Electronically FILED by Superior Court of California, County of Los Angeles on 08/01/2019 06:52 PM Sherri R.

Carter, Executive Officer/Clerk of Court, by R. Sanchez,Deputy Clerk

1 AKIN GUMP STRAUSS HAUER & FELD LLP

SUSAN K. LEADER (SBN 216743)
2 sleader@akingump.com
BRETT M. MANISCO (SBN 318351)
3 bmanisco@akingump.com
1999 Avenue of the Stars, Suite 600
4 Los Angeles, CA 90067-6022
Telephone: 310.229.1000
5 Facsimile: 310.229.1001
6 Attorneys for Plaintiff and Cross-Defendant
Playboy Enterprises, Inc.
7

8 SUPERIOR COURT OF THE STATE OF CALIFORNIA

9 FOR THE COUNTY OF LOS ANGELES
10
PLAYBOY ENTERPRISES, INC., a Delaware Case No. BC716374
11 Corporation,
[Assigned To The Honorable Elaine Lu For
12 Plaintiff, All Purposes, Dept. 26]
13 V.
DECLARATION OF REENA PATEL
14 GLOBAL BLOCKCHAIN TECHNOLOGIES IN SUPPORT OF PLAINTIFF
CORPORATION, a Canadian corporation; SHIDAN PLAYBOY ENTERPRISES, INC.'S,
15 GOURAN, an individual; TOKKEN MSB INC., a SUPPLEMENTAL BRIEFING IN
Canadian corporation; VICE INDUSTRY TOKEN, OPPOSITION TO DEFENDANT
16 INC., a California corporation; STUART DUNCAN, STUART DUNCAN'S MOTION TO
an individual; and DOES 1-10 inclusive, DISMISS FOR LACK OF PERSONAL
17 JURISDICTION OR IN THE
Defendants. ALTERNATIVE FORUM NON
18 CONVENIENS
19

20 GLOBAL BLOCKCHAIN TECHNOLOGIES

CORPORATION, a Canadian corporation
21
Cross-Complainant,
22 Date: August 9, 2019
vs. Time: 8:30 a.m.
23 Dept.: 26
PLAYBOY ENTERPRISES, INC., a Delaware
24 corporation; TOKKEN MSB INC., a Canadian
corporation; VICE INDUSTRY TOKEN, INC., a Date Action Filed:August 3, 2018
25 California corporation; STUART DUNCAN, an
individual; and ROES 1-10 inclusive,
26
Cross-Defendants.
27

28
DECLARATION OF REENA PATEL IN SUPPORT OF PLAINTIFF PLAYBOY ENTERPRISES, INC. 'S,
SUPPLEMENTAL BRIEFING IN OPPOSITION TO DEFENDANT STUART DUNCAN'S MOTION TO DISMISS FOR
LACK OF PERSONAL JURISDICTION OR IN THE ALTERNATIVE FORUM NON CONVENIENS
 1 DECLARATION OF REENA PATEL
2
I, Reena Patel, declare as follows:
3
1. I submit this declaration in support ofPlayboy Enterprises Inc. 's ("Playboy")
4
Supplemental Briefing in Opposition to Defendant Stuart Duncan's Motion to Dismiss For Lack of
5
Personal Jurisdiction or in The Alternative Forum Non Conveniens.
6
2. I am the Chief Operating Officer for Playboy Enterprises, Inc. ("Playboy"). I have
7
personal knowledge of the matters set forth in this declaration, and, ifcalled as a witness, could and
8
would testify competently thereto.
9
3. Playboy is a California based company. Its office is located at 10960 Wilshire Blvd
10
Suite 2200, Los Angeles, CA 90024.
11
4. I was involved in all aspects of the negotiations relating to the Memorandum of
12
Understanding, which Playboy and Global Blockchain Technologies Corporation ("GBT") entered into
13
on March 13, 2018 (the "MOU").
14
5. The negotiation of the MOU principally took place at Playboy's office in Los Angeles,
15
CA.
16
6. Shidan Gouran, the CEO ofGBT, first came to Playboy's offices on or about March 12,
17
2018, and pitched Playboy on a deal whereby Playboy would contract with VIT to integrate Vice
18
Industry Token ("VIT") onto its online platforms. Based on my work experience, I was familiar with
19
many of the officers ofVIT, including Stuart Duncan who I understood to be the CEO ofVIT.
20
7. Although Playboy ultimately entered into the MOU with GBT, it did so based on
21
representations made by Shidan Gouran that GBT owned and/or controlled VIT. In fact, Playboy
22
relied on Shidan Gouran's representations that GBT owned and/or controlled VIT when it entered into
23
the MOU. Thus, Playboy understood that it was, in effect, contracting with VIT.
24
8. A true and correct copy of the MOU entered into between Playboy and Defendant
25
Global Blockchain Technologies Corp. ("GBT") on March 13, 2018 is attached hereto as Exhibit 21.
26
9. Although GBT initially followed through on its agreement to remove references to
27
"porn", such as the phrase "Get Paid to Watch Porn" from the VIT website, these same references later
28 1
DECLARATION OF REENA PATEL IN SUPPORT OF PLAINTIFF PLAYBOY ENTERPRISES, INC. 'S,
SUPPLEMENTAL BRIEFING IN OPPOSITION TO DEFENDANT STUART DUNCAN'S MOTION TO DISMISS FOR
LACK OF PERSONAL JURISDICTION OR IN THE ALTERNATIVE FORUM NON CONVENIENS
 1 reappeared on the VIT website. I personally saw Playboy's name on the VIT website in close
2 proximity to the words "Get Paid to Watch Porn" in or around June, 2019. The VIT website also
3 displayed Playboy's name in close proximity to these words and next to other porn-related websites.
4 10. Playboy's image and reputation was harmed by having its name displayed on VIT's
5 website next to other porn-related websites, and near the words "Get Paid to Watch Porn."
6 I certify under penalty of perjury under the laws of California that the foregoing is true and
7 correct.
8 Executed on July 31, 2019 at Los Angeles, California.
9

