Estta832573 07/11/2017 in the United States

Trademark Trial and Appeal Board Electronic Filing System. http://estta.uspto.gov ESTTA Tracking number: ESTTA832573 Filing date: 07/11/2017 IN THE UNITED STATES PATENT AND TRADEMARK OFFICE BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD Proceeding 92063829 Party Defendant Pamela Weintraub Correspondence JOSHUA R BRESSLER Address BRESSLER LAW PLLC 3 WEST 35TH ST 9TH FL NEW YORK, NY 10001 UNITED STATES Email: [email protected], [email protected] Submission Motion to Suspend for Civil Action Filer's Name Joshua R. Bressler Filer's email [email protected], [email protected] Signature /Joshua R Bressler/ Date 07/11/2017 Attachments MOTION TO SUBSTITUTE ASSIGNEE AND SUSPEND PROCEEDING JRB 11 July 2017 for TTAB.pdf(3403396 bytes )

IN THE UNITED STATES PATENT AND TRADEMARK OFFICE BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD

JERRICK VENTURES, LLC,

Petitioner, vs. Cancellation No. 92063829

PAMELA WEINTRAUB, Reg. No. 4932689

Respondent.

MOTION TO SUBSTITUTE ASSIGNEE AS RESPONDENT AND TO SUSPEND THIS PROCEEDING

Pursuant to assignments duly recorded with the U.S. Patent and Trademark Office

(“USPTO”) Assignments Division on July 3, 2017 (effective June 30, 2017) (collectively, the “Assignments”), Penthouse Media Group, Inc. (“Penthouse”) is the successor in interest to all of

Respondent Pamela Weintraub’s (“Weintraub”) rights and goodwill in and to the mark and registration that is the subject of this Cancellation proceeding (Reg. No. 4,932,689; the

“Registration”). Copies of the Assignments and their USPTO electronic filing receipts are attached hereto as Exhibit A.

I. Motion To Substitute Assignee As Respondent

Pursuant to Trademark Trial and Appeal Board Manual of Procedure §512.01, Weintraub hereby moves to substitute Penthouse for Weintraub as Respondent in this Proceeding. Through its counsel of record concurrently entering its Notice of Appearance on Penthouse’s behalf for this Proceeding, Penthouse joins Weintraub in this motion.

Alternatively, should the Board decline to substitute Penthouse for Weintraub in this Proceeding, Weintraub and Penthouse move the Board to join Penthouse as Respondent in this

Proceeding.

II. Motion To Suspend This Proceeding Pending Resolution of Related Federal District

Court Litigation

On July 6, 2017, Penthouse instituted against Petitioner and other persons and entities that certain Federal district court litigation captioned Penthouse Media Group, Inc .and General

Media Communications, Inc. v. Guccione Collection, LLC, Jeremy Frommer, Rick Schwartz, Jerrick Media Holdings, Inc., Jerrick Ventures, Inc., Jerrick Ventures LLC, Filthy Gorgeous

Media, LLC, Paradox LLC, Jared Leto and Does 1-100, 17 CV 4980 (PA-FFM) (C.D. Cal. 2017) for trademark infringement and related claims concerning the mark and Registration that is the subject of this Proceeding (the “Federal Court Action”), including a claim for a judicial declaration that Weintraub's filing of an intent to use application on June 6, 2012, conferred a priority of right superior to any rights of Jerrick Ventures LLC and that the present Cancellation should be dismissed with prejudice. A true and complete copy of the Complaint is attached to this Motion as Exhibit B. Pursuant to TBMP § 510 and 37 CFR §2.117 (a),1 in the interests of judicial economy and the avoidance of inconsistent results, Penthouse respectfully requests that the Board immediately suspend this Proceeding pending resolution of the Federal Court Action.

* * *

1 37 CFR § 2.117(a) provides: “Whenever it shall come to the attention of the Trademark Trial and Appeal Board that a party or parties to a pending case are engaged in a civil action or another Board proceeding which may have a bearing on the case, proceedings before the Board may be suspended until termination of the civil action or the other Board proceeding.”

2 WHEREFORE, Respondent Weintraub and Assignee/Proposed Respondent Penthouse respectfully request that the Board grant all relief sought herein.

Dated: July 11, 2017 BRESSLER LAW PLLC

s/ Joshua R. Bressler Joshua R. Bressler 3 West 35th Street, 9th Floor New York, NY 10001 Tel: (917) 969-4343 Fax: (917) 591-7111 e-mail: [email protected]

Attorney for Respondent Pamela Weintraub

Dated: July 11, 2017 SEDGWICK LLP

s/ Caroline H. Mankey Caroline H. Mankey Anurita S. Varma 801 South Figueroa Street, 19th Floor Los Angeles, CA 90017-5556

Attorney for Assignee/Proposed Respondent Penthouse Media Group, Inc.

CERTIFICATE OF SERVICE

I, Joshua R. Bressler, hereby certify that today a true and complete copy of the foregoing MOTION TO SUBSTITUTE ASSIGNEE AS RESPONDENT AND TO SUSPEND THIS PROCEEDING has been served on counsel of record for Petitioner and for Assignee/Proposed Respondent Penthouse Media Group, Inc., respectively, in the above-captioned proceeding by depositing same with the U.S. Postal Service as U.S. first class mail with postage-prepaid in an envelope addressed as follows:

Petitioner: Kenneth Rubinstein Cohen Tauber Spievack & Wagner P.C. 420 Lexington Avenue, Suite 2400 New York, NY 10170 UNITED STATES

Assignee/Proposed Respondent: Caroline H. Mankey Anurita S. Varma SEDGWICK LLP 801 South Figueroa Street, 19th Floor Los Angeles, CA 90017-5556

An electronic copy also was served on the following email addresses:

For Petitioner (via ESTTA email addresses of record): [email protected], [email protected], [email protected]

For Assignee/Proposed Respondent (via email): [email protected]; [email protected]

Date: July 11, 2017 BRESSLER LAW PLLC

s/ Joshua R. Bressler Joshua R. Bressler 3 West 35th Street, 9th Floor New York, NY 10001 Tel: (917) 969-4343 Fax: (917) 591-7111 e-mail: [email protected]

Attorney for Respondent Pamela Weintraub

4 EXHIBIT A

See attached.

