1 Thomas B. Mayhew (State Bar No. 183539) Carly O. Alameda (State Bar No. 244424) 2 Alex Reese (State Bar No. 280530) Farella Braun + Martel LLP 3 235 Montgomery Street, 17th Floor San Francisco, California 94104 4 Telephone: (415) 954-4400 Facsimile: (415) 954-4480 5 Attorneys for Plaintiff/Petitioner 6 BENJAMIN NAGEL 7 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 COUNTY OF ALAMEDA 11 12 BENJAMIN “BENNO” NAGEL, Case No. ______13 Plaintiff and Petitioner VERIFIED COMPLAINT FOR 14 DETERMINATION OF BOARD vs. MEMBERS, AND RELATED 15 DECLARATORY RELIEF; PETITION STEVEN ALDRICH, BARNEY FOR WRIT OF MANDATE 16 SCHAUBLE, EDREECE ARGHANDIWAL, AND DOES 1-10, 17 TRIAL PREFERENCE REQUESTED CORPORATIONS CODE § 709 18 Defendants and Respondents, CODE CIVIL PROCEDURE § 1062.3 and 19 OAKLAND PRO SOCCER LLC, dba THE 20 OAKLAND ROOTS, and MICHAEL 21 GEDDES, 22 Nominal Defendants and Respondents. 23 24 25 26 27 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor San Francisco, California 94104 39520\13857975.4 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 Plaintiff Benjamin “Benno” Nagel (“Plaintiff” or “Nagel”) for his complaint and petition 2 for writ of mandate against Defendants/Respondents Steven Aldrich, Barney Schauble, and 3 Edreece Arghandiwal (collectively, with DOES 1-10, “Defendants”) and Oakland Pro Soccer 4 LLC, dba the Oakland Roots (“Oakland Roots”) and Michael Geddes as Nominal 5 Defendants/Respondents, alleges as follows. 6 NATURE OF THE ACTION 7 1. Nagel, with his friend Arghandiwal, co-founded a new professional soccer team in 8 Oakland: Oakland Pro Soccer LLC, dba the Oakland Roots (“Oakland Roots”). Nagel was the 9 primary founder and president, working full-time on the vision for the last four years; 10 Arghandiwal helped when he could, and eventually quit his day job in 2019 to become full-time 11 Chief Marketing Officer. 12 2. The Oakland Roots was founded to be more than just a professional soccer club. 13 Nagel sought to create an organization that was authentically Oakland, community-based, and 14 harnesses the power of sport as a force for social good. 15 3. Launching a professional soccer team takes money, and Nagel and Arghandiwal 16 eventually connected with two early major investors: Steven Aldrich and Barney Schauble. With 17 Aldrich and Schauble’s money, and Nagel and Arghandiwal’s heart and hustle, the team has 18 moved up in the world. After starting in the National Independent Soccer Association (“NISA”), 19 it played to sell-out crowds and, based on its success and recognition both on the field and with the 20 fans, was admitted in mid-2020 to the United Soccer League Championship, the second division 21 of U.S. Soccer (comparable to AAA in Major League Baseball). 22 4. The current, operative Second Amended and Restated Operating Agreement 23 (“Operating Agreement”) of the LLC provides for a specified division of control: Nagel as the 24 majority owner within the “Class F” Founders Class would control two board seats, with Nagel 25 and Arghandiwal as the initial appointees, and Aldrich and Schauble as the initial major funders 26 would control two board seats, with themselves as the initial appointees. Funders and founders 27 would share control equally, and agree on a common vision for the organization. 28 5. On October 23, 2020, Aldrich and Schauble violated the non-waivable covenant of

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 1 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 good faith and fair dealing and fiduciary duties required of all board members in an LLC. They 2 came to the board with a secret plan, pre-coordinated with Arghandiwal, to remove Nagel from the 3 board and from his position as president. Specifically, they had a secret agenda to grant 4 Arghandiwal additional equity interests, effective immediately, so that Arghandiwal could become 5 the majority interest holder among the Class F founders; Arghandiwal would then use his newly 6 granted interests to remove Nagel from the board. 7 6. Under the Operating Agreement as drafted, this was impossible without Nagel’s 8 agreement: Nagel had the ability to appoint whoever he wanted to the two board seats he 9 controlled, and so had he known about Aldrich, Schauble, and Arghandiwal’s plan beforehand, he 10 could have effectively blocked it by removing Arghandiwal and replacing him with a different 11 Manager. By hiding their plan and ambushing him at the meeting – by violating their duty to deal 12 with him in an honest and straightforward manner, as required by the covenant of good faith and 13 fair dealing and their non-waivable fiduciary duties – the three denied Nagel of the protection that 14 the Operating Agreement gave him as the company’s principal founder. Defendants’ actions also 15 violated a number of other provisions of the Oakland Roots operating agreement. 16 7. This lawsuit is for a declaration that Nagel retains the right to appoint two members 17 of the board, and to reverse the actions taken in violation of law and contract on October 23, 2020. 18 8. Section 709 of the California Corporations Code (“Section 709”) provides as 19 follows: 20 (a) Upon the filing of an action therefor by any shareholder or by any person who claims to have been denied the right to vote, the superior court of the proper county shall try 21 and determine the validity of any election or appointment of any director of any domestic corporation, or of any foreign corporation if the election was held or the 22 appointment was made in this state. In the case of a foreign corporation the action 23 may be brought at the option of the plaintiff in the county in which the corporation has its principal office in this state or in the county in which the election was held or the 24 appointment was made.