10
Reena Patel {Aug 1, 2019)
11 Reena Patel
12

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15

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17

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19

20
21

22

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28 2
DECLARATION OF REENA PATEL IN SUPPORT OF PLAINTIFF PLAYBOY ENTERPRISES, INC. 'S,
SUPPLEMENTAL BRIEFING IN OPPOSITION TO DEFENDANT STUART DUNCAN'S MOTION TO DISMISS FOR
LACK OF PERSONAL JURISDICTION OR IN THE ALTERNATIVE FORUM NON CONVENIENS
EXHIBIT 21
 MEMORANDUM OF UNDERSTANDING
Between the parties

GLOBAL BLOCKCHAIN TECHNOLOGIES

CORPORATION
(Herein referred to as GBT)

and

PLAYBOY ENTERPRISES INC.

(Herein referred to as PB)

Summary
This memorandum of understanding provides certain of the terms that comprise

an arrangement between GBT and PB, in which GBT's blockchain technologies will be

integrated into PB's online media channels as selected and determined in PB's sole

discretion, as a method of offering a unique media experience, where users will be able

to get paid in cryptocurrency for actions as simple as watching videos. These

technologies will be integrated into PB's selected portals to provide a seamless user

interface experience, delivered under PB's or its affiliates' brands.

 The proposed solution will utilize Vice Industry Token's {VIT) blockchain

technology to enable all users to be paid tokens for any form of participation. This

includes watching videos, making comments, and voting on content. It will function

identically to PB's existing media portals, but with the added value of being able to get

paid for using this specific website.

To complement Vice Industry Token's {VIT) functionality, another attention

economy cryptocurrency also may be integrated into some of PB's platforms as selected

and determined in PB's sole discretion. As part of a future expansion of cryptocurrency

use and integration across PB's platforms, there may be a gaming token and a virtual

reality token integrated at a later time .

Crowdsale Details and Terms

Dates: Tuesday February 20th, 2018 to Tuesday March 20th, 2018

Genesis Block: 4,000,000,000 (four billion tokens)

Hard Cap: ~$100,000,000.00 (one hundred million United States dollars) in ETH.

This crowdsale and its token event is subject to a smart contract that is not set to expire

until Friday June 29th, 2018.

Proposed Obligations of Each Party

GBT will provide the technology resources and solutions for PB to integrate

GBT's blockchain-based attention monetization solution into PB's and its affiliates'

online media platforms as selected and determined in PB's sole discretion, under exact

terms to be set under a separate agreement and at no cost to PB or its affiliates. GBT's

cryptocurrency tokens can be traded under PB's and its affiliates' brands, with the

platforms remaining owned and operated by PB and its affiliates.

 Following PB's written confirmation of receipt of the initial US $1,000,000

payment as set forth below, PB promptly will announce in a manner mutually agreed by

PB and GBT:

• That it is developing a branded cryptocurrency wallet in partnership with Global

Blockchain Technologies Corporation.

• That it will be integrating Vice Industry Token and cryptocurrency tokens into its

online platforms for the purposes described in this MOU.

• That it will also be integrating a gaming token, and a virtual reality token to be

used on the relevant media portals owned by PB as selected and determined in

PB's sole discretion (however, this is to be publicized approximately one month

after the initial announcements) .