United States Patent and Trademark Office

Electronic Trademark Assignment System

Confirmation Receipt Your assignment has been received by the USPTO. The coversheet of the assignment is displayed below:

TRADEMARK ASSIGNMENT COVER SHEET

Electronic Version v1.1 Stylesheet Version v1.2

SUBMISSION TYPE: NEW ASSIGNMENT

NATURE OF ASSIGNMENT OF THE ENTIRE INTEREST AND CONVEYANCE: THE GOODWILL

SEQUENCE: 1

CONVEYING PARTY DATA Execution Name Formerly Date Entity Type MS PAMELA INDIVIDUAL: UNITED WEINTRAUB 07/03/2017 STATES

RECEIVING PARTY DATA Name: ALPHA CYGNI, INC. Street 95 Claxton Ave. Address: City: Watertown State/Country: CONNECTICUT Postal Code: 06795 Entity Type: Corporation: WYOMING

PROPERTY NUMBERS Total: 3 Property Type Number Word Mark Serial Number: 86002052 OMNI

Registration 4964743 OMNI Number:

Registration 4932689 OMNI Number:

CORRESPONDENCE DATA Fax Number: 9175917111 Phone: 9179694343 Email: [email protected] Correspondence will be sent to the e-mail address first; if that is unsuccessful, it will be sent using a fax number, if provided; if that is unsuccessful, it will be sent via US Mail. Correspondent Name: JOSHUA R BRESSLER Address Line 1: 3 WEST 35TH ST, 9 FL Address Line 2: BRESSLER LAW PLLC Address Line 4: NEW YORK, NEW YORK 10001

ATTORNEY DOCKET Weintraub amt NUMBER:

NAME OF SUBMITTER: Joshua R. Bressler

Signature: /Joshua R Bressler/

Date: 07/03/2017

Total Attachments: 4 source=USPTO Assignment to ACG for recordation#page1.tif source=USPTO Assignment to ACG for recordation#page2.tif source=USPTO Assignment to ACG for recordation#page3.tif source=USPTO Assignment to ACG for recordation#page4.tif

RECEIPT INFORMATION ETAS ID: TM433685 Receipt Date: 07/03/2017 Fee Amount: $90

Return to ETAS home page

TRADEMARK ASSIGNMENT AGREEMENT

This Trademark Assignment Agreement (“Agreement”) is made by and between:

Pamela Weintraub, an individual having an address at 1535 East 14th St., Apartment 6J, Brooklyn, NY 11230 (the "Assignor") of the one part; AND Alpha Cygni, Inc. a corporation organized and existing under the laws of Wyoming, located at 95 Claxton Avenue, Watertown, CT 06795 (the "Assignee") of the other part. The Assignor and the Assignee are hereinafter referred to, individually, as “Party” and collectively, as “Parties”.

WHEREAS, the Assignor is the proprietor and beneficial owner of the trademark(s) and application(s) and registrations therefor, including, without limitation Federal trademark registrations and foreign/international trademarks and registrations, listed on Exhibit “A” (all collectively, the “Trademark(s)”) in the countries so denoted thereto (the “Territory”);

WHEREAS, the Assignee desires to acquire from the Assignor the Assignor’s rights in the Trademark(s) in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby sells, assigns and transfers to Assignee all right, title and interest in and to the Trademark(s), together with the goodwill of the business symbolized by the Trademark(s), and the right to bring action for past infringement of the Trademark(s) as follows:

1. For and in consideration of the amount paid to Assignor, the Assignor does hereby assign to the Assignee all of the Assignor’s rights, title and interests derived from and in connection with the Trademark(s) in the Territory. Assignor hereby conveys, transfers, assigns, delivers, and contributes to Assignee all of Assignor’s right, title, and interest of whatever kind in and to the Trademark(s), together with (1) the goodwill related to any products or services in respect upon which the Trademark(s) are used and for which they are registered or filed (and as concerns the U.S. intent to use application, that portion of the business to which the mark pertains): (2) all damages hereafter due or payable to Assignor with respect to the Trademark(s), including without limitation, damages, and payments for past or future infringements and misappropriations of the Trademark(s): and (3) all rights to sue for past, present and future infringements or misappropriations of the Trademarks.

2. This Agreement shall come into effect as of June 30, 2017. The Parties hereto agree that this Agreement shall be submitted to the aforesaid authority in each country in the Territory for its registrations. Assignor shall fully cooperate with Assignee at Assignee’s reasonable request and expense with regard to such registration or additional or approval that may be required in connection with the implementation of any portion of this agreement.

EXHIBIT “A” ASSIGNED MARKS

Mark Serial Registration Number Number Filing Date Classes Reg date Country OMNI 86002052 n/a 7/3/2013 IC 009 & IC 041 USA OMNI 86978783 4964743 7/13/2013 IC 041 5/24/2016 USA

OMNI 85644455 4932689 6/6/2012 IC 16 4/5/2016 USA OMNI IR 1321998 7/3/2013 IC 009 & IC 041 3/2/2016 European Union designation (WIPO) OMNI IR 1294614 7/3/2013 IC 16 3/2/2016 European Union designation (WIPO)

United States Patent and Trademark Office

Electronic Trademark Assignment System

Confirmation Receipt Your assignment has been received by the USPTO. The coversheet of the assignment is displayed below:

TRADEMARK ASSIGNMENT COVER SHEET

Electronic Version v1.1 Stylesheet Version v1.2

SUBMISSION TYPE: NEW ASSIGNMENT

NATURE OF ASSIGNMENT OF THE ENTIRE INTEREST AND CONVEYANCE: THE GOODWILL

SEQUENCE: 2

CONVEYING PARTY DATA Execution Name Formerly Date Entity Type ALPHA CYGNI, INC. 07/03/2017 Corporation: WYOMING

RECEIVING PARTY DATA Name: PENTHOUSE GLOBAL MEDIA, INC. Street 8944 Mason Ave. Address: City: Chatsworth State/Country: CALIFORNIA Postal Code: 91311 Entity Type: Corporation: DELAWARE

PROPERTY NUMBERS Total: 3 Property Type Number Word Mark Serial Number: 86002052 OMNI

Registration 4964743 OMNI Number:

Registration 4932689 OMNI Number:

CORRESPONDENCE DATA Fax Number: 9175917111 Phone: 9179694343 Email: [email protected] Correspondence will be sent to the e-mail address first; if that is unsuccessful, it will be sent using a fax number, if provided; if that is unsuccessful, it will be sent via US Mail. Correspondent Name: JOSHUA R. BRESSLER Address Line 1: 3 WEST 35TH ST., 9 FL Address Line 2: BRESSLER LAW PLLC Address Line 4: NEW YORK, NEW YORK 10001

ATTORNEY DOCKET ACG to PGMI amt NUMBER:

NAME OF SUBMITTER: JOSHUA R. BRESSLER

Signature: /Joshua R Bressler/

Date: 07/03/2017

Total Attachments: 4 source=USPTO Assignment to PGMI for recordation#page1.tif source=USPTO Assignment to PGMI for recordation#page2.tif source=USPTO Assignment to PGMI for recordation#page3.tif source=USPTO Assignment to PGMI for recordation#page4.tif

RECEIPT INFORMATION ETAS ID: TM433686 Receipt Date: 07/03/2017 Fee Amount: $90

Return to ETAS home page

TRADEMARK ASSIGNMENT AGREEMENT

This Trademark Assignment Agreement (“Agreement”) is made by and between:

Penthouse Global Media, Inc, a corporation organized and existing under the laws of Delaware, located at 8944 Mason Avenue, Chatsworth, CA 91311 (the "Assignee") of the one part; AND Alpha Cygni, Inc. a corporation organized and existing under the laws of Wyoming, located at 95 Claxton Avenue, Watertown, CT 06795 (the "Assignor") of the other part. The Assignor and the Assignee are hereinafter referred to, individually, as “Party” and collectively, as “Parties”.