25 (b) Upon the filing of the complaint, and before any further proceedings are had, the court 26 shall enter an order fixing a date for the hearing, which shall be within five days unless for good cause shown a later date is fixed, and requiring notice of the date for the 27 hearing and a copy of the complaint to be served upon the corporation and upon the person whose purported election or appointment is questioned and upon any person 28 (other than the plaintiff) whom the plaintiff alleges to have been elected or appointed,

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 2 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 in the manner in which a summons is required to be served, or, if the court so directs, by registered mail; and the court may make such further requirements as to notice as 2 appear to be proper under the circumstances. 3 (c) The court may determine the person entitled to the office of director or may order a 4 new election to be held or appointment to be made, may determine the validity, effectiveness and construction of voting agreements and voting trusts, the validity of 5 the issuance of shares and the right of persons to vote and may direct such other relief as may be just and proper. 6 7 9. Pursuant to Section 709, Code of Civil Procedure section 1060 and 1062.3, and 8 1085-1094, and this Court’s declaratory relief and equitable power over companies doing business 9 in and formed under the laws of this State, Nagel seeks that this Court set this case for hearing on 10 the earliest possible date and order the following: 11 (1) Declare that Benjamin Nagel and John Nagel are the only validly appointed “Class F 12 Managers” of Oakland Roots; 13 (2) Declare that putative manager Edreece Arghandiwal and his putative appointee 14 Michael Geddes, who defendants claim are managers as a result of defendants’ actions on October 15 23, 2020, are not validly appointed as managers; and 16 (3) Declare the actions of the board of managers on October 23, 2020 invalid, as well as 17 any subsequent actions of the board during the period where Benjamin Nagel has been wrongfully 18 excluded from the decision-making process as a manager. 19 THE PARTIES 20 10. Plaintiff Benjamin Nagel is an individual residing in Oakland, California. He is the 21 primary co-founder of Oakland Pro Soccer LLC, dba the Oakland Roots. He is a member and 22 Class F Manager. He served as President of the organization until October 23, 2020, when 23 defendants Aldrich and Schauble voted to remove him as President and then purported to 24 terminate his employment a little over a week later. 25 11. Defendant Oakland Pro Soccer LLC, dba The Oakland Roots is a professional 26 soccer club based in Oakland, California. Its principal place of business is in Oakland, California. 27 It is a limited liability company formed and operating under California law. 28 12. Defendant Steven Aldrich is an individual residing in Los Altos, in Santa Clara

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 3 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 County, California. He is the Chair of the Oakland Roots, an investor in the club, and a member- 2 manager holding Class A interests. 3 13. Defendant Barney Schauble is an individual residing in Larkspur, in Marin County, 4 California. He is an investor in the Oakland Roots and a member-manager holding Class A 5 interests. 6 14. Defendant Edreece Arghandiwal is an individual residing in San Ramon, in Contra 7 Costa County, California. He is a cofounder of the Oakland Roots and its Chief Marketing 8 Officer. Defendants claim that he is a member-manager and has been given majority control of 9 Class F by their actions on October 23, 2020. 10 15. Nominal defendant Michael Geddes is an individual residing in Oakland, in 11 Alameda County, California. Defendants claim that he is a member-manager, appointed by 12 Arghandiwal to the board. He is joined in this suit not because he did anything wrong (to Nagel’s 13 current knowledge), but only because his status and powers as a putative manager of Oakland 14 Roots would be affected by the judgment of this Court. 15 16. Nagel is ignorant of the true names or capacities of the defendants sued as DOES 1- 16 10. Nagel thus sues these fictitious defendants pursuant to Section 474 of the California Code of 17 Civil Procedure. 18 17. Together, Aldrich, Schauble, Arghandiwal and DOES 1-10 are referred to herein as 19 the “Defendants.” 20 JURISDICTION AND VENUE 21 18. This Court has jurisdiction over the Defendants pursuant to Section 410.10 of the 22 California Code of Civil Procedure. 23 19. Venue is proper in this judicial district under Section 395 and 395.5 of the 24 California Code of Civil Procedure. The Operating Agreement at issue in this case was entered 25 into in Alameda County. Oakland Roots is headquartered in and operates out of Alameda County. 26 Additionally, acts and omissions leading to liability in this case occurred in Alameda County. 27 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 4 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 GENERAL ALLEGATIONS 2 A. The Operating Agreement And Governance Framework Of Oakland Roots. 3 20. Four years ago, Nagel and Arghandiwal decided to create pro soccer in Oakland, 4 and to make it both authentically Oakland and a force for social good. They worked hard, and the 5 organization they built eventually attracted investments from Steven Aldrich and Barney 6 Schauble. 7 21. After the first round of investment, the ownership table was as follows:

