Case 5:18-md-02834-BLF Document 691-2 Filed 06/08/21 Page 1 of 37
`Case 5:18—md-02834-BLF Document 691-2 Filed 06/08/21 Page 1 of 37
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`EXHIBIT 1
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`EXHIBIT 1
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`Michael Gerard Fletcher (State Bar No. 070849)
` mfletcher@frandzel.com
`Craig A. Welin (State Bar No. 138418)
` cwelin@frandzel.com
`Bruce David Poltrock (State Bar No. 162448)
` bpoltrock@frandzel.com
`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`1000 Wilshire Boulevard, 19th Floor
`Los Angeles, California 90017-2427
`Telephone: (323) 852-1000
`Facsimile: (323) 651-2577
`
`Attorneys for Plaintiffs, BRILLIANT DIGITAL
`ENTERTAINMENT, INC.; EUROPLAY
`CAPITAL ADVISORS, LLC; CLARIA
`INNOVATIONS, LLC; and MONTO
`HOLDINGS PTY LTD
`
`
`SUPERIOR COURT OF CALIFORNIA
`COUNTY OF LOS ANGELES, NORTHWEST DISTRICT (VAN NUYS)
`
` CASE No.
`
`VERIFIED COMPLAINT FOR:
`
`1. Breach of Promissory Note;
`2. Breach of Promissory Note;
`3. Breach of Promissory Note;
`4. Breach of Promissory Note
`5. Claim and Delivery;
`6. Conversion; and
`7. Specific Performance for Appointment of
` Receiver.
`
`BRILLIANT DIGITAL ENTERTAINMENT,
`INC., a Delaware corporation; EUROPLAY
`CAPITAL ADVISORS, LLC, a Delaware
`limited liability company; CLARIA
`INNOVATIONS, LLC, a Delaware limited
`liability company; and MONTO HOLDINGS
`PTY LTD, an Australian company,
`
`Plaintiffs,
`
` v.
`
`PERSONALWEB TECHNOLOGIES, LLC, a
`Texas limited liability company; and DOES 1
`through 100, Inclusive,
`
`Defendants.
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`Plaintiffs allege for themselves and no others as follows:
` THE PARTIES
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`
`
`1.
`At all times relevant herein, Plaintiff Brilliant Digital Entertainment, Inc. ("BDE"),
`was, and still is, a Delaware corporation, with its principal place of business in the County of Los
`Angeles.
`4204618v2 | 101334-0002
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`COMPLAINT
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`Electronically FILED by Superior Court of California, County of Los Angeles on 04/27/2021 08:28 PM Sherri R. Carter, Executive Officer/Clerk of Court, by A. Salcedo,Deputy Clerk
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`Assigned for all purposes to: Van Nuys Courthouse East, Judicial Officer: Bernie LaForteza
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`21VECV00575
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`At all times relevant herein, Plaintiff Europlay Capital Advisors, LLC ("ECA"),
`2.
`was, and still is, a Delaware limited liability company, with its principal place of business in the
`County of Los Angeles.
`At all times relevant herein, Plaintiff Claria Innovations, LLC ("Claria"), was, and
`3.
`still is, a Delaware limited liability company, with its principal place of business in the County of
`Los Angeles.
`At all times relevant herein, Plaintiff Monto Holdings Pty Ltd ("Monto"), was, and
`4.
`still is, an Australian limited partnership, with its principal place of business in New South Wales,
`Australia.
`Plaintiffs are informed and believe and thereon allege that Defendant PersonalWeb
`5.
`Technologies, LLC ("PW" and/or "Borrower"), is a Texas limited liability company doing
`business in the County of Los Angeles, and that the obligations sued upon herein were and are
`payable in the above-captioned judicial district.
`The true names and capacities, whether individual, corporate, associate,
`6.
`partnership, limited liability company, irrevocable trust, revocable trust, or otherwise of
`defendants sued herein as DOES 1-100, inclusive, are unknown to Plaintiffs who therefore sue
`such defendants by such fictitious names. Plaintiffs are informed and believes and thereon allege
`that the fictitiously named defendants are obligated in some fashion for the obligations owed to
`Plaintiffs as alleged herein. When the true names and capacities and liabilities of the fictitiously
`named defendants are ascertained, Plaintiffs will seek leave to amend this complaint accordingly.