WHEREAS, the Assignee desires to acquire from the Assignor the Assignor’s rights in the Trademark(s) in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns and transfers to Assignee all right, title and interest in and to the Trademark(s) and registrations, together with the goodwill of the business symbolized by the Trademark(s), and the right to bring action for past infringement of the Trademark(s) as follows:

1. For and in consideration of the amounts paid to Assignor under the Omni Trademark Agreement, dated as of June 30, 2017, the Assignor does hereby assign to the Assignee all of the Assignor’s rights, title and interests derived from and in connection with the Trademark(s) in the Territory. Assignor hereby conveys, transfers, assigns, delivers, and contributes to Assignee all of Assignor’s right, title, and interest of whatever kind in and to the Trademark(s), together with (1) the goodwill related to any products or services in respect upon which the Trademark(s) are used and for which they are registered or filed (and as concerns the U.S. intent to use application, that portion of the business to which the mark pertains): (2) all damages hereafter due or payable to Assignor with respect to the Trademark(s), including without limitation, damages, and payments for past or future infringements and misappropriations of the Trademark(s): and (3) all rights to sue for past, present and future infringements or misappropriations of the Trademarks.

additional or approval that may be required in connection with the implementation of any portion of this agreement.

3. This Agreement and all amendments, modifications, alterations or supplements hereto, shall be construed under, governed by, and the legal relations between the Parties hereto determined in accordance with the laws of New York.

4. Any amendments, modifications, alternations or supplements to this Agreement shall be made in writing to be legally effective.

5. Each Party acknowledges that it has read this Agreement, understands it and agrees to be bound hereby, and represents and warrants that the individual executing this Agreement on its behalf is duly authorized to enter into this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on their behalf by their duly authorized officers and representative as of this 30th day of June 2017.

For and on behalf of the Assignor For and on behalf of the Assignee

Signature: ______Signature: ______By: By: Donald J. Slaughter Chief Title: Title:Operating Officer

(NOTARY SEAL)

EXHIBIT “A” ASSIGNED MARKS

Mark Serial Registration Number Number Filing Date Classes Reg date Country OMNI 86002052 n/a 7/3/2013 IC 009 & IC 041 USA OMNI 86978783 4964743 7/13/2013 IC 041 5/24/2016 USA

EXHIBIT B

See attached.

Case 2:17-cv-04980-PA-FFM Document 1 Filed 07/06/17 Page 1 of 24 Page ID #:1

1 SEDGWICK LLP CAROLINE H. MANKEY (Bar No. 187302) 2 [email protected] ANURITA S. VARMA (Bar No. 279486) 3 [email protected] 4 801 South Figueroa Street, 19th Floor Los Angeles, CA 90017-5556 5 Telephone: 213.426.6900 Facsimile: 877.547.6580 6 7 Attorneys for Plaintiffs Penthouse Global Media, Inc. and General 8 Media Communications, Inc.

9 10 UNITED STATES DISTRICT COURT 11 CENTRAL DISTRICT OF CALIFORNIA 12

13 PENTHOUSE GLOBAL MEDIA, Case No. 14 INC., a Delaware corporation, GENERAL MEDIA 15 COMMUNICATIONS, INC., a New COMPLAINT FOR: (1) COPYRIGHT INFRINGMENT; 16 York corporation, (2) TRADEMARK INFRINGEMENT (3) FALSE 17 Plaintiffs, DESIGNATION OF ORIGIN; (4) 18 v. TRADEMARK DILUTION; (5) COMMON LAW TRADEMARK 19 GUCCIONE COLLECTION, LLC, a INFRINGEMENT; (6) COMMON Delaware limited liability company, LAW UNFAIR COMPETITION; (7) 20 JEREMY FROMMER, an individual, UNFAIR COMPETITION; (8) 21 RICK SCHWARTZ, an individual, TRADEMARK DILUTION; (9) JERRICK MEDIA HOLDINGS, INC., DECLARATORY RELIEF; (10) 22 a Nevada corporation, JERRICK FALSE ADVERTISING; AND (11) VENTURES, INC., a Nevada UNJUST ENRICHMENT 23 corporation, JERRICK VENTURES LLC, FILTHY GORGEOUS MEDIA, DEMAND FOR JURY TRIAL 24 LLC, PARADOX LLC, a California 25 limited liability company, JARED LETO, an individual, and DOES 1-100, 26 inclusive,

27 Defendants.

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1 Plaintiffs PENTHOUSE GLOBAL MEDIA, INC. and GENERAL MEDIA 2 COMMUNICATIONS, INC. (collectively, “Penthouse”) hereby complain against 3 defendants GUCCIONE COLLECTION, LLC, JEREMY FROMMER, RICK 4 SCHWARTZ, JERRICK MEDIA HOLDINGS, INC., JERRICK VENTURES, 5 INC., JERRICK VENTURES LLC, FILTHY GORGEOUS MEDIA, LLC, 6 PARADOX LLC, JARED LETO, and DOES 1-100 (collectively, “Defendants”) 7 and alleges as follows: 8 PARTIES 9 1. Plaintiff Penthouse Global Media, Inc. is a Delaware corporation with 10 its principal place of business in Chatsworth, California. 11 2. Plaintiff General Media Communications, Inc. is a New York 12 corporation with its principal place of business in Chatsworth, California. 13 3. Penthouse is informed and believes that Guccione Collection, LLC, is a 14 limited liability company organized under the laws of the State of Delaware, with its 15 principal place of business located in New Jersey. 16 4. Penthouse is informed and believes that Defendant Jeremy Frommer is 17 a citizen of the United States currently residing in New Jersey, and is the Chief 18 Executive Officer of Jerrick Ventures, Inc. and Jerrick Media Holdings, Inc.; a 19 member of Jerrick Ventures, LLC; and a principal of Guccione Collection, LLC. 20 5. Penthouse is informed and believes that Rick Schwartz is a citizen of 21 the United States currently residing in New York, and is the President of Jerrick 22 Media Holdings, Inc., and a member of Jerrick Ventures, LLC. 23 6. Penthouse is informed and believes that Defendant Jerrick Media 24 Holdings, Inc. is a technology and digital media company distributes media content 25 through its portfolio of brands, incorporated under the laws of the state of Nevada, 26 with its principal place of business in Englewood, New Jersey. 27 7. Penthouse is informed and believes that Jerrick Ventures, Inc. is a 28