8 Benjamin Nagel 20.5%

9 Edreece Arghandiwal 10.5%

10 Steven Aldrich 31%

11 Barney Schauble 31%

12 Everyone else 7% 13

14 22. To help protect the founders from having their control diluted as additional 15 fundraising occurred, the Second Amended and Restated Operating Agreement of Oakland Pro 16 Soccer LLC, a California Limited Liability Company (the “Operating Agreement”) created three 17 classes of voting for who would be on the Board. The Board was initially set at four (4) 18 Managers, appointed as follows: 19 a. Class F (for Founder) is Nagel and Arghandiwal. “The Class F Members shall be 20 entitled to appoint half of the Managers of the Board of Managers… The Class F 21 Members, by a simple majority Vote of their respective Percentage Interests, may choose, 22 and may modify, any method for appointing (and for removing) the Class F Manager(s). 23 The initial Class F Managers shall be Edreece Arghandiwal and Benjamin Nagel.” Op. 24 Agmt. 4.4(b)(ii). Prior to October 23, 2020, it is undisputed Nagel had the majority 25 percentage interest as between him and Arghandiwal. 26 b. Class A is Aldrich and Schauble. “The Class A Members shall be entitled to 27 appoint half of the Managers of the Board of Managers… The Class A Members, by a 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 5 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 simple majority Vote of their respective Voting Percentages, may choose, and may modify, 2 any method for appointing (and for removing) the Class A Manager(s). The initial Class A 3 Managers shall be Steven Aldrich and Barney Shauble.” Id. § 4.4(b)(i). 4 c. Class C is everyone else; they get no vote on Managers. Id. § 3.1(b). 5 6 23. The system is designed to make sure that neither the founders nor the funders 7 always get their way: Class A and Class F each get two votes on the Board, so they have to work 8 together. 9 B. The Dispute: Within Class F Members – Benjamin Nagel and Edreece Arghandiwal – Which Holds The Majority? 10 24. Under the Operating Agreement, the holder of a majority of the Class F interests is 11 entitled to elect half of the Board. The central dispute between the parties is whether Nagel 12 continues to hold the majority of the respective Percentage Interests vis-à-vis the other Class F 13 Member Arghandiwal, or whether by voting to grant Arghandiwal additional equity at the October 14 23, 2020 board meeting, defendants changed the majority control that Nagel had. 15 25. There are three major reasons why Nagel retains the majority of respective 16 Percentage Interests vis-à-vis Arghandiwal: 17 (a) The actions on October 23, 2020 are invalid because of the way in which the 18 decision was made. Good faith and fair dealing, and the fiduciary duties owed by defendants to 19 Nagel as their co-owner and fellow manager, required that the defendants deal with Nagel in an 20 honest, open, and straightforward manner. Instead, they did not tell him of their agenda until the 21 October 23, 2020 meeting started. This prevented him from protecting his own interests by 22 appointing a different board member. Because the additional grant to Arghandiwal would not 23 have occurred had the defendants complied with their legal duties of honesty, loyalty to fellow co- 24 owners, and fair dealing, Nagel remains the majority owner of Class F, and Arghandiwal’s 25 purported removal of Nagel from the board, and appointment of himself and Geddes, are invalid. 26 (b) The purported grant of additional equity to Arghandiwal on October 23, 2020 is 27 also invalid because the board does not have the power to grant additional ownership interest to 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 6 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 Arghandiwal under the terms of the LLC’s operating agreement. 2 (c) Even if the purported grant of additional equity to Arghandiwal on October 23, 3 2020 were valid, Arghandiwal still does not have more equity than Nagel, because of Nagel’s anti- 4 dilution rights under the operating agreement. 5 These three reasons are further described below. 6 1. The Actions On October 23, 2020 Are Invalid Because Of The Breach Of The Covenant Of Good Faith And Fair Dealing, And Breach Of 7 Fiduciary Duties, By The Defendants. 8 26. Defendants Nagel, Schauble, and Arghandiwal each owed a duty of good faith and 9 fair dealing to Nagel as a member of the LLC and fellow manager. They further owed him duties 10 of loyalty and honesty. 11 27. These duties were breached by their actions in connection with the October 23, 12 2020 board meeting. 13 28. Before the October 23, 2020 board meeting, there had been discussion over a 14 number of months about granting both Nagel and Arghandiwal additional “profits interests” in the 15 company, as part of new employment contracts. The additional interests would be styled as “Class 16 P” profits interests, and would require an amendment to the operating agreement. 17 29. At all times during the discussion concerning the new employment contracts, each 18 of the defendants affirmed that Nagel would retain the majority interest vis-à-vis Arghandiwal, 19 because both would be given additional interests, but not enough for Arghandiwal to have more 20 than Nagel. The proposed additional profits interests were to vest over a four year period. 21 30. In the agenda for the October 23, 2020 meeting, Nagel was told that the board 22 would discuss the two employment offers, that the additional interest in the company would take 23 the form of “Class P” profits interests that would require a change to the operating agreement, that 24 the interests would vest over time, and that Arghandiwal would receive fewer “Class P” profits 25 interests than him. Under the proposal that Nagel was told about in advance of the meeting, Nagel 26 would retain the right to appoint or remove the two Class F Managers on the board. 27 31. In defendants’ secret agenda, Nagel would not get an employment offer and instead 28 would be fired, Arghandiwal would be given “Class F Membership Interests” sufficient to make

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 7 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 him the new majority interest holder with power to remove Nagel from the board, and the interests 2 would vest immediately. Defendants Aldrich, Schauble, and Arghandiwal were each aware of 3 defendants’ secret agenda, and did not inform Nagel of this plan at any point prior to the meeting. 4 32. On the morning of October 23, 2020, at 10 a.m. the meeting began by telephone 5 conference. 6 33. Unlike every other board meeting in Oakland Roots’ history, this time Defendant 7 Aldrich invited a corporate lawyer from the law firm of O’Melveny & Myers in Century City, who 8 prepared minutes. 9 34. Things happened fast, and Nagel quickly learned the first item of business – which 10 had never been discussed or raised with him prior to this moment – was to grant Arghandiwal one 11 hundred and eleven “Class F Membership Interests” that would vest immediately. When Nagel 12 asked how much ownership interest Arghandiwal would have in Oakland Roots upon the grant of 13 this new kind of membership interest, Aldrich gleefully responded: “More than you.” The 14 proposal would therefore grant Arghandiwal control over the two Class F Manager seats. The 15 meeting notes prepared by the O’Melveny attorney reflect this happened within four minutes of 16 the scheduled start of the meeting: 17 18 19 20 21 22 23 35. Upon realizing he was being ambushed, and that Defendant Arghandiwal had cut 24 his own deal on the side with Defendants Aldrich and Schauble without telling him, Nagel tried to 25 protect his control over half of the Board by immediately removing Arghandiwal from the Board. 26 Under the Operating Agreement, at that moment Nagel still had the majority of Class F 27 Membership Interests, and the power to appoint or remove the two Class F Managers. 28 36. At 10:05 am, Nagel put his decision to remove Arghandiwal from the Board in

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 8 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 writing, sending an email giving notice of this decision. This was recorded in the minutes as 2 follows: 3 4 5 6 37. After removing Arghandiwal from the Board, there were only three valid 7 Managers. Nagel then tried to invoke Section 4.4(b)(iii) which applies “if the size of the Board is 8 set at an odd number” and it requires that the Board work together to select a fourth, independent 9 board member, including through mediation if necessary. See Op. Agmt. at § 4.4(b)(iii) and 4.4(c) 10 (“Deadlock”). Nagel said that because there were now only three board members, the meeting 11 should stop until they jointly and in good faith selected a fourth member. 12 38. But Defendants Aldrich and Schauble insisted that the Board could go forward with 13 decisions. So at 10:07, three minutes after informing Nagel of the proposal, and without providing 14 time for a new board Manager to be appointed, Defendants Schauble and Aldrich voted to give 15 Defendant Arghandiwal extra equity effective immediately, and Defendant Aldrich “declared the 16 motion passed as 2:1 in favor.” 17 39. Aldrich and Schauble now continued the meeting over Nagel’s objection that they 18 should adjourn to identify a new Manager, and his complaints that he was being treated unfairly 19 by them. Schauble then moved to remove Nagel as an officer of the company, i.e., to fire him. 20 Aldrich amended the motion, and a vote was then held to place Nagel on “administrative leave” 21 and to authorize Defendant Aldrich to negotiate a “severance package” with Nagel. Neither of 22 these proposals – both effectively leading to the same result – had been on the stated agenda at any 23 point prior to the meeting, and Nagel had not been informed of the fact that defendants intended to 24 take such a vote at the meeting. In fact, in defendants’ secret agenda these actions had been pre- 25 planned, but in violation of the duty of good faith and fair dealing, and the fiduciary duties they 26 owed to Nagel, defendants Aldrich and Schauble did not inform him of their plan. 27 40. The minutes assert, in the euphemistic way that corporate lawyers use language, 28 that “Benjamin Nagel left the meeting and did not vote,” that Defendants Aldrich and Schauble