Such announcements may take various forms, such as PB press releases to the

public and email newsletter blasts to its users, and will be drafted by PB with

consultation from GBT, provided that PB will have sole discretion to approve the

final announcements. If PB determines that announcements should be made via

advertising on its and its affiliates' online platforms, PB will provide GBT with the

best-available third party rates and GBT will determine whether to assume the cost.

All uses of PB's and its affiliates' brands (PB Brands) by or in connection with the

matters covered in this MOU, including without limitation PLAYBOY and the RABBIT

HEAD, will be subject to the following terms, which also will be embodied in a separate

agreement to include, but not be limited to: (i) all uses of the PB Brands will be subject

to PB's prior written approval, which may be granted or withheld in PB's sole discretion,

(ii) if notified in writing by PB, GBT will take immediate action, or cause immediate

action to be taken, to remove PB Brands or or to alter use as directed by PB, (iii) GBT's,
VIT's and their respective affiliates' use of the PB Brands will be limited to those uses set

forth herein and in more detail in a separate agreement, (iv) an acknowledgement that

the PB Brands are exclusively owned by PB and its affiliates and GBT will have no

interest in the PB Brands; and (v) the authorization to use the PB Brands and PB's

obligations to make announcements using PB brands will terminate on the earlier to

occur of (a) the breach by GBT of any of its obligations under this MOU or subsequent

agreements, including without limitation use of the PB Brands outside of the parameters

set forth herein or therein or the failure to timely pay or transfer any of the

consideration described below, and (b) the sixth month anniversary of the expiration of

the smart contract as described above; provided, however, with respect to clause (a) in

this sentence, if the cash proceeds arising from the crowdsale are less than

US$4,000,000, GBT shall pay the amount of any shortfall by issuing to PB (or its

designated affiliate) shares of its common stock with an aggregate value equal to such

shortfall (valued at the VWAP per share as reported on the Canadian Stock Exchange

over the prior 20 trading days) . The common stock issuable pursuant to the preceding

sentence will be of the same class listed on the Canadian Stock Exchange and the shares

issued to PB (or its designated affiliate) shall be freely tradable without restriction. GBT

agrees and acknowledges that PB and its affiliates are not guaranteeing, nor have any

liability for, any results (financial or performance) based on the use of PB's and its

affiliates' brands or the integration of tokens or currencies into their on line properties.

Prior to PB making any announcements as set forth in this MOU, GBT will

remove the terminology referring to "porn" from the VIT website and coordinate with

PB to rebrand the VIT website as more generally video/entertainment-oriented.

Further, GBT will evolve VIT from an adult only play to a broader draw and to include

director or management seats that may be designated by PB, in its election. GBT will set

up a customized branded page for the sale of VIT tokens that links to main VIT website.
 In exchange for the use of its and its affiliates' brands and making the

announcements as set forth in this MOU, PB will receive the following consideration:

• 100,000,000 (one hundred million) VIT tokens, which will be issued as proxy

tokens initially on March 20, 2018, that will be fully redeemable for real VIT

Genesis tokens and become tradeable on March 21, 2018.

• Additional 25,000,000 (twenty-five million) VIT Genesis tokens, which will be

issued on March 21, 2018 if the hardcap of US $100,000,000 ETH is met by the

expiration of the day on March 20, 2018.

• US $4,000,000 cash payment from the first cash proceeds arising from the

crowdsale, which will be transferred to PB within 10 business days of the expiry

of the smart contract as described above.

• US $1,000,000 cash payment, which shall be transferred to Playboy from Akin

Gump Strauss Hauer & Feld's client trust account (in which GBT had deposited

such fund pending signing of this MOU) as soon as practical following the signing

of this MOU.

• 100% of all earnings (in VIT tokens) collected from VIT transaction fees on the PB

portals.

The 100,000,000 VIT fully redeemable/tradeable proxy tokens set forth above

will be deposited into a secure digital cryptocurrency wallet that is created for and

controlled by PB or a designated affiliate on March 20, 2018. Th e 25,000,000 additional

VIT tokens will be deposited into a secure digital cryptocurrency wallet that is created

for and controlled by PB or a designated affiliate on March 21, 2018, if the threshold

stated above is achieved. There are no requirements or restrictions on PB using,

holding, assigni ng or transferring any VIT tokens. The US $4,000,000 will be transferred
to PB or its designated affiliate within 10 business days of the expiry of the smart

contract as described above. The US $1,000,000 cash payment shall be transferred to