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1 digital media holding company founded in 2013, incorporated in Nevada, with its 2 principal place of business in New Jersey. 3 8. Penthouse is informed and believes that Defendant Jerrick Ventures, 4 LLC, is a subsidiary of Defendant Jerrick Media Holdings, Inc., with its principal 5 place of business in New Jersey. 6 9. Penthouse is informed and believes that Defendant Filthy Gorgeous 7 Media, LLC is a subsidiary of Defendant Jerrick Media Holdings, Inc. 8 10. Penthouse is informed and believes that Defendant Paradox, LLC is a 9 California limited liability corporation founded by Defendant Jared Leto. 10 11. Penthouse is informed and believes that Jared Leto is a citizen of the 11 United States currently residing in Los Angeles, California, and is the founder and 12 officer of Defendant Paradox LLC. 13 12. Penthouse is informed and believes that Defendants Does 1 through 14 100, inclusive, are improperly using Plaintiffs' property. The true names, whether 15 corporate, individual, or otherwise of Does 1 through 100, inclusive, are presently 16 unknown to Penthouse and, therefore, these Does are being sued by fictitious names, 17 and Penthouse will seek leave to amend this Complaint to include the true names 18 and capacities when the same have been ascertained. 19 13. Penthouse is informed and believes that at all times relevant to this 20 action, each of the Defendants was the agent, affiliate, officer, director, manager, 21 member, principal, alter-ego, and/or employee of the other Defendant and was at all 22 times acting within the scope of such agency, affiliation, alter-ego relationship 23 and/or employment, and actively participated in or subsequently ratified and 24 adopted, or both, each and all of the acts or conduct alleged herein with full 25 knowledge of each and every violation of Penthouse's rights and the damages to 26 Penthouse proximately caused thereby. 27 28

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1 JURISDICTION AND VENUE 2 14. This Court has subject matter jurisdiction over the claims alleged by 3 Penthouse because their claims arise under the Copyright Act, 17 U.S.C. §§ 101, et 4 seq., and the Lanham Act, 15 U.S.C. §§ 1051, et seq., and jurisdiction is conferred 5 by 28 U.S.C. § 1331 and 1338 (a) and (b). 6 15. This Court has specific personal jurisdiction over the Defendants 7 because in intentionally and willfully advertising, selling and renting the motion 8 picture Caligula worldwide and to California residents on www.vimeo.com, and 9 using Penthouse's Caligula copyrights and trademarks to do so, and have infringed 10 on the registered OMNI trademark by operating the https://omni.media website, all 11 of which Defendants knew would cause harm to Penthouse in California, given that 12 Penthouse notified Defendants of Penthouse's superior rights to the Caligula 13 copyrights and trademarks as far back as September 2013. Defendants also knew 14 that their conduct would cause harm to the registrant of the OMNI trademarks 15 worldwide. In so doing, they have purposefully availed themselves of the privilege 16 of conducting activities in this forum, thereby invoking the benefits and protections 17 of its laws. Venue is also properly laid in this district under 28 U.S.C. § 1391(b)(3) 18 due to the Court's personal jurisdiction over the Defendants in this action. 19 FACTUAL BACKGROUND 20 16. Bob Guccione was the founder, owner and publisher of Penthouse 21 Magazine and the founder of the iconic Penthouse brand. In 1979, Mr. Guccione 22 produced a motion picture titled Caligula, which is now a cult classic that blends 23 ancient Roman history with erotica and stars luminaries including Helen Mirren and 24 Peter O'Toole. Mr. Guccione died in 2010. 25 17. General Media Communications, Inc. ("General Media") was the 26 original publisher and owner of the Penthouse Magazine and the owner of the 27 famous PENTHOUSE trademarks, as well as CALIGULA trademarks, including 28

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1 those pending registration by the United States Patent and Trademark Office under 2 Serial Nos. 87284418 and 86803795 (the "CALIGULA Marks"). 3 18. In 2012, Defendant Jeremy Frommer purchased at auction the contents 4 of a storage facility in Englewood, New Jersey. Included in this storage facility 5 were numerous examples of the erotic photography for which Mr. Guccione was 6 famous, as well as films, magazines, artwork, and documents of historical, business 7 and legal significance associated with the PENTHOUSE brand, including archival 8 material, physical editions, photographs and illustrations from Guccione's OMNI 9 magazine, and possibly including items relating to the Caligula motion picture. 10 19. In November 2012, Mr. Frommer also purchased all of the rights to the 11 items belonging to Mr. Guccione that had come into the possession of an individual 12 named James C. Sell, who had obtained a judgment against Mr. Guccione in 13 Arizona. Thereafter, Mr. Frommer assigned all of the purchased property to a newly 14 formed entity, Guccione Collection LLC ("GC"). Mr. Frommer then began offering 15 the purchased items for sale through a website. 16 CALIGULA 17 20. On or about September 17, 2013, General Media sent a letter to GC and 18 Jeremy Frommer notifying them that GC's website infringed upon its copyrights and 19 trademarks by, among other things, offering the Caligula motion picture for viewing 20 by the public for a fee. General Media demanded that GC and Frommer cease and 21 desist from using the CALIGULA Marks and copyright protected material on their 22 website. 23 21. Also on or about September 17, 2013, General Media sent a takedown 24 notice to the domain manager and host demanding that the infringing material be 25 taken down from Frommer's and GC's website. The domain host took down GC's 26 website. 27 22. On September 25, 2013, GC filed a Complaint for Declaratory and 28

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1 Other Relief in the case of In re PMGI Holdings Inc., United States Bankruptcy 2 Court for the District of Delaware Case No. 13-52259-CSS, in which it sought a 3 judicial declaration that it was not infringing on any intellectual property rights, 4 including in the motion picture Caligula, based on its purchase of the personal 5 property of Mr. Guccione at auction and from Mr. Sell. On October 25, 2013, 6 General Media filed an answer and counterclaim against GC. Both the complaint 7 and the counterclaim were later mutually dismissed without prejudice and with no 8 rulings on the merits of any of the claims or counterclaims. 9 23. Penthouse Global Media, Inc. ("Penthouse Global Media") is the 10 successor to and parent owner of the PENTHOUSE brand associated with 11 Penthouse Magazine and related merchandise and services, including the OMNI 12 Marks discussed below. In 2016, Penthouse Global Media acquired the 13 PENTHOUSE brand's assets, including all of its intellectual property and all rights 14 associated to the motion picture Caligula. At no time has Penthouse or any 15 affiliated entity ever transferred or licensed any of its copyrights, trademarks, or 16 other intellectual property to any of the Defendants for any purpose. 17 24. Despite having being informed of its infringement of intellectual 18 property rights protecting Caligula, Defendants have willfully and blatantly 19 continued their unauthorized copying, distribution, sale and other use of Penthouse's 20 intellectual property. More specifically, on or about May 8, 2017, Penthouse 21 discovered that Defendants were offering the motion picture Caligula to the public 22 for sale or rental on the website www.vimeo.com ("Vimeo.com"). 23 25. Defendants also used the CALIGULA Marks on Vimeo.com to 24 advertise the sale and rental of the Caligula motion picture, in a manner that is likely 25 to cause confusion as to the source of the motion picture, in that Defendants 26 describe it as "Bob Guccione's Caligula" and state: 27 28