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 9 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 voted yes, and that Aldrich declared the motion “passed as 2:0 in favor.” In fact, Nagel indicated 2 his opposition to the proposal to fire him, then hung up in disgust because it was clear that the 3 defendants were not going to deal with him fairly, honestly, or in good faith. 4 41. On the afternoon of October 23, 2020, Defendant Arghandiwal sent a two sentence 5 email: “My new employment agreement, which was approved at today’s board meeting, is now 6 fully executed. As the holder of a majority of the Class F Membership Interests, I am removing 7 Benjamin Nagel as one of the Class F Managers, and appointing myself to one of the two Class F 8 Manager seats.” 9 42. Defendants’ actions in proceeding with a secret agenda to take over complete 10 control of the board, and remove all of Nagel’s equal rights to participate in the management of 11 Oakland Roots, could only succeed because they breached their duties of loyalty, honesty, good 12 faith, and fair dealing. If defendants had proceeded in an honest and straightforward manner, as 13 required by California law, and given Nagel advance notice of their proposals, they knew that 14 Nagel would not agree, and could and would use his legal right to appoint two board members to 15 block their proposal. 16 43. Nagel’s right to appoint two board members was subverted by defendants’ bad 17 faith and dishonest actions. The Court should grant a declaration that the decisions made on 18 October 23, 2020 are invalid because they were made without compliance with the legal duties 19 that required decisions about the management of the LLC to be made with fairness and honesty, 20 rather than secrecy, deception, and unfair surprise. 21 2. The Actions On October 23, 2020 Are Invalid Under The Terms Of The Operating Agreement. 22 44. Aldrich and Schauble’s vote to grant additional equity interests to Arghandiwal is 23 also invalid because it violates the operating agreement’s terms of how additional equity interests 24 can be obtained by existing members. 25 45. Investors in LLCs have defined membership interests that are set by the terms of 26 the organization’s operating agreement. Article 3 governs members and membership interests, 27 and it did not permit Aldrich and Schauble to give equity to Arghandiwal. 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 10 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 46. First, to protect the founders of the company – whose investment in creating the 2 company, getting the team started, and creating its goodwill in the community was “sweat equity” 3 not readily compared to subsequent financial investments by investors – the operating agreement 4 provided that Nagel and Arghandiwal’s ownership stake could not be diluted without their express 5 consent. 6 47. In section 3.1(c), 7 The Percentage Interest of a Class F Member shall not be decreased by the admission of any new Member and the Company’s assignment of a Percentage 8 Interest to the new Member, unless the Class F Member consents in writing to the decrease. 9 10 48. In section 3.3, 11 A new Member may only be admitted to the Company with the approval of at least 75% of the Managers, on such terms as are agreed between the Board of Managers 12 and the new Member, consistent with this Agreement. . . . Pursuant to section 3.1(c), when the Company admits a new Member and assigns a Percentage Interest 13 to the new Member, the Percentage Interest of Class F Members may not be adjusted downwards without the prior written consent of the Class F Member(s) 14 who would be affected by the change. 15 49. Second, regarding additional capital contributions, after someone is already a 16 member, section 3.5 governs: 17 3.5 Additional Capital Contributions. 18 (a) No Member may be required to make any Capital Contribution to the Company 19 other than that required under Section 3.4, except upon unanimous agreement of the Members. 20 21 (b) All additional Capital Contributions made in accordance with subparagraph (a), above, shall be made in proportion to the Members’ Percentage Interests, unless the 22 Members unanimously agree to a different method of determining Capital Contributions. If additional Capital Contributions are made other than on a pro rata 23 basis, the respective Percentage Interests of the Members in the Company shall be adjusted to reflect the total respective Capital Contributions of the Members, unless 24 the Members agree on other specified Percentage Interests, provided that the 25 Percentage Interests of Class F Members may not be decreased, and Schedule A of this Agreement shall be amended accordingly. 26 27 50. Finally, under section 3.7, “Member Loans or Services Are Not Capital 28 Contributions”:

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 11 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 Except as specified in Schedule A [which took into account Nagel and Arghandiwal’s initial investment of services], services by any Members to the 2 Company shall not be considered Capital Contributions to the Company, and loans by any Member to the Company shall not be treated as Capital Contributions to the 3 Company. 4 5 51. The grant of additional equity to Arghandiwal was not because he invested 6 additional funds. If he had, this would have required either (a) unanimous agreement of the 7 Members that all of them would have an equal opportunity to invest pro rata and maintain their 8 proportional share of the organization, or (b) unanimous agreement that Capital Contributions 9 could be made “other than on a pro rata basis.” Section 3.5(a) and (b). There was no unanimous 10 agreement of the Members to the grant of additional equity to Arghandiwal, which would dilute 11 the equity of all Members. 12 52. In addition, if Arghandiwal’s investment was not part of a unanimously approved 13 opportunity for all Members to invest in proportion to their Percentage Interests (under 3.5(a)), 14 then regardless of whether all of the Members unanimously agreed, “the Percentage Interests of 15 Class F Members may not be decreased.” Section 3.5(b). Nagel’s interest could not be diluted by 16 the grant of additional equity to Arghandiwal, as defendants claim. 17 53. Finally, the records of the company show that Arghandiwal in fact did not invest 18 additional funds, or anything at all. His capital contribution is recorded, according to records 19 produced on January 8, 2021, as $10.50. That is the same capital contribution that was recorded 20 back in 2018. On information and belief, the only consideration that Arghandiwal has provided to 21 the company is his services to the company. 22 54. Under section 3.7, services could not be considered a Capital Contribution to the 23 Company, and so Arghandiwal could not receive additional equity in an employment agreement, 24 unless the operating agreement were amended. Section 3.7 of the operating agreement has not 25 been amended, because amendment to the operating agreement would have required unanimous 26 consent of the Members, which did not occur. See section 5.1(b). 27 55. The purported grant of additional equity is thus invalid because it lacked valid 28 consideration in the form of a Capital Contribution, and did not comply with the operating