`GENERAL ALLEGATIONS
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`
`
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`BDE Loan Documents:
`Effective October 4, 2011, and Amended and Restated as of December 31, 2019,
`7.
`PW, as Borrower, executed and delivered to BDE a Fourth Amended and Restated Secured
`Revolving Promissory Note in the sum of $10,000,000.00 ("BDE Note"). The BDE Note is a
`renewal of an earlier loan obligation. The BDE Note provides that all principal advances with
`interest thereon are payable immediately on demand by BDE, or if no such demand is made, in
`full on December 31, 2022 ("BDE Note Maturity Date").
`4204618v2 | 101334-0002
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`
`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
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`In addition, PW agreed the principal balance of all Advances then outstanding,
`8.
`together with all accrued but unpaid interest thereon, shall be due and payable on the BDE Note
`Maturity Date, or on such earlier date on which the maturity thereof is accelerated, pursuant to the
`provisions of the BDE Note. Interest accrues on the BDE Note in accordance with the interest rate
`provisions set forth fully in the BDE Note ("BDE Note Rate").
`The BDE Note provides that if PW defaults under the terms of the BDE Note,
`9.
`default rate interest accrues at a rate to five percent (5%) per annum in excess of the BDE Note
`Rate ("BDE Default Rate").
`The obligations represented by the BDE Note are secured by, and BDE is entitled
`10.
`to the benefits of, that certain Pledge and General Security Agreement, dated as of May 11, 2012
`and effective as of October 4, 2011, between PW and BDE, including any amendments or
`modifications thereto (collectively, the "BDE Security Agreement"). The BDE Security
`Agreement grants to BDE a security interest in all of PW's personal property and collateral,
`including, but not limited to, the following collateral, all as more particularly described in the
`BDE Security Agreement (the "Collateral", a description of which is set forth in Exhibit "1",
`attached hereto, which is incorporated herein by this reference):
`"“Collateral” shall mean all right, title, and interest of the Debtor in and to all
`of the following property of the Debtor, whether now owned or hereafter
`acquired and whether now existing or hereafter coming into existence:
`(i) Accounts;
`(ii) Chattel Paper and rights to receive monies included thereby;
`(iii) Commercial Tort Claims;
`(iv) Deposit Accounts;
`(v) Documents;
`(vi) Equity Collateral;
`(vii) General Intangibles;
`(viii) Goods, including Inventory and Equipment;
`(ix) Instruments and rights to receive monies included thereby;
`(x) Intellectual Property;
`(xi) Investment Property, including Commodity Accounts and Commodity
`Contracts;
`(xii) Letter-of-Credit Rights;
`(xiii) Notes;
`(xiv) other tangible and intangible personal property and Fixtures of the Debtor;
`(xv) to the extent related to any property described in the clauses (i) through
`(xiv), all books, correspondence, loan files, records, invoices, and other papers,
`including without limitation all tapes, cards, computer runs, and other papers and
`4204618v2 | 101334-0002
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`
`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
`
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`Case 5:18-md-02834-BLF Document 691-2 Filed 06/08/21 Page 5 of 37
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`documents in the possession or under the control of the Debtor or any computer
`service company from time to time acting for the Debtor; and
`(xvi) cash and non-cash Proceeds of any and all of the foregoing.
`“Account” has the meaning given such term in Section 9.102(a)(2) of the UCC.
`“Account Debtor” has the meaning given such term in Section 9.102(a)(3) of
`the UCC.
`“Certificate of Title” has the meaning given such term in Section 9.102(a)(10)
`of the UCC.
`“Certificated Security” has the meaning given such term in Section 8.102(a)(4)
`of the UCC.
`“Chattel Paper” has the meaning given such term in Section 9.102(a)(11) of the
`UCC.
`“Commercial Tort Claim' has the meaning set forth in Section 9.102(a)(13) of the
`UCC, and shall include, without limitation, all of the specifically described actions,
`litigation, proceedings and claims (including any appeals or remands and/or
`proceedings in connection therewith or relating thereto or new proceedings arising
`therefrom) identified on Schedule 1.2 attached hereto (which Schedule 1.2 is
`incorporated herein by this reference as though fully set forth herein, and as such
`Schedule 1.2 may be amended or amended and restated from time to time).
