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`Case 2:21-cv-00072-JRG-RSP Document 82-2 Filed 06/08/21 Page 1 of 8 PageID #: 2047Case 5:21-cv-03076-BLF Document 37-2 Filed 08/23/21 Page 1 of 8
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`EXHIBIT A
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`Case 2:21-cv-00072-JRG-RSP Document 82-2 Filed 06/08/21 Page 2 of 8 PageID #: 2048Case 5:21-cv-03076-BLF Document 37-2 Filed 08/23/21 Page 2 of 8
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`IN THE UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
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`Case No. 2:21-cv-00072-JRG
`(LEAD CASE)
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`JURY TRIAL DEMANDED
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`Case No. 2:21-cv-00029-JRG
`(CONSOLIDATED CASE)
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`JURY TRIAL DEMANDED
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`Plaintiff,
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`V.
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`T-MOBILE USA, INC. and T-MOBILE US,
`INC.,
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`Defendants.
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`AGIS SOFTWARE DEVELOPMENT LLC,
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`V.
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`WHATSAPP, INC.,
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`Plaintiff,
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`Defendant.
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`DECLARATION OF MALCOLM K. BEYER, JR.
`IN OPPOSITION TO DEFENDANT WHATSAPP, INC'S MOTION TO
`DISMISS FOR IMPROPER VENUE
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`I, Malcolm K. Beyer, Jr., hereby declare as follows:
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`1.
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`I am the Chief Executive Officer ("CEO") of Plaintiff AGIS Software
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`Development LLC ("AGIS"). I am also the first-named inventor on U.S. Patent Nos. 7,031,728;
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`7.630, 724; 9,408,055; 9,445,251; 9,467,838; and 9,749,829 (the "Patents-in-Suit"). I submit this
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`declaration based on my personal knowledge and in support of AGIS's Opposition to Defendant
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`\X/hatsApp, Inc.'s ("WhatsApp") Motion to Dismiss for Improper Venue.
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`Background
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`2.
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`I graduated from the U.S. Naval Academy in 1962 and was commissioned as a
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`Second Lieutenant in the U.S. Marine Corps. I later attended the U.S. Navy's programming
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`school and wasthe lead programmerfor the first automated Marine Corps Tactical Operations
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`Center Link-11 Navy Interface. After leaving active service, I worked at a numberofwell-
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`known technology companies, including System Development Corporation (consideredthe
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`world’s first computer software company)and Litton Industries. I then started several businesses
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`which provided technology and engineering solutions supporting defense and military customers.
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`ae
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`In 1987, I co-founded Advanced Programming Concepts, Inc. (“APC”), a Texas
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`corporation based in Austin, Texas. APC operated primarily out of its main business location in
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`Austin, Texas. APC specialized in designing, building, and supporting systemsfor enabling
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`integration and sharing time-critical information across dissimilar military and defense
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`applications. At APC, I was the majority shareholder and Chairman until we sold the business to
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`Ultra Electronics in July 1999.
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`4.
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`On June 30, 2004, I founded Advanced Ground Information Systems,Inc.
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`(“AGIS Inc.”), a Florida corporation. AGIS Inc.’s main business location is located at 92
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`Lighthouse Drive, Jupiter, Florida. AGIS Inc. also maintains businesslocations in Austin, TX
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`and Kansas City, KS. AGIS Inc. employs approximately 15 people.
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`a
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`As the CEO of AGIS and AGIS Inc. andfirst-named inventorof the Patents-in-
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`Suit, I will be one of AGIS’s primary witnesses because I have knowledgeof the businesses and
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`the conception andreduction to practice of the Patents-in-Suit. I live and workin Jupiter, Florida.
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`6.
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`In 2013, AGIS Inc. began a corporate restructuring plan for business growth
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`purposes. By 2017, AGIS Inc.’s board of directors approved the restructuring plan which
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`resulted in the formation of a parent corporation, AGIS Holdings, Inc. (“AGIS Holdings”), a
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`Florida corporation. AGIS Holdings consists of two subsidiaries, AGIS Inc. and AGIS,a limited
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`liability company organized under Texaslaw. Eachis a separate corporate entity. AGIS was
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`established in Texas because of my previous successful business operations in Texas and
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`because of my longstanding personal connections to Texas, which I describe in more detail
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`below. AGIS has an office and a data center in Marshall, Texas.
