No. Vancouver Registry In the Supreme Court of British Columbia Between AFSHIN GHOTBI Plaintiff and SIX-FIVE SPORTS & ENTERTAINMENT INC., SIX-FIVE SPORTS & ENTERTAINMENT LP and DEAN SHILLINGTON Defendants NOTICE OF CIVIL CLAIM This action has been started by the plaintiffs for the relief set out in Part 2 below. If you intend to respond to this action, you or your lawyer must (a) file a response to civil claim in Form 2 in the above-named registry of this court within the time for response to civil claim described below, and (b) serve a copy of the filed response to civil claim on the plaintiff. If you intend to make a counterclaim, you or your lawyer must (a) file a response to civil claim in Form 2 and a counterclaim in Form 3 in the above-named registry of this court within the time for response to civil claim described below, and (b) serve a copy of the filed response to civil claim and counterclaim on the plaintiff and on any new parties named in the counterclaim. 17487593.1 04-Dec-25 Vancouver Court File No. VLC-S-S-259209 - 2 - JUDGMENT MAY BE PRONOUNCED AGAINST YOU IF YOU FAIL to file the response to civil claim within the time for response to civil claim described below. Time for response to civil claim A response to civil claim must be filed and served on the plaintiffs, (a) if you were served with the notice of civil claim anywhere in Canada, within 21 days after that service, (b) if you were served with the notice of civil claim anywhere in the United States of America, within 35 days after that service, (c) if you were served with the notice of civil claim anywhere else, within 49 days after that service, or (d) if the time for response to notice of civil claim has been set by order of the court, within that time. CLAIM OF THE PLAINTIFFS Part 1: STATEMENT OF FACTS 1. The Plaintiff, Afshin Ghotbi, is a professional soccer coach with an address for service in these proceedings at c/o 2400 - 200 Granville Street, Vancouver, British Columbia. 2. Mr. Ghotbi has played a significant role in global soccer for more than four decades. He has founded youth soccer academies and served as head coach for clubs competing in the world's top professional leagues. Mr. Ghotbi has served coach for former national teams of several countries who have competed in three previous world championships. 3. The Defendant, Six-Five Sports & Entertainment LP (the "LP") is a limited partnership registered under the laws of British Columbia and with a registered office address at 388- 111 Hastings, West Hastings Street, Vancouver BC, V6E 2J3. 4. The Defendant, Six-Five Sports & Entertainment Inc. ("Six-Five") is the general partner of the LP and a company incorporated pursuant to the laws of British Columbia a registered 17487593.1 3 and records office address at 388- 111 Hastings, West Hastings Street, Vancouver BC, V6E 2J3. 5. Six-Five is in the business of investing in professional sports teams, e-sports, infrastructure and development, and assets in sports memorabilia. 6. The LP operates as a Canadian-based, evergreen investment fund, made up of accredited global investors. Six-Five uses the LP as an investment vehicle. 7. The Defendant, Dean Shillington is a director of Six-Five and the managing partner of the LP and has an address for service unknown to the Plaintiff. 8. SixFive owns the Vancouver Football Club ("Vancouver FC") a professional soccer club that competes in the Canadian Premier League, the top tier of the Canadian soccer league system. 9. In November 2022, Mr. Ghotbi was named the first head coach of Vancouver FC. 10. In or about July 2023, Rob Friend —one of Six-Five's directors, the President and CEO of Vancouver FC and a friend of Mr. Ghotbi, informed Mr. Ghotbi that Vancouver FC was experiencing cash-flow challenges. During this conversation, Mr. Friend asked Mr. Ghotbi if he would be willing to help Vancouver FC financially. 11. Confident in Vancouver FC's prospects under his leadership, Mr. Ghotbi expressed his interest in helping. Mr. Friend advised Mr. Ghotbi that the defendant, Mr. Dean Shillington, would facilitate Mr. Ghotbi's loan to the LP. The Loan Agreement 12. On July 13, 2023, after discussions with Mr. Shillington, Mr. Ghotbi executed a loan agreement with the LP (the "Loan Agreement") whereby Mr. Ghotbi advanced $500,000 to the LP (the "Half-Million Loan"). 