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 12 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 agreement. 2 56. Any amendment to the operating agreement, which would have been necessary to 3 grant Arghandiwal’s ownership interest and give him, rather than Nagel, control over appointment 4 of Class F Managers, would also have had a particular impact on Nagel’s rights compared to the 5 rights of other Members. It thus would have required an approval of the amendment by majority 6 vote of the class of membership interests that were disproportionately affected, which did not 7 occur. See section 5.1(c). 8 57. Aldrich and Schauble, along with the rest of the board, cannot give away 9 membership interests in the LLC to whoever they want, whenever they want. Their power is 10 limited by the terms of the operating agreement. They did not have the power to give 11 Arghandiwal additional equity without the agreement of all Members. 12 58. Arghandiwal thus did not receive additional equity on October 23, 2020. He did 13 not become the majority of respective Percentage Interests of Class F Members. His attempt to 14 remove Nagel as a Manager on the afternoon of October 23, 2020, his attempt to appoint himself 15 as a Manager on the afternoon of October 23, 2020, and his attempt to appoint Michael Geddes as 16 a Manager on November 30, 2020, are each invalid. 17 3. Regardless Of The Validity Of The Additional Grant Of Equity To Arghandiwal On October 23, 2020, Nagel’s Respective Interest 18 Remains The Majority Of Class F, Because The May 2020 Waiver Of Nagel’s Rights Is Invalid. 19 59. Defendants claim that Nagel agreed to a waiver of his rights in May 2020. 20 Regardless of the validity of the additional grant of equity to Arghandiwal on October 23, 2020, 21 Nagel’s respective interest remains the majority of Class F interests, because the May 2020 waiver 22 of Nagel’s rights is invalid. If Nagel’s anti-dilution rights were not validly waived in May 2020, 23 then the additional 111 membership interests purportedly granted to Arghandiwal are insufficient 24 to give him a larger ownership interest than Nagel’s ownership interest. 25 a. Aldrich’s Use Of The Trump-Approved Tax Vehicle To Control 26 Oakland Roots Prevented His Improper Dilution Of Nagel’s Interests. 27 60. In the 2017 Trump tax bill, a special provision gave special tax treatment to 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 13 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 investments in “opportunity zones,” to encourage investment in economically disadvantaged 2 neighborhoods. The system is unfortunately subject to abuse: rich investors can take advantage 3 of it for pet projects that will make them richer, but provide little or no help to those in the 4 disadvantaged neighborhood that is supposed to benefit. 5 61. Investors in sports teams have taken special advantage of this new Trump tax 6 provision. See New York Times, August 31, 2019, The Bonanza: How A Trump Tax Break to 7 Help Poor Communities Became a Windfall for the Rich, 8 https://www.nytimes.com/2019/08/31/business/tax-opportunity-zones.html (as visited January 16, 9 2021). 10 62. Defendants Aldrich and Schauble decided to exploit this opportunity. They formed 11 an “opportunity fund” called “Oakland Soccer Opportunity Fund LLC,” and now use that vehicle 12 to raise money from investors to invest in Oakland Roots. This will mean that their investment 13 can grow tax free. 14 63. Oakland Soccer Opportunity Fund LLC became a “member” of Oakland Roots in 15 2019. Consent was obtained to its initial investment, purportedly under section 3.3 of the 16 Operating Agreement: $10 million over a three year period. This would have the effect of 17 diluting both Nagel and Arghandiwal. 18 64. Defendants have contended that Nagel and Arghandiwal agreed to two anti-dilution 19 waivers: One from October 2019, and another from May 2020. For purposes of this action, which 20 contests only the control of the board, the validity of Nagel and Arghandiwal’s October 2019 21 waiver of anti-dilution rights pursuant to section 3.3, is not being contested. Nagel reserves all 22 rights to assert any primary rights he has that affect the validity of the October 2019 waiver in a 23 separate action. 24 65. As relevant to this case, the May 2020 waiver is invalid as to Nagel’s interests 25 because, contrary to the operating agreement, it purports to allow an existing member – Oakland 26 Soccer Opportunity Fund LLC – to invest additional capital contributions and obtain additional 27 equity on a non-pro rata basis, diluting the other existing members of the original Oakland Roots 28 LLC, including Class F members Nagel and Arghandiwal. Dilution of Nagel’s and Arghandiwal’s

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 14 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 interests violates section 3.5(b), which provides: 2 If additional Capital Contributions are made other than on a pro rata basis, the respective Percentage Interests of the Members in the Company shall be adjusted to 3 reflect the total respective Capital Contributions of the Members, unless the Members agree on other specified Percentage Interests, provided that the 4 Percentage Interests of Class F Members may not be decreased, and Schedule A of 5 this Agreement shall be amended accordingly.

