Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 1 of 34
`Case 5:18—md-02834-BLF Document 691-4 Filed 06/08/21 Page 1 of 34
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`EXHIBIT 3
`
`EXHIBIT 3
`
`

`

`
`
`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 Plaintiff, 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)
`BRILLIANT DIGITAL ENTERTAINMENT,
` CASE No. 21VECV00575
`INC., a Delaware corporation; EUROPLAY
`
`CAPITAL ADVISORS, LLC, a Delaware
`[Case assigned for all purposes to the Hon.
`Judge Bernie C. LaForteza, Department U]
`limited liability company; CLARIA
`INNOVATIONS, LLC, a Delaware limited
`
`DECLARATION OF MICHAEL WEISS
`liability company; and MONTO HOLDINGS
`RE: NO OPPOSITION TO PLAINTIFFS'
`PTY LTD, an Australian company,
`EX PARTE APPLICATION FOR
`
`IMMEDIATE APPOINTMENT OF
`Plaintiffs,
`RECEIVER AND PRELIMINARY
`
`INJUNCTION IN AID OF THE
` v.
`RECEIVER
`
`
`PERSONALWEB TECHNOLOGIES, LLC, a
`Texas limited liability company; and DOES 1
`Date: May 4, 2021
`through 100, Inclusive,
`Time: 8:30 a.m.
`
`Dept: U
`Defendants.
`
`
`
`
`
`I, Michael Weiss, declare:
`1.
`I am the President of Defendant PersonalWeb Technologies, LLC ("PW" and/or
`"Defendant"). I have personal knowledge of the matters set forth in this declaration and, if called
`upon as a witness, I could and would testify competently thereto.
`NO OPPOSITION TO EX PARTE IMMEDIATE APPOINTMENT OF RECEIVER
`2.
`As President of PW, I have determined that PW has no objection or opposition to
`having the Court issue an ex parte and immediate order for the appointment of Robb Evans &
`
`4214544v1 | 101334-0002
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` DECLARATION OF MICHAEL WEISS
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`Electronically FILED by Superior Court of California, County of Los Angeles on 05/03/2021 08:50 AM Sherri R. Carter, Executive Officer/Clerk of Court, by A. Boyadzhyan,Deputy Clerk
`
`