PB or its designated affiliate as soon as practical following the signing this MOU as

provided above. GBT acknowledges and agrees that PB will not have any

announcement or other promotional obligations under this MOU until PB has confirmed

in writing its receipt of the initial US $1,000,000 payment as set forth above. PB shall

not be entitled to any further proceeds of the crowd sale other than the US $4,000,000

and US $1,000,000 set forth above. GBT represents and warrants that it has sufficient

and available funds to make the USD payments set forth above and all necessary

authorizations to deposit the VIT tokens as set forth above. GBT further represents and

warrants that GBT's performance under and in connection with this MOU, including

without limitation making the payments and transfers set forth herein and all activities

related to the crowdsale, will be undertaken in compliance with all federal, state and

international laws and licensing regulations and guidelines. GBT will indemnify PB for

any and all actions and losses incurred by it relating to or arising from the crowdsale, the

use of the PB Brands, the establishment and operation of the VIT site, trading in VIT

tokens and the other matters referred to in this MOU, including without limitation

actions by governmental authorities and claims made by investors or consumers

purchasing or using the VIT tokens. It is PB's responsibility to provide GBT or its

authorized agents with the necessary information to complete these transfers.

GBT will provide technical services, at no cost to PB or its affiliates, to integrate

into PB's selected online properties the VIT tokens; provided that there will be no

obligation on the part of GBT to provide any PB third party licensee with access to the

GBT platform, or developers/technicians without cost. PB is responsible for linking third

party licensees and foreign-licensed brand or magazine operators using any PB brand at
an expense to be mutually determined by GBT and PB. Otherwise, PB is permitted to

encourage their licensees and global operating partners to contact GBT for assistance .

Other Terms

This MOU will be legally binding on GBT upon its execution and on PB once PB

has given written confirmation of its receipt of the initial US $1,000,000 payment.

Neither party is committing to develop, use or promote any tokens other than the VIT

token as set forth in the MOU. The parties intend to fully document their respective

obligations in long-form agreements, which they intend to commence negotiation as

soon as practical following the date hereof and consummate on or prior to that date

which is thirty (30) days prior to the expiry of the smart contract referred to above.

GBT and PB each acknowledges that it will have access to certain confidential

and proprietary information of the other party, which may include financial, technical,

business, legal, commercial, marketing, strategic or other data, including know-how,

trade secrets, specifications, algorithms, calculations, formulae, processes, business

methods/plans, strategies, diagrams, drawings, designs, style guides, ideas, techniques

and processes, as well as information about affiliates, partners, licensees, employees,

vendors, customers or suppliers, and all notes, analyses, compilations, forecasts,

studies, memoranda, reports, summaries or other documents prepared by that contain

or reflect such information of the other party, and the contents of this MOU (hereinafter

collectively referred to as the "Confidential Information"). GBT and PB each undertakes

that it shall not at any time disclose to any third party any Confidential Information of

the other party without the prior written consent of the other party, unless required to

do so by law, a court of competent jurisdiction or any governmental or regulatory

authority. In the event that a party is requested or required, in connection with any

proceeding by or before a governmental authority, to disclose any Confidential

Information, such party will give the other party prompt written notice of such request

or requirement (unless legally prohibited from giving such notice) so that the other

party may seek an appropriate order or other remedy protecting the Confidential

Information from disclosure. Disclosure of the other party's Confidenti al Information

shall be restricted to those employees, directors, officers, managers, owners, capital

sources, controlled affiliates, auditors, financial consultants and legal advisors of each

party's organization who need to know such information for the purpose of the subject

matter of this MOU and who have been informed of the confidential nature of the

Confidential Information and instructed to comply with the terms of this paragraph.

This MOU supersedes and replaces all prior negotiations, understandings and

proposed agreements between the parties, written or oral. Neither party has made any

statement, representation or promise, other than as expressly set forth herein, to any

other party in entering into th is MOU, which has been relied upon by any other party

entering into this MOU . If any provision of this MOU is held in whole or in part to be

unenforceable for any reason, the remainder of that provision and of the entire MOU

will be severable and remain in effect. This MOU may be modified by subsequent

agreement of the parties only by an instrument in writing signed and delivered by both

of them. This MOU may not be assigned by GBT, without PB's prior written consent.

This MOU is made under, and shall be construed according to, the laws of the

California, except for its conflicts of laws principles. Each party irrevocably consents to

the jurisdiction of the federal and/or state courts located in Los Angeles, California in

connection with any action or proceeding concerning this MOU .

This MOU may be executed in counterparts.

In witness whereof, this MOU has been executed by authorized representatives of each

party this _J2__ day of March 2018.

Global Blockchain Technologies Corporation

By: __5 , ~ ~ - - '-

Name: s·~o-~v~v~
Title:
P~o~-r-

Playboy Enterprises Inc.

By:

Name:

Title:
In witness whereof, this MOU has been executed by authorized representatives of each

party this 12._ day of March 2018.

Global Blockchain Technologies Corporation

By:

Name:

Title:

Playboy Enterprises Inc.

Name: ~ ~~Inv,
Title: L e..o