`“Commodity Account” has the meaning given such term in Section
`9.102(a)(14) of the UCC.
`“Commodity Contract” has the meaning given such term in Section
`9.102(a)(15) of the UCC.
`“Commodity Intermediary” has the meaning given such term in Section
`9.102(a)(17) of the UCC.
`“Copyright Collateral” shall mean all Copyrights, whether now owned or
`hereafter acquired by the Debtor.
`“Copyrights” shall mean all copyrights, copyright registrations, and
`applications for copyright registrations, including, without limitation, all
`renewals and extensions thereof, the right to recover for all past, present, and
`future infringements thereof, and all other rights of any kind whatsoever
`accruing thereunder or pertaining thereto.
`“Deposit Account” has the meaning given such term in Section 9.102(a)(29) of
`the UCC.
`“Documents” has the meaning given such term in Section 9.102(a)(30) of the
`UCC.
`“Entitlement Holder” has the meaning given such term in Section 8.102(a)(7)
`of the UCC.
`“Entitlement Order” has the meaning given such term in Section 8.102(a)(8) of
`the UCC.
`“Equipment” has the meaning given such term in Section 9.102(a)(33) of the
`UCC.
`“Equity Collateral” shall mean Pledged Equity and Pledged Equity Proceeds.
`“Event of Default” shall have the meaning specified in Section 15 of this
`Agreement.
`“Financial Asset” has the meaning given such term in Section 8.102(a)(9) of the
`UCC.
`“Fixtures” has the meaning given such term in Section 9.102(a)(41) of the
`UCC.
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`4204618v2 | 101334-0002
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`
`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
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`“General Intangibles” has the meaning given such term in Section 9.102(a)(42)
`of the UCC.
`“Goods” has the meaning given such term in Section 9.102(a)(44) of the UCC,
`and shall include Motor Vehicles.
`“Instruments” has the meaning given such term in Section 9.102(a)(47) of the
`UCC.
`“Intellectual Property” shall mean, collectively, all Copyright Collateral, all
`Patent Collateral, and all Trademark Collateral, together with (a) all inventions,
`processes, production methods, proprietary information, know-how, and trade
`secrets; (b) all licenses or user or other agreements granted to the Debtor with
`respect to any of the foregoing, in each case whether now or hereafter owned or
`used; (c) all information, customer lists, identification of suppliers, data, plans,
`blueprints, specifications, designs, drawings, recorded knowledge, surveys,
`engineering reports, test reports, manuals, materials standards, processing
`standards, performance standards, catalogs, computer and automatic machinery
`software and programs, splash screens, films, masters, and artwork; (d) all field
`repair data, sales data, and other information relating to sales or service of
`products now or hereafter manufactured; (e) all accounting information and all
`media in which or on which any information or knowledge or data or records
`may be recorded or stored and all computer programs used for the compilation or
`printout of such information, knowledge, records, or data; and (f) all licenses,
`consents, permits, variances, certifications, and approvals of governmental
`agencies now or hereafter held by the Debtor.
`“Inventory” has the meaning given such term in Section 9.102(a)(48) of the
`UCC.
`“Investment Property” has the meaning given such term in 9.102(a)(49) of the
`UCC.
`“Letter-of-Credit Right” has the meaning given such term in Section
`9.102(a)(51) of the UCC.
`“Lien” shall mean a pledge, assignment, lien, charge, mortgage, encumbrance,
`or other security interest obtained under this Agreement or under any other
`agreement or instrument with respect to any present or future assets, property,
`contract rights, or revenues in order to secure the payment of indebtedness of the
`party referred to in the context in which the term is used.
`“Motor Vehicles” shall mean motor vehicles, tractors, trailers, and other like
`property, whether or not the title thereto is governed by a certificate of title or
`ownership.
`“Notes” shall mean all Promissory Notes or other debt instruments (including,
`without limitation, bonds and debentures of any nature whatsoever) from time to
`time issued to, or held by, the Debtor.