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`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 3 of 34
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`
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`Associates LLC as the receiver ("Receiver") in this matter, over PW and its collateral, as set forth
`in the proposed order attached hereto as Exhibit 1 ("Order"). PW has received ex parte notice
`from Plaintiffs' counsel concerning Plaintiffs' ex parte application to appoint a Receiver in this
`matter, at the hearing on May 4, 2021, at 8:30 a.m., in Department U of this Court, and waives the
`need for any further notice of the application. Defendant PW does not intend to appear at any
`such hearings, has not retained legal counsel to represent it in this matter, and has no opposition to
`the Court entering the Order, Exhibit 1. PW further waives the need for any confirmation hearing
`as to the appointment of the Receiver.
`3.
`The security agreements between Plaintiffs and PW allow for, among other things,
`the remedy of appointment of Receiver upon default. The 4 entity Plaintiffs in this matter are
`owed in excess of $19 million dollars by PW, and have all of PW's tangible and intangible assets
`as collateral, including numerous pending patent infringement claims. The $19 million debt is in
`default, which PW cannot pay. And, given the nature of the major collateral at this point, the
`patent infringement claims, a Receiver is needed to take control of those and administer them for
`the protection of the secured lender Plaintiffs, in order to pay the defaulted loan obligations and
`debt owed by PW to Plaintiffs. The Order provides for the secured creditor Plaintiffs to make
`protective advances to the Receiver to protect the collateral, which PW cannot afford to pay, as it
`cannot pay the fees, costs, and expenses of participating in this case or hiring counsel.
`AGREED ORDER
`
`
`
`
`4.
`Attached hereto as Exhibit 1 is the agreed form of Order for Ex Parte Immediate
`Appointment of Receiver and Preliminary Injunction In Aid of Receiver ("Order"), pursuant to
`which the parties request that the Receiver immediately be appointed over PW, and all its personal
`property, assets, and collateral, as set forth fully in the Order. Plaintiffs and PW have agreed the
`best course of action with respect to the collateral is for the Receiver immediately to take
`possession of the collateral securing the loan obligations of PW owed to Plaintiffs.
`PW'S LOAN OBLIGATIONS
`
`
`
`BDE Loan Documents:
`5.
`Effective October 4, 2011, and Amended and Restated as of December 31, 2019,
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`DECLARATION OF MICHAEL WEISS
`
`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 4 of 34
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`
`
`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.
`6.
`The obligations represented by the BDE Note are secured by, and BDE is entitled
`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"):
`"“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
`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.
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`DECLARATION OF MICHAEL WEISS
`
`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 5 of 34
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`
`
`“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.
`“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,
`4214544v1 | 101334-0002
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`DECLARATION OF MICHAEL WEISS
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`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 6 of 34
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`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
`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
`
`
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`4214544v1 | 101334-0002
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`DECLARATION OF MICHAEL WEISS
`
`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 7 of 34
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`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
`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."
`
` ECA Loan Documents:
`7.
`Effective February 2, 2011, and Amended and Restated as of December 31, 2019,
`PW, as Borrower, executed and delivered to ECA a Third Amended and Restated Secured
`4214544v1 | 101334-0002
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`DECLARATION OF MICHAEL WEISS
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`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 8 of 34
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`Revolving Promissory Note in the sum of $700,000.00 ("ECA Note"). The ECA Note is a
`renewal of an earlier loan obligation.
`8.
`The obligations represented by the ECA Note are secured by, and ECA is entitled
`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
`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 defined herein above.
`Claria Loan Documents:
`9.
`Effective August 3, 2010, and Amended and Restated as of December 31, 2019,
`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.
`10.
`The obligations represented by the Claria Note are secured by, and Claria is entitled
`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 defined herein above.
`Monto Loan Documents and Topodia Assignment:
`11.
`Effective May 11, 2012, and Amended and Restated as of December 31, 2019, PW,
`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
`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 by and between Topodia and PW.
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`DECLARATION OF MICHAEL WEISS
`
`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 9 of 34
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`The obligations represented by the Monto Note are secured by, and Monto is
`12.
`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 defined herein above.
`Intercreditor Agreement:
`13.
`As of March 27, 2014, Plaintiffs entered into that certain Intercreditor Agreement,
`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,
`agreed, and confirmed the terms and provisions of the Intercreditor Agreement.
`Default:
`14.
`PW owes Plaintiffs in excess of $19 million in the aggregate. 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,
`cannot pay, as demanded. PW cannot cure the defaults itemized in the Complaint in this matter or
`pay the amounts owed to the secured creditor Plaintiffs.
`15.
`Plaintiffs' respective Security Agreements, executed by PW, provide that in the
`event of default, Plaintiffs may appoint a Receiver, which PW does not oppose:
`16. Remedies upon an Event of Default. On and after the occurrence and
`continuance of an Event of Default, all Obligations shall become
`immediately due and payable, upon notice by the Secured Party to the
`Debtor. In such event, the Secured Party may, in its discretion:
`
` (a) request that the Debtor, and upon such request the Debtor shall,
`assemble the Collateral at such place or places reasonably convenient to
`the Secured Party designated in such request;
`
` (b) enforce collection of any of the Collateral by suit or any other
`lawful means available to the Secured Party, or demand, collect, or
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`DECLARATION OF MICHAEL WEISS
`
`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

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`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 10 of 34
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`receive any money or property at any time payable or receivable on
`account of or in exchange for any of the Collateral;
`
` (c) surrender, release, or exchange or otherwise modify the terms of all
`or any part of the Collateral, or compromise or extend or renew for any
`period any indebtedness thereunder or evidenced thereby;
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`(d) assert all other rights and remedies of a secured party under the UCC
`(whether or not in effect in any applicable jurisdiction) and all other
`applicable law, including, without limitation, the right to take possession
`of, hold, collect, sell, lease, deliver, grant options to purchase, or
`otherwise retain, liquidate, or dispose of all or any portion of the
`Collateral. The proceeds of any collection, liquidation, or other disposition
`of the Collateral shall be applied by the Secured Party first to the payment
`of all expenses (including, without limitation, all fees, taxes, reasonable
`attorneys’ fees and legal expenses) incurred by the Secured Party in
`connection with retaking, holding, collecting, or liquidating the Collateral.
`The balance of such proceeds, if any, shall, to the extent permitted by law,
`be applied to the payment of the Obligations in such order of application
`as determined by the Secured Party in its sole discretion to the extent such
`order of application is not inconsistent with applicable law . . . Without
`precluding any other methods of sale or other disposition, the sale or other
`disposition of the Collateral or any portion thereof shall have been made in
`a commercially reasonable manner if conducted in conformity with
`reasonable commercial practices of creditors disposing of similar property;
`but in any event the Secured Party may sell, lease, deliver, grant options to
`purchase or otherwise retain, liquidate or dispose such Collateral on such
`terms and to such purchaser(s) (including the Secured Party) as the
`Secured Party in its absolute discretion may choose, and for cash or for
`credit or for future delivery, without assuming any credit risk, at public or
`private sale or other disposition . . . ;"
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`The appointment of a Receiver over the Collateral pursuant to the Order is critical
`16.
`and appropriate at this time so that the Receiver can immediately act to seize, manage, control,
`operate, sell and collect all of the Collateral of Plaintiffs (i.e., all of PW’s personal property assets),
`as the Receiver deems necessary for the proper retention, management, administration, and/or
`liquidation of the Collateral, and take the actions set forth in the Order. Plaintiffs and PW agree that
`the Court should appoint the Receiver under the terms and conditions of the Order, given the nature
`of the major Collateral at this point, the patent infringement claims. A Receiver is needed to take
`control of those and administer them for the protection of the secured lender Plaintiffs, in order to
`pay the defaulted loan obligations and debt owed by PW to Plaintiffs.
`//
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`4214544v1 | 101334-0002
`
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`9
`DECLARATION OF MICHAEL WEISS
`
`FRANDZEL ROBINS BLOOM & CSATO, L.C. 
`
`1000 WILSHIRE BOULEVARD, NINETEENTH FLOOR 
`
`LOS ANGELES, CALIFORNIA 90017‐2427 
`
`(323) 852‐1000 
`
`