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1 Bob Guccione’s Caligula is a 1979 erotic historical drama film 2 focusing on the rise and fall of the Roman Emperor Caligula. Starring 3 Malcolm McDowell, Teresa Ann Savoy, Helen Mirren, Peter O'Toole, 4 John Steiner and John Gielgud. Caligula is the only feature film 5 produced by Bob Guccione, founder of Penthouse and OMNI 6 magazines. Guccione cast Penthouse Pets as extras. 7 A unique film of its time, Caligula is the first to feature explicit 8 pornographic content mixed with high production values and a 9 cohesive narrative. Caligula's release was controversial and met with 10 legal issues and controversies over its portrayal of violent and sexual 11 content. The uncut version of Caligula is banned in several countries. 12 OMNI 13 26. Bob Guccione was also one of the founders and the publisher of the 14 science and science fiction magazine OMNI, which was first published in 1978 as a 15 print magazine, and debuted as an online magazine in 1986, and utilized a logo 16 consisting of the word OMNI in stylized font. Through his use of the OMNI mark 17 and logo in commerce to identify the source of the OMNI magazine, Guccione 18 acquired common law trademarks in the word and the logo. 19 27. Penthouse Global Media, Inc. ("Penthouse Global Media") is the 20 successor to, assignee and current owner of the common law OMNI trademarks, and 21 the United States trademark registrations and trademark application for the OMNI 22 trademark, including Registration No. 4932689 for magazines of science fact, 23 fiction and fantasy, Registration No. 4964743 for an internet website featuring 24 electronic publications in the fields of science fiction, science fact, fantasy and 25 futurism, and Serial No. 86002052, as well as international registrations 26 (collectively, the "OMNI Marks"), and all of the goodwill associated with the OMNI 27 Marks. 28

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1 28. Despite the fact that an application for registration of the OMNI Marks 2 in connection with magazines had already been filed with the USPTO by 3 Penthouse's predecessor in interest, signaling to the world that the OMNI Marks 4 were not available for use by Defendants, in 2013, Defendants Frommer and 5 Schwartz again willfully and blatantly disregarded the intellectual property rights of 6 others and began planning to publish an online science and science fiction magazine 7 using the OMNI Marks and to republish and sell archival material from the original 8 OMNI magazine. 9 29. On or about June 27, 2013, Defendant Jerrick Ventures, LLC filed an 10 application for registration of the purported trademark OMNI REBOOT (Serial No. 11 85,972,230), which registration was refused by the United States Patent and 12 Trademark Office because of a likelihood of confusion with a registered OMNI 13 Mark. On or about May 31, 2016, Jerrick Ventures, LLC filed a cancellation 14 proceeding before the Trademark Trial and Appeal Board ("TTAB") seeking to 15 cancel the OMNI Mark (Cancellation No. 92063829). Because Penthouse General 16 Media seeks a declaration in the present action that its registered OMNI Marks are 17 valid and should not be cancelled, it will seek to have the cancellation proceeding 18 before the TTAB stayed pending the judgment in this action. 19 30. Despite knowing of the existence of the registered OMNI Marks, and 20 despite being denied registration of Omni Reboot, Defendants nonetheless 21 proceeded to willfully and blatantly infringe on the OMNI Marks by operating an 22 online magazine at https://omni.media, which it refers to as OMNI Reboot, that not 23 only uses the OMNI Marks in connection with the publication of an online 24 magazine featuring science and science fiction topics, but also contains archival 25 material from the original OMNI magazine, including magazine articles and 26 reproductions of OMNI magazine covers, all without the permission or consent of 27 Penthouse. 28

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1 31. Defendants have issued various press releases to advertise and attract 2 consumer attention to their activities using the OMNI Marks. For example, on or 3 about September 12, 2016, Defendant Jerrick Media Holdings, Inc. released a press 4 release stating, among other things, that: "Jerrick has released a three part series of 5 science fiction stories available for digital download, entitled OMNI Best of Science 6 Fiction One, Two, and Three. Content from the series is featured on Jerrick Media's 7 brand OMNI, born from the science fiction magazine of the 1970s, 80s, and 90s, 8 created by Bob Guccione." On or about May 30, 2017, Jerrick Media Holdings, Inc. 9 issued a press release stating that it had "announced today the launch of The Omni 10 Archive…[that] features every issue of the seminal science fiction publication 11 Omni" and that "Omni Magazine was an award-winning science fiction 12 magazine…[c]reated by publishing mogul Bob Guccione." The press release further 13 advertised that "all 200 issues of the published magazines are available for viewing 14 and purchase on Amazon…. This is the first time the collection has been available 15 for digital download in high-resolution." 16 32. Various media outlets have republished information released by 17 Defendants. For example, on or about June 26, 2017, Variety magazine online 18 (www.variety.com) reported that Defendants Jared Leto and Paradox LLC had 19 partnered with Defendant Jerrick Media to produce original content using the OMNI 20 Marks. Similarly, www.pagesix.com reported that Jared Leto had partnered with 21 Defendant Rick Schwartz to develop a futuristic television anthology under the 22 OMNI Marks. Defendants' dissemination of such information to the media reflects 23 their ongoing and blatant disregard for the intellectual property rights of Penthouse 24 and their manifest intent to capitalize on those rights for their own gain. 25 FIRST CLAIM FOR RELIEF 26 (Copyright Infringement) 27 33. Penthouse incorporates the allegations of each foregoing paragraph as 28

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1 though fully set forth herein. 2 34. Penthouse is the owner of the following registered copyrights relating 3 to the motion picture Caligula: 4 a. Registration No. TX0000204514 (created in 1978 and registered 5 in 1979): Gore Vidal's Caligula (novel); 6 b. Registration No. PA0000083587 (created in 1979 and registered 7 in 1980): Caligula / a Penthouse Films International and Felix 8 Cinematografica, S.R.L. production; a Bob Guccione, Franco Rossellini 9 Production (motion picture); 10 c. Registration No. PA0000449630 (1990 supplement to 11 Registration No. PA0000083587): Caligula By Felix Cinematografica 12 (motion picture); and 13 d. Registration No. PA0001737842 (created in 2007 and registered 14 in 2009): Caligula: The Imperial Edition (motion picture Caligula with 15 alternate pre-release version, The Making of Caligula documentary, audio 16 commentaries, video interviews, deleted scenes, alternate scenes, behind the 17 scenes footage, set photos, packaging text and artwork). 18 35. Defendants have had access to the motion picture Caligula through its 19 widespread distribution since its creation in 1979, as well as through the purchase by 20 Mr. Frommer of various items of Mr. Guccione's memorabilia. Defendant GC's 21 access to the motion picture Caligula was admitted in its complaint for declaratory 22 relief filed on September 25, 2013, in the case of In re PMGI Holdings Inc., United 23 States Bankruptcy Court for the District of Delaware Case No. 13-52259-CSS, in 24 which it sought a judicial declaration that it was not infringing on any intellectual 25 property rights, including in the motion picture Caligula. 26 36. Defendants recently have made a copy of the motion picture Caligula 27 available to the public for purchase or rental on Vimeo.com. 28