6 Since Oakland Soccer Opportunity Fund LLC was an existing member as of May 2020, any 7 additional investment from it would be a Capital Contribution subject to Paragraph 3.5(b). Under 8 the phrase “provided that the Percentage Interests of Class F Members may not be decreased,” the 9 additional non-pro rata investment by Oakland Soccer Opportunity Fund LLC could not validly 10 dilute Class F Members Percentage Interests. 11 b. Nagel Did Not Knowingly And Voluntarily Waive His Anti- Dilution Rights in May 2020. 12 66. The May 2020 waiver is also invalid with respect to Nagel because defendants 13 cannot show it was “knowing and voluntary.” A waiver obtained under a mistake of fact, or by 14 misrepresentation, is not “knowing and voluntary.” 15 67. At the time Nagel signed the May 2020 waiver, he believed: 16 a. That the only way to secure additional investment for the organization was to agree 17 to the waiver, 18 b. That he and Arghandiwal would be near-contemporaneously granted additional 19 equity by the board, to offset all or substantially all of the dilution that would take place as a result 20 of the waiver, and 21 c. That he would have the ability to control the terms of any dilution through his 22 subsequent involvement in setting the “price” of any additional investment. The terms of the 23 waiver itself specified that any additional subscription agreement authorizing sale of additional 24 shares would be at a price to be set by all members of the board. 25 68. Nagel was operating under a mistake of fact at the time he signed the May 2020 26 waiver, because the actual situation was contrary to his beliefs: 27 a. It was not true that the only way to secure additional investment for the 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 15 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 organization was for Nagel to agree to the waiver. New investors would have been willing to 2 obtain their interest through dilution of non-founding members. This would have been primarily 3 to Aldrich and Schauble’s disadvantage, because they had the largest non-founding interests. 4 b. It was not true that Nagel and Arghandiwal would be near-contemporaneously 5 granted additional equity by the board, to offset all or substantially all of the dilution that would 6 take place as a result of the waiver. 7 c. Nagel has been denied the right to control the terms of any dilution, because 8 defendants agreed, without consulting Nagel, to sell additional shares to Oakland Soccer 9 Opportunity Fund LLC at a price that was determined by them and without him. With Nagel 10 removed, they also added an investor (indirectly, through the ownership interest in the 11 Opportunity Fund) who Nagel had objected to including in the organization prior to the October 12 23, 2020 meeting, because he thought that taking money from that particular investor was 13 inconsistent with the values of the organization. 14 69. In addition, Aldrich misrepresented the facts to Nagel to secure his consent to the 15 waiver. A waiver obtained by misrepresentation is not “knowing and voluntary.” Aldrich stated 16 to Nagel, during late April or early May, orally, by phone or videoconference while Nagel was at 17 his home under shelter-in-place orders in Oakland, the following representations of fact, each of 18 which were inaccurate: 19 a. That the only way to secure additional investment for the organization was to agree 20 to the waiver, 21 b. That he and Arghandiwal would be immediately granted additional equity by the 22 board, to offset all or substantially all of the dilution that would take place as a result of the 23 waiver, and 24 c. That he would have the ability to control the terms of any dilution through his 25 subsequent involvement in setting the “price” of any additional investment. The terms of the 26 waiver itself specified that any additional subscription agreement authorizing sale of additional 27 shares would be at a price to be set by all members of the board. 28 70. These statements were a substantial factor in Nagel’s decision to sign the May 2020

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 16 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 waiver, and he relied on them in doing so. At the time the statements were made, Nagel trusted 2 Aldrich, who had encouraged Nagel to believe that Aldrich had much more expertise and 3 experience in corporate matters, and that they were partners in the future of Oakland Roots as an 4 organization. 5 71. At the time that Aldrich made these statements, they were not true. On information 6 and belief, Aldrich did not believe them to be true at the time that he made them, or made them 7 without any reasonable basis for asserting them as a fact. In addition, because Aldrich had a 8 fiduciary duty to Nagel, as a fellow member and fellow manager of Oakland Roots, and also 9 because Aldrich had encouraged Nagel to trust and rely on him for counsel concerning corporate 10 matters, and took advantage of Nagel’s trust, an innocent misrepresentation by Aldrich also 11 amounts to constructive fraud. 12 72. In fact, Aldrich knew that he could obtain additional investment without dilution of 13 Nagel’s interest, but he did not want to do so, because his and Schauble’s interests would then 14 suffer greater dilution to obtain the investment. Aldrich took advantage of Nagel’s trust in Aldrich 15 and Aldrich’s experience and expertise in the financing of startups compared to Nagel’s 16 inexperience. 17 73. In fact, Aldrich knew that he did not plan, near-contemporaneously, to grant Nagel 18 and Arghandiwal additional equity to offset all or substantially all of the dilution that would take 19 place as a result of the waiver. 20 74. Aldrich’s actions immediately after the waiver was obtained show that he had no 21 such intention. Instead of immediately asking the company’s corporate attorney to draft equity 22 grants, he waited for months, then told Nagel and Arghandiwal that he did not intend for them to 23 receive equity immediately at all; they would receive equity only over four years, and would 24 receive much lower amounts of equity than what he had previously indicated. Then he changed 25 the terms further, saying they would receive their additional equity only if he did not fire them, 26 and that their employment offer would be “at will” with an absolute right for him to fire them for 27 any reason or no reason at all. 28 75. But worst of all, Aldrich included unfair and unreasonable terms that had never

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 17 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 been discussed, including that Nagel would need to sign a pre-resignation from the board: that if 2 he exercised his absolute right to fire Nagel from the board, Nagel would be removed from the 3 board notwithstanding the operating agreement provision that guaranteed that Class F members – 4 not Aldrich – would be in charge of selecting the Class F Managers. He also included terms 5 requiring Nagel to waive all claims against Aldrich and Schauble – including for anything that 6 Aldrich or Schauble did to harm Nagel in the future, even if Nagel didn’t know about it yet. 7 76. Nagel reacted to Aldrich’s unfair attempt to take over the board and impose these 8 unfair terms by complaining that he had been misled. Aldrich responded that the terms were 9 “standard” and had been suggested by the company’s corporate lawyer, but then refused to let 10 Nagel confirm that the changed terms had originated with the lawyer for the company as opposed 11 to originating from Aldrich himself. 12 77. Aldrich was rebuffed by Nagel’s complaints that the terms of the employment offer 13 were unfair and not in accordance with what had been discussed prior to the signing of the May 14 2020 waiver, and recognized that Nagel would hold him accountable to the values of the 15 organization. Aldrich then formed his secret plan to remove Nagel from control of the 16 organization. As alleged further above, he secretly conspired with Schauble and Arghandiwal to 17 grant Arghandiwal additional equity at the October 23, 2020 meeting, withheld the information 18 from Nagel – telling him instead that the employment offers that had been circulated would be 19 discussed – and then executed his plan in the first seven minutes of the board meeting to remove 20 Nagel from the organization altogether. 21 78. Nagel thus retains the majority among the Class F members. If the October 2019 22 waiver is valid but the May 2020 waiver is not, then even if the October 23, 2020 grant of 23 additional equity to Arghandiwal is valid, Nagel retains the majority of Class F. Arghandiwal’s 24 purported removal of Nagel, appointment of himself, and appointment of Geddes, are each invalid 25 because Arghandiwal does not control the majority of respective interests owned by Class F 26 members. 27 C. The Aftermath 28 79. After the board meeting on October 23, 2020, that same day Aldrich cut off