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`a
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`AGIS holds assignmentto each of the Patents-in-Suit and licensesits patent
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`portfolio, including the Patents-in-Suit to AGIS Inc. The two entities, AGIS and AGISInc.
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`maintain separate corporate formalities.
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`AGIS’s Witnesses and Other Sources of Proof are in or Closer
`to This District Than to the Northern District of California
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`8.
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`AGISis a limited liability company organized and existing underthe lawsof the
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`State of Texas. AGIS maintainsan office andits principal place of business at 100 W. Houston
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`Street, Marshall, Texas 75670. The lease on AGIS’s Marshall office has run from June 1, 2017
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`and continues to present. AGIS’s documentsare maintained at this location, including patents,
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`files histories, assignmentrecords, prosecution records, formation documents, licenses,
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`agreements, and corporate records. AGISInc. also conducts business and maintains documents
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`and records at AGIS’s Marshall office.
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`9.
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`AGIShasa data center located at 1005 Stuart Lane, Marshall, Texas 75672. The
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`Marshall data center hosts servers, code, applications, and services necessary to run operations
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`for AGIS Inc.’s LifeRing and ASSIST products and solutions. The Marshall data center is used
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`to store code, documents,and other data related to AGIS Inc.’s LifeRing and ASSIST products
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`and solutions. The Marshall data center is used for research and developmentprojects. AGISInc.
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`invoices AGIS on a regular basis for AGIS Inc.’s provision of personnel and services related to
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`the use, maintenance, and operation of the Marshall data center and for labor, travel expenses,
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`and other expensesrelated to work performed at the Marshall data center.
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`10.
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`AGISInc. also maintains a businesslocation in Jupiter, Florida, at whichit
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`employs several software developers. Documents relevantto this action are located at AGIS’s
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`Marshall office, AGIS’s Marshall data center, and AGISInc.’s Jupiter office.
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`11.
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`For over 15 years, AGIS Inc.’s primary business has revolved around offering the
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`“LifeRing” products and solutions which include client-based applications and a server-based
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`solutions for, generally, enabling smartphone,tablet, and PC usersto easily and rapidly establish
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`secure ad hoc digital networks. LifeRing 5.0 and its predecessor versions have been offered and
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`sold to military, defense, and first-responder customers, as well as private industry customers. In
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`addition to LifeRing, AGIS Inc. offers the “ASSIST” solution which is an emergency broadcast
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`and response system connecting employees to a company commandcenter and a network of
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`responders through personal smartphones. Technical documents and code relevant to LifeRing
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`and ASSIST products and solutionsare located in or accessible from Marshall, Texas.
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`i!
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`12.
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`The research, development, design, testing, manufacture, marketing, contract
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`procurement, andsalesactivities for the LifeRing and ASSIST solutions have occurred in
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`Florida, Kansas, and Texas. Thus, AGIS and AGIS Inc.’s documentsrelevantto this action and
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`such activities are located at these locations.
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`13.
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`For example, since 2010, Eric Armstrong has worked as a programmer and
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`software developer for AGIS Inc. Since 2017, Mr. Armstrong has lived and worked in Allen,
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`Texas, a city within Collin County and within the Eastern District of Texas. Prior to moving to
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`Allen, Mr. Armstrong worked from AGISInc. business locations in Kansas and Missouri. Until
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`approximately 2014, Mr. Armstrong was an employee of AGIS Inc. at which point he chose to
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`convert his working relationship to that of consultant to AGIS Inc.
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`14.
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`Mr. Armstrong has played, and continuesto play, a crucial role in developing
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`software for AGIS Inc. Mr. Armstrongis intimately involved in AGIS Inc.’s marketing andsales
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`efforts for the LifeRing and ASSIST products and solutions. Mr. Armstrong possesses
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`knowledge aboutthe inventions covered by the Patents-in-Suit that will be relevant to this action.
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`Mr. Armstrongis responsible for developing a substantial portion of the software includedin the
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`LifeRing and ASSISTsolutions. Mr. Armstrongis also responsible for designing and developing
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`client-side and server-side software for the LifeRing and ASSIST solutions. Mr. Armstrong
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`works underthe direct control and supervision of AGIS Inc. employee Sandel Blackwell and
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`works with other AGIS Inc. employees such as Rebecca Clark on software development and
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`quality assurance. Mr. Armstrong is expected to have documents and e-mails relevant to this
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`actionin his office in this District including technical, marketing, and sales documentsfor the
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`LifeRing and ASSISTproducts andsolutions, including documents relevant to the development,
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`testing, maintenance, operating, servicing, and upgrading of the LifeRing and ASSISTproducts
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`and solutions which are stored on his computerin Allen, Texas.