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1 37. Penthouse has never transferred or licensed any interest in any 2 copyrights in Caligula to any of the Defendants, either in writing or otherwise, and 3 has not consented to Defendants' reproduction, publication, distribution and sale of 4 the motion picture Caligula. 5 38. Defendants' unauthorized reproduction, publication, distribution and 6 sale of the motion picture Caligula constitutes infringement of Penthouse's 7 registered copyrights in violation of the Copyright Act, 17 U.S.C. §§ 101, et seq. 8 39. Penthouse is informed and believes, and based thereon alleges, that 9 Defendants' copying, distribution and sale of the motion picture Caligula, after 10 being informed of Penthouse's copyrights, was deliberate, willful, malicious, 11 oppressive, and in manifest disregard of Penthouse's proprietary rights. 12 40. Defendants' willful copyright infringement has caused, and will 13 continue to cause, Penthouse to suffer substantial injuries, loss, and damage to its 14 proprietary and exclusive rights to the motion picture Caligula and further has 15 damaged Penthouse's business reputation and goodwill, diverted their trade, and 16 caused loss of profits, all in an as-yet undetermined amount. Penthouse is entitled 17 to compensatory damages, as well as the profits earned by Defendants as a result of 18 their infringement pursuant to 17 U.S.C. § 504. 19 41. Defendants' copyright infringement, and the threat of continuing 20 infringement, have caused and will continue to cause Penthouse repeated and 21 irreparable injury. It would be difficult to ascertain the amount of money damages 22 that would afford Penthouse complete relief at law for Defendants' acts and 23 continuing acts. Penthouse's remedy at law is not adequate to compensate it for the 24 injuries already inflicted and further threatened. Therefore, Penthouse is entitled to 25 preliminary and permanent injunctive relief pursuant to 17. U.S.C. § 502. 26 42. Penthouse is also entitled to recover its attorneys' fees and costs of suit 27 pursuant to 17 U.S.C. § 505. 28

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1 SECOND CLAIM FOR RELIEF 2 (Infringement of Registered Trademark Under 15 U.S.C. § 1114) 3 43. Penthouse incorporates the allegations of each foregoing paragraph as 4 though fully set forth herein. 5 44. Penthouse is the owner of registered OMNI Marks, including 6 Registration No. 4932689 for magazines of science fact, fiction and fantasy, 7 Registration No. 4964743 for an internet website featuring electronic publications in 8 the fields of science fiction, science fact, fantasy and futurism. 9 45. Defendants are using the OMNI Marks in commerce in connection with 10 their online science and science fiction magazine and sales of OMNI magazines and 11 related goods. 12 46. Defendants never sought or received Penthouse Global Media's 13 authorization to use the OMNI Marks in connection with their online magazine or 14 sales. 15 47. Defendants' use of the OMNI Marks is likely to cause and/or has 16 actually caused confusion in the marketplace by creating the false and mistaken 17 impression that Defendants' publication of an OMNI online magazine and related 18 activities are affiliated, connected or associated with Penthouse, or that they 19 originate with, or are sponsored or approved by Penthouse. 20 48. Penthouse is informed and believes, and based thereon alleges, that 21 Defendants' purpose in using the OMNI Marks was and is to deceive, mislead and 22 confuse customers and the public into believing that Defendants' online magazine 23 and related activities are affiliated, connected or associated with Penthouse, or that 24 they originate with, or are sponsored or approved by Penthouse, and to trade on the 25 substantial and historical fame, notoriety, reputation and goodwill associated with 26 the OMNI Marks. 27 49. Defendants' use of the OMNI Marks violates the Lanham Act, 15 28

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1 U.S.C. § 1114. Defendants' use of the OMNI Marks also falls within the definition 2 of a counterfeit mark set forth in the Lanham Act, 15 U.S.C. § 1116(d). 3 50. Defendants’ use of the OMNI Marks has caused and, if not enjoined, 4 will continue to cause, irreparable and continuing harm to Penthouse in the 5 diminution of value and goodwill of the OMNI Marks, and in their impairment to 6 serve as trademarks, for which Penthouse has no adequate legal remedy. 7 Accordingly, Penthouse is entitled to provisional, preliminary and permanent 8 injunctive relief to compel cessation of all infringing and otherwise harmful 9 conduct. 10 51. As a direct and proximate result of Defendants’ wrongful conduct, 11 Penthouse has been and will continue to be damaged by, without limitation, loss of 12 profit, and diminution in the value of the OMNI Marks and in its reputation and 13 goodwill, in an amount to be proven at trial. 14 52. Defendants’ wrongful use of the OMNI Marks was and continues to be 15 knowing, deliberate, willful, fraudulent, and without extenuating circumstances. 16 Because Defendants are intentionally, knowingly, and willfully using counterfeits of 17 the registered OMNI Marks, Penthouse is entitled to recover three times the amount 18 of actual damages or profits, whichever is greater, or statutory damages, and 19 attorney’s fees and costs incurred in this action pursuant to 15 U.S.C. § 1117(a) - 20 (c). 21 THIRD CLAIM FOR RELIEF 22 (False Designation of Origin Under 15 U.S.C. § 1125(a)) 23 53. Penthouse incorporates the allegations of each foregoing paragraph as 24 though fully set forth herein. 25 54. The CALIGULA and OMNI Marks are distinctive of goods and 26 services originating with Penthouse. The Defendants' unauthorized use of the 27 CALIGULA and OMNI Marks, particularly when combined with references to Mr. 28

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1 Guccione and Penthouse, is likely to cause and, on information and belief, has 2 actually caused confusion in the marketplace by creating the false and mistaken 3 impression that Defendants' advertising, rental and sales of the Caligula motion 4 picture, and distribution of the online Omni Reboot magazine, are affiliated, 5 connected or associated with Penthouse, or that they originate with, or are sponsored 6 or approved by Penthouse. 7 55. Defendants' use of the CALIGULA and OMNI Marks has caused and, 8 if not enjoined, will continue to cause, irreparable and continuing harm to Penthouse 9 in the diminution of their value and goodwill as trademarks, and in their impairment 10 to serve as a trademarks, for which Penthouse has no adequate legal remedy. 11 Accordingly, Penthouse is entitled to provisional, preliminary and permanent 12 injunctive relief to compel cessation of all infringing and otherwise harmful 13 conduct. 14 56. As a direct and proximate result of Defendants' wrongful conduct, 15 Plaintiffs have been and will continue to be damaged by, without limitation, lost 16 sales and diminution in the value of the CALIGULA and OMNI Marks and in its 17 reputation and goodwill, in an amount to be proven at trial. 18 57. Defendants' wrongful use of the CALIGULA and OMNI Marks is 19 knowing, deliberate, willful, fraudulent, and without extenuating circumstances. 20 Penthouse is therefore entitled to recover its actual damages and attorney's fees and 21 costs incurred in this action, as well as Defendants' profits from their infringement 22 of the CALIGULA and OMNI Marks. 23 FOURTH CLAIM FOR RELIEF 24 (Trademark Dilution Under 15 U.S.C. § 1125(c)) 25 58. Penthouse incorporates the allegations of each foregoing paragraph as 26 though fully set forth herein. 27 59. The CALIGULA and OMNI Marks are famous and distinctive in that 28