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 18 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 Nagel’s access to the Oakland Roots computer system, including his emails. He told employees 2 not to take direction from Nagel and that he had been removed as president. 3 80. The next day, on Saturday October 24, 2020, Aldrich sent a letter to Nagel, 4 informing him that he would be terminated as of October 31, 2020, but that in the meantime, he 5 was told that he was specifically instructed not to:

6  take any action or perform any duties on behalf of the Company; 7  come to the Company’s office, facilities, or premises; 8  attend any event where the Company is conducting business; 9  contact the Company’s employees or consultants about work-related matters (whether in person, by telephone, email, text message or otherwise); 10  contact the Company’s investors, vendors, or other business partners; 11  access the Company’s computer or other IT systems or use the Company’s 12 intellectual property or data for any purpose; or

13  use any other Company property for any purpose. 14 Nagel was ordered not to go to the office even to pick up his personal things. The letter was 15 signed by Aldrich, Schauble, and Arghandiwal, who now claimed to have appointed himself as a 16 manager. 17 81. A week later, on October 31, Aldrich emailed a “termination packet” to Nagel, 18 informing him that his termination date had been moved to November 2, to give Nagel an extra 19 month of health insurance. The termination packet contained the most recent version of the 20 operating agreement, and a “Schedule A” that showed the relative ownership interests of the 21 members of Oakland Roots. The Schedule A that Aldrich sent showed that Nagel owned 11.08% 22 of the LLC, and Arghandiwal owned 5.67%. 23 82. Aldrich proposed that the parties mediate concerning a severance package, to 24 resolve their dispute. After Nagel agreed to mediate with the mediator that Aldrich proposed, the 25 mediation was scheduled and conducted on December 11, 2020. 26 83. To protect from any attempt by defendants Aldrich and Schauble to take further 27 board action, Nagel on December 8, 2020 exercised his power, as the rightful owner of a majority 28 of the Class F Ownership shares, to fill the fourth Manager seat which was left vacant after Nagel

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 19 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 removed Arghandiwal as a Manager on October 23, 2020. Nagel appointed his father, John 2 Nagel, as the other Class F Manager in addition to himself. 3 84. Nagel invoked his rights as a member to inspect corporate documents, and on 4 January 8, 2021, was sent, among other things, (1) a document where Arghandiwal purports to 5 appoint Michael Geddes as a manager, (2) a document asserting that Arghandiwal and Geddes are 6 manager, along with Schauble and Aldrich, and (3) a document purporting to show that Nagel 7 owns only 4.60% of Oakland Roots, while purporting to show that Arghandiwal owns 4.90%. 8 FIRST CAUSE OF ACTION

9 (Determination of Validity of Appointment and Removal of Certain Directors, Injunctive Relief, and Other Related Equitable Relief Pursuant to Corporations Code section 709) 10 11 85. Plaintiff realleges and incorporates each and every allegation in the foregoing 12 paragraphs as if fully set forth herein. 13 86. Under Corporations Code section 709 (“Section 709”), the Court is authorized to 14 determine the validity of the appointment of a director, or the effectiveness of a vote to elect a 15 director. This section grants authority to the Court to determine the validity of board membership 16 for companies organized under California law in the event of any dispute, and provides for an 17 accelerated timeline to resolve corporate governance disputes. The provisions of section 709 18 should be interpreted to authorize that this Court can likewise resolve a dispute over the identity of 19 the Managers of an LLC formed under the laws of this State, and headquartered in this County. 20 87. As the majority owner of Class F membership interests, Nagel has at all relevant 21 times had and retains the right to appoint two of the four Managers to the Board. 22 88. As of 10:05 am on October 23, 2020, consistent with his ownership of a majority of 23 the Class F shares, Nagel removed Arghandiwal as a Manager of the Board. That removal was 24 allowed and appropriate under Operating Agreement Section 4.4(b)(ii) and was binding. Pursuant 25 to Section 709, Nagel seeks this Court’s order validating the removal of Arghandiwal as a Class F 26 Manager. 27 89. Nagel was one of the initial Class F Managers under the Operating Agreement. 28 Arghandiwal’s purported removal of Nagel as a Manager, and appointment of himself, on the

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 20 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 afternoon of October 23, 2020 was ineffective because Arghandiwal is not and has never been the 2 owner of a majority of Class F shares. Pursuant to Section 709, Nagel seek this Court’s order 3 validating that Nagel is a Manager, and that Arghandiwal’s purported removal of him as a 4 Manager is invalid, and that Arghandiwal’s attempt to appoint himself as a Manager is invalid. 5 90. On November 30, 2020, Arghandiwal, by email to Schauble, Aldrich, and the 6 corporate lawyer from O’Melveny, stated “Therefore, as the holder of a majority of the Class F 7 Membership Interests, I am choosing to appoint Michael Geddes to the remaining Class F 8 Manager seat of OPS and Oakland Roots SC.” In fact, Arghandiwal did not hold the majority of 9 respective Percentage Interests among Class F members, and so lacked the power he claimed. 10 Pursuant to Section 709, Nagel seeks this Court’s order invalidating the purported appointment of 11 Geddes as a Manager. 12 91. On December 8, 2020, consistent with his ownership of a majority of the Class F 13 shares, Nagel appointed his father, John Nagel, to the fourth Manager position. That appointment 14 was allowed and appropriate under Operating Agreement Section 4.4(b)(ii) and was binding. 15 Pursuant to Section 709, Nagel seeks this Court’s order validating the appointment of John Nagel 16 as a Manager. 17 92. As part of determining the validity of the appointment and removal of Class F 18 Managers set forth above, Nagel requests that this court determine the anti-dilution waiver signed 19 by Nagel in May 2020 are invalid. 20 93. Nagel also seeks injunctive relief restraining and enjoining Defendants from taking 21 any further actions inconsistent with the proper constitution of the Board, made up of the 22 following four Managers: Benjamin Nagel, John Nagel, Defendant Aldrich, and Defendant 23 Schauble. 24 94. Nagel further requests that the Court order the defendants to identity any corporate 25 action that they have taken based on the incorrect assertion that Arghandiwal and/or Geddes, 26 rather than Nagel and John Nagel, are proper Managers of Oakland Roots, and to show cause why 27 those actions should not be voided for lack of proper authority, unless they are ratified after full 28 disclosure of the facts by the properly constituted board of Benjamin Nagel, John Nagel, Aldrich,