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`15.
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`David Sietsema has been employed by AGIS Inc. since October 2005. He works
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`at AGIS Inc.’s Austin, Texas business location. Mr. Sietsema’s responsibilities include ensuring
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`compliance with policies and procedures related to governmentcontracts, as well as monitoring
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`and overseeing licensing activities including those of AGISInc. andits related entities including
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`AGIS. Mr. Sietsemais also responsible for ensuring compliance with special rules and
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`contractual clauses with respect to intellectual property and patent rights, ensuring maintenance
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`of intellectual property and patentrights, e.g., during the federal procurementprocess, and
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`evaluating any potential licensing issues such as governmentuse rights or march-in rights.
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`16.
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`Sandel Blackwell is the President and a Director at AGIS Inc. and the President of
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`AGIS. Mr. Blackwell is responsible for managing the developmentofthe software included in
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`the LifeRing and ASSISTsolutions. Mr. Blackwell maintains regular communication with AGIS
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`Inc.’s programmers and software developers in Florida, Kansas, and Texas. Mr. Blackwell
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`manages Mr. Armstrong and regularly communicates with Mr. Armstrongin this District. Mr.
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`Blackwell has strong personalties to Texas androutinely travels to Texas. Mr. Blackwell travels
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`to the Eastern District of Texas to perform work in the Marshall datacenter.
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`17.
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`The Eastern District of Texas is a more convenient forum than the Northern
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`District of California for other third-party AGIS Inc. employees and consultants who possess
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`knowledgerelevant to this action. Rebecca Clark has been employed by AGISInc.since 2012,
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`and she currently works in Kansas City, Kansas. Ms. Clark is a graduate of Texas A&M
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`University at College Station, Texas. Ms. Clark reports directly to Mr. Blackwell and
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`communicates on a regular basis with Mr. Armstrongin this District. Ms. Clark travels on a
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`regular basis to this District to perform work in the Marshall data center.
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`18.
`Christopher Rice is a named inventor on a number of AGISpatents and a
`consultant of AGIS Inc. and works from Superior, CO. Mr. Riceis a eafiwate developer and
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`programmer who workson the LifeRing solution and has agreedto travel to the Eastern District
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`of Texasif called ontotestify.
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`19.
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`Margaret Beyeris the Corporate Secretary of AGIS Inc. and AGIS. Mrs. Beyer
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`works from AGISInc.’s Jupiter, Florida office. Malcolm K. Beyer, III is a programmer and
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`system administrator for AGIS Inc. and works from AGISInc.’s Jupiter, Florida office and Boca
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`Raton, Florida. Ronald Wisneski is the Chief Financial Officer and Treasurer of AGIS Inc. and
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`AGISand worksin Jupiter, Florida. George Barros is AGIS Inc.’s Director of Business
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`Development. Mr. Barroslives and works from Vienna, Virginia and keeps documents and
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`materials relevant to AGIS Inc.’s ongoing sales and marketingefforts and contract procurement
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`for AGIS Inc.’s LifeRing products and solutions in Vienna, Virginia.
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`20.
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`I have confirmed with each of the out-of-state employees and consultants,
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`including such individuals named above, that they are willing andable to travel to Marshall,
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`Texasif called on to testify.
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`21.
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`Overthe course of my career I have actively engaged in business in and around
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`this District and in the State of Texas and have longstanding personal and family business
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`connectionsto this District. My family has owned over 2500 acres of land in Bowie County,
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`Texas since 1867. I have ownedparcels of land in Bowie County since 1962. I ownatotal of 412
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`acres situated approximately 6 miles south of the town of Boston,i.e., “Old Boston,” on Texas
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`Highway 8. My property in Bowie County is currently leased to International Paper through June
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`30, 2051. As described above, I founded and worked for APC in Texas from 1987 through 1999.
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`These longstanding business and personal connectionsto the Eastern District of Texas were
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`someof the reasons I decided to form AGIS in Texas,establish its office in Marshall, and
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`expandthe businessto include the Marshall data center.
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`I declare underpenalty ofperjury that the foregoing is true and correct to the best of my
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`knowledge.
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`Executed on June 7. 2021 in Jupiter, FL. Lan
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`Malcolm K.Beyer, Jr.
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