`

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`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 11 of 34
`
`17.
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`Accordingly, PW agrees that the Court should appoint the Receiver ex parte as
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`requested by Plaintiffs, including issuing the preliminary injunction set forth in the Order, and
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`waiving any confirmation hearing as the appointment of Receiver is unopposed by PW.
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`Executed this 30th day of April 2021, at Buckeye, AZ. I declare under penalty of perjury
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`under the laws of the State of California that the forego in
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`4214544,l I 101334-0002
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`10
`DECLARATION OF MICHAEL WEISS
`
`

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`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 12 of 34
`Case 5:18—md-02834-BLF Document 691-4 Filed 06/08/21 Page 12 of 34
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`EXHIBIT 1
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`EXHIBIT 1
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`

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`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 13 of 34
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`
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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. 21VECV00575
`
`[Case assigned for all purposes to the Hon.
`Judge Bernie C. LaForteza, Department U]
`
`ORDER FOR EX PARTE IMMEDIATE
`APPOINTMENT OF A RECEIVER AND
`PRELIMINARY INJUNCTION IN AID 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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`
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`Upon due and proper consideration of Plaintiffs' ex parte application, including the
`memorandum and declarations filed in support thereof (collectively, “Application”), the
`Complaint on file herein, and other good cause appearing therefor:
`IT IS HEREBY ORDERED that Robb Evans & Associates LLC, be and is hereby
`appointed receiver (“Receiver”) over Defendant PersonalWeb Technologies, LLC, in this action
`4214556.1 | 101334-0002
`1
`EX PARTE ORDER FOR APPOINTMENT OF A RECEIVER
`AND PRELIMINARY INJUNCTION IN AID OF RECEIVER
`
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`Case 5:18-md-02834-BLF Document 691-4 Filed 06/08/21 Page 14 of 34
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`subject to the conditions that before entering upon its duties as the Receiver, it shall take the oath
`and file a bond with a surety thereon of satisfactory proof to the Court in the sum of $10,000.00 to
`secure faithful performance of its duties as the Receiver.
`IT IS FURTHER ORDERED that Plaintiffs shall post a bond in the sum of $1,500.00
`under Code of Civil Procedure section 529. Plaintiffs shall further be required to post a bond
`pursuant to Code of Civil Procedure section 566 in the sum of $1,500.00.
`IT IS FURTHER ORDERED that the Receiver shall have the following powers and
`responsibilities:
`1.
`To enter, gain access, and take possession of the business premises of Defendant
`PersonalWeb Technologies, LLC, a Texas limited liability company ("PW" and/or "Defendant"),
`wherever located, including but not limited to, 5380 Old Bullard Rd., Suite 600-322, Tyler, TX
`75703, and any other location from which Defendant may conduct business in the State of
`California, in the State of Texas, or otherwise (“Business Premises”), and to seize, manage,
`control, operate, and collect all of the collateral of Plaintiffs (i.e., all of Defendant’s personal
`property assets) (the "Collateral", a description of which is set forth in Exhibit "1", attached
`hereto), as the Receiver deems necessary for the proper retention, management, administration,
`and/or liquidation of the Collateral. But the books and records of Defendant PW, or copies,
`abstracts, or summaries thereof, shall be made available to Defendant PW as is reasonably
`necessary from time to time.
`2.
`To have and exercise exclusive control over all of the Collateral, and PW, including
`without limitation all cash and all collateral, which exclusive control includes, without limitation,
`the discretion to continue in the employment of PW, or not, any currently employed officer,
`director, employee, servant, third party, attorney, accountant, other professional, and/or agent.
`3.
`To borrow from and repay money to the Plaintiffs from time-to-time on a revolving
`basis with the Plaintiffs' consent, in increments of $25,000.00, including without limitation under
`and pursuant to all of t