13. The Loan Agreement included, inter alio, the following terms: (a) Mr. Ghotbi would advance the Half-Million Loan by July 3,2023; (b) the LP would repay the Half-Million Loan by July 14, 2024 (the "Repayment Date"); (c) the Half-Million Loan would bear interest from July 13, 2023, to the Repayment Date at a rate of 12% per annum, calculated daily; (d) the Half-Million Loan would be secured (the "Security Interest") by the LPs right, title and interest in all of its present and after-acquired personal property, including all of its property and assets, real and personal, moveable or immoveable, of 17487593.1 4 whatever nature and kind both present and future and every interest therein which the LP had or thereafter required (the "Collateral"); (the "Terms") 14. The Loan Agreement included, inter alio, the express representation that the Collateral was genuine, legally and beneficially owned by Six-Five and free of any and all security interests and encumbrances (the "Priority Representation"). 15. On July 13, 2023, Mr. Ghotbi advanced the Half-Million Loan in reliance on the Terms and Representations, and most notably, the Priority Representation. 16. The Priority Representation was important to Mr. Ghotbi. Had the Loan Agreement not contained the Priority Representation and had Mr. Ghotbi believed his Security Interest was subordinate to other creditors, Mr. Ghotbi would not have advanced the Half-Million Loan. The Repayment Representations 17. In July 2024, as the Repayment Date approached, Mr. Ghotbi contacted Mr. Shillington inquiring when the LP would repay the Half-Million Loan plus interest. 18. In response, Mr Shillington requested that Mr. Ghotbi extend the Repayment Date as Vancouver FC needed the funds. 19. To induce Mr. Ghotbi into extending the Repayment Date, Mr. Shillington made, inter alio, the following representation: (a) the Half-Million Loan was "with his money"; (b) the Half-Million Loan plus interest would be repaid as soon as Mr. Ghotbi needed the funds; and (c) The Half-Million Loan would bear interest at a rate of 20% until repayment. (the "Repayment Representations") 20. Mr. Ghotbi did not want to cause Vancouver FC financial hardship and in reliance on Mr. Shillington's Repayment Representations agreed to vary the Repayment Date and allow the Half- Million Investment to be repaid on demand at a later date. 21. The Repayment Representations were important to Mr. Ghotbi. Had Mr. Shillington not made the Repayment Representations, Mr. Ghotbi would have immediately pursued collection of the Half-Million Loan plus interest. 17487593.1 -5 22. Specifically, Mr. Ghotbi agreed to vary the Repayment Date on the basis that the Defendants would repay Half-Million Loan as soon as Mr. Ghotbi demanded same, and, in the interim, the Half-Million Loan would bear interest at a rate of 20%. The Priority Misrepresentation 23. On or around July 21, 2025, Mr. Ghotbi and Six-Five decided to mutually end their professional relationship. As Mr. Ghotbi was preparing to move to Europe to begin the next chapter of his career, he requested that Mr. Shillington repay the Half-Million Loan plus interest. 24. On July 25, 2025, when Mr. Ghotbi pressed for repayment, Mr. Shillington, for the first time, informed him that his Security Interest was actually subordinate to other secured creditors, contrary to the Priority Representation. 25. In early September 2025, Mr. Ghotbi caused the British Columbia Personal Property Registry to be searched and discovered that: (a) On May 19, 2023, an entity controlled by Mr. Shillington, Knightsbridge Capital Property Finance Inc. ("Knightsbridge Capital") registered a security interest over the LP and Six-Five's present and after acquired personal property including; all proceeds including accounts, money, chattel paper, intangible, goods, documents of title, instruments, investment property, substitutions, crops, licences, trade ins, insurance proceed any other form of proceed (the "Knightsbridge Security Interest"); and (b) On May 31, 2023, an entity controlled by Mr. Shillington, KAPX Finance Inc. ("KAPX") registered a security interest over the LP and Six-Five's present and after acquired personal property including; all proceeds including accounts, money, chattel paper, intangible, goods, documents of title, instruments, investment property, substitutions, crops, licences, trade ins, insurance proceed any other form of proceed (the "KAPX Security Interest"). (the KAPX Security Interest and the Knightsbridge Security Interest, together, the "Undisclosed Security Interests"). 26. As a director of KAPX, Knightsbridge Capital and Six-Five and as the managing partner of the LP, at the time Mr. Shillington made the Priority Representation, the Defendants knew or reasonably ought to have known that the Collateral was subject to the Undisclosed Security Interests and that Mr. Ghotbi's Security Interest was subordinate to the security interest of Mr. Shillington's own security interests through KAPX and Knightsbridge Capital (the "Priority Misrepresentation"). 