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 21 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 and Schauble. 2 SECOND CAUSE OF ACTION 3 (Declaratory Relief/Equitable Supervision) 4 95. Plaintiff realleges and incorporates each and every allegation in the foregoing 5 paragraphs as if fully set forth herein. 6 96. A dispute has arisen between the parties concerning the proper interpretation and 7 application of the operating agreement of Oakland Roots, concerning the equity interests of Nagel 8 and Arghandiwal, respectively, in Oakland Roots, concerning the propriety of the board actions 9 taken on October 23, 2020 and subsequently, and concerning who has been properly appointed or 10 removed as a Manager of Oakland Roots. 11 97. The Court should exercise its power to declare disputed rights, and to exercise 12 equitable supervision over limited liability companies organized under the laws of this State and 13 headquartered in this County, by resolving the parties’ disputes concerning ownership and 14 management of Oakland Roots. Such a declaration is necessary and proper to resolve the disputes 15 of the parties. 16 98. Nagel requests a declaration from this Court of his Percentage Interest in the 17 company, that he retains a majority of respective Percentage Interests among the two Class F 18 members, that the Managers of Oakland Roots consist of himself, John Nagel, Defendant Aldrich, 19 and Defendant Schauble, and no other persons, and that any actions that require a Manager vote 20 taken since October 23, 2020 are invalid and not binding on Oakland Roots as ultra vires. 21 THIRD CAUSE OF ACTION 22 (Writ of Mandate) 23 99. Plaintiff realleges and incorporates each and every allegation in the foregoing 24 paragraphs as if fully set forth herein. 25 100. This Court has the power under Code of Civil Procedure 1085 to issue a writ of 26 mandate, to compel that any board or person perform acts required by the law, and to compel the 27 admission of a party to the use and enjoyment of a right or office to which the party is entitled, and 28 from which the party is unlawfully precluded by such inferior tribunal, corporation, board or

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 22 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 person. 2 101. Defendants have denied and refused the use and enjoyment of the rights and office 3 of Manager to Benjamin Nagel and John Nagel, as alleged above. 4 102. Defendants have also violated their fiduciary duties and the obligation of good faith 5 and fair dealing owed to Benjamin Nagel as a fellow member and fellow Manager of the limited 6 liability company. 7 103. Defendants have unlawfully precluded Benjamin Nagel from the use and 8 enjoyment of his rights as the holder of a majority of the respective Percentage Interests of Class F 9 Members in Oakland Roots. 10 104. This cause of action is pleaded in the alternative to the first and second cause of 11 action above. Absent relief under those causes of action, there is no plain, speedy, and adequate 12 remedy at law. Nagel is beneficially interested in the relief requested, for the reasons stated 13 above. 14 105. Therefore, plaintiff requests that a writ of mandate, either peremptory or alternative 15 as appropriate, be issued compelling Oakland Pro Soccer LLC to recognize that Benjamin Nagel 16 and John Nagel have the offices of Manager, that Edreece Arghandiwal and Michael Geddes do 17 not have the office of Manager, to void and invalidate all ultra vires decisions of the organization, 18 to void and invalidate the actions on October 23, 2020 that were in violation of the fiduciary duties 19 and obligation of good faith and fair dealing that defendants were required by law to comply with, 20 and to recognize and confirm the proper ownership interest of Benjamin Nagel in Oakland Roots. 21 PRAYER FOR RELIEF 22 Plaintiff Benjamin Nagel therefore prays for the following relief: 23 a) A declaration and judgment that the Managers of Oakland Pro Soccer LLC dba 24 Oakland Roots are Benjamin Nagel, John Nagel, Steven Aldrich, and Barney 25 Schauble, and not Edreece Arghandiwal or Michael Geddes; 26 b) A declaration and judgment that the actions of defendants in purporting to 27 authorize a contract or additional equity to Edreece Arghandiwal on October 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 23 (415) 954-4400 VERIFIED COMPLAINT AND PETITION 1 23, 2020, and in attempting to remove Benjamin Nagel as an officer of the 2 company, are invalid; 3 c) A declaration and judgment that any subsequent actions requiring the approval 4 of the Managers of Oakland Pro Soccer LLC are invalid and ultra vires because 5 of the wrongful exclusion of the rightful Managers of the company from the 6 decision; 7 d) A declaration and judgment of the proper and lawful Percentage Interests held 8 by Nagel in Oakland Pro Soccer LLC; 9 e) For a writ of mandate; 10 f) For attorneys’ fees; 11 g) For costs of suit; and 12 h) For all other relief the Court may deem equitable, just and proper. 13 14 Dated: January 20, 2021 Respectfully submitted,

15 FARELLA BRAUN + MARTEL LLP 16 17 By: Thomas B. Mayhew 18 Attorneys for Plaintiff BENJAMIN NAGEL 19 20 21 22 23 24 25 26 27 28

Farella Braun + Martel LLP 235 Montgomery Street, 17th Floor 39520\13857975.4 San Francisco, California 94104 24 (415) 954-4400 VERIFIED COMPLAINT AND PETITION