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1 they are widely recognized by the general consuming public as a designation of 2 Penthouse as the source of the goods or services represented by the CALIGULA and 3 OMNI Marks. 4 60. Defendants' use of the CALIGULA and OMNI Marks impairs the 5 distinctiveness of the famous CALIGULA and OMNI Marks and, as such, causes 6 dilution by blurring. 7 61. Defendants willfully intended to trade on the recognition and value of 8 the CALIGULA and OMNI Marks. 9 62. Defendants' use of the CALIGULA and OMNI Marks has caused and, 10 if not enjoined, will continue to cause, irreparable and continuing harm to Penthouse 11 in the diminution of their value and goodwill as trademarks, and in their impairment 12 to serve as a trademarks, for which Penthouse has no adequate legal remedy. 13 Accordingly, Penthouse is entitled to provisional, preliminary and permanent 14 injunctive relief to compel cessation of all infringing and otherwise harmful 15 conduct. 16 63. Defendants’ wrongful use of the CALIGULA and OMNI Marks 17 commenced after October 6, 2006. Defendants’ wrongful use of the CALIGULA 18 and OMNI Marks was and continues to be knowing, deliberate, willful, fraudulent, 19 and without extenuating circumstances. Penthouse is therefore entitled to recover its 20 damages, Defendants' profits, and Penthouse's attorneys' fees and costs of this 21 action, pursuant to 15 U.S.C. § 1117(a). 22 64. Penthouse is further entitled to an order that all materials in the 23 possession of the Defendant bearing the CALIGULA and OMNI Marks be delivered 24 up and destroyed pursuant to 15 U.S.C. § 1118. 25 FIFTH CLAIM FOR RELIEF 26 (Common Law Trademark Infringement) 27 65. Penthouse incorporates the allegations of each foregoing paragraph as 28

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1 though fully set forth herein. 2 66. Defendants are using the CALIGULA Marks in commerce in 3 connection with their advertising, rental and sale of copies of the Caligula motion 4 picture. Defendants are using both the exact word that comprises the CALIGULA 5 Marks, as well as references to Mr. Guccione and Penthouse. 6 67. Defendants are using the OMNI Marks in commerce in connection with 7 their publication of the online Omni Reboot magazine. Defendants are using both 8 the exact word that comprises the OMNI Marks, as well as references to Mr. 9 Guccione and Penthouse. 10 68. Defendants never sought or received Penthouse's authorization to use 11 the CALIGULA Marks or the OMNI Marks. 12 69. Defendants’ use of the CALIGULA and OMNI Marks is likely to cause 13 and/or has actually caused confusion in the marketplace by creating the false and 14 mistaken impression that Defendants' advertising, sales and rentals of the Caligula 15 motion picture, and their online publication of the Omni Reboot magazine, are being 16 marketed are affiliated, connected or associated with Penthouse, or that they 17 originate with, or are sponsored or approved by Penthouse. 18 70. Penthouse is informed and believes, and based thereon alleges, that 19 Defendants' purpose in using the CALIGULA and OMNI Marks was and is to 20 deceive, mislead and confuse customers and the public into believing that 21 Defendants' advertising, sales and rentals of the Caligula motion picture, and their 22 online publication of the Omni Reboot magazine, are affiliated, connected or 23 associated with Penthouse, or that they originate with, or are sponsored or approved 24 by Penthouse, and to trade on the substantial and historical fame, notoriety, 25 reputation and goodwill associated with the CALIGULA and OMNI Marks. 26 71. Defendants' use of the CALIGULA and OMNI Marks violates the 27 common law of the State of California. 28

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1 72. Defendants’ use of the CALIGULA and OMNI Marks has caused and, 2 if not enjoined, will continue to cause, irreparable and continuing harm to Penthouse 3 in the diminution of value and goodwill of the CALIGULA and OMNI Marks, and 4 in their impairment to serve as trademarks, for which Penthouse has no adequate 5 legal remedy. Accordingly, Penthouse is entitled to provisional, preliminary and 6 permanent injunctive relief to compel cessation of all infringing and otherwise 7 harmful conduct. 8 73. As a direct and proximate result of Defendants’ wrongful conduct, 9 Penthouse has been and will continue to be damaged by, without limitation, loss of 10 profit, and diminution in the value of the CALIGULA and OMNI Marks and in its 11 reputation and goodwill, in an amount to be proven at trial. 12 SIXTH CLAIM FOR RELIEF 13 (Common Law Unfair Competition) 14 74. Penthouse incorporates the allegations of each foregoing paragraph as 15 though fully set forth herein. 16 75. Defendants’ use of the CALIGULA and OMNI Marks has the effect of 17 passing off Defendants' advertising, sale and rental of the Caligula motion picture, 18 and their online publication of the Omni Reboot magazine and related sales 19 activities, as being produced, endorsed or authorized by Penthouse. 20 76. Defendants’ misconduct constitutes unfair competition in that it offends 21 established public policy and is immoral, unethical, oppressive, unscrupulous and 22 injurious to consumers. 23 77. As a direct and proximate result of Defendants’ wrongful conduct, 24 Penthouse has been and will continue to be damaged by, without limitation, loss of 25 profit, and diminution in the value of the CALIGULA and OMNI Marks and in their 26 reputation and goodwill, in an amount to be proven at trial. 27 78. The acts of unfair competition alleged herein were committed with 28

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1 oppression, fraud and malice. Specifically, Defendants used the CALIGULA and 2 OMNI Marks with knowledge that Penthouse owns the exclusive right to such use. 3 Defendants’ continuing use of the CALIGULA and OMNI Marks was unauthorized 4 and caused consumer confusion, resulting in continuing injury to Penthouse. 5 79. Penthouse requests the imposition of exemplary damages pursuant to 6 California Civil Code § 3294. 7 SEVENTH CLAIM FOR RELIEF 8 (Unfair Competition in Violation of 9 California Business & Professions Code § 17200, et seq.) 10 80. Penthouse incorporates the allegations of each foregoing paragraph as 11 though fully set forth herein. 12 81. Defendants’ unauthorized use of the CALIGULA and OMNI Marks 13 constitutes unlawful, unfair or fraudulent business acts or practices within the 14 meaning of California Business & Professions Code § 17200. 15 82. Defendants’ wrongful conduct has caused and, if not enjoined, will 16 continue to cause irreparable and continuing harm to Penthouse, for which it has no 17 adequate legal remedy. 18 EIGHTH CLAIM FOR RELIEF 19 (Trademark Dilution in Violation of 20 California Business & Professions Code § 14247, et seq.) 21 83. Penthouse incorporates the allegations of each foregoing paragraph as 22 though fully set forth herein. 23 84. The CALIGULA and OMNI Marks are famous and distinctive in 24 California in that they are widely recognized by the general consuming public of 25 this state as a designation of Penthouse as the source of the goods or services 26 represented by the CALIGULA and OMNI Marks. 27 85. Defendants began using the CALIGULA and OMNI Marks without 28