27. The Defendant's Priority Representation made at the time Mr. Ghotbi advanced the Half- Million Loan and at the time Mr. Ghotbi agreed to vary the repayment date were not true. 17487593.1 - 6 - The Defendants made the Priority Representation intentionally and/or negligently without knowledge of their truth and with the intention that Mr. Ghotbi would rely on it. 28. At the time Mr. Ghotbi advanced the Half-Million Loan Mr. Ghotbi, did not know about the Undisclosed Security Interests. Mr. Ghotbi relied on the Priority Representation to his detriment and loss. The Repayment Misrepresentation 29. Despite Mr. Ghotbi's demands, the Terms and the Repayment Representations, Six-Five has refused to repay the Half-Million Loan plus interest. 30. On October 8, 2025, Mr. Ghotbi made a formal demand for repayment of the Half-Million Loan plus interest and advised the Defendants that he had discovered the Priority Misrepresentation. 31. On October 15, 2025, Mr. Shillington advised Mr. Ghotbi, inter alio, that: (a) Six-Five could not repay the Half-Million Loan plus interest; (b) Six-Five was actively pursuing the sale of one its primary assets; and (c) Six-Five was subject to multiple senior secured charges ranking in priority to Mr. Ghotbi's Security Interest; 32. At the time the Defendants made the Repayment Representations, the Defendants knew or reasonably ought to have known that they did not intend to repay the Half-Million Loan plus interest on demand by Mr. Ghotbi (the "Repayment Misrepresentation"). 33. The Defendants made the Repayment Representations with the intention that Mr. Ghotbi would rely upon them. 34. At the time Mr. Ghotbi advanced the Half-Million Loan Mr. Ghotbi, did not know the Repayment Representations were untrue. 35. Had the Defendants not made the Repayment Representations, Mr. Ghotbi would have sought immediate recovery of the Half-Million Loan plus interest in July 2024. 36. The Defendants representation that the Half-Million Loan would bear an interest rate of 20% of July 2024 and would be repaid upon Mr. Ghotbi's demand were not true as Mr. Shillington knew or reasonably ought to have known that Six-Five and the LP had no ability or intention to repay Mr. Ghotbi. 37. Mr. Ghotbi relied on the Repayment Representations to his detriment and loss. 17487593.1 -7 Dishonest Performance of the Loan Agreement 38. The Defendants were required to, and represented, that they were acting in good faith in performing their obligations as per the Loan Agreements. 39. The Defendants never had, nor do they presently have, any intention to repay the Half- Million Loan plus interest. 40. The Defendants acknowledge the monies are owing to Mr. Ghotbi, but meet demands for payment with excuses, justifications and requests for more time. 41. The Defendants' consistent representation that the Half-Million Loan plus interest would be repaid were not true as they had no intention of doing so at the time the Repayment Representations were made. Mr. Ghotbi relied on the Repayment Representations to his detriment. 42. The Defendants representation that Collateral was free of other securities interests were not true as the Defendants knew or reasonably ought to have known of the existence of the Undisclosed Security Interests. Unjust Enrichment 43. The Defendants have been unjustly enriched by refusing to repay the Half-Million Loan plus interest to Mr. Ghotbi's deprivation in absence of a juristic reason for such an enrichment. Part 2: RELIEF SOUGHT 1. An order for the return of the Half-Million Loan plus all accrued interest. 2. Damages for breach of contract. 3. Damages for misrepresentation. 4. General and special damages. S. Interim and permanent injunctive relief preventing the defendants from dealing with their assets and requiring them to provide a list of assets. 6. Liquidated damages in the amount of: (a) 500,000; (b) $60,000 in interest accrued from July 13, 2023, to July 14, 2024; and (c) $155,879.45 in interest accrued from July 14, 2024, to December 4, 2025. 17487593.1 8 - 7. Punitive and aggravated damages. 8. Pre-judgment and post-judgment interest pursuant to the Court Order Interest Act, RSBC 1996, c. 79. 