`“Obligations” shall mean (i) (x) the principal of and interest on the Secured
`Note and (y) all other obligations and liabilities (including, without limitation,
`indemnities, Fees and interest thereon) of the Debtor, whether now existing or
`hereafter incurred, under, arising out of, or in connection with, the Secured Note
`or otherwise and the due performance and compliance by the Debtor with all of
`the terms, conditions, and agreements contained in the Secured Note; (ii) any and
`all sums advanced by the Secured Party in order to preserve the Collateral or
`preserve its Lien and security interest in the Collateral; (iii) in the event of any
`proceeding for the collection or enforcement of any indebtedness, obligations, or
`liabilities referred to in clauses (i) and (ii) above, the reasonable expenses of any
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
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`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
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`(323) 852-1000
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`exercise by the Secured Party of its rights hereunder, together with reasonable
`attorneys’ fees and court costs; and (iv) to the extent not otherwise included in
`clauses (i), (ii), and (iii) above, the Debtor’s obligations set forth in Section 22.
`“Patent Collateral” shall mean all Patents, whether now owned or hereafter
`acquired by the Debtor.
`“Patents” shall mean all patents and patent applications, including, without
`limitation, the inventions and improvements described and claimed therein
`together with the reissues, divisions, continuations, renewals, extensions, and
`continuations-in-part thereof, all income, royalties, damages, and payments now
`or hereafter due and/or payable under and with respect thereto, including,
`without limitation, damages and payments for past or future infringements
`thereof, the right to sue for past, present, and future infringements thereof, and
`all rights corresponding thereto throughout the world.
`“Pledged Equity” shall mean (i) the shares of stock of, or partnership and other
`ownership interest in, any entity, and (ii) all ownership interests of any class or
`character of a successor entity formed by or resulting from a consolidation or
`merger in which any such issuer is not the surviving entity; in each case, whether
`now or hereafter owned by the Debtor, together with any certificates evidencing
`of the foregoing.
`“Pledged Equity Proceeds” shall mean all shares, securities, moneys, or
`property representing a dividend on any of the Pledged Equity, or representing a
`distribution or return of capital upon or in respect of the Pledged Equity, or
`resulting from a split-up, revision, reclassification, or other like change of the
`Pledged Equity or otherwise received in exchange therefor, and any subscription
`warrants, rights, or options issued to the holders of, or otherwise in respect of,
`the Pledged Equity.
`“Proceeds” has the meaning given such term in Section 9.102(a)(65) of the
`UCC.
`“Promissory Notes” has the meaning given such term in Section 9.102(a)(66) of
`the UCC.
`“Securities” has the meaning given such term in Section 8.102(a)(15) of the
`UCC.
`“Securities Account” has the meaning given such term in Section 8.501(a) of
`the UCC.
`“Securities Intermediary” has the meaning given such term in Section
`8.102(a)(14) of the UCC.
`“Security Entitlement” has the meaning given such term in Section
`8.102(a)(17) of the UCC.
`“Trademark Collateral” shall mean all Trademarks, whether now owned or
`hereafter acquired by the Debtor. Notwithstanding the foregoing, the Trademark
`Collateral does not and shall not include any Trademark that would be rendered
`invalid, abandoned, void, or unenforceable by reason of its being included as
`part of the Trademark Collateral.
`“Trademarks” shall mean all trade names, trademarks and service marks, logos,
`domain names, trademark and service mark registrations, and applications for
`trademark and service mark registrations, including, without limitation, all
`renewals of trademark and service mark registrations, all rights corresponding
`thereto throughout the world, the right to recover for all past, present, and future
`infringements thereof, all other rights of any kind whatsoever accruing
`thereunder or pertaining thereto, together, in each case, with the product lines
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
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`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
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`(323) 852-1000
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`and goodwill of the business connected with the use of, and symbolized by, each
`such trade name, trademark, and service mark.
`“UCC” shall mean the Uniform Commercial Code as in effect in the State of
`Texas from time to time.
`“Uncertificated Security” has the meaning given such term in Section
`8.102(a)(18) of the UCC."
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`Further, the Commercial Tort Claims (defined above) include, without limitation,
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`any actions, litigation, proceedings and claims (including any appeals or remands and/or
`proceedings in connection therewith or relating thereto or new proceedings arising therefrom), as
`listed and set forth in Exhibit "2", attached hereto, which is incorporated herein by this reference.
