficiary

contract and is not intended for the benefit ofany person whomsoever except the
parties hereto.

20. No waiver by one party of a breach or default by the other party shall be deemed
to bea waiver of any preceding, continuing orsucceeding breach of any other
provision ofthis Agreement.

21. Each party acknowledges that this Agreement constitutes the entire Agreement
of the parties regarding the subject matter hereof and supersedes all prior
Agreements with respect thereto.

22. This Agreement shall be construed and enforced under and subject to the laws
of the State of New Hampshire.

23. In the event of any disagreement orquestions pertaining to the interpretation of

this Agreement, that cannot be resolved bythe parties, the parties agree to enter
a form of Altemative Dispute Resolution.

24. Attorneys' Fees: In any action or proceeding between or among the parties
hereto to interpret orenforce any of the provisions hereof, the prevailing party
shall, in addition to any other award of damages or other remedy, be entitled to
reasonable attorneys' fees and costs.

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 8 of 16

:les executed this Agreement:

Date

LLIC by Itsauthorized agent, Daniel Yamngton

ZaEfcftGamesTLLC byits authorized agent, ZevShiasinger

Date

Witnessed byP^ul Gerardi, authorial agent of Zap'd Games, LLC Date

Schedule A

Zap'd Games, LLC shall contribute $50,000 USD on or before July 12^, 2012.

Zap'd Games, LLC shall contribute another $50,000 USD on or before June 30^, 2013
Myriad Games, LLC shall contribute additional funds to cover all costs of operating and to

cover True Net Yield payments to Zap'd Games, LLC -that will include approximately
$25 000 in initial inventory contribution and $75,000 in operating eJ^enses (an average of

$2,100 per month over the first 36 months of operations -front-loaded during the first 18
months).
Schedule B

Zap'd Games, LLC shall receive aTrue Net Yield paymentfrom Myriad Games, LLC
calculated as follows:

Seven percent (7%) of the total receipts from Myriad Games; Staten Island. Total receipts
shall not include returns, allowances, and discounts.

Example: Myriad Games: Staten Island receives $500,000 in total sales less $25,000 in
discounts, returns, and allowances. Zap'd Games, LLC shall receive $33,250 asa true net
yield payment ($500,000 -$25,000 =$475,000 *0.07 =$33,250)

Should the total receipts from the first three years of operation exceed $3,000,000, Myriad
|7

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 9 of 16

Games, LLC shall pay Zap'd Games, LLC a higher non-cumulative ^eld on the overage
sates, foltovwng these numbers:

Sales Up to $3M = 7% True NetYield

Sales from $3M- $4M = 8% True Net Yield
Sales from $4M - $5M = 9% True Net Yield
Sales over $5M = 10% True Net Yeld

Example; With total receipts of $3.2M, Myriad Games, LLC shall remit payment of 7% of
the first$3Mand 8% on the remaining $0.2M.

This shall applyto the first three years of operation. Upon completion ofthe first three yeare

of operation, Zap'd Games, LLC and Myriad Games, LLC shall review the performance of
the Staten Island location to determine the True Net Yield for future years, beginning with
the fourth year of operation.

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 10 of 16

STATE OF NEW YORK

DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the
original document in the custody of the Secretaryof State and that the same
is a true copy of said original.

WITNESS my hand and official seal of

the Departmentof State, at the City of
Albany, on Jvine 28, 2012.

of,.'*'

Rev. 05/09

Darnel E. Shapiro
First Deputy Secretary of State

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 11 of 16

ARTICLES OF ORGANIZATION
OF

ZAFD GAMES, LLC

Under Section 203 of the Limited Liability Company Law of the State of New York

THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age and
acting as the organizer of the limited liability company (the "Company") hereby being formed
tmder Section 203 of the Limited Liability CompanyLaw of the State of New York (the "LLCL"),
certifies that;

FIRST:

The name of the Company is:

ZAP'D GAMES, LLC

SECOND:

The county within the State of New York in which the principal office of the

Company is to be located is PUTNAM.

THIRD:

The Secretary of State is designated as the agent of the Company upon

whom process against the Company may be served. The post office address within or without
the State of New York to which the Secretary of State shall mail a copy of any process against
the Company served upon such Secretary of State is THE LLC, C/O SHLASINGER, 15
KAITLIN DR., MAHOPAC, NY 10541.

IN WITNESS WHEREOF, I have subscribed these Articles of Organization and do hereby affirm
the foregoing as true tmder penalties of peijury, this 06/25/12

Sharon Babala

Sole Organizer
c/o BlumhergExcelsior Corporate Services, Inc.
236 Broadway
Menands, NY 12204

120625000747

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 12 of 16

ARTICLES OF ORGANIZATION

OF

'

ZAP'D GAMES, LLC

Under Section 203of the Limited Liability Company Law of the State of New York

BLU-39

DRAWDOWN
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FILED BY:
Lv.)
C./

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BLUMBERGEXCELSIOR CORPORATE SERVICES INC.

236 BROADWAY

MENANDS, NY 12204

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Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 13 of 16

j TOO DEPARTMENT OF THE TREASURY

*

INTERNAL REVENUE SERVICE

CINCINNATI

OH

45999-0023

Date of this notice:

07-04-2012

Employer Identification Number;

45-5622216
Form:

SS-4

Number of this notice:

CP 575 B

ZAPD GAMES LLC

ZEV SHLASINGER MBR
15 KAITLIN DRIVE

For assistance you may call us at:

MAHOPAC,

1-800-829-4933

NY

10541

IF YOU WRITE, ATTACH THE

STUB AT THE END OF THIS NOTICE.

WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER

Thank you for applying for an Employer Identification Number (EIN) .

We assigned you

EIN 45-5622216. This EIN will identify you, your business accounts, tax returns, and
documents, even if you have no employees. Please keep this notice in your permanent
records.

When filing taix documents, payments, and related correspondence, it is very in^rt^t
that you use your EIN and complete name and address exactly as shown above. Any variation

may cause a delay in processing, result in incorrect information in your account, or even
cause you to be assigned more than one EIN. If the information is not correct as shown
above, please make the correction using the attached tear off stub and return it to us.
Based on the information received from you or your representative, you must file
the following form(s) by the date{s) shown.
Form 1065

04/15/2013

If you have questions about the form(s) or the due date(s) shown, you can call us at
the phone number or write to us at the address shown at the top of this notice. If you
need help in determining your annual accounting period {tax year), see Publication 538,
Accounting Periods and Methods.

We assigned you a tax classification based on information obtained from you or your

representative.

It is not a legal determination of your tax classification, and is not

binding on the IRS.

If you want a legal determination of your tax classification, you may

request a private letter ruling from the IRS under the guidelines in Revenue Procedure

2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note:
Certain tax classification elections can be requested by filing Form 8832, Entity
Classification Election.

See Form 8832 and its instructions for additional information.

A limited liability company (LLC) may file Form 8832, Entity Classification
Election, and elect to be classified as an association taxable as a corporation.^ If
the LLC is eligible to be treated as a corporation that meets certain tests and it
will be electing S corporation status, it must timely file Form 2553, Election by a
Small Business Corporation. The LLC will be treated as a corporation as of the
effective date of the S corporation election and does not need to file Form 8832.

To obtain tax forms and publications, including those referenced in this notice,
visit our Web site at www.irs.gov. If you do not have access to the Internet, call
1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 14 of 16

(IRS USE ONLY)

575B

07-04-2012

ZAPD

9999999999

SS-4

IMPORTANT REMINDERS:

* Keep a copy of this notice in your permanent records.

This notice is issued only

one time and the IRS will not be able to generate a duplicate copy for you.

* Use this EIN and your name exactly as they appear at the top of this notice on all
your federal tax forms.

Refer to this EIN on your tax-related correspondence and documents.

If you have questions about your EIN, you can call us at the phone number or write to

us at the address shown at the top of this notice.

If you write, please tear off the stub

at the bottom of this notice and send it along with your letter.

write us, do not complete and return the stub.

If you do not need to

Thank you for your cooperation.

Keep this part for your records.

CP 575 B (Rev. 7-2007)

Return this part with any correspondence

so we may identify your account.

Please

CP 575 B

correct any errors in your name or address.

Your Telephone Number

>

Best Time to Call

9999999999

DATE OF THIS NOTICE:

07-04-2012

EMPLOYER IDENTIFICATION NUMBER:

FORM:

SS-4

NOBOD

INTERNAL REVENUE SERVICE

45999-0023
CINCINNATI OH

ZAPD GAMES LLC

ZEV SHLASINGER MBR

II
Mill II II II II
II Hill
liliilililililiililiililiilliiilliiiiililiillililiil

1^ KAITLIN
MAHOPAC
NYDRIVE
10541

45-5622216

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 15 of 16

CONSENT
OF THE DIRECTORS
OF

Tap'd

UJ2

The undersigned, being all the directors (the "Directors") of the above named limited
liability company (the "Company"), hereby consent to the following action without a formal
meeting:

RESOLVED, that the Statement of Organization of the organizer dated ^

with respect to the Company's organization is hereby in all respects approved, and all actions
thereby shown to have been taken or authorized by the organizer of the Company are hereby in
all respects approved, ratified juid confirmed;

RESOLVED, that the following persons are hereby elected to the offices ofthe Company

set forth opposite their respective names, each to serve until such person's successor is elected
and has qualified or until such person's earlier resignation or removal:
NAME

OFFICE

^Ey

ChiefExecutive Officer

Secretary

lAijL

Trgiijvrer

RESOLVED, that the specimen form ofcertificate representing shares ofthe Company

attached hereto is hereby adopted as the form ofcertificate to represent the shares to be issued by
the Company;

RESOLVED, that the form of seal, an impression ofwhich is made on the margin of this
page, is hereby adopted asthe seal of the Company;

RESOLVED, that the fiscal year of the Company shall end on the last day of
in each year;

ItESOLVED, that the Directors ofthe Company are each hereby authorized and directed
to procure on behalfofthe Company all company record books and books ofaccount
y
the statutes ofthe State ofNew York or necessary or appropriate in connection with the business

of the Company;

RESOLVED, that the Directors of the Company are hereby authorized to pay on behalf
of the Company all fees and expenses incident to and necessary for the organization of the
Company;

For use with form 2 (Advanced)

2.

Case 1:16-cv-00290-JL Document 1-2 Filed 06/29/16 Page 16 of 16

CONSENT OF THE MEMBERS

OF

"Zif P frMI^.C LLC

The undersigned, being all the members of the above limited liability company (the
'Company"), hereby consent to the following action in lieu of an annual meeting:
RESOLVED, that the following persons are hereby elected to be the [directors] of

the Company, each to serve until such person's successor is duly elected and has
qualified or until such person'searlierresignation or removal:
Dmi, f.PMltOi

Dated as

of 7/1J^'Z-0
MEMBERS:'

(Name)'

For use with form 2 (Advanced)