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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

GEORGE GRAYSON, Plaintiff, v. IMAGINATION STATION, INC., and RICHARD H. COLLINS, Defendants.

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Civil Action No. 5051-CC

MEMORANDUM OPINION Date Submitted: June 11, 2010 Date Decided: August 16, 2010

Bruce E. Jameson and Tanya E. Pino, of PRICKETT, JONES & ELLIOT, P.A., Wilmington, Delaware, Attorneys for Plaintiff. Norman M. Monhait, of ROSENTHAL MONHAIT & GODDESS, P.A., Wilmington, Delaware; OF COUNSEL: Brian N. Hail and Demarron A. Berkley, of GRUBER HURST JOHANSEN HAIL, Dallas, Texas, Attorneys for Defendants.

CHANDLER, Chancellor

Plaintiff George Grayson is a shareholder and director of Imagination Station ("iStation" or the "Company"). He brings this action--derivatively as to certain claims and directly as to others--to both enforce a voting agreement (the "Voting Agreement") between certain directors, the Company, and himself, and to void certain transactions entered into between iStation and the chairman of the board, defendant Richard Collins. Grayson alleges that defendants Collins and iStation breached the Voting Agreement by deliberately blocking the appointment of a director Grayson was contractually entitled to nominate. Grayson further alleges that Collins individually breached his fiduciary duty to Grayson as a shareholder and that defendants collectively violated 8 Del. C.

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