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1 authorization from Penthouse after the CALIGULA and OMNI Marks had become 2 famous. 3 86. Defendants' unauthorized use of the CALIGULA and OMNI Marks is 4 likely to cause dilution of the famous CALIGULA and OMNI Marks. 5 87. Defendants’ unauthorized use of the CALIGULA and OMNI Marks 6 has caused and, if not enjoined, will continue to cause irreparable and continuing 7 harm to Penthouse, for which it has no adequate legal remedy. 8 88. Defendants' dilution of the CALIGULA and OMNI Marks was willful, 9 as evidenced by their continuing use of the CALIGULA and OMNI Marks after 10 being advised of Penthouse's exclusive trademark rights, entitling Penthouse to an 11 award of up to three times Defendants' profits from, and up to three times all 12 damages suffered by reason of Defendants' wrongful use of the CALIGULA and 13 OMNI Marks, pursuant to Sections 14247(b) and 14250 of the California Business 14 & Professions Code. 15 NINTH CLAIM FOR RELIEF 16 (Declaratory Relief) 17 89. Penthouse incorporates the allegations of each foregoing paragraph as 18 though fully set forth herein. 19 90. This is an action for declaratory judgment of the Penthouse's priority of 20 right as to the OMNI Marks pursuant to the Lanham Act, 15 U.S.C. § 1057(c). 21 91. An actual and justiciable controversy exists between Penthouse and 22 Defendant Jerrick Ventures LLC regarding the parties' respective rights in regards to 23 the OMNI Marks, as evidenced by Jerrick Ventures LLC's filing of a Petition for 24 Cancellation of a registered OMNI Mark (Cancellation No. 92063829) (the 25 "Cancellation"), 26 92. The registrant of the OMNI Mark that Jerrick Ventures LLC seeks to 27 cancel filed an intent-to-use application with the United States Patent and 28

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1 Trademark Office on or about June 6, 2012. The OMNI Mark was registered on the 2 Principle Register on April 5, 2016 (Reg. No. 4,932,689). All of the OMNI Marks 3 were subsequently assigned to Penthouse, along with all of the goodwill associated 4 with them. 5 93. In its Cancellation, Jerrick Ventures LLC admits that it did not start 6 using the OMNI or OMNI REBOOT marks in commerce until in or about August 7 2013. Jerrick Ventures LLC further admits that it did not file an application to 8 register the purported OMNI REBOOT trademark until June 27, 2013. 9 94. Jerrick Ventures LLC contends in the Cancellation that the OMNI 10 Mark should be cancelled because (a) there is a likelihood of confusion between the 11 OMNI and OMNI REBOOT marks, (b) the registrant of the OMNI Mark had no 12 bona fide intent to use the OMNI Mark in commerce at the time she filed her intent- 13 to-use application, and (c) Jerrick Ventures LLC obtained the right to use the OMNI 14 Mark and all of the goodwill associated therewith from the Estate of Bob Guccione. 15 95. Penthouse denies the above-referenced contentions of Jerrick Ventures 16 LLC in the Cancellation and contends, and seeks this Court’s declaration, that the 17 registrant's filing of the intent-to-use application on June 6, 2012, conferred a 18 priority of right superior to any rights of Jerrick Ventures LLC in any purported 19 OMNI REBOOT trademark and that the Cancellation should be dismissed with 20 prejudice. 21 TENTH CLAIM FOR RELIEF 22 (False Advertising in Violation of California 23 Business and Professions Code § 17500, et seq.) 24 96. Penthouse incorporates the allegations of each foregoing paragraph as 25 though fully set forth herein. 26 97. Defendants have disseminated press releases and other online 27 publications falsely indicating or stating that they are the owners of the OMNI and/ 28

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1 or CALIGULA Marks and copyrights in an effort to make sales of copies of the 2 Caligula motion picture, the OMNI magazines, memorabilia, and other goods. 3 98. Defendants know that they do not own the OMNI and CALIGULA 4 Marks or copyrights. Not only have they not been assigned any such copyrights or 5 trademarks, but the USPTO expressly refused to register Defendants' purported 6 OMNI REBOOT mark due to the prior registration of one of the OMNI Marks, and 7 Penthouse has notified Defendants of their infringement, including by way of its 8 September 2013 cease and desist letter to Defendants GC and Frommer. 9 99. Defendants' false statements as to their ownership of the OMNI and 10 CALIGULA Marks and copyrights are causing consumers to purchase copies of the 11 OMNI magazine and Caligula motion picture from Defendants, instead of from 12 Penthouse, the rightful owner of the intellectual property rights. 13 100. Defendants' conduct constitutes false advertising in violation of 14 California Business and Professions Code § 17500, et seq. 15 101. As a direct and proximate result of Defendants’ false advertising, 16 Penthouse has been and will continue to be damaged by, without limitation, loss of 17 profit, and diminution in the value of the CALIGULA and OMNI Marks and in its 18 reputation and goodwill, in an amount to be proven at trial. If not enjoined, 19 Defendants' false advertising will continue to cause irreparable and continuing harm 20 to Penthouse, for which it has no adequate legal remedy. 21 ELEVENTH CLAIM FOR RELIEF 22 (Unjust Enrichment) 23 102. Penthouse incorporates the allegations of each foregoing paragraph as 24 though fully set forth herein. 25 103. Through their wrongful and willful use of Penthouse's intellectual 26 property, Defendants have received various benefits, including revenues generated 27 by the publication and distribution of the Caligula motion picture and the OMNI 28

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1 Magazine, as well as press, media and consumer attention to their unauthorized 2 activities. Defendants have unjustly retained all such benefits at the expense of 3 Penthouse and have been unjustly enriched. 4 104. As a direct and proximate result of Defendants’ unjust retention of the 5 benefits they have received from their use of Penthouse's intellectual property, 6 Penthouse has been and will continue to be damaged by, without limitation, loss of 7 profit, and diminution in the value of the CALIGULA and OMNI Marks and in its 8 reputation and goodwill, in an amount to be proven at trial, for which it is entitled to 9 restitution. 10 PRAYER FOR RELIEF 11 WHEREFORE, Penthouse prays for relief as follows: 12 1. The damages sustained by Penthouse and Defendants’ profits; 13 2. Treble damages for use of a counterfeit trademark pursuant to 15 14 U.S.C. § 1117(b); 15 3. Punitive damages; 16 4. Injunctive relief prohibiting Defendants from any future unauthorized 17 use of Penthouse's property that is the subject of this lawsuit; 18 5. An order that all materials in the possession of the Defendant bearing 19 the CALIGULA and OMNI Marks be delivered up and destroyed; 20 6. A judicial declaration that registrant's filing of the intent-to-use 21 application on June 6, 2012, conferred a priority of right superior to any rights of 22 Jerrick Ventures LLC in any purported OMNI REBOOT trademark and that the 23 Cancellation should be dismissed with prejudice. 24 7. Penthouse's costs in this action and reasonable attorney’s fees and 25 expenses; 26 8. Prejudgment interest; and 27 9. For such additional and further relief as this Court deems just and 28

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1 proper. 2 Dated: July 6, 2017 SEDGWICK LLP 3

4 By: /s/ Caroline H. Mankey 5 Caroline H. Mankey Attorneys for Plaintiffs 6 PENTHOUSE GLOBAL MEDIA, INC. 7 and GENERAL MEDIA COMMUNICATIONS, INC. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 DEMAND FOR JURY TRIAL 2 Plaintiffs Penthouse Global Media, Inc. and General Media Communications, 3 Inc. hereby demand a trial by jury on all issues triable by jury.

4 Dated: July 6, 2017 SEDGWICK LLP

5 6 By: /s/ Caroline H. Mankey Caroline H. Mankey 7 Attorneys for Plaintiff 8 PENTHOUSE GLOBAL DIGITAL INC. and GENERAL MEDIA 9 COMMUNICATIONS, INC.

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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