`ECA Loan Documents:
`Effective February 2, 2011, and Amended and Restated as of December 31, 2019,
`12.
`PW, as Borrower, executed and delivered to ECA a Third Amended and Restated Secured
`Revolving Promissory Note in the sum of $700,000.00 ("ECA Note"). The ECA Note is a
`renewal of an earlier loan obligation. The ECA Note provides that all principal advances with
`interest thereon are payable immediately on demand by ECA, or if no such demand is made, in
`full on December 31, 2022 ("ECA Note Maturity Date").
`In addition, PW agreed the principal balance of all Advances then outstanding,
`13.
`together with all accrued but unpaid interest thereon, shall be due and payable on the ECA Note
`Maturity Date, or on such earlier date on which the maturity thereof is accelerated, pursuant to the
`provisions of the ECA Note. Interest accrues on the ECA Note in accordance with the interest rate
`provisions set forth fully in the ECA Note ("ECA Note Rate").
`The ECA Note provides that if PW defaults under the terms of the ECA Note,
`14.
`default rate interest accrues at a rate to five percent (5%) per annum in excess of the ECA Note
`Rate ("ECA Default Rate").
`The obligations represented by the ECA Note are secured by, and ECA is entitled
`15.
`to the benefits of, that certain Pledge and General Security Agreement, dated as of March 18, 2014
`and effective as of February 2, 2011, between PW and ECA, including any amendments or
`modifications thereto (collectively, the "ECA Security Agreement"). The ECA Security
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
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`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
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`(323) 852-1000
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`Agreement grants to ECA a security interest in all of PW's personal property and collateral, all as
`more particularly described in the ECA Security Agreement, the Collateral, Exhibit "1" hereto.
`Claria Loan Documents:
`Effective August 3, 2010, and Amended and Restated as of December 31, 2019,
`16.
`PW, as Borrower, executed and delivered to Claria a Third Amended and Restated Secured
`Revolving Promissory Note in the sum of $500,000.00 ("Claria Note"). The Claria Note is a
`renewal of an earlier loan obligation. The Claria Note provides that all principal advances with
`interest thereon are payable immediately on demand by Claria, or if no such demand is made, in
`full on December 31, 2022 ("Claria Note Maturity Date").
`In addition, PW agreed the principal balance of all Advances then outstanding,
`17.
`together with all accrued but unpaid interest thereon, shall be due and payable on the Claria Note
`Maturity Date, or on such earlier date on which the maturity thereof is accelerated, pursuant to the
`provisions of the Claria Note. Interest accrues on the Claria Note in accordance with the interest
`rate provisions set forth fully in the Claria Note ("Claria Note Rate").
`The Claria Note provides that if PW defaults under the terms of the Claria Note,
`18.
`default rate interest accrues at a rate to five percent (5%) per annum in excess of the Claria Note
`Rate ("Claria Default Rate").
`The obligations represented by the Claria Note are secured by, and Claria is entitled
`19.
`to the benefits of, that certain Pledge and General Security Agreement, dated as of March 18, 2014
`and effective as of August 3, 2010, between PW and Claria, including any amendments or
`modifications thereto (collectively, the "Claria Security Agreement"). The Claria Security
`Agreement grants to Claria a security interest in all of PW's personal property and collateral, all as
`more particularly described in the Claria Security Agreement, the Collateral, Exhibit "1" hereto.
`Monto Loan Documents and Topodia Assignment:
`Effective May 11, 2012, and Amended and Restated as of December 31, 2019, PW,
`20.
`as Borrower, executed and delivered to Monto a Fourth Amended and Restated Secured
`Revolving Promissory Note in the sum of $12,500,000.00 ("Monto Note"). The Monto Note is a
`renewal of an earlier loan obligation, the latest such renewal being a Third Amended and Restated
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
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`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
`
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`Secured Revolving Promissory Note in the sum of $5,000,000.00, effective May 11, 2012,
`Amended and Restated as of September 1, 2016, originally made by and between PW and Topodia
`Limited, a Cyprus company ("Topodia"). Topodia thereafter, on or about October 31, 2018,
`assigned and transferred to Monto, all Topodia loan documents referenced herein by and between
`Topodia and PW.