9. Costs. Part 3: LEGAL BASIS 1. Mr. Ghotbi pleads and relies on: (a) the Law and Equity Act, RSBC 1996, C. 253; (b) the Partnership Act, RSBC 1996, c. 48; (c) the Personal Property Security Act, RSBC 1996, c. 359; (d) the law of contracts as it is related to unpaid debts; (e) the law of negligent misrepresentation; and (f) the Court Order Interest Act, RSBC 1996, c.79. Breach of Contract 2. The LP and the Plaintiff entered into the Loan Agreement, the express and implied terms of which included without limitation, the Terms, the Priority Representation and the Repayment Representation, which the Defendants, or any one of them, breached. 3. The Loan Agreement was a binding and enforceable contract. 4. Contrary to the terms of the Loan Agreement, the Priority Representation and the Repayment Representations the Defendants: (a) have failed and/or refused to repay the Half-Million Loan plus interest; and (b) contrary to Priority Representation, at the time Mr. Ghotbi advanced the Half- Million Loan, the Collateral was not free of any security interests or encumbrances. (the "Breaches"). 5. As a result of, inter alio, the Breaches, Mr. Ghotbi suffered and will continue to suffer loss, damages, expenses and costs. 6. Six-Five as general partner of the LP is liable for the repayment of the Half-Million Loan plus interest to Mr. Ghotbi. 17487593.1 -9 Negligent Misrepresentation 7. The Defendants, have, at material times, committed the tort of negligent misrepresentation. In particular: (a) The Defendants, or their agents, made untrue, inaccurate, or misleading representations; (b) The Defendants, or their agents, acted negligently in making the misrepresentation; (c) The Plaintiff relied on the representations in advancing the Half-Million Loan; (d) As a result of such reliance on the Defendants' representations, the Plaintiffs suffered damage, loss, and expense and have been detrimentally injured. 8. There was and continues to be a special relationship between the Defendants and Mr. Ghotbi such that the Defendants owed him a duty of care in making the Priority and Repayment Representations 9. The Defendants ought to have reasonably foreseen that the Mr. Ghotbi would rely on the Priority and Repayment Representations. Mr. Ghotbi's reliance on the Priority and Repayment Representations was reasonable in all of the circumstances. 10. In addition to the corporate liability of Six-Five and the LP, Mr. Shillington is personally liable for the Priority and Repayment Misrepresentation. Unjust Enrichment 11. In the alternative, the Plaintiff pleads and relies on the equitable principles of unjust enrichment and seek restitution against all of the Defendants. 12. The Defendants, or any one of them, would be unjustly enriched if they are allowed to keep the benefit of the Half-Million Loan plus interest, to the detriment of Mr. Ghotbi, and without legal or just cause. Plaintiff's address for service: Fax number for service (if any): 17487593.1 Patrick J. Sullivan DWF (trading name for WT BCA LLP) 2400 — 200 Granville Street Vancouver, BC V6C 1S4 604-682-5217 - 10 - Email address for service (if any): Place of trial: The address of the registry is: Dated: 4/December/2025 service@wt.ca Patrick.Sullivan@dwfgroup.com Pegah.Kenarsari@dwfgroup.com Vancouver 800 Smithe Street Vancouver, BC Z 2E1 Signature of lawyer for the Plaintiff Patrick J. Sullivan Rule 7-1(1) of the Supreme Court Civil Rules states: 1. Unless all parties of record consent or the court otherwise orders, each party of record to an action must, within 35 days after the end of the pleading period, (a) prepare a list of documents in Form 22 that lists (i) all documents that are or have been in the party's possession or control and that could, if available, be used by any party at trial to prove or disprove a material fact, and (ii) all other documents to which the party intends to refer at trial, and (b) serve the list on all parties of record. 17487593.1 APPENDIX [The following information is providedfor data collection purposes only and is of no legal effect.] Part 1: CONCISE SUMMARY OF NATURE OF CLAIM: Part 2: THIS CLAIM ARISES FROM THE FOLLOWING: A personal injury arising out of: q a motor vehicle accident q medical malpractice q another cause A dispute concerning: q contaminated sites q construction defects q real property (real estate) q personal property q the provision of goods and services or other general commercial matters q investment losses q the lending of money q an employment relationship q a will or other issues concerning the probate of an estate WI a matter not listed here 17487593.1 - 12 - Part 3: THIS CLAIM INVOLVES: q a class action q maritime law q aboriginal law q constitutional law q conflicts of law WI none of the above q do not know Part 4: 17487593.1