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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

:

WILLIAM WRIGHT

and:

RANDY BREEN

,::Plaintiffs,::v.:C.A. No.:

JAWAD ANSARI

,::Defendant,::and::

HIVE MIND, INC.

,:: NominalDefendant.::

VERIFIED COMPLAINT PURSUANT TO 8

DEL. C.

§ 225

PlaintiffsWilliam Wright (“Wright”) and Randy Breen (“Breen”) (together,“Plaintiffs”), by their undersigned attorneys, for their verified complaint against defendantJawad Ansari (“Ansari”), allege as follows:

Nature of the Action

1.This action isbrought pursuant to Section 225 of the Delaware GeneralCorporation Law (“DGCL”) for a declaration that: (a)an October 31, 2011 UnanimousWritten Consent signed by Hive Mind, Inc.’s(“Hive Mind” or the “Company”)then-Boardof Directors (Wright, Ansari and Raj Parekh) is valid and enforceable; (b) the election of Plaintiffs to Hive Mind’sBoard of Directors pursuant to a February 6, 2012 WrittenConsent executed and delivered to Hive Mind in accordance with Section 228 of the

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2DGCL is valid; and (c) subsequent actions taken at a duly noticed meeting by the newlyconstituted Hive Mind Boardof Directors (Wright, Breen and Ansari (who did not attend))on February 9, 2012 were validly approved. Plaintiffs also seek an Order directingDefendant Ansari to return Hive Mind’s files and restraining him from speaking or actingon behalf of Hive Mind without the approval of the Company’s Board of Directors.

The Parties

2.Plaintiff Wright is a founder and director of Hive Mind. Before hisinvolvement with Hive Mind, Wright created the successful “Sims” video game distributed by Electronic Artsas well as other popular video games,and he formed a developmentcompany called Stupid Fun Club, LLC (“SFC”) .3.Plaintiff Breen is an employee of SFC and director of Hive Mind.4.Defendant Ansari is a founder and a director of Hive Mind.5.Nominal Defendant Hive Mind is a Delaware corporation with its principal place of business in Berkeley, California.

Factual Background

6.In or about July2011, Wright, Ansari and Raj Parekh (“Parekh”) formedHive Mind to develop, produce and license location-based interactive systems andapplications created by Wright and his development team atSFC. Hive Mind’s Board of Directors then consisted of Wright, Ansari and Parekh.

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37.On June 14, 2012, Hive Mind’s Board of Directors executed a UnanimousWritten Consent appointing Ansari as President and CEO. Ansari was primarilyresponsible for securing funding for Hive Mind. Wright and his team at SFC were to be primarily responsible for product development.8.In June and July of 2011, Wright, Ansari and Parekh negotiated the termsunder which specific technology (“IP Assets”) developed by SFC would be transferred toHive Mind in exchange for stock in the Company.9.On July 14, 2011, Hive Mind and SFC executed a Stock PurchaseAgreement whereby Hive Mind granted a majority interest in the Company to SFC inexchange for SFC’s agreement to perform services under a Consulting Agreement andassign to Hive Mind certain IP Assets created by SFC.10.Significantly, SFC had a right to repurchase the IP Assets and return itsHive Mind shares if Hive Mind had not raised $5 million in 120 days from the date of theStock Purchase Agreement (the “Financing Deadline”). Also, Hive Mind agreed to paySFC $1.5 million if the Consulting Agreement was not entered into prior to the end of the120-day period.11.Over the next 90 days, Ansari was unable to identify or secure any materialfunding opportunities to satisfy his obligations under the Stock Purchase Agreement. Inaddition, he failed to obtain a Federal Tax ID number or business license for the Company,failed to make payments for office space leased in Hive Mind’s name and to consultantsostensibly hired to work for Hive Mind, brought on workers by promising Company stock