`The Monto Note provides that all principal advances with interest thereon are
`21.
`payable immediately on demand by Monto, or if no such demand is made, in full on December 31,
`2022 ("Monto Note Maturity Date").
`In addition, PW agreed the principal balance of all Advances then outstanding,
`22.
`together with all accrued but unpaid interest thereon, shall be due and payable on the Monto Note
`Maturity Date, or on such earlier date on which the maturity thereof is accelerated, pursuant to the
`provisions of the Monto Note. Interest accrues on the Monto Note in accordance with the interest
`rate provisions set forth fully in the Monto Note ("Monto Note Rate").
`The Monto Note provides that if PW defaults under the terms of the Monto Note,
`23.
`default rate interest accrues at a rate to five percent (5%) per annum in excess of the Monto Note
`Rate ("Monto Default Rate").
`The obligations represented by the Monto Note are secured by, and Monto is
`24.
`entitled to the benefits of, that certain Pledge and General Security Agreement, dated as of May 9,
`2012, between PW and Topodia, including any amendments or modifications thereto (collectively,
`the "Monto Security Agreement"). The Monto Security Agreement grants to Monto a security
`interest in all of PW's personal property and collateral, all as more particularly described in the
`Monto Security Agreement, the Collateral, Exhibit "1" hereto.
`Intercreditor Agreement:
`As of March 27, 2014, Plaintiffs entered into that certain Intercreditor Agreement,
`25.
`describing their respective security interests, rights and obligations as to PW's assets and property,
`including but not limited to, all of PW's Collateral, as set forth fully therein ("Intercreditor
`Agreement"). In accordance with the Intercreditor Agreement, Plaintiffs shall have equal priority
`over PW's Collateral, on a pari passu basis. Additionally, PW, as Borrower, signed, consented to,
`4204618v2 | 101334-0002
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` COMPLAINT
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`
`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
`
`
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`

`

`Case 5:18-md-02834-BLF Document 691-2 Filed 06/08/21 Page 11 of 37
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`agreed, and confirmed the terms and provisions of the Intercreditor Agreement.
`DEFAULTS
`
`
`
`
`26.
`The BDE Note, the ECA Note, the Claria Note, and the Monto Note are all demand
`instruments. Plaintiffs, and each of them, demanded payment in full from PW prior to the
`institution of this action. PW, however, has defaulted under each such note by refusing to pay
`each Plaintiff in full, as demanded. Despite demand, PW has failed to cure the defaults
`(collectively, the "Defaults").
`As a result of PW's Defaults under the terms of the BDE Note, the ECA Note, the
`27.
`Claria Note, and the Monto Note, as of March 31, 2021, the following amounts are now due and
`payable from PW to Plaintiffs, respectively:
`BDE Note:
`a.
`b.
`
`Principal in the sum of not less than $2,871,948;
`Accrued and unpaid interest in the amount of $2,719,228, in an amount
`according to proof;
`Default Rate interest in an amount according to proof;
`Late charges, if any, in an amount according to proof; and
`Reasonable attorneys' fees and costs.
`
`Principal in the sum of not less than $532,622;
`Accrued and unpaid interest in the amount of $552,588, in an amount
`according to proof;
`Default Rate interest in an amount according to proof;
`Late charges, if any, in an amount according to proof; and
`Reasonable attorneys' fees and costs.
`
`Principal in the sum of not less than $274,700;
`Accrued and unpaid interest in the amount of $325,205, in an amount
`according to proof;
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` COMPLAINT
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`c.
`d.
`e.
`ECA Note:
`f.
`g.
`
`h.
`i.
`j.
`Claria Note:
`k.
`l.
`
`
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`
`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
`
`

`

`Case 5:18-md-02834-BLF Document 691-2 Filed 06/08/21 Page 12 of 37
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`Default Rate interest in an amount according to proof;
`Late charges, if any, in an amount according to proof; and
`Reasonable attorneys' fees and costs.
`
`m.
`n.
`o.
`Monto Note:
`p.
`q.
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`FRANDZEL ROBINS BLOOM & CSATO, L.C.
`
`LOS ANGELES, CALIFORNIA 90017-2427
`1000 WILSHIRE BOULEVARD, 19TH FLOOR
`
`(323) 852-1000
`
`
`
`Principal in the sum of not less than $10,020,609;
`Accrued and unpaid interest in the amount of $2,637,523, in an amount
`according to proof;
`Default Rate interest in an amount according to proof;
`r.
`Late charges, if any, in an amount according to proof; and
`s.
`Reasonable attorneys' fees and costs.
`t.
`Plaintiffs have performed all conditions, covenants, and promises on their part
`28.
`required to be performed in accordance with the terms of the loan documents referenced herein
`above, and all other documents and instruments executed in connection therewith or thereafter.
`FIRST CAUSE OF ACTION
`(By BDE Against PersonalWeb Technologies, LLC, For Breach of Promissory Note)
`Plaintiff repeats and re-alleges the allegations contained in paragraph 1 through 28,
`29.
`inclusive, and by reference incorporates the same herein as though set forth in full.
`As alleged above, Plaintiffs and PW entered into certain contracts, including the
`30.
`BDE Note. Based upon, among other things, the Defaults listed above, PW failed to comply with
`its obligations under the BDE Note.
`PW's Defaults constitute breaches of the BDE Note. Due to the Defaults by PW,
`31.
`BDE has made demand on PW for payment of all amounts due under the terms of the BDE Note.
`Despite demand, PW has failed and refused to pay the amounts due to BDE under the BDE Note,
`set forth above. As a result of PW's Defaults, BDE was harmed and PW's Defaults were a
`substantial factor in causing BDE's harm.
`Pursuant to the terms of BDE Note, BDE is entitled to reasonable attorneys' fees
`32.
`and costs of suit incurred herein in an amount according to proof, but which are expected to be not
`less than $50,000.00.
`4204618v2 | 101334-0002
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` COMPLAINT
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`Case 5:18-md-02834-BLF Document 691-2 Filed 06/08/21 Page 13 of 37
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`BDE has duly performed all of its obligations on its part pursuant to the terms of
`33.
`the BDE Note.
`
`SECOND CAUSE OF ACTION
`(By ECA Against PersonalWeb Technologies, LLC, For Breach of Promissory Note)
`Plaintiff repeats and re-alleges the allegations contained in paragraph 1 through 33,
`34.
`inclusive, and by reference incorporates the same herein as though set forth in full.
`As alleged above, Plaintiffs and PW entered into certain contracts, including the
`35.
`ECA Note. Based upon, among other things, the Defaults listed above, PW failed to comply with
`its obligations under the ECA Note.
`PW's Defaults constitute breaches of the ECA Note. Due to the Defaults by PW,
`36.
`ECA has made demand on PW for payment of all amounts due under the terms of the ECA Note.
`Despite demand, PW has failed and refused to pay the amounts due to ECA under the ECA Note,
`set forth, above. As a result of PW's Defaults, ECA was harmed and PW's Defaults were a
`substantial factor in causing ECA's harm.
`Pursuant to the terms of ECA Note, ECA is entitled to reasonable attorneys' fees
`37.
`and costs of suit incurred herein in an amount according to proof, but which are expected to be not
`less than $50,000.00.
`ECA has duly performed all of its obligations on its part pursuant to the terms of
`38.
`the ECA Note.
`
`THIRD CAUSE OF ACTION
`(By Claria Against PersonalWeb Technologies, LLC, For Breach of Promissory Note)
`Plaintiff repeats and re-alleges the allegations contained in paragraph 1 through 38,
`39.
`inclusive, and by reference incorporates the same herein as though set forth in full.
`As alleged above, Plaintiffs and PW entered into certain contracts, including the
`40.
`Claria Note. Based upon, among other things, the Defaults listed above, PW failed to comply
`with its obligations under the Claria Note.
`PW's Defaults constitute breaches of the Claria Note. Due to the Defaults by PW,
`41.
`Claria has made demand on PW for payment of all amounts due under the terms of the Claria
`4204618v2 | 101334-0002
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` COMPLAINT
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`FRANDZEL